printer-friendly

Sample Business Contracts

Articles of Incorporation - Collectibles America Inc.

Sponsored Links

                            Articles of Incorporation

                                       of

                           Collectibles America, Inc.

                               A Nevada Corportion


     The undersigned natural person, being more than eighteen (18) years of age,
do hereby  establish a corporation  under Nevada Revised Statute 70.010 et seq.,
and adopt the following Articles of Incorporation.

                                    ARTCLE I
                                      NAME


     The name of the corporation shall be "Collectibles America, Inc."

                                   ARTICLE II
                                REGISTERED OFFICE

     The registered  agent shall be James S. Kent, 4180 South Pecos,  Suite 180,
Las Vegas, Nevada, 89121. The corporation may also maintain an office or offices
at such other place or places,  either  within or without the State of Nevada as
may be determined, from time to time, by the Board of Directors.

                                   ARTICLE III
                                     PURPOSE

     The purpose for which the  corporation  is  organized  is to own and manage
sports collectibles items stores, including the


<PAGE>


purchase of such  stores  which may  already be in  existence,  purchase of such
stores  which may already be in  existence,  purchase  and sale of  inventory of
sports items, the purchase and sale of sports collectibles, exclusive agreements
with  atheletes/celebrities,  and any related business activity not forbidden by
law or these Articles of Incorporation.

                                   ARTICLE IV
                                 SHARES OF STOCK

     Section 1.  Authorized  Shares.  The  aggregate  number of shares which the
corporation shall have the authority to issue shall consist of 25,000,000 shares
of common stock with one-tenth of a cent ($0.001) par value.  Said  Incorporator
as set forth in  Article  VI below  shall be the  owner of all of the  shares of
common stock.

                                    ARTICLE V
                                    DIRECTORS

     A. The  business  and  affairs of the  corporation  shall be managed by the
Board of Directors.

     B. There  shall be no fewer than one (1)  director,  and there  shall be no
fewer directors than the number of shareholders.

     C. The names and addresses of the Directors constituting the first Board of
Directors shall be:

        James S. Kent
        4180 S. Pecos, Suite 180
        Las Vegas, NV 89121


<PAGE>


                                   ARTICLE VI
                                  INCORPORATORS


     The  name  and  address  of  the  incorporators  signing  the  Articles  of
Incorporation shall be as follows:

        James S. Kent
        4180 S. Pecos, Suite 180
        Las Vegas, NV 89121

                                   ARTICLE VII
                       DIRECTORS' AND OFFICERS' LIABILITY

     No director of officer of the corporation shall be personally liable to the
corporation  or its  stockholders  for damages for breach of fiduciary duty as a
director or officer.  However,  this  article  does not  eliminate  or limit the
liability of the director or officer for:

     (a) Acts or omissions  which  involve  intentional  misconduct,  fraud,  or
knowing violation of law; or

     (b) The payment of dividends in violation of NRS 78.300.


<PAGE>


     IN WITNESS WHEREOF,  the undersigned have hereunto  executed these Articles
of Incorporation on this 25th day of October, 1995.

/s/ James S. Kent
-----------------
JAMES S. KENT
Incorporator


                                 ACKNOWLEDGMENT

STATE OF NEVADA                     )
                                    )   ss:
COUNTY OF CLARK                     )

     On this 25th day of October,  1995, before me the undersigned Notary Public
in and for said County and State, personally appeared JAMES S. KENT, known to me
to be the  person  described  in and who  executed  the  foregoing  Articles  of
Incorporation,  and who  acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.

     WITNESS my hand and official seal.

/s/ Kathy Gentry
-----------------
NOTARY PUBLI


<PAGE>




                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                           COLLECTIBLES AMERICA, INC.

     Pursuant to the applicable  provisions of the Nevada Business  Corporations
Act,  Collectibles  America,  Inc.  (the  "Corporation")  adopts  the  following
Articles of Amendment to its Articles of Incorporation:

     FIRST: The present name of the Corporation is Collectibles America, Inc..

     SECOND:  The  following  amendments to its Articles of  Incorporation  were
adopted by the board of directors and by majority consent of shareholders of the
Corporation in the manner prescribed by applicable law.

     (1) The Article entitled ARTICLE I - NAME, is amended to read as follows:

                                ARTICLE I - NAME

     The name of the corporation shall be: BeFirst.com

     (2) The Article entitled ARTICLE IV - STOCK, is amended to read as follows:

                               ARTICLE IV - STOCK

     Common.  The aggregate number of common shares which this Corporation shall
have authority to issue is 50,000,000  shares of Common Stock having a par value
of $.001 per share.  All common  stock of the  Corporation  shall be of the same
class, common, and shall have the same rights and preferences. Fully-paid common
stock of this Corporation shall not be liable to any further call or assessment.

     Preferred.  The Corporation  shall be authorized to issue 500,000 shares of
Preferred  Stock  having a par value of $.001  per  share and with such  rights,
preferences and designations determined by the board of directors.

     THIRD: The Corporation has effectuated,  effective with the commencement of
business  on June 18,  1999,  a 2 for 1 reverse  stock split as to its shares of
common stock  outstanding as of the opening of business on June 17, 1999,  which
decreases  the  outstanding  shares  as of that date  from  5,000,000  shares to
2,500,000  shares.  The  reverse  split shall not change the number of shares of
Common Stock authorized for issuance by the Corporation.


<PAGE>


     FOURTH: The number of shares of the Corporation outstanding and entitled to
vote at the time of the adoption of said amendment was 13,600,000.

     FIFTH:  The number of shares voted for such amendments was 13,440,000 (98%)
and no shares were voted against such amendment.

     DATED this 17th day of June, 1999.

                                         COLLECTIBLES AMERICA, INC.


                                         By:  /s/ Mick Jardine
                                              ---------------------------------
                                              Mick Jardine, President/Secretary


                                  VERIFICATION

STATE OF UTAH                  )
                               : ss.
COUNTY OF SALT LAKE            )

     The  undersigned  being  first duly sworn,  deposes  and  states:  that the
undersigned is the President of Collectibles America, Inc., that the undersigned
has read the  Certificate  of Amendment and knows the contents  thereof and that
the same  contains a truthful  statement  of the  Amendment  duly adopted by the
board of directors and stockholders of the Corporation.


                                                     /s/ Mick Jardine
                                                     ---------------------------
                                                     Mick Jardine


<PAGE>


STATE OF UTAH                  )
                               : ss.
COUNTY OF SALT LAKE            )

     Before me the  undersigned  Notary  Public in and for the said  County  and
State,  personally appeared the President and Secretary of Collectibles America,
Inc., a Nevada  corporation,  and signed the foregoing  Articles of Amendment as
his own free and voluntary acts and deeds pursuant to a corporate resolution for
the uses and purposes set forth.

     IN  WITNESS  WHEREOF,  I have set my hand and seal  this  17th day of June,
1999.

                                                     /s/ Thomas G. Kimble
                                                     ---------------------------
                                                     NOTARY PUBLIC

Notary Seal

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                   BeFirst.com

     Pursuant to the applicable  provisions of the Nevada Business  Corporations
Act,  BeFirst.com  (the  "Corporation")  adopts  the  following  Certificate  of
Amendment to Articles of Incorporation:

     FIRST: The name of the Corporation is BeFirst.com.

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was
adopted by the Board of Directors and by the majority consent of Stockholders of
the Corporation in lieu of a meeting:

                                "ARTICLE I - NAME

          The name of the corporation shall be FindWhat.com."


DATED: September 1, 1999

                                             BeFirst.com


                                             By: /s/ Craig Pisaris-Henderson
                                                 ------------------------------
                                                 Name:  Craig Pisaris-Henderson
                                                 Title: President & Secretary

STATE OF FLORIDA    )
                    :
COUNTY OF LEE       )

     This instrument was  acknowledged  before me on September 1, 1999, by Craig
Pisaris-Henderson,  as  President,  as designated  to sign this  certificate  of
BeFirst.com.


                                                             /s/ Sandra E. Noble
                                                             -------------------
                                                             NOTARY PUBLIC