(Cover Page) Filing Receipt Sealed By Secretary of State, stating that the
date of incorporation is February 5, 1999.
EURO CAP CORPORATION
Under Section 402 of the Business Corporation Law
The undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York,
does hereby certify and set forth:
FIRST: The name of the corporation is EURO CAP CORPORATION
SECOND: The purposes for which the corporation is formed are:
To engage in any lawful act or activity for which corporations may be
organized under the business corporation law, provided that the
corporation is not formed to engage in any act or activity which
requires the act or approval of any state official, department, board,
agency or other body without such approval or consent first being
obtained.
To carry on a general mercantile, industrial, investing and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of and generally deal
in and with at wholesale and retail, as principal, and as sales,
business, special, or general agent, representative, broker, factor,
merchant, distributor, jobber, advisor, or in any other lawful capacity,
goods, wares, merchandise, commodities, and unimproved, improved,
finished, processed and other real, personal and mixed property of any
and all kinds, together with the components, resultants, and by-
products thereof.
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To create, manufacture, contract for, buy, sell, import, export,
distribute, job and generally deal in and with, whether at wholesale or
retail, and as principal, agent, broker, factor, commission merchant,
licensor, licensee or otherwise, any and all kinds of goods, wares, and
merchandise, and in connection therewith or independent thereof, to
establish and maintain, by any manner or means, buying offices,
distribution centers, specialty and other shops, stores, mail - order
establishments, concessions, leased departments, and any and all other
departments, sites and locations necessary, convenient or useful in the
furtherance of any business of the corporation.
To develop, experiment with, manufacture, fabricate, produce, assemble,
buy, lease or otherwise acquire, hold, own, operate, use, install,
equip, maintain, service, process, possess, repossess, remodel
recondition, transport, import, export, sell, lease or otherwise dispose
of and generally to deal in and with any and all kinds of raw materials,
products, manufactured articles and products, equipment, machinery,
devices, systems, parts, tools and implements, apparatus, and goods,
wares, merchandise and tangible property of every kind, used or capable
of being used for any purpose whatsoever, and wheresoever located.
To acquire by purchase, subscription, underwriting or otherwise, and to
own, hold for investment, or otherwise, and to use, sell, assign,
transfer, mortgage, pledge, exchange or otherwise dispose of real and
personal property of every sort and description and wheresoever
situated, including shares of stock, bonds, debentures, notes, scrip,
securities, evidences of indebtedness, contracts or obligations of any
corporation or association, whether domestic or foreign, or of any firm
or individual or of the United States or any state, territory or
dependency of the United States or any foreign country, or any
municipality or local authority within or without the United States, and
also to issue in exchange therefor, stocks, bonds or other securities or
evidences of indebtedness of this corporation and, while the owner or
holder of any such property, to receive, collect and dispose of the
interest, dividends and income on or from such property and to possess
and exercise in respect thereto all of the rights, powers and privileges
of ownership, including all voting powers thereon.
To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, dev~op, manage, maintain, control, operate, lease,
mortgage, create liens upon, sell, convey or otherwise dispose of and
turn to account, any and all plants, machinery, works, implements and
things or property, real and personal, of every kind and description,
incidental to, connected with, or suitable, necessary or convenient for
any of the purposes enumerated herein, including all or any part or
parts of the properties, assets, business and goodwill of any persons,
firms, associations or corporations.
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The powers, rights and privileges provided in this certificate are not
to be deemed to be in limitation of similar, other or additional powers,
rights and privileges granted or permitted to a corporation by the
Business Corporation Law, it being intended that this corporation shall
have all rights, powers and privileges granted or permitted to a
corporation by such statute.
THIRD: The office of the corporation is to be located in the County
of Queens, State of New York.
FOURTH. The aggregate number of shares which the corporation shall have
the authority to issue is Forty million (40,000,000), all of which shall be
with par value of $0.000025.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against it may be served. The post office
address to which the Secretary of State shall mail a copy of any process
against the corporation served on him is:
c/o Corporate Services Group LLC
71 Stony Hill Road
Second Floor
Bethel, Connecticut 06801
SIXTH: The personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity is
hereby eliminated except that such personal liability shall not be
eliminated if a judgment or other final adjudication adverse to such
director establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the
Business Corporation Law.
IN WITNESS WHEREOF, this certificate has been subscribed to this 4th day
of February, 1999 by the undersigned who affirms that the statements
made herein are true under the penalties of perjury.
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(Signed)
GERALD WEINBERG
90 State Street
Albany, New York
CERTIFICATE OF INCORPORATION
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