EXHIBIT 3.4
ARTICLES OF INCORPORATION
OF
AMERICA'S SHOPPING MALL, INC.
(COMPOSITE COPY, AS AMENDED)
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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 20,020,000 of which 20,000,000 shall be designed Common Stock, $.001
par value per share, and 20,000 shares shall be designated as Series A Senior
Convertible Preferred Stock, $.001 par value per share. All shares are to be
fully paid and non-assessable. The Series A Senior Convertible Preferred Stock
shall have such rights and preferences set forth in the Certificate of
Designation of Series A Senior Convertible Preferred Stock. The Board of
Directors shall file with the Nevada Secretary of State such a Certificate of
Designation.
ARTICLE IV
The purposes for which the corporation is organized are:
To engage in a specialty advertising business and a retail catalogue
business; and in connection therewith to purchase and otherwise acquire, hold
for sale, advertise for sale by catalogues or other means, and sell and
otherwise dispose of by means of mail orders, telephone orders, or otherwise,
goods of every type and description, and in general to do all lawful things
necessary or convenient for the conduct of such a business; and
To engage in any lawful act or activity for which a corporation may be
organized pursuant to the General Corporation Law of the State of Nevada, except
that the corporation is not organized to engage in any act or activity requiring
the consent or approval of any official, department, board, agency or other body
of the State of Nevada without such consent or approval first being obtained.
ARTICLE V
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 VI
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 VII
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 VIII
The period of duration of the corporation shall be perpetual.
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