C A T N K INC
SB-2, EX-3.(I), 2000-07-06
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                                                                     Exhibit 3.1


                            ARTICLES OF INCORPORATION
                                       OF
                               C.A.T. -N- K. INC.


                                   ARTICLE ONE

THE NAME OF THE CORPORATION IS C.A.T. -N- K. INC.

                                   ARTICLE TWO

THE PERIOD OF ITS DURATION IS PERPETUAL.

                                  ARTICLE THREE

THE PURPOSE FOR WHICH THE CORPORATION IS ORGANIZED IS THE TRANSACTION OF ANY AND
ALL LAWFUL  BUSINESS FOR WHICH A CORPORATION MAY BE  INCOROPORATED  UNER THE THE
TEXAS BUSINESS CORPORATION ACT.

                                  ARTICLE FOUR

THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS ONE THOUSAND (1000).
THE SHARES SHALL HAVE NO PAR VALUE.

                                  ARTICLE FIVE

THE  CORPORATION  WILL  NOT  COMMENCE  BUSINESS  UNTIL IT HAS  RECEIVED  FOR THE
ISSUANCE  OF ITS SHARES  CONDERATION  OF THE VALUE OF  $1000.00,  CONSISTING  OF
MONEY, LABOR DONE OR PROPERTY ACTUALLY RECEIVED.

                                   ARTICLE SIX

THE STREET ADDRESS OF ITS INITIAL REGISTERED OFFICE, AND THE NAME OF ITS INITIAL
REGISTERED AGENT AT THIS ADDRESS IS AS FOLLOWS:

                  CALVIN K. MEES
                  1353 MIDDLETON RD.
                  CEDAR HILL, TEXAS 75104

                                  ARTICLE SEVEN

THE NUMBER OF INITIAL DIRECTORS IS ONE.  THE NAMES AND ADDRESS OF THE
INITIAL DIRECTORS ARE:
                  CALVIN K. MEES
                  1353 MIDDLETON RD.
                  CEDAR HILL, TEXAS 75104

                                  ARTICLE EIGHT

THE CORPORATION IS A CLOSED CORPORATION.


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                                                                          PAGE 2

ARTICLES OF INCORPORATION FOR
C.A.T.  -N-K. INC.

                                  ARTICLE NINE

THE NAME AND ADDRESS OF THE INCORPORATOR IS:
                                    AARON LIGGETT

                             2821 E. RANDOL MILL RD.

                               ARLINGTON, TX 76011

IN WITNESS WHEREOF:  I HAVE HEREUNTO SET MY HAND THIS 16 DAY OF OCT. 1996.

                                                              /s/ Aaron Liggett
                                                              -----------------
                                                              AARON LIGGETT

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<PAGE>




              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                                C.A.T.-N-K., INC.

                               Name of Corporation

I, the undersigned, Calvin K. Mees, do hereby certify:

          That the Board of Directors of C.A.T.-N-K., INC. (the "Company"), at a
          meeting duly convened and held on the 10th day of May 2000,  adopted a
          resolution to amend the original articles as follows:

          Article IV is hereby amended to read as follows:

          The aggregate number of shares, which the Company has the authority to
          issue,  is  100,000,000  shares of common  stock with the par value of
          $0.001 per share, and 50,000,000  shares of preferred stock,  with the
          par value of $0.001 per share.

          The change in par value does not affect stated capital.

          The change in par value does not affect an exchange,  reclassification
          or cancellation of issued shares.

The number of shares of the Company's  common stock  outstanding and entitled to
vote on an amendment to the Articles of Incorporation  was 1,000;  that the said
change and amendment was unanimously  adopted on the 10th day of May 2000 by the
Company's shareholders.

                                         /s/ Calvin K. Mees
                                         -------------------------------
                                         Calvin K. Mees, President and Director




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