SECRETARY OF STATE
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that ISHOPNOMARKUP.COM, INC. did on August 20, 1999 file in this
Office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on August 20, 1999.
/s/ Dean Heller
Secretary of State
/s/ Denise A. Bates
Certification Clerk
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ARTICLES OF INCORPORATION
OF
ISHOPNOMARKUP.COM, INC.
The undersigned incorporator, being a natural person of the age 18 years
or more, and desiring to form a corporation under the laws of the State of
Nevada, does hereby sign, verify and deliver to the Secretary of State of the
State of Nevada these Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be:
iShopNoMarkup.com, Inc.
ARTICLE II
CAPITAL
The aggregate number of shares of all classes of capital stock which
this corporation ("Corporation") shall have authority to issue is 220,000,000
shares, of which 20,000,000 shares shall be shares of preferred stock, par value
of $.001 per share ("Preferred Stock"), and 200,000,000 shares shall be shares
of common stock, par value of $.001 per share ("Common Stock").
PREFERRED STOCK. The designations, preferences, limitations,
restrictions and relative rights of the Preferred Stock, and variations in the
relative rights and preferences as between different series shall be established
in accordance with the General Corporation Law of Nevada by the board of
directors of the Corporation ("Board of Directions").
Except for such voting powers with respect to the election of directors
or other matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock, the holders of any such series shall
have no voting power.
COMMON STOCK. The holders of Common Stock shall have and posses all
rights as shareholders of the Corporation, including such rights as may be
granted elsewhere by these Articles of Incorporation, except as such rights may
be limited by the preferences, privileges and voting powers, and the
restrictions and limitations of the Preferred Stock.
Subject to preferential dividend rights, if any, of the holder of
Preferred Stock, dividends on the Common Stock may be declared by the Board of
Directors and paid out of any funds legally available therefore at such times
and in such amounts as the Board of Directors shall determine.
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The capital stock, after the amount of the subscription price has been
paid in, shall not be subject to assessment to pay the debts of the Corporation.
Any stock of the Corporation may be issued for money, property, services
rendered, labor done. Cash advances for the Corporation, or for any assets of
value in accordance with the action of the Board of Directors, whose judgment as
to value received in return therefore shall be conclusive and said stock when
issued shall be fully paid and nonassessable.
ARTICLE III
PREEMPTIVE RIGHTS
A Shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares, or any
shares bonds, notes debentures, or other securities convertible into or carrying
options or warrants to purchase, subscribe for or otherwise acquire any such
unissued or treasury shares.
ARTICLE IV
CUMULATIVE VOTING
A shareholder of the Corporation shall not be entitled to cumulative
voting.
ARTICLE V
OFFICES AND AGENT
The initial resident office of the Corporation shall be at 502 E. John
Street, Carson City, NV 89706 and the name of the initial resident agent at such
address is CSC Services of Nevada, Inc. Either the resident office or the
resident agent may be changed in the manner provided by law.
ARTICLE VI
INITIAL BOARD OF DIRECTORS
The initial Board of Directors of the corporation shall consist of two
directors who shall serve as the directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify. The
initial directors are:
Anthony Knight 334 Main Street, Port Washington, NY 11050
Yousef Neissani 334 Main Street, Port Washington, NY 11050
The number of directors shall be fixed in accordance with the bylaws of
the Corporation.
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ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extend permitted by
applicable law, any person, and the estate and personal representative of any
such person, against all liability and expense (including attorneys' fees)
incurred by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation or, while serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or enterprise. The Corporation also shall indemnify any
person who is serving or has served the corporation as director, officer,
employee, fiduciary, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholder or directors, contract, or otherwise, so long as
such provision is legally permissible.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
The director of the Corporation shall not be personally liable to the
Corporation or its stockholders for damages for breach of fiduciary duty as
director or officer, except for liability for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law; or (ii)
the payment of distributions in violation of Section 78-300 of the General
Corporation Law of Nevada. If the General Corporation Law of Nevada is amended
after this Article is adopted to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of the
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Nevada, as so amended.
Any repeal of modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE IX
MEETING OF SHARHOLDERS
Meetings of shareholders shall be held at such time and place as
provided in the bylaws of the Corporation. At all meetings of the shareholders,
one-third of all shares entitled to vote at the meeting shall constitute a
quorum.
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ARTICLE X
INCORPORATOR
The name and address of the incorporator is as follows:
Theresa M. Mehringer, Esq.
4643 South Ulster Street, Suite 900
Denver, Colorado 80237
Signed this _19__ day of _August_, 1999
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Theresa M. Mehringer, Incorporator
This instruction was acknowledged before me on August 19, 1999, by
Theresa M. Mehringer as incorporator of iShopNoMarkup.com, Inc.
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Notary Public
[affix notary stamp or seal]
The undersigned consents to the appointment as the initial Resident
Agent of iShopNoMarkup.com, Inc.
----------------------------
CSC Services of Nevada, Inc.
Resident Agent
This instrument was acknowledged before me on __________, 1999 by CSC
Services of Nevada, Inc., as iShopNoMarkup.com, Inc.
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Notary Public
[affix notary stamp or seal]
