EXHIBIT 3.1
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
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OF
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MASTERTEL COMMUNICATIONS CORP.
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These Amended and Restated Articles of Incorporation were
adopted effective December 2, 1999 by the Corporation's
Board of Directors and shareholders pursuant to section
607.1007, Florida Statutes. Each amendment set forth in
these Amended and Restated Articles of Incorporation was
approved by the shareholders by a vote sufficient for
approval of the amendment. These Amended and Restated
Articles of Incorporation supersede the original Articles of
Incorporation, as amended
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Articles I. Name
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If no old name is listed below, the name of this Florida
corporation has not been changed. If the current/new name
listed below differs from the old name, the new/current name
will become effective upon the filing of this document
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Current/New Name: i-Teleco.com, Inc.
Old Name: Mastertel communications Corp.
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Article II. Address
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The mailing address of the Corporation is
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I-Teleco.com, Inc.
701 Brickell Avenue, Suite 3120
Miami, FL 33131
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Article III. Board of Directors
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The name of each member of the Corporation's Board of
Directors is:
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Jamee Freeman
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The affairs of the Corporation shall be managed by a Board
of Directors consisting of no less than one director. The
number of directors may be increased or decreased from time
to time in accordance with the Bylaws of the Corporation.
The election of directors shall be done in accordance with
the Bylaws. The directors shall be protected from personal
liability to the fullest extent permitted by applicable law.
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Article IV. Capital Stock
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The Corporation shall have the authority to issue 10,000
shares of common stock, par value $.0001 per share.
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Article V. Registered Agent
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The name and address of the registered agent of the
Corporation is:
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Corporate Creations Enterprises, Inc.
941 Fourth Street #200
Miami Beach, FL 33139
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Article VI. Corporate Existence
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The corporate existence of the Corporation will begin
effective upon the filing date of the original Articles of
Incorporation.
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The undersigned incorporator executed these Amended and
Restated Articles of Incorporation on the date shown below.
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MasterTel communication Corp.
i-Teleco.com, Inc.
By: /s/ T.A. Hardy
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By T.A. Hardy as attorney in fact
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Name: Jamee Kalimi
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Title: President
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Dated: December 2, 1999
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Corporate Creations International, Inc.
941 Fourth Street #200
Miami Beach, FL 33139
(305)672-0686
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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MASTERTEL COMMUNICATIONS CORP.
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Pursuant to the provisions of section 607.1006, Florida
Statutes, this Florida profit corporation adopts the
following articles of amendment to its articles of
incorporation:
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FIRST: Amendment(s) adopted: (indicate article
number(s) being amended, added or deleted)
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ARTICLE V CAPITAL STOCK- IS TO BE CHANGED AS
FOLLOWS:
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ARTICLE V: THE NUMBER OF SHARES THAT THIS
CORPORATION IS AUTHORIZED TO HAVE
OUTSTANDING AT ANY ONE TIME IS
50,000,000 SHARES OF COMMON STOCK
WITH .0001 PAR VALUE.
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SECOND: If an amendment provides for an exchange,
reclassification or cancellation of issued shares,
provisions for implementing the amendment if not
contained in the amendment itself, are as follows:
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Not Applicable
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THIRD: The date of each amendment's adoption: SEPTEMBER
1, 1999
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FOURTH: Adoption of Amendment(s) (CHECK ONE)
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X The amendment(s) was\were approved by the
shareholders. The number of votes cast for
the amendment(s) was/were sufficient for
approval.
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The amendment(s) was/were approved by the
shareholders through voting groups. The
following statement must be separately
provided for each voting group entitled to
vote separately on the amendment(s):
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"The number of votes cast for the amendment(s)
was/were sufficient for approval by
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-------------------------------------------."
voting group
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The amendment(s) was/were adopted by the
board of directors without shareholder action
and shareholder action was not required.
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The amendment(s) was/were adopted by the
incorporators without shareholder action and
shareholder action was not required.
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Signed this 3rd day of September, 1999
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Signature: /s/ Jamee Freeman
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(By the Chairmen or Vice Chairmen of the Board of
Directors, President or other officer if adopted
by the shareholders)
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OR
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(By a director if adopted by the directors)
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OR
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(By an incorporator if adopted by the incorporators)
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JAMEE FREEMAN
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Typed or printed name
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Director
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Title
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ARTICLES OF INCORPORATION
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OF
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MASTERTEL COMMUNICATIONS CORP.
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Articles I. Name
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The name of the corporation shall is:
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MasterTel Communications Corp.
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Article II. Address
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The mailing address of the Corporation is
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MasterTel Communication Corp.
701 Brickell Avenue, Suite 3120
Miami, FL 33131
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Article III. Registered Agent
------------------------------
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The name and address of the registered agent of the
Corporation is:
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Corporate Creations Enterprises, Inc.
4521 PGA Boulevard #211
Palm Beach Gardens, FL 33418
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Article IV. Board of Directors
------------------------------
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The name of each member of the Corporation's Board of
Directors is:
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Jamee Freeman
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The affairs of the Corporation shall be managed by a Board
of Directors consisting of no less than one director. The
number of directors may be increased or decreased from time
to time in accordance with the Bylaws of the Corporation.
The election of directors shall be done in accordance with
the Bylaws. The directors shall be protected from personal
liability to the fullest extent permitted by applicable law.
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Article V. Capital Stock
------------------------
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The Corporation shall have the authority to issue 10,000
shares of common stock, par value $.0001 per share.
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Article VI. Incorporator
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The name and address of the incorporator is:
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Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach, FL 33139
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Article VII. Corporate Existence
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These Articles of Incorporation shall become effective and
the corporate existence will begin on December 16, 1998.
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The undersigned incorporator executed these Articles of
Incorporation on December 17, 1998.
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Corporate Creations International, Inc.
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By: /s/ Greg K. Kuroda
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CORPORARE CREATIONS INTERNATIONAL, INC.
Greg K. Kuroda Vice President
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