CANCEROPTION COM INC
10-12G, EX-3.(I), 2000-10-31
BUSINESS SERVICES, NEC
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                          Pantheon Technologies, Inc.
                               Formed in Florida

                Federal Employer Identification Number (Tax ID):
                                   65-0744370

                              Corporate Creations
                                 (305) 672-0686
                                  (856)487-6013

                          FLORIDA DEPARTMENT OF STATE
                                Katherine Harris
                               Secretary of State

April 15, 1999

CANCEROPTION.COM, INC.
7332 E. BUTHERUS DRIVE, SUITE 101
SCOTTSDALE, AZ 85260

Re: Document Number P97000-034687

     The Articles of Amendment  to the  Articles of  Incorporation'  of PANTHEON
TECHNOLOGIES,  INC. which changed its name to CANCEROPTION.COM,  INC., a Florida
corporation, were filed on April 15, 1999.

     This document was electronically  received and filed under FAX audit number
E99000008760.

     Should you have any questions regarding this matter, please telephone (B50)
487-6050, the Amendment Filing Section.

Darlene Connell
Corporate Specialist
Division of Corporations        Letter Number: 099AO0019098

Division of Corporations
P.O. BOX 6327
Florida 32314

<PAGE>

H99000008760
ARTICLES OF AMENDMENT

Article 1. Name
---------------

The name of this Florida corporation is: Pantheon Technologies, Inc.

Article 11. Amendment
---------------------

The Articles of Incorporation of the Corporation are amended as follows: Article
I. Name

The name of this Florida Corporation is CancerOption.Com, Inc.

Article V.  Capital  Stock

The Corporation shall have the authority to issue  100,000,000  shares of common
stock,  par value $.001 per share;  and 1,000,000 shares of preferred stock, par
value $.0001 per share.

Article 111. Date Amendment Adopt
---------------------------------

The amendment set forth in these  Articles of Amendment was adopted on April 14,
1999.

Article IV. Shareholder Approval of Amendment
---------------------------------------------

The  amendment  set forth in these  Articles of  Amendment  was  proposed by the
Corporation's  Board of  Directors  and approved by the  shareholders  by a vote
sufficient for approval of the amendment.

The undersigned executed this document on the date shown below.

Pantheon Technologies, Inc.

By: /s/ G.K. Kuroda
  ----------------------------
by G.K. da as attorney-in-fact

Name: Arnold Takemoto
      ---------------
Title: President
      -----------
Date: 4/14/00
     ----------

Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach FL 33139
(305) 672-0686

H99000008760
                                                         Copyright@ 1993-1999 CC

<PAGE>

                                     [SEAL]
                          FLORIDA DEPARTMENT OF STATE
                                Katherine Harris
                               Secretary of State

April 14, 1999

PANTHEON TECHNOLOGIES, INC.
7332 E. BUTHERUS DRIVE, SUITE 101
SCOTTSDALE, AZ 85260

Re: Document Number P97000034687

This will  acknowledge your  reinstatement  for PANTHEON  TECHNOLOGIES,  INC., a
Florida Corporation, which wa6 filed on April 14, 1999.

This  document  was  electronically  received  and filed under FAX aduit  number
H99000008727.

Should you have any questions  regarding  this matter,  please  telephone  (850)
487-6059.

Trevor Brumbley
Document Specialist
Division of Corporations                             Letter Number: 599AO0018732


      Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314

<PAGE>

This will  acknowledge your  reinstatament  for PANTHEON  TECHNOLOGIES,  INC., a
Florida Corporation, which.was filed on April 14, 1999.

This  document  was  electronically  received  and filed under FAX audit  number
H99000008727.

Should you have any questions  regarding  this matter,  please  telephone  (850)
487-6059.

Trevor Brumb1sy
Document Specialist
Division of  Corporations                            Letter Number: 599AO0018732


      Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314

<PAGE>

ARTICLES OF INCORPORATION

Article 1. Name
---------------

The name of this Florida corporation is: Pantheon Technologies, Inc.

Article 11. Address
-------------------

The mailing  address of the Corporation  is:  Pantheon  Technologies,  Inc. 2455
Hollywood Boulevard Hollywood Fl, 33020

Article Ill. Registered Agen
----------------------------

The name and address of the registered  agent of the Corporation  is:  Corporate
Creations Enterprises, Inc. 4521 PGA Boulevard #211 Palm Beach Gardens FL 33418

Article IV. Board of Directors
------------------------------

The name of each member of the Corporation's Board of Directors is:

Ken H. Finkelstein

The  affairs  of the  Corporation  shall  be  managed  by a Board  of  Directors
consisting  of no less  than  one  director.  The  number  of  directors  may be
increased or decreased  from time to time in  accordance  with the Bylaws of the
Corporation.  The election of  directors  shall be done in  accordance  with the
Bylaws.  The directors shall be protected from personal liability to the fullest
extent permitted by applicable law.


Corporate Creations International Inc.
401 Ocean Drive #312 (Door Code 125)
Miami Beach FL 33139-6629
(305) 672-0686

H97000006240

<PAGE>

Article V. Capital Stock
------------------------

The Corporation shall have the authority to issue  100,000,000  shares of common
stock, par value $.001 per share.

Article VI. Incorporator
------------------------

The name and address of the incorporator is: Corporate  Creations  International
Inc. 401 Ocean Drive #312 (Door Code 125) Miami Beach FL

Article VII. Corporate Existence
--------------------------------

The corporate existence of the Corporation shall begin effective April 16, 1997

The undersigned  incorporator  executed these Articles of Incorporation on April
16, 1997

Corporat Creations International Inc.

By: /s/ Brian R. Fons
----------------------------
Brian R. Fons Vice President


Corporate Creations International Inc.
401 Ocean Drive #312 (Door Code 125)
Miami Beach FL 33139-6629
(305) 672-0686

H97000006240

<PAGE>


CERTIFICATE OF DESIGNATION
REGISTERED AGENT/OFFICE

CORPORATION:
------------
Pantheon Technologies, Inc.

REGISTERED AGENT/OFFICE:
------------------------
Corporate Creations Enterprises, Inc.
4521 PGA Boulevard #211
Palm Beach Gardens FL 33418

I agree  to act as  registered  agent  to  accept  service  of  process  for the
corporation named above at the place designated in this Certificate.  I agree to
comply with the  provisions of all statutes  relating to the proper and complete
performance  of the registered  agent duties.  I am familiar with and accept the
obligations of the registered agent position.

/s/ Brian R. Fons
-----------------
Corporate Creations Enterprises, Inc.
Brian R. Fons, Vice President

Date: April 16, 1997

Corporate Creations International Inc.
401 Ocean Drive #312 (Door Code 125)
Miami Beach FL 33139-6629
(305) 672-0686

H97000006240

<PAGE>

                                     [SEAL]
                          FLORIDA DEPARTMENT OF STATE
                               Sandra B. Mortham
                               Secretary of State

April 17, 1997

PANTHEON TECHNOLOGIES, INC.
2455 HOLLYWOOD BLVD.
HOLLYWOOD, FL 33020

The Articles of  Incorporation  for PANTHEON  TECHNOLOGIES,  INC. were filed on
April  17,  1997,  effective  April  16,  1997,  and  assigned.document   number
P97000034687.  Please  refer to this  number  whenever  corresponding  with this
office.

Enclosed is the certification requested. To be official, the certification for a
certified copy must be attached to the original document that was electronicallv
submitted and filed under FAX audit number H97000006240.

A corporation  annual report will be due this office between January 1 and May 1
of the year  following  the  calendar  year of the file  date  year.  A  Federal
Employer  Identification (FBI) number will be required before this report can be
filed.   Please  apply  NOW  with  the  Internal   Revenue  Service  by  calling
1-800-829-3676 and requesting form SS-4.

Please be aware if the corporate  address changes,  it is the  responsibility of
the corporation to notify this office.

Should you have questions regarding corporations,  please contact this office at
the address given below.

Agnes Lunt
Corporate Specialist
New Filings Section
Division of Corporations                             Letter Number: 997AC0019613

      Division of Corporations - P.O. BOX 6327-Tallahassee, Florida 32314

<PAGE>

                                     [SEAL]
                              Department of State

I certify from the records of this office that PANTHEON  TECHNOLOGIES,  INC is a
corporation organized under the laws of the State of Florida, filed on April 17,
1997, effective April 16, 1997.

The document number of,this corporation is P97000034687.

I further certify that said corporation has paid all fees and penalties due this
office through Dece.mber 31, 1997, and its status is active.

I further certify that said corporation has not filed Articles of Dissolution.

I  further  certify  that  this  is an  electronically  transmitted  certificate
authorized by section 15.16, Florida Statutes, and authenticated by the L' code,
997AO0019613-041797-P97000034687-1/1, noted below.

          Given  under my hand and the Great  Seal of the State of  Florida,  at
          Tallahassee, the Capital, this the Seventeenth day of April, 1997

Authentication Code: 997AO0019613-041797-P97000034687-1/1


[SEAL]                                                     /s/ Sandra B. Mortham
------                                                     ---------------------
                                                               Sandra P. Mortham
                                                              Secretary of State


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