CERTIFICATE OF INCORPORATION
OF
WORLD-WIDE CLASSICS, INC.
ARTICLE I. NAME
The name of the corporation is WORLD-WIDE CLASSICS, INC.
ARTICLE II. REGISTERED OFFICE
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, in the County of New Castle, in the State of Delaware. The name of
the registered agent at such address is The Corporation Trust Company.
ARTICLE III. PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV. CAPITAL STOCK
(a) Common. 50,000,000 shares of Common stock having a par value of
$.001 per share;
(b) Preferred. 500,000 shares of Preferred stock having a par value of
$.001 per share and to be issued in such series and to have
such rights, perfrerences, and designation as determined by
the Board of Directors of the corporation
ARTICLE IV. BOARD OF DIRECTORS
(a) Number. The number of directors constituting the entire Board
shall be as fixed from time to time by vote of a majority of the
entire Board, provided, however, that the number of directors
shall not be reduced so as to shorten the term of any director at
the time in office.
(b) Vacancies. Vacancies on the Board shall be filled by the
affirmative vote of the majority of the remaining directors,
though less than a quorum of the Board, or by election at an
annual meeting or at a special meeting of the stockholders called
for that purpose.
(c) Election. The election of directors need not be by written ballot.
ARTICLE V. BY-LAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the By-laws of the Corporation.
ARTICLE VI. LIABILITY
To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the Corporation. Any amendment or repeal of this Article
VI will not
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eliminate or reduce the affect of any right or protection of a director of the
Corporation existing immediately prior to such amendment or repeal.
ARTICLE VII. INCORPORATOR
The name and mailing address of the incorporator is as follows:
Kevin B. Denos
2122 West Knights Way
West Jordan, UT 84084
I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties of perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 27th day of
October, 1999.
/s/ Kevin B. Denos
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Kevin B. Denos
