FORM OF
ARTICLES OF INCORPORATION
OF
SPACE TELECOM, INC.
THE UNDERSIGNED, for the purpose of forming a corporation for profit
pursuant to Chapter 607, Florida Statutes, does hereby adopt the following
Articles of Incorporation:
WITNESSETH:
ARTICLE I
NAME AND ADDRESS
The name and address of the principal office and/or mailing address of
the Corporation is as follows:
Space Telecom, Inc.
292 South County Road, Suite 109
Palm Beach, Florida 33480
ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date
of the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and
all lawful business.
ARTICLE IV
CAPITAL STOCK
This Corporation is authorized to issue 25,000,000 shares of $.001 par
value common stock.
ARTICLE V
QUORUM FOR STOCKHOLDERS MEETINGS
Unless otherwise provided for in the Corporation's Bylaws, a majority
of the shares entitled to vote, represented in person or by proxy, shall be
required to constitute a quorum at a meeting of shareholders.
ARTICLE VI
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
The street address of the initial registered office of this Corporation
is 2455 East Sunrise Boulevard, Suite 905, Fort Lauderdale, Florida 33304 and
the name of the initial registered agent of this Corporation at such address is R
ichard P. Greene, P.A.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
This Corporation shall have four directors initially. The number of
directors may be either increased or diminished from time to time in the manner
provided in the Bylaws, but shall never be less than one. The names and
addresses of the initial Directors of the Corporation are as follows:
Mr. Jadoomance Rampadaruth
292 South County Road, Suite 109
Palm Beach, FL 33480
Mr. Alain de Lenclos
292 South County Road, Suite 109
Palm Beach, FL 33480
Mr. Jean-Pierre Montant
292 South County Road, Suite 109
Palm Beach, FL 33480
Amal Rampadaruth
292 South County Road, Suite 109
Palm Beach, FL 33480
ARTICLE VIII
INCORPORATORS
The name and address of the Corporation's incorporator is:
Richard P. Greene
2455 East Sunrise Boulevard, Suite 905
Fort Lauderdale, Florida 33304
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify its officers, directors and authorized
agents for all liabilities incurred directly, indirectly or incidentally to
services performed for the Corporation, to the fullest extent permitted under
Florida law existing now or hereinafter enacted.
ARTICLE X
LIMITATION ON SHAREHOLDER SUITS
Shareholders shall not have a cause of action against the Company's
officers, directors or agents as a result of any action taken, or as a result of
their failure to take any action, unless deprivation of such right is deemed a
nullity because, in the specific case, deprivation of a right of action would be
impermissibly in conflict with the public policy of the State of Florida.
The fact that this Article shall be inapplicable in certain circumstances shall
not render it inapplicable in any other circumstances and the Courts of the
State of Florida are hereby granted the specific authority to restructure this
Article, on a case by case basis or generally, as required to most fully give
legal effect to its intent.
IN WITNESS WHEREOF, we have subscribed our names this 4th day of December, 2001.
/s/ Richard P. Greene
___________________________
Richard P. Greene, Incorporator
2455 East Sunrise Boulevard, Suite 905
Ft. Lauderdale, Florida 33304
I hereby am familiar with and accept the duties and responsibilities as
registered agent for said corporation.
RICHARD P. GREENE, P.A.
By: /s/ Richard P. Greene
______________________________
Richard P. Greene, Esq., President
FORM OF
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SPACE TELECOM, INC.
The Articles of Incorporation of the above named corporation (the
"Corporation"), filed with the Department of State on the 1st day of December,
2001, and assigned Document Number P01000117166, are hereby amended 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:
FIRST: ARTICLE IV - CAPITAL STOCK
This Corporation is authorized to issue an aggregate of ONE HUNDRED FIVE
MILLION (105,000,000) shares as follows:
- ONE HUNDRED MILLION (100,000,000) shares of common stock, $.0001
par value per share; and
- FIVE MILLION (5,000,000) shares of Class A common stock, $.0001
par value per share, having 10 votes per share.
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: Not applicable
THIRD: The date of the amendment's adoption was May 16, 2002.
FOURTH: The amendment was adopted by the board of directors without
shareholder action and shareholder action was not required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation this 16th day of May, 2002.
By: /s/ Dutt Rampadaruth
_______________________
Dutt Rampadaruth
Chief Financial Officer & Secretary
