EXHIBIT 3 (a)
FILED # C4006-97
FEB 27 1997
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION OF
Stock Watch Man, Inc.
I, the undersigned natural person being of the age of twenty-one years, or
more, acting as incorporator under the laws of the State of Nevada relating
to corporations, and to that end adopt the following articles of incorporation
as follows:
ARTICLE ONE. NAME: The name of the corporation shall be
Stock Watch Man, Inc.
ARTICLE TWO. DURATION: The corporation shall exist perpetually.
ARTICLE THREE. PURPOSES:
1. The Corporation is organized for any and all lawful purposes for which
corporations may be organized under this Act, including without limitation,
production of publications, electronic publishing, producing video & other
media, research and development, organization, management, acquisition, and
marketing of all types of products, services, and businesses.
The Corporation shall have and exercise all powers necessary or convenient
for the carrying out of any or all of the purposes for which it is organized.
Additional purposes for which it is organized are:
2. To purchase, receive by way of gift, subscribe for, invest in, and in all
other ways acquire, import, lease, possess, maintain, handle on consignment,
own, hold for investment or otherwise use, enjoy, exercise, operate, manage,
conduct, perform, make, borrow, guarantee, contract in, respect of, trade and
deal in, sell, exchange, let, lend, export, mortgage, pledge, deed in trust,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
design, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, product, market, and
in all other ways (whether like or unlike any of the foregoing), deal in and
with property of every kind and character, real, personal or mixed, tangible
or intangible, wherever situated and however held, including, but not limited
to, money, credits, choices in action, securities, stocks, bonds, warrants,
scripts, certificates, debentures, mortgages, notes, commercial paper, and
other obligations and evidences of interest in or indebtedness of any person,
firm or corporation, foreign or domestic, or of any government, subdivision
or agency thereof, documents of title, and accompanying rights, and every
other kind and character of personal property, real property (improved or
unimproved), and the products avails thereof, and every character of interest
therein and appurtenance thereto, including, but not limited to, mineral, oil,
gas, and water rights,
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all or any part of any going business and its incidents, franchises,
ubsidies, charters, concessions, grants, rights, powers or privileges,
granted or conferred by any government or subdivision or agency thereof, and
any interest in or part of any of the foregoing, and to exercise in respect
thereof the rights, powers, privileges, and immunities of individual owners
or holders thereof
3. To hire and employ agents, servants, and employees, and to enter into
agreements of employment and collective bargaining agreements, and to act as
agents, contractor, trustee, factor or otherwise, either alone or in company
with others.
4. To promote or aid in any manner, financially or otherwise, any person,
firm, associate, or corporation, and to guarantee contracts and other
obligations.
5. To let concessions to others to do any of the things that this corporation
is empowered to do, and to enter into, make, perform, and carry out, contracts
and arrangements of every kind and character with any person, firm, association,
or corporation, or any government or authority or subdivision or agency thereof
6. To carry on any business whatsoever that this corporation may deem proper
or convenient in connection with any of the foregoing purposes or otherwise,
or that it may deem calculated, directly or indirectly, to improve the interests
of this corporation, and to do all things specified in the laws of the State of
Nevada, and to have and to exercise all powers conferred by the laws of said
State of Nevada on corporations formed under the laws pursuant to which this
corporation is formed, as such laws are now in effect or may at any time
hereafter may be amended, and to do any and all things hereinabove set forth to
the same extent and as fully as natural persons might or could do, either alone
or in connection with other persons, firms associations, or corporations, and
in any part of the world.
7. To own, hold, rent, lease, manage, encumber, improve, exchange, buy, and
sell real property, collect rents, and do a general real estate business; and
in general to have and exercise all powers, rights, and privileges necessary
and incident to carrying out properly the objects above mentioned.
The foregoing state of purposes shall be construed as a statement of both
purposes and powers, shall be liberally construed in aid of the powers of this
corporation, and the powers and purposes stated in each clause shall, except
where otherwise stated, be in nowise limited or restricted by any term or
provision of any other clause, and shall be regarded note only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not
be construed as to limit in any manner the aforesaid general powers, but are
in furtherance of, in addition to, and not in limitation of said general
powers.
ARTICLE FOUR. CAPITALIZATION: The total number of shares that the corporation
is authorized to issue is TWENTY FIVE MILLION (25,000,000) shares of single
class common stock, without series, having a par value of ONE MIL ($.001) per
share. Total authorized capital
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shall be TWENTY FIVE THOUSAND DOLLARS ($25,000.00). Shares at one mil ($0.001)
par value per share divided into two classes of stock, being preferred and
common of which 10,000,000 shares shall be authorized as preferred stock which
may be issued in various series, and 15,000,000 shares shall be authorized as
common stock which shall be nonassessable.. All of the shares may be issued by
the corporation from time to time and for such considerations as may be
determined upon and fixed by the board of directors not inconsistent with law,
and when such consideration has been received by the corporation, such shares
shall be deemed fully paid. There shall be no cumulative voting, no
preferences, limitations, or preemptive rights.
ARTICLE FIVE: AMENDMENT OF ARTICLES OF INCORPORATION:
These articles of incorporation may be amended by the affirmative vote of a
majority of the votes of the shareholders entitled to vote from time to time.
ARTICLE SIX: LOCATION: The principal office of the corporation is to be
located at 1016 Howard Ave., Las Vegas NV 89104.
ARTICLE SEVEN: DIRECTORS. The members of the governing board of the
corporation shall be styled "directors". The total number of directors shall
be not less than one (1) and not more than seven (7). The number of directors
constituting the first board of directors is one (1), and the names and post
office addresses of the first board of directors is:
NAME ADDRESS
Steve Yeich 1016 Howard Ave., Las Vegas NV 89104
The number of directors of the corporation may be changed by an affirmative
vote of the shares of the corporation entitled to vote, in accordance with the
provisions of Nevada Revised Statues 78.330.
ARTICLE EIGHT. INCORPORATOR. The name and address of the Incorporator is as
follows:
NAME ADDRESS
Steve Yeich 1016 Howard Ave., Las Vegas NV 89104
ARTICLE NINE. THE INITIAL RESIDENT AGENT:
The initial resident agent of the corporation and address of its registered
agent is as follows:
NAME ADDRESS
Steve Yeich 1016 Howard Ave., Las Vegas NV 89104
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ARTICLE TEN. PERSONAL LIABILITY. The private property of the shareholders
shall not be liable for obligations, suits of any kind including but not
limited to malpractice suits, class action suits, discrimination suits,
personal injury suits, anti-trust suits, liens, acts, or judgments of the
corporation.
ARTICLE ELEVEN. DIRECTORY LIABILITY.
Directors of the corporation shall not be held personally liable for
obligations, suits of any kind including but not limited to malpractice suits,
class action suits, discrimination suits, personal injury suits, anti-trust
suits, liens, acts or judgments of the corporation, or any other liability
which may be construed to be contained within the scope of the laws and statues
of the State of Nevada which pertain to Director Liability.
ARTICLE TWELVE. BY-LAWS AND SHAREHOLDERS AGREEMENT:
There are separate bylaws regulating the internal affairs of the corporation
and a shareholders' agreement restricting the transfer of shares.
WITNESS WHEREOF, I have executed these articles of incorporation in duplicate
on this 11th day of February 1997 in Las Vegas, Nevada.
ACKNOWLEDGMENT
STATE OF Nevada
COUNTY OF Clark
On 2/11/97, /s/ Steven A.Yeich personally appeared before me, a notary
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public who acknowledged that he executed the above instrument.
My Commission expires on:
Residing in:
/s/ Pei-Chuen Chen
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Pei-Chuen Chen
Notary Public - Nevada
My appt. exp. Mar. 25, 2000
No. 96-2165-1
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February 27, 1997
State of Nevada
Secretary of State
I hereby certify that this is a
true and complete copy of the
document filed in this office.
/s/ Dean Heller
Dean Heller, Secretary of State
By: /s/ D. Bates
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D. Bates
