EXHIBIT 3.1
FILED #C10914.99
MAY 04 1999
IN THE OFFICE OF
/S/DEAN HELLER
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
AMERICA'S SHOPPING MALL, INC.
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The undersigned incorporator, for the purpose of forming a corporation
under the General Corporation Law of the State of Nevada (Title 7, Chapter 78 of
Nevada Revised Statutes (the "Act"), and the acts amendatory thereof), does
hereby adopt the following Articles of Incorporation:
ARTICLE I
The name of the corporation (which is hereinafter called the "Corporation")
is AMERICA'S SHOPPING MALL, INC.
ARTICLE II
The name of the corporation's resident agent in the State of Nevada is
Laughlin Associates, and the street address of the said resident agent where
process may be served is 2533 North Carson Street, Carson City, Nevada 89706.
ARTICLE III
The number of shares which the corporation shall have the authority to
issue is 120,000,000, of which 100,000,000 shall be designated Common Stock,
$.001 par value per share, and 20,000,000 shares shall be designated as Series A
Senior Convertible Preferred Stock, $.001 par value per share. All shares are to
be non-assessable.
ARTICLE IV
No holder of any of the shares of the corporation shall, as such holder,
have any right to purchase unissued or treasury stock of the Corporation or
subscribe for any shares of any class which the corporation may issue or sell,
whether or not such shares are exchangeable for any shares of the corporation of
any other class or classes, and whether such shares are issued out of the number
of shares authorized by the Articles of Incorporation of the corporation as
originally filed, or by any amendment thereof, or out of shares of the
corporation acquired by it after the issue thereof, nor shall any holder of any
of the shares of the corporation, as such holder, have any right to purchase or
subscribe for any obligations which the corporation may issue or sell that shall
be convertible into, or exchangeable for, any shares of the corporation of any
class or classes, or to which shall be attached or shall appertain any warrant
or warrants or other
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instrument or instruments that shall confer upon the holder thereof the right to
subscribe for, or purchase from the corporation any shares of any class or
classes.
ARTICLE V
The purpose for which the corporation is organized, in addition to engaging
in any lawful act or activity for which a corporation may be organized pursuant
to the General Corporation Law of the State of Nevada, and without limiting the
generality of the foregoing, are as follows:
(1) To engage in the business of mail order catalogues and to facilitate
the marketing and distribution of the catalogues; and in general to do all
things necessary and proper for the successful conduct of such a business.
(2) To conduct research, to develop new products and to refine existing
products;
(3) To purchase, lease, or otherwise acquire, in whole or in part, the
business, the good will, rights, franchises and property of every kind, and to
undertake the whole or any part of the assets or liabilities, of any person,
firm, association, non-profit or profit corporation, or own property necessary
or suitable for its purposes, and to pay the same in cash, in the stocks or
bonds of this company or otherwise, to hold or in any manner dispose of the
whole or any part of the business or property so acquired and to exercise all of
the powers necessary or incidental to the conduct of such business.
(4) To discount and negotiate promissory notes, drafts, bill of exchange
and other evidence of debts, and to collect for others money due them on notes,
checks, drafts, bill of exchange, commercial paper and other evidence of
indebtedness.
(5) To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, or otherwise dispose of, to guaranty,
invest, trade, and deal in and with personal property of every class and
description.
(6) To enter into any kind of contract or agreement, cooperative or profit
sharing plan with its officers or employees that the corporation may deem
advantageous or expedient or otherwise to reward or pay such persons for their
services as the directors may deem fit.
(7) To lend or borrow money and to negotiate and make loans, either on its
own account or as agent, or broker for others.
(8) To enter into, make, perform and carry out contracts of every kind and
for any lawful purpose, without limit as to amount with any person, firm,
association, cooperative profit or non-profit corporation, municipality, State
of Government or any subdivision, district or department thereof.
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(9) To buy, sell, exchange, negotiate, or otherwise deal in, or hypothecate
securities, stocks, bonds, debentures, mortgages, notes or other collateral or
securities, created or issued by any corporation wherever organized including
this corporation, within such limits as may be provided by law, and while owner
of any such stocks or other collateral to exercise all rights, powers and
privileges of ownership, including the right to vote the same; to subscribe for
stock of any corporation to be organized, other than to promote the organization
thereof.
(10) To purchase or otherwise acquire, own, hold, lease, sell, exchange,
assign, transfer, mortgage, pledge, license, or otherwise dispose of any
letters, patents, copyrights, or trademarks of every class and description.
(11) To carry out all or any part of the foregoing objects as principal,
broker, factor, agent, contractor, or otherwise, either alone or through or in
conjunction with any person, firm, association or corporation, and in any part
of the world, and in carrying on its business and for the purposes of attaining
or furthering any of its objects and purposes, and to make and perform any
contracts and to do any acts and things, and to exercise any power suitable,
convenient, or proper for the accomplishment of any of the objects and purposes
herein enumerated or incidental to the powers herein specified, or which at any
time may appear conducive or expedient for the accomplishment of any such
objects and purposes;
(12) To carry out all or any part of the objects and purposes, and to
conduct its business in all or any of its branches and in any or all states,
territories, districts, and possessions of the United States of America and in
foreign countries; and to maintain offices and agencies in any or all states,
territories, districts, and possessions of the United States of America and in
foreign countries; and
(13) In general, to possess and exercise all the powers and privileges
granted by the Act or by any other law of Nevada or by these Articles of
Incorporation together with any powers incidental thereto. The foregoing
enumeration of the purposes, objects, and business of the corporation is made in
furtherance and not in limitation of the powers conferred upon the corporation
by law and it is not intended by the mention of any particular purpose, object
or business in any manner to limit or restrict the generality of any other
purposes, object or business mentioned or to limit or restrict any of the powers
of the Corporation, and the said Corporation shall have, enjoy and exercise all
of the powers and rights now or hereafter conferred by statue upon corporations
of a similar character, it being the intention that the purposes, objects, and
powers specified in each of the paragraphs of this Article of the Articles of
Incorporation shall, except as otherwise expressly provided, in no way be
limited or restricted by reference to or inference from the terms of any other
clause or paragraph of this or any other Article of these Articles of
Incorporation, and shall each be regarded as independent, and construed as
powers as well as objects and purposes; provided, however that nothing herein
contained shall be deemed to authorize or permit the corporation to carry on any
business or exercise any power, or do any Act which a corporation under the laws
of Nevada may not at the time lawfully carry on or do.
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ARTICLE VI
The governing board of the Corporation shall consist of directors of the
Corporation. The number of directors constituting the initial Board Directors of
the Corporation is five (5). The board of directors by majority vote may from
time to time by resolution change the number of directors of the Corporation.
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where this Act provides that the
directors may act in certain instances where the Articles of Incorporation
authorize such action by the directors, the directors are hereby given authority
to act in such instances without specifically numerating such potential action
or instance herein. The directors are specifically given the authority to
mortgage or pledge any or all assets of the business without stockholders'
approval.
The names and addresses including street and number of persons who are to
serve as directors until the next annual meeting of the shareholders or until
their successors are elected and shall qualify are:
NAME ADDRESS
Dennis McNany 11 Benedict Drive
Hopatcong, New Jersey 07849
Robert Trause 429 Hackensack Street
Carlstadt, New Jersey 07072
Irwin Schneidmill 382 Route 59, Section 3 10
Monsey, New York 10952
Chase Caro 60 East 42nd Street, Suite 2001
New York, New York 10165
Richard Truzzolino 84 Tanglewood Drive
East Hanover, New Jersey 07936
ARTICLE VII
The corporation shall, to the fullest extent legally permissible under the
provisions of the General Corporation Law of the State of Nevada, as the same
may be amended and supplemented, indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions from and against any
and all liabilities (including expenses)
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imposed upon or reasonably incurred by him in connection with any action, suit
or other proceeding in which he may be involved or with which he may be
threatened, or other matters referred to in or covered by said provisions both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer of the corporation. Such indemnification provided shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, Agreement or Resolution adopted by the shareholders
entitled to vote thereon after notice.
ARTICLE VIII
No contract or other transaction between this corporation and any one or
more of its directors or any other corporation, firm, association, or entity in
which one or more of its directors or officers are financially interested, shall
be either void or voidable because of such relationship or interest, or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted of such purpose if (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested director, or (b) the fact of such
relationship or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, and (c) the contract or transaction is fair and reasonable
to the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction.
ARTICLE IX
The personal liability of all of the directors of the corporation is hereby
eliminated to the fullest extent allowed as provided by the Nevada General
Corporation Law, as the same may be supplemented and amended.
ARTICLE X
The name and address of the incorporator of the Corporation is as follows:
NAME ADDRESS
Galina Stiler 60 East 42nd Street
New York, New York 10165
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ARTICLE XI
The period of duration of the corporation shall be perpetual.
The undersigned incorporator has executed these Articles of Incorporation
this 30th day of April, 1999.
/s/ Galina Stiler
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Galina Stiler
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said county and state, personally
appeared, Galina Stiler, who is known to me to be the same person who executed
the foregoing Articles of Incorporation and duly acknowledged execution of the
same. In witness whereof, I have hereunto subscribed my name and affixed my
official seal, this 30 day of April, 1999.
/s/ Sybil C. Kierstedt
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Notary Public
SYBIL C. KIERSTEDT
Notary Public, State of New York
No. 01KI4949643
Qualified in Kings County
Commission Expires April 17, 2001