VIDKID DISTRIBUTION INC
SB-2/A, EX-3.I, 2000-08-16
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                STATE OF FLORIDA

                               (Graphics omitted)

                               Department of State

I  certify  the  attached  is a  true  and  correct  copy  of  the  Articles  of
Incorporation of VIDKID DISTRIBUTION, INC., a Florida corporation, filed on July
28, 1997, as shown by the records of this office.

The document number of this corporation is P97000064975




                  Given  under  my  hand  and  the  Great  Seal of the  State of
                  Florida, at Tallahassee,  the Capital,  this the Twenty-eighth
                  day of July, 1997

                                                            /s/Sandra B. Mortham
                                                               Sandra B. Mortham
                                                              Secretary of State

<PAGE>

                            ARTICLES OF INCORPORATION

                                       OF

                          VidKid Distribution, Inc. cps

                                ARTICLE I - NAME

The name of this corporation is: VidKid Distribution, Inc.



                              ARTICLE II - DURATION

This corporation shall have perpetual existence.

                              ARTICLE III - PURPOSE

This  corporation is organized  pursuant to Florida Statutes ss.607 to engage in
or transact any or all lawful activities or business permitted under the laws of
the United States, the State of Florida or any other state, county, territory or
nation.

                           ARTICLE IV - CAPITAL STOCK

This  corporation  is  authorized  to issue  1,000  shares of at $1.00 par value
common stock.

                            ARTICLE V - VOTING RIGHTS

Except as otherwise  provided by law the entire voting power for the election of
directors and for all other purposes shall be vested  exclusively in the holders
of the outstanding common shares.

                    ARTICLE VI - PRINCIPAL PLACE OF BUSINESS

The principal place of business of this corporation is:

                              3100 North 29th Court
                               Hollywood, FL 33020

<PAGE>

                    ARTICLE VII - INITIAL BOARD OF DIRECTORS

This corporation shall have one (1) director initially.  The number of directors
may be increased from time to time by the By-Laws,  but shall never be less than
one. The name and address of the initial director is:

                                STEVEN ADELSTEIN
                              3100 North 29th Court
                               Hollywood, FL 33020

                           ARTICLE VIII - INCORPORATOR

The name and address of the person signing these Articles is:

                             J0HN P. WILKES, ESQUIRE
                              John P. Wilkes, P.A.
                      150 North Federal Highway, Suite 200
                            Fort Lauderdale, FL 33301

                             ARTICLE IX - AMENDMENT

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

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL THIS 22ND day of July ,
1997.

                                                   /s/ John P. Wilkes
                                                   JOHN  P. WILKES, Incorporator
 STATE OF FLORIDA )
 COUNTY OF BROWARD)


 BEFORE ME, a notary public authorized to take  acknowledgments in the State and
 County set forth above, personally appeared JOHN P. WILKES, personally known to
 me and known

<PAGE>

me to be the person who executed the foregoing Articles of Incorporation, and he
acknowledged before me that he executed those Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal in the State
and County aforesaid this 22nd day of July ,1997.

RENEE M. TOUZALIN
MY COMMISSION / CC 388540
EXPIRES: June 28,1998
Bonded Thru notary Public Underwriters                     /s/Renee' M. Touzalin
                                                              ------------------
                                                              Renee' M. Touzalin
                                                 NOTARY PUBLIC, STATE OF FLORIDA
                                                               RENEE M. TOUZALIN


<PAGE>

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

In pursuance of Chapter 48.091,  Florida Statutes, the following is submitted in
compliance with said Act:

That VidKid Distribution,  Inc. desiring to organize under the laws of the State
of  Florida  with  its  principal  office,  as  indicated  in  the  Articles  of
Incorporation,  in the City of  Hollywood,  Florida  designates  JOHN P. WILKES,
ESQUIRE,  located  at 150  North  Federal  Highway,  Suite  200,  City  of  Fort
Lauderdale, County of Broward State of Florida as its agent to accept service of
process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the above stated  corporation
at  place  designated  in  this  Certificate,  I  hereby  accept  to act in this
capacity, and agree to comply with the provision of said Act relative to keeping
open said office.

                                                               /s/JOHN P. WILKES
                                                               -----------------
                                                                  JOHN P. WILKES
                                                                Registered Agent



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