EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PRIVATE FUNDING INC.
The undersigned incorporator hereby forms a corporation under Chapter
607 of the laws of the state of Florida.
ARTICLE 1
NAME
The name of the corporation shall be
PRIVATE FUNDING INC.
The address of the principal office of this corporation shall be:
511 NE 94th Street
Miami Shores, Fl 33138
ARTICLE II
NATURE OF BUSINESS
This corporation may engage or transact any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III
CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 1,000,000 shares of common
stock, $.01 par value per share.
ARTICLE IV
INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time as provided in
the bylaws but shall be less than one. The name and address of the initial
director of this corporation is:
STUART COOPER
511 NE 94TH STREET
MIAMI SHORES, FL 33138
ARTICLE V
REGISTERED AGENT
The name and street address of the initial registered agent of the
corporation shall be:
JEFFREY G. KLEIN
23123 STATE ROAD SEVEN
SUITE 350-B
BOCA RATON, FLORIDA 33428
ARTICLE VI
TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator to these Articles of
Incorporation is:
JEFFREY G. KLEIN, ESQUIRE
SUITE 350-B
23123 STATE ROAD SEVEN
BOCA RATON, FLORIDA 33428
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ARTICLE VIII
ELECTIONS
The Corporation expressly elects not to governed by the provisions of
Section 607.0901 and 607.0902 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, I have made and subscribed these Articles of
Incorporation this 4th day of August, 1999.
/s/ JEFFREY G KLEIN
-----------------------------
JEFFREY G KLEIN, INCORPORATOR
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ACCEPTANCE OF REGISTERED AGENT DESIGNATED
JEFFREY G. KLEIN, having a business office identical with the
registered office of the corporation named above, and having been designated as
the Registered Agent in the above Articles of Incorporation and is familiar with
and accepts the obligation of the position of Registered agent under Section
607.0505 Florida Statues.
/s/ JEFFREY G KLEIN
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JEFFREY G. KLEIN, REGISTERED AGENT
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PRIVATE FUNDING INC
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, PRIVATE FUNDING INC, a Florida corporation (the "Corporation"),
hereby adopts the following amendments to its Articles of Incorporation:
1. Article I of the Articles of Incorporation of the Corporation is hereby
amended to read as follows:
ARTICLE I
NAME
The name of the Corporation shall be PRIVATE CAPITAL INVESTORS, INC.
The address of the principal office of the Corporation shall be 511 NE
94th Street, Miami Shores, Florida, 33138, and the mailing address of the
Corporation shall be the same.
2. Article III of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:
ARTICLE III
CAPITAL STOCK
The Corporation is authorized to issue 100,000,000 shares of common
stock, $.001 par value per share.
3. Article V of the Articles of Incorporation of the Corporation is hereby
amended to read as follows:
ARTICLE V
REGISTERED MAIL
The name and the street address of the registered agent of this
Corporation are:
Corporation Company of Miami
201 S Biscayne Blvd.
1500 Miami Center (AGS)
Miami, Florida 33131
The foregoing Articles of Amendment to the Articles of Incorporation
were approved and adopted by all of the Shareholders and Directors of the
Corporation on the 7th day of August, 2000, in the manner prescribed by Section
607.1003 of the Florida Business Corporation Act.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed by a duly authorized officer on this 7th day of August,
2000.
/s/ STUART D. COOPER
-------------------------------
STUART D. COOPER, PRESIDENT
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ACCEPTANCE BY REGISTERED AGENT
HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR PRIVATE FUNDING INC.
WHICH CHANGED ITS NAME TO PRIVATE CAPITAL INVESTORS INC., AT THE PLACE
DESIGNATED IN ARTICLE V OF THESE ARTICLES OF INCORPORATION, THE UNDERSIGNED
CORPORATION HEREBY AGREES TO ACT IN THIS CAPACITY, AND FURTHER AGREES TO COMPLY
WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE PROPER AND COMPLETE
DISCHARGE OF ITS DUTIES.
DATED THIS 7TH DAY OF AUGUST, 2000
CORPORATION COMPANY OF MIAMI
By /s/ Lalaine A. Landau
-----------------------------------
Lalaine A. Landau, Assistant Secretary
For CORPORATION COMPANY OF
MIAMI
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