Exhibit 1
ARTICLES OF INCORPORATION
0F
HEAVENSENT BEARS, INC.
The undersigned subscriber to these Articles of
Incorporation is a natural person competent to contract and
hereby form a Corporation for profit under Chapter 607 of the
Florida Statutes.
ARTICLE 1 - NAME
The name of the Corporation is HEAVENSENT BEARS,
INC., (hereinafter, "Corporation").
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business
permitted under the laws of the United States and of the State of
Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is
6821 Knightswood Drive, Orlando, Florida 32818 and the mailing
address is the same.
ARTICLE 4 - INCORPORATOR
The name and street address of the incorporator of this
Corporation is:
Elsie Sanchez
343 Almeria Avenue
Coral Gables, Florida 33134
ARTICLE 5 - OFFICERS
The officers of the Corporation shall be:
President: E. Scott Johnson
Secretary: E. Scott Johnson
Treasurer: E. Scott Johnson
whose addresses shall be the same as the principal office of the
Corporation.
ARTICLE 6 - DIRECTOR(S)
The Director(s) of the Corporation shall be:
E. Scott Johnson
whose addresses shall be the same as the principal office of the
Corporation.
The corporation must have at least one (1) director and no more
than thirteen (13) directors at all times.
ARTICLE 7 - CORPORATE
CAPITALIZATION
7.1 The maximum number of shares that this Corporation
is authorized to have outstanding at any time is ONE HUNDRED
MILLION (100,000,000) shares of common stock, each share
having the par value of ONE ONE THOUSAND OF A PENNY
($.00001).
7.2 All holders of shares of common stock shall be
identical with each other in every respect and the holders of
common shares shall be entitled to have unlimited voting rights on
all shares and be entitled to one vote for each share on all matters
on which Shareholders have the right to vote. No holder of shares
shall have cumulative voting rights on any shares at any time.
7.3 All holders of shares of common stock, upon the
dissolution of the Corporation, shall be entitled to receive the net
assets of the Corporation.
7.4 No holder of shares of stock of any class shall have
any preemptive right to subscribe to or purchase any additional
shares of any class, or any bonds or convertible securities of any
nature; provided, however, that the Board of Director(s) may, in
authorizing the issuance of shares of stock of any class, confer
any preemptive right that the Board of Director(s) may deem
advisable in connection with suchissuance.
7.5 The Board of Director(s) of the Corporation may
authorize the issuance from time to time of shares of its stock of
any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of
Director(s) may deem advisable, subject to such restrictions or
limitations, if any, as may be set forth in the bylaws of the
Corporation.
7.6 The Board of Director(s) of the Corporation may, by
Restated Articles of Incorporation, classify or reclassify any
unissued stock from time to time by setting or changing the
preferences, conversions or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or term or
conditions of redemption of the stock.
ARTICLE 8 - SHAREHOLDERS' RESTRICTIVE
AGREEMENT
All of the shares of stock of this Corporation may be
subject to a Shareholders' Restrictive Agreement containing
numerous restrictions on the rights of shareholders of the
Corporation and transferability of the shares of stock of the
Corporation. A copy of the Shareholders' Restrictive Agreement, if
any, is on file at the principal office of the Corporation.
ARTICLE 9 - POWERS OF
CORPORATION
The Corporation shall have the same powers as an
individual to do all things necessary or convenient to carry out its
business and affairs, subject to any limitations or restrictions
imposed by applicable law or these Articles of Incorporation.
ARTICLE 10 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 11 - REGISTERED
OWNER(S)
The Corporation, to the extent permitted by law, shall be
entitled to treat the person in whose name any share or right is
registered on the books of the Corporation as the owner thereto,
for all purposes, and except as may be agreed in writing by the
Corporation, the Corporation shall not be bound to recognize any
equitable or other claim to, or interest in, such share or right on
the part of any other person, whether or not the Corporation shall
have notice thereof.
ARTICLE 12 - REGISTERED OFFICE AND
REGISTERED AGENT
The initial address of registered office of this Corporation is
Spiegel & Utrera, P.A., located at 343 Almeria Avenue, Coral
Gables, Florida 33134. The name and address of the registered
agent of this Corporation is Spiegel & Utrera, P.A., 343 Almeria
Avenue, Coral Gables, Florida 33134.
ARTICLE 13 - BYLAWS
The Board of Director(s) of the Corporation shall have
power, without the assent or vote of the shareholders, to make,
alter, amend or repeal the Bylaws of the Corporation, but the
affirmative vote of a number of Directors equal to a majority of the
number who would constitute a full Board of Director(s) at the time
of such action shall be necessary to take any action for the
making, alteration, amendment or repeal of the Bylaws.
ARTICLE 14 - EFFECTIVE DATE
These Articles of Incorporation shall be effective
immediately upon approval of the Secretary of State, State of
Florida.
ARTICLE 15 - AMENDMENT
The Corporation reserves the right to amend, alter, change
or repeal any provision contained in these Articles of
Incorporation, or in any amendment hereto, or to add any
provision to these Articles of Incorporation or to any amendment
hereto, in any manner now or hereafter prescribed or permitted by
the provisions of any applicable statute of the State of Florida, and
all rights conferred upon shareholders in these Articles of
Incorporation or any amendment hereto are granted subject to this
reservation.
ARTICLE 16 - IDEMNIFICATION AGREEMENT AND
COVENANT NOT TO SUE
INDEMNIFICATION AGREEMENT
AND
COVENANT NOT TO SUE
AGREEMENT, made and entered into as of 26 October 1999,
between HEAVENSENT BEARS, INC., a Florida corporation (the
"Corporation"), and E. Scott Johnson, (collectively herein, "Indemnitees").
WITNESSETH
WHEREAS, at the request of the Corporation, Indemnitees
currently serve as Officers and/or Directors of the Corporation and may,
therefore, be subjected to actions, suits or proceedings by reason of such
service; and
WHEREAS, as an inducement to Indemnitees to continue to serve
as Officers and Directors, the Corporation has agreed not to sue and to
indemnify Indemnitees against expenses and costs incurred by Indemnitees
in connection with any such actions, suits or proceedings, to the fullest
extent permitted by law; and
WHEREAS, the parties desire to set forth their agreement regarding
indemnification;
NOW, THEREFORE, for and in consideration of the mutual
promises contained herein, and other good and valuable consideration, the
parties agree as follows:
I . Acts or Omissions Covered By This Agreement. This Agreement shall
cover any act or omission by Indemnitees which:
1.1 occurs or is alleged to have occurred by reason of its being or having
been the Officers and/or Directors of the Corporation;
1.2 occurs or is alleged to have occurred before, during or after the
time when theIndemnitees served as Officers and/or Directors of the
Corporation; and
1.3 gives rise to, or is the direct or indirect subject of a claim in any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, at any time
or times whether during or after Indemnitees services as Officers
and/or Directors of the Corporation.
2.Indemnity and Covenant Not to Sue. Subject to the provisions of
Florida Statute Section
607.0850:
2.1 The Corporation shall indemnify, to the fullest extent permitted
by the Corporation's articles of incorporation and by laws, and
regardless of any by-law provision to the contrary, Indemnitees,
from and against any expenses (including attorneys' fees),
judgments, fines, taxes, penalties and amounts paid in settlement
actually and reasonably incurred by Indemnitees in connection with
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that they are or were Officers and/or Directors of the
Corporation or was or were serving at the request of the Corporation
as the Officers and/or Directors of another corporation,
partnership, joint venture, trust or other enterprise and whether or
not such actions is by or in the right of the Corporation or such other
corporation, partnership, joint venture, trust or other enterprise with
respect to which the Indemnitees serve or have served.
2.2 The Corporation agrees that it will never institute any action or
suit at law or in equity against Indemnitees, nor institute, prosecute,
or in any way aid in the institution or prosecution of any claim,
demand, action, or cause of action for damages, costs, loss of
services, expenses, or compensation for or on account of any
damage, loss or injury either to person or property, or both, whether
developed or undeveloped, resulting or to result, known or
unknown, past, present, or future, arising out of Indemnitees'
services to the Corporation.
3. Successful Defense-, Burden of Proof, Settlement-, No Presumption.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitees have been successful or unsuccessful on the merits in defense of
any action, suit or proceeding or in defense of any issue or matter therein,
including, without limitation, dismissal without prejudice, Indemnitees shall
be indemnified against any and all expenses (including attorney fees),
judgments, fines, taxes, penalties and amounts paid in settlement with
respect to such action, suit or proceeding.
3.1 Indemnitees shall be presumed to be entitled to indemnification
for any act or omission covered under this Agreement. The burden
of proof of establishing that Indemnitees are not entitled to
indemnification because of the failure to fulfill some requirement of
Federal or Florida law, the Corporation's articles of incorporation or
by-laws or this Agreement shall be on the Corporation.
3.2 The Corporation shall not settle any action or claim in any
manner which would impose any penalty or limitation on
Indemnitees without Indemnitees'prior written consent. Indemnitees
shall not unreasonably withhold their consent to any proposed
settlement.
3.3 For purposes of this Agreement, the termination of any action,
suit or proceeding, by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that
Indemnitees did not meet any particular standard of conduct or have
any particular belief or that a court has determined that
indemnification is not permitted by applicable law or this
Agreement.
4. Notice By Indemnitees. Indemnitees shall notify the Corporation in
writing of any matter with respect to which Indemnitees intend to seek
indemnification hereunder as soon as reasonably practicable following the
receipt by Indemnitees of written threat thereof-, provided, however, that
failure to so notify the Corporation shall not constitute a waiver by
Indemnitees of their rights hereunder.
5. Advancement of Expenses. In the event of any action, suit or proceeding
against Indemnitees which may give rise to a right of indemnification from
the Corporation pursuant to this Agreement, following written request to the
Corporation by Indemnitees, the Corporation shall advance to Indemnitees
amounts to cover expenses (including attorney fees) incurred by Indemnitees
in defending any such action, suit or proceeding in advance of the final
disposition thereof upon receipt of reasonably satisfactory evidence as to the
amount of such expenses. Indemnitees' written certification together with a
copy of any expense statement paid or to be paid by Indemnitees shall
constitute satisfactory evidence as to the amount of expenses.
6. Non-Exclusivity of Right of Indemnification. The indemnification
rights granted to Indemnitees under this Agreement shall not be deemed
exclusive of, or in limitation of, any other rights to which Indemnitees may
be entitled under Florida or Federal law, the Corporation's articles of
incorporation or bylaws, any other agreement, any vote of shareholders or
Directors or otherwise. To the extent Florida or Federal law, the
Corporation's articles of incorporation or by-laws or other applicable law, as
in effect on the date hereof or at any time in the future, permit greater
indemnification than is provided for in this Agreement, Indemnitees shall
enjoy such greater benefits so afforded, and this agreement shall be deemed
amended without any further action by the Corporation or Indemnitees to
grant such greater benefits. Indemnitees shall be entitled, in the sole
discretion of Indemnitees, to elect to have indemnitees' rights hereunder
interpreted on the basis of applicable law in effect at the time of execution
of this Agreement, at the time of the occurrence of the indemnifiable event
giving rise to a claim or at the time indemnification is sought.
7. Termination of Amernent and Survival of Ri2ht of Indemnification.
Subject to Section 7. 1, this Agreement shall terminate when Indemnitees'
services to the Corporation as Officers and/or Directors end.
7.1 The rights granted to Indemnitees hereunder shall continue after
termination and shall inure to the benefit of Indemnitees, their heirs,
personal representatives and assigns, and this Agreement shall be
binding upon the Corporation and its successors and assigns.
8.Mediation and Arbitration. Any disputes between the parties hereto,
whether arising under thisagreement or otherwise, which the parties cannot
resolve between themselves using good faith shall be:
8.1 Referred to a court certified mediator of the Circuit Court in the
County of the principal office of the Corporation, and any mediation
shall be held in the County of the principal office of the
Corporation. The parties shall share equally in the cost of said
mediation.
8.2 In the event that said dispute is not resolved in mediation, the
parties shall submit the dispute to a neutral arbitrator residing in the
County of the principal address of the Corporation. The arbitration
shall be held in the County of the principal office of the
Corporation. The parties shall share equally in the cost of said
arbitration. In the event that the parties are unable to agree upon an
arbitrator within 15 days of the date on which either party requests
arbitration of a matter, the arbitrator shall be provided by the
American Arbitration Association. The parties further agree that full
discovery shall be allowed to each party to the arbitration and a
written award shall be entered forthwith. Any and all types of relief
that would otherwise be available in Court shall be available to both
parties in the arbitration. The decision of the arbitrator shall be final
and binding. Arbitration shall be the exclusive legal remedy of the
parties. Judgment upon the award may be entered in any court of
competent jurisdiction pursuant to Florida Statutes Chapter 682, as
amended, The Arbitration Code.
8.3 If either party refuses to comply with a ruling or decision of the
arbitrator and a lawsuit is brought to enforce said ruling or decision,
it is agreed that the party not complying with the ruling or decision
of the arbitrator shall pay the court costs and reasonable attorney's
fees (including Trial and Appellate attorney's fees) incurred in
enforcing the ruling or decision of the arbitrator.
8.4 Any rights of injunctive relief shall be in addition to and not
in derogation orlimitation of any other legal rights.
9. Interpretation of Agreement. The parties acknowledge that this
Agreement is the product of mutual efforts by the parties and their
respective agents. This Agreement shall be interpreted neither more
favorable in favor of one party, nor less favorably in favor of another
party.
10. Entire Agreemen . This Agreement constitutes the entire understanding
of the parties and supersedes all prior discussions, negotiations, and
understandings, whether oral or written, with respect to its subject matter.
11. Modification. No change or modification of this Agreement shall be
valid unless it is in writing andsigned by all the parties who are bound
by the terms of this Agreement.
12. Attorney's fees; Costs. In any mediation, arbitration or litigation arising
out of this Agreement, the prevailing party in such litigation shall be
entitled to recover reasonable attorney's fees and costs at the hearing,
trial anappellate levels.
13. Severability. If any provision of this Agreement is held invalid,
unenforceable, or void by a court of competent jurisdiction, this Agreement
shall be considered divisible as to such provision, and the remainder of the
Agreement shall be valid and binding as though such provision were not
included in this Agreement.
14. Authorization. The Corporation is authorized to enter into this Agreement
by virtue of a resolution adopted as a meeting of Directors held the 26
October 1999.
15. Benefits; Binding Effects. This Agreement shall be binding upon and
shall operate for the benefit of the parties hereto and their respective heirs,
personal representative, administrators, successors, and assigns.
16. Venue and Jurisdiction. Should a lawsuit be necessary to enforce this
Agreement the parties agree that jurisdiction and venue are waived and suit
shall be brought in the county of the principal office of the Corporation.
17. Notices. All notices, offers, acceptances and other communications
provided for in this Agreement shall be deemed delivered if sent in writing
and delivered either personally or by certified mail to the Corporation at its
principal office, or to the Indemnitees address appearing on the records of
the Corporation, or to such other address as may be designated in writing by
the Corporation or the Indemnitees.
18. No-Waivers. The waiver by any party of any other party's breach of any
provision of this Agreement shall not operate nor be construed as a waiver of
any subsequent breach, and the waiver by any party to exercise any right or
remedy shall not operate nor be construed as a waiver or bar to the exercise
of such right or remedy upon the occurrence of any subsequent breach.
19. Headings. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provision
20. Governing Law. This Agreement shall be governed by the laws of the
State of Florida (without regard to the laws that might be applicable under
principles of conflicts of law) as to all matters, including, but not
limited to, matters of validity, construction, effect and performance.
21. Counterparts. This Agreement may be executed in two or more parts, each
of which shall bedeemed an original but all of which together shall be one
and the same instrument.
22. Facsimile Copy. A facsimile copy of this Agreement and any signatures
affixed hereto shall be considered for all purposes as originals.
IN WITNESS WHEREOF, theparties have executedthis
Agreement as of the day and year first above stated.
E. Scott Johnson,
Indemnitee
HEAVENSENT
BEARS, INC.
By:
E. Scott Johnson ,President
IN WITNESS WHEREOF, I have hereunto set my hand and seal,
acknowledged and filed the foregoing Articles of Incorporation
under the laws of the State of Florida, this
Elsie Sanchez, Inc r
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
Spiegel & Utrera, P.A., having a business office identical
with the registered office of the Corporation name above, and
having been designated as the Registered Agent in the above and
foregoing Articles of Incorporation, is familiar with and accepts the
obligations of the position of Registered Agent under the
applicable provisions of the Florida Statutes.
Spiegel &
Utrera, P.A.
BY: ji
Natali Utrera,
Vice
President
