EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/02/2000
001284077 - 3238606
CERTIFICATE OF INCORPORATION
OF
INTERNET CAPITAL VENTURES & ASSOC., INC.
FIRST: The name of the corporation shall be Internet Capital
Ventures & Assoc., Inc.
SECOND: Its registered office is to be located at 110 West
Ninth Street, #134, in the City of Wilmington, County of New castle,
Delaware. The registered agent is William Tay whose address is the
same as above.
THIRD: The nature of business and purpose of the organization
is to engage in any lawful act or activity for which corporations
may be organized under the Delaware General Corporation Laws.
FOURTH: The total number of shares of stock which the
Corporation is authorized to issue is 120,000,000 shares, consisting
of 100,000,000 shares of Common Stock having a par value of $.0001
per share and 20,000,000 shares of Preferred Stock having a par
value of $.0001 per share and to be issued in such series and to
have such rights, preferences, and designation as determined by the
Board of Directors of the Corporation.
FIFTH: The name and address of the incorporator is as follows:
William Tay
110 W. Ninth Street, #134
Wilmington, DE 19801-1618
SIXTH: The Board of Directors shall have the power to amend or
repeal the by-laws.
SEVENTH: No director shall be personally liable to the
Corporation or its stockholders for monetary damages from any breach
of fiduciary duty by such director as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent
provided by applicable law, (i) for breach of the directory's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. No
amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this
certificate of incorporation this 31st day of May, A.D., 2000.
/s/ William Tay
-------------------------
William Tay, Incorporator
