STATE OF FLORIDA
[SEAL]
DEPARTMENT OF STATE
June 3, 1997
I certify the attached is a true and correct copy of the
Articles of Incorporation of FUTURE PROJECTS II CORP., a Florida
corporation, filed on June 3, 1997, as shown by the records of
this office.
The document number of this corporation is P97000048725.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Third day of June, 1997
[SEAL] /s/Sandra B. Mortham
Sandra B. Mortham
Secretary of State
<PAGE>
FILED
97 JUN-3 PM 12:43
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF INCORPORATION
OF
FUTURE PROJECTS II CORP.
The undersigned, desiring to form a corporation (the "Corporation") under
the laws of Florida, hereby adopts the following Articles of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the Corporation is FUTURE PROJECTS II CORP.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized under
the laws of the state of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The initial address of the principal place of business of this corporation
in the State of Florida shall be 1428 Brickell Avenue, 8th Floor, Miami, FL
33131. The Board of Directors may at any time and from time to time move the
principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of Directors.
The number of such directors shall be not be less than one (1) and, subject
to such minimum may be increased or decreased from time to time in the manner
provided in the By-Laws.
<PAGE> Exhibit 3(i)(a) - Pg. 1
The number of persons constituting the initial Board of Directors shall be
1. The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws. The
name and addresses of the initial Board of Directors and officers are as
follows:
Eric P. Littman PresidentlSecrteary/Director
1428 Brickell Avenue
8th Floor
Miami, FL 33131
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities of
the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the board
of Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified,
amended or repealed by the shareholders of the Corporation except upon the
affirmative vote of a simple majority vote of the holders of all the issued
and outstanding shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1. Inspection of Books. The board of directors shall make reasonable rules
to determine at what times and places and under what conditions the books of
the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control share
acquisition as contained in Florida Statutes now, or hereinafter amended, and
any successor provision shall not apply to the Corporation.
9.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholder's shall constitute a quorum.
9.4. Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
<PAGE> Exhibit 3(i)(a) - Pg. 2
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its
shareholders. In addition, the Corporation shall have the power, in its
By-Laws or in any resolution of its stockholders or directors, to undertake
to indemnify the officers and directors of this corporation against
any contingency or peril as may be determined to be in the best interests of
this corporation, and in conjunction therewith, to procure, at this
corporation's expense, policies of insurance.
ARTICLE Xl
SUBSCRIBER
The name and address of the person signing these Articles of Incorporation as
subscriber is:
Eric P. Littman
8th Floor
1428 Brickell Avenue
Miami, FL 33131
ARTICLE XII
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in
the future becomes, an officer, director or partner of such other contracting
party, or has now or hereafter a direct or indirect interest in such contract.
ARTICLE XIII
RESIDENT AGENT
The name and address of the initial resident agent of this corporation is:
<PAGE> Exhibit 3(i)(a) - Pg. 3
Eric P. Littman
1428 Brickell Avenue
8th Floor
Miami, FL 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation this on June 1, 1997.
/s/Eric P. Littman
-----------------------------
Eric P. Littman, Subscriber
Subscribed and Sworn on June 1, 1997
Before me:
/s/Isabel Cantera
-----------------------------
Isabel Cantera, Notary Public
My Commission Expires:
<PAGE> Exhibit 3(i)(a) - Pg. 4
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR
DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE
NAMING THE AGENT UPON WHOM PROCESS MAY BE SERVED
Having been named to accept service of process for FUTURE PROJECTS II CORP.
at the place designated in the Articles of Incorporation, the undersigned is
familiar with and accepts the obligations of that position pursuant to
F.S. 607.0501(3).
/s/Eric P. Littman
--------------------------
Eric P. Littman
FILED
97 JUN-3 PM 12:43
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
<PAGE> Exhibit 3(i)(a) - Pg. 5
ARTICLES OF AMENDMENT TO
FUTURE PROJECTS II CORP.
THE UNDERSIGNED, being the sole director and president of Future Project
II Corp., does hereby amend its Articles of Incorporation as follows:
ARTICLE I
NAME
1. The name of this corporation shall be Grand Entertainment & Music
Inc.
I hereby certify that the following was adopted by a majority vote of
the shareholders and directors of the corporation on February 24, 2000 and
that the number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on February 24, 2000.
/s/Eric P. Littman
--------------------------------------------
Eric P. Littman, President and Sole Director
The foregoing instrument was acknowledged before me on February 24, 2000
by Jennifer Barrueta, who is personally known to me.
/s/
-------------------------------
My commission expires:
[NOTARY SEAL]
FILED
00 MAR-7 PM 1:26
SECRETARY OF STATE
TALLAHASEE, FLORIDA
<PAGE> Exhibit 3(i)(a) - Pg. 6
