April 27, 2000
In the office of Dean Heller
Dean Heller Secretary of State
ARTICLES OF INCORPORATION
OF
MEDIA AND ENTERTAINMENT.COM, INC.
1. Name of Company:
Media and Entertainment, Inc.
2. Resident Agent:
The resident agent of the Company is:
GoPublicCentral.com, Inc.
500 N. Rainbow Boulevard, Suite 300
Las Vegas, Nevada 89107
3. Board of Directors:
The Company shall initially have one director (1) "who is Roger
Paglia whose address is 500 North Rainbow Boulevard, Suite 300, Las
Vegas, Nevada 99107. This individual shall serve as director until
their successor or successors have been elected and qualified. The
number of directors may be increased or decreased by a duly adopted
amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 20,000,000 shares of Common Stock
having a $.001 par value, and 5,000,000 shares of Preferred Stock
having a $.001 par value. The Common and/ or Preferred Stock of the
Company may be issued from time to time without prior approval by the
stockholders. The Common and/ or Preferred Stock may be issued for
such consideration as may be fixed from time to time by &e Board of
Directors. The Board of Directors may issue such share of Common
and/ or Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or Qualifications,
limitations or restrictions thereof as shall be stated in the
resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation shall
not have any preference, preemptive right or right of subscription to
acquire shares of the corporation authorized, issued, or sold, or to
be authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and convertible
into sham of the corporation, nor to any right of subscription
thereto, other than to the extent, if any, the Board of Directors in
its sole discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or
services, as the directors shall determine, shall not be subject to
assessment to pays the debts of the corporation nor for any other
purpose, and no Common Stock issued as fully paid shall ever be
assemble or assessed, and the Articles of Incorporation shall not be
amended to provide for such assessment.
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6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, but this Article shall
not eliminate or limit the liability of a director or officer for (i)
am or omissions which involve intentional misconduct, fraud or a
knowing violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by stockholders
of the corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the corporation for am or omissions prior to such repeal
or modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding,
whether civil, criminal, administrative or investigative, by the
reason of the fact that he or she, or a person with whom he or she is
a legal representative, is or was a director of the corporation, or
who is serving at the request of the corporation as a director or
officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees,
judgments, fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. The
expenses of officers and directors incurred in defending a civil suit
or proceeding must be paid by the corporation as incurred and in
advance of the final disposition of the action, suit, or proceeding,
under receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he or she is not entitled to be
indemnified by the corporation. Such right of indemnification shall
not be exclusive of any other right of such directors, officers or
representatives may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as their
rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt Bylaws from time to time without respect to
indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the
corporation to purchase or maintain insurance on behalf of any person
who is or was a director or officer
8. Amendments
Subject at all times to the expense provisions of Section 5 on the
Assessment of Shares, this corporation reserves the right to amend,
after, change, or repeal any provision contained in these Articles of
Incorporation or its By-Laws, in the manner now or hereafter
prescribed by statute or the Articles of incorporation or said By-
Laws, and all rights conferred upon shareholders are granted subject
to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to
make, alter or repeal the By-Laws of the corporation;
<PAGE>
(b) To authorize and caused to be executed mortgages and liens, with
or without linqitations as to amount, upon the real and personal
property of the corporation;
(c) To authorize the guaranty by the corporation of the securities,
evidences of indebtedness and obligations of other persons,
corporations or business entities;
(d) To set apart out of any funds of the corporation available for
dividends a reserves for any proper purpose and to abolish
any such reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more committees to consist of one or more directors
of the of the corporation, which, to the extent provided on the
resolution or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the management of
the affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have name and names as may be stated in
the By-Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by
law.
IN WITNESS WBEREOF, I hereunder set my hand this Wednesday, April 26,
2000, hereby declaring and certifying that the facts stated
herein above are true.
Signature of Incorporator
Name: Ted D. Campbell II
Address: 500 N. Rainbow Blvd., Suite 300
Las Vegas, Nevada 89107
Signature: /s/Ted Campbell
State of Nevada )
County of Clark )
This instrument was acknowledged before me on Wednesday, April
26,2000, by Ted D. Campbell II.
/s/ Linda Kay Ison
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I, Ted D.
Campbell 11, as the president of GoPublicCentral.com, Inc. (GFIC),
hereby accept appointment of GPC as the resident agent for the above
referenced company.
Signature: /s/Ted D. Campbell
Ted D. Campbell II for GPC
<PAGE>
Certificate of Amendment to Articles of Incorporation For Nevada
----------------------------------------------------------------
Profit Corporation
------------------
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
-Remit in Duplicate-
1. Name of Corporation: Media and Entertainment, Inc.
2. The articles have been amended as follows (provide article
numbers, if available):
Article 1: Name of the Company:
Media and Entertainment.com, Inc.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may
be required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation have
voted in favor of the amendment is: 3,250,000 100%.*
---------------
4. Signature (Required)
/S/ Roger Paglia /s/ Benedict Paglia
Roger Paglia Benedict Paglia
President or Vice President and Secretary or Asst. Secretary
*If any proposed amendment would alter or change any preference or
any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote,
in addition to the affirmative vote otherwise- required, of the
holders of shares representing a majority of the voting power of each
class or series affected by the amendment regardless of limitations
or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit
the proper fees may cause this filing to be rejected.
