Articles of Incorporation - Collectibles America Inc.
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
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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
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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.
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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
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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.
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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
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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