EXHIBIT 3.1
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that SHOPOVERSEAS.COM, INC. did on August 2, 1999 file in this
office the original Aritcles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office, in
Carson City, Nevada, on August 3, 1999.
/s/ Dean Heller
Secretary of State
[THE GREAT SEAL
OF THE STATE
OF NEVADA]
By /s/ [ILLEGIBLE]
Certification Clerk
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[STAMP]
ARTICLES OF INCORPORATION
OF
Shopoverseas.com, Inc.
The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Nevada, do hereby set forth as follows:
FIRST: The name of the corporation is:
Shopoverseas.com, Inc.
SECOND: The address of the resident agent of this corporation in this state
is c/o United Corporate Services, Inc., 202 South Minnesota Street, in the City
of Carson City, County of Carson City, State of Nevada 89703 and the name of the
resident agent at said address is United Corporate Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the corporation laws of
the State of Nevada.
FOURTH: (a) The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 100,000,000 $.00l
PREFERRED 10,000,000 $.00l
(b) The designations and the powers, preferences and rights, and the
qualifications or restrictions thereof are as follows:
1. The holders of the Common shares shall be entitled to vote in all
matters requiring shareholder approval including the election o directors and
the holders of the Preferred shares shall have no voting rights whatsoever
except as are expressly required by law.
2. The holders of the Preferred shares shall be entitled to receive
dividends, distributed ratably, before any dividends are declared and paid to
the holders of the Common shares.
3. The holders of the Preferred shares shall be entitled, upon dissolution
or liquidation of the corporation, to share in the assets of the corporation,
ratably, in an aggregate amount equal to the par value of the shares held before
any such distribution is made of the holders of the Common shares.
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4. The Preferred shares shall be issued from time to time in one or more
series, with such distinctive serial designations as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
shares from time to time adopted by the Board of Directors; and in such
resolution or resolutions providing for the issue of shares of each particular
series; the Board of Directors is expressly authorized to fix the annual rate or
rates of dividends for the particular series; the dividend payment dates for the
particular series and the date from which dividends on all shares of such series
issued prior to the record date for the first dividend payment date shall be
cumulative; the redemption price or prices for the particular series; the voting
powers for the particular series; the rights, if any of holders of the shares of
the particular series to convert the same into shares of any other series or
class or other securities of the corporation, with any provisions for the
subsequent adjustment of such conversion rights; and to classify or reclassify
any unissued preferred shares by fixing or altering from time to time any of the
foregoing rights, privileges and qualifications.
All the Preferred shares of any one series shall be identical with each
other in all respects, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative; and all preferred shares shall be of equal rank, regardless of
series, and shall be identical in all respects except as to the particulars
fixed by the Board as hereinabove provided or as fixed herein.
FIFTH: The number of directors constituting the initial Board of Directors
is two (2); and the name and address of the initial Board of Directors, to serve
until the first annual meeting of shareholders, or until the successors are
elected and qualify, are as follows:
NAME ADDRESS
---- -------
Ethel Schwartz 1510 51st Street
Brooklyn, New York 11219
Eva Beilus 278 Penn Street
Brooklyn, New York 11219
Hyman Schwartz 1510 51st Street
Brooklyn, New York 11219
Byron Lerner 10 Estates Drive
Roslyn, New York 11576
James Tubbs 10 Estates Drive
Roslyn, New York 11576
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SIXTH: The names and addresses of the incorporators are as follows:
NAME ADDRESS
---- -------
Michael A. Barr 10 Bank Street
White Plains, New York 10606
Maria R. Fischetti 10 Bank Street
White Plains, New York 10606
SEVENTH: The period of duration of the corporation shall be perpetual.
EIGHTH: The corporation may, to the fullest extent permitted by Section
78.751 of the Nevada General Corporation Law, indemnify any and all directors
and officers whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matter referred to in
or covered by such section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which the persons so indemnified
may be entitled under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity by holding office, and shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefits of the heirs, executors and administrators of such a person.
IN WITNESS WHEREOF, the undersigned hereby execute this document and affirm
that the facts set forth herein are true under the penalties of perjury this
thirtieth day of July, 1999.
/s/ Michael A. Barr
MICHAEL A. BARR
--------------------------------
Michael A. Barr, Incorporator
/s/ Maria R. Fischetti
MARIA R. FISCHETTI
--------------------------------
Maria R. Fischetti, Incorporator
