NINTH ENTERPRISE SERVICE GROUP INC
S-4/A, EX-3.(I), 2000-10-16
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                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION




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                            ARTICLES OF INCORPORATION
                                      OF
                      Ninth Enterprise Service Group, Inc.


                     ARTICLE I - NAME AND MAILING ADDRESS

The name of this corporation is Ninth Enterprise Service Group, Inc. and the
mailing address of this corporation is 2503 W. Gardner Ct.  Tampa Fl  33611.

                             ARTICLE II - DURATION

      This corporation shall have perpetual existence.

                             ARTICLE III - PURPOSE

      This  corporation  is organized to include the  transaction  of any or all
lawful business for which  corporations  may be incorporated  under Chapter 607,
Florida Statutes (1975) as presently  enacted and as it may be amended from time
to time.

                          ARTICLE IV - CAPITAL STOCK

      This corporation is authorized to issue 50,000,000  shares of no par value
common stock,  which shall be designated as "Common  Shares" and Twenty  Million
shares of no par value preferred stock,  which shall be designated as "Preferred
Shares."

      The  Preferred  Shares may be issued in such series and with such  rights,
privileges, and preferences as determined solely by the Board of Directors.

                ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

      The street address of the initial registered  office of this corporation
is 2503 W. Gardner  Ct.  Tampa  Fl  33611,  and  the  name  of the  initial
registered  agent  of this corporation at that address is Michael T. Williams.



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                    ARTICLE VI - INITIAL BOARD OF DIRECTORS

      This  corporation  shall  have One  director(s)  initially.  The number of
directors may be either  increased or decreased from time to time by the Bylaws,
but shall never be less than one (1). The name(s) and address(es) of the initial
director(s) of this corporation are:

            NAME                          ADDRESS
Michael T. Williams                       2503 W. Gardner Ct.  Tampa Fl  33611

                         ARTICLE VII - INCORPORATOR(S)

      The  name  and  address  of  the  person(s)   signing  these  Articles  of
Incorporation is (are):

            NAME                          ADDRESS
Michael T. Williams                       2503 W. Gardner Ct.  Tampa Fl  33611

                        ARTICLE VIII - INDEMNIFICATION

      The  corporation  shall  indemnify any officer or director,  or any former
officer or director, to the full extent permitted by law.

                            ARTICLE IX - AMENDMENT

      This  corporation  reserves  the right to amend or repeal  any  provisions
contained in these Articles of Incorporation,  or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.

      ARTICLE X -  AFFILIATED TRANSACTIONS AND CONTROL SHARE ACQUISITIONS

      The Corporation  expressly elects not to be governed by Sections  607.0901
and 607.0902 of the Florida Business  Corporations  Act,  relating to affiliated
transactions and control share acquisitions, respectively.


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      IN WITNESS WHEREOF,  the undersigned  incorporator(s)  has (have) executed
these Articles of Incorporation this April 6, 1999.

                                                -------------------------------
                                                Michael T. Williams




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                   CERTIFICATE DESIGNATING REGISTERED AGENT
                   AND STREET ADDRESS FOR SERVICE OF PROCESS

                                WITHIN FLORIDA

     Pursuant to Florida  Statutes  Section  48.091,  Ninth  Enterprise  Service
Group, Inc., desiring to organize under the laws of the State of Florida, hereby
designates Michael T. Williams, located at 2503 W. Gardner Ct. Tampa Fl 33611 as
its registered agent to accept service of process within the State of Florida.





                           ACCEPTANCE OF DESIGNATION

      The undersigned  hereby accepts the above  designation as registered agent
to accept  service  of process  for the  above-named  corporation,  at the place
designated  above,  and agrees to comply with the provisions of Florida Statutes
Section 48.091(2) relative to maintaining an office for the service of process.

                                                -------------------------------
                                                Michael T. Williams




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