FILED
IN THE OFFICE OFTHE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 22, 1999
NO.C28591-97
------------
/s/Dean Heller
- ---------------
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
VIRTUAL BRAND, INC.
JEFFREY PHILLIPS and GREGORY GIBSON certify that:
1. They are President and Secretary, respectively of Virtual
Brand, Inc., a Nevada corporation incorporated on December 19,
1997.
2. Article First of the Articles of Incorporation of this
corporation is amended to read as follows
ARTICLE FIRST.
FIRST. The name shall be: UBrandit.com
3. The foregoing Amendment of Articles of Incorporation has been
duly approved by the Board of Directors,
4. The corporation is a corporation that has issued stock.
5. The foregoing Amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance
with Section 78.320 and 78.390 of the Nevada Revised Statutes. In
excess of 50% of the outstanding shares of the corporation voted
in favor of the Amendment that equaled or exceeded the vote
required.
We further declare under penalty of perjury under the laws of the
Stateof Nevada the matters set forth in this certificate are true
and correct of our own knowledge.
Date: February 18, 1999
/s/Jeffery Phillips /s/Gregory Gibson
---------------------------- -------------------------
JEFFERY PHILLIPS , President GREGORY GIBSON, Secretary
State of California
County of San Diego
This instrument was acknowledged befor me on
February 13, 1997 by
Jeff Phillips
as President Jamie L. Phillips
of UBrandit.com Commission #1189374
/s/Jamie L. Phillips Monterey Pacific, California
- -------------------- San Diego, County
Jamie L. Phillips My Comm. expires July 9, 2002
SECRETARY OF STATE
[Seal of Nevada]
STATE OF NEVADA
CORPORATE CHARTER
1, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MOUNT MERLOT ESTATES, INC. did on December 19, 1997 file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, on
December 22, 1997.
/s/Dean Heller
------------------
Dean Heller
Secretary of State
By: Kelly R. Davenport
----------------------
Kelly R. Davenport
Certification Clerk
THE GREAT SEAL OF THE STATE OF NEVADA [Raised Seal]
CERTIFICATION AMENDING ARTICLES OF INCORPORATION
OF
MOUNT MERLOT ESTATES, INC.
The undersigned, being President and Secretary of MOUNT MERLOT ESTATES,
INC. a Nevada corporation, hereby Certify that by majority vote of the Board of
Directors and majority of the shareholders at a meeting held on January 5, 1999,
it was agreed by unanimous vote than the CERTIFICATION AMENDING ARTICLES OF
INCORPORATION be filed..
The undersigned further certify that the Original Articles of Incorporation
of MOUNT MERLOT ESTATES, INC. were filed with the Secretary of the State of
Nevada on the 19th. Day of December 1997. The undersigned further certify that
Articles First of the Original Articles of incorporation filed on December 19,
1997, herein is amended to read as follows:
ARTICLE FIRST
FIRST The name shall be:
VIRTUAL BRAND, INC.
The undersigned hereby certify that they have on this 6th day of January
1999., executed this Certificate Amending the Original Articles of Incorporation
hereto for filing with the Secretary of the State of Nevada.
/s/ Patricia Wiate
------------------
Patricia Wiate
State of California)
County of San Diego)ss
On this 6th day of January, 1999, before me the undersigned, a Notary Public in
and for the County of San Diego, State of California. Personally appeared
Patricia Wiate, known to be the person whose name is subscribed to the foregoing
Certificate Amending Articles of Incorporation and acknowledged to me that they
executed the same.
/s/ Ranji Patel
- -----------------
Notary Public
FILED
In THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 19, 1997
No. C28591-97
---------------
/s/Dean Heller
--------------
Dean Heller, Secretary of State
ARTICLES OF INCORPORATION
-------------------------
OF
--
MOUNT MERLOT ESTATES, INC.
--------------------------
KNOW ALL MEN BY THESE PRESENTS, that we the undersigned, do hereby
associate into a corporation under and pursuant to the provisions and by
virtue of the laws of the State of Nevada, as provided in the Corporation Act
of 1925, and all acts amendatory and supplemental thereto, and for that
purpose do hereby make, subscribe, acknowledge, certify and set forth as
follows:
FIRST: That the name of the corporation shall be:
MOUNT MERLOT ESTATES, INC.
SECOND: The corporation may maintain offices, agencies and places of
business in any state in the United States and in foreign countries without
restriction as to place; and the corporation may keep such books, papers and
records of the corporation as are not required by law to be kept within the
State of Nevada, and as the Directors may find convenient, in such offices,
agencies and places of business.
THIRD: The nature of the business to be transacted and the objects and
purposes to be promoted and carried on by the corporation shall be as follows:
a) The provisions in the clauses contained in this Article are to be
construed both as purposes and powers and shall, except when
otherwise expressed in this Article be in no wise limited or
restricted by reference to or inference from the terms of any clause
of this, or of any other Article of these Articles, but each of the
purposes and powers specified in this Article shall
be regarded as independent purposes and powers; and the
specification herein contained of particular powers is not intended
to be, and shall not be held to be, in limitation of the general
powers herein contained, or in limitation of the powers granted to
corporations under the laws of the State of Nevada, but is intended
to be, and shall be held to be, in furtherance thereof.
b) To perform services of every kind and nature authorized by law
for any person, firm, association or corporation. To enter into,
make, perform and carry out contracts of every kind and character
with any person, firm, association or corporation.
c) To engage in and conduct every type of building and/or
contracting and/or mining work in the State of Nevada and in every
state and territory of the United States, and/or in any foreign
country, including, but not limited to the construction of all types
of buildings, highways, mining developments, irrigation works, naval
and military installations, docks, piers, airports, ranching and
farming projects, and also to engage in every type and manner of
activity incidental thereto; and in connection with or independently
of the above, to own, lease and rent and/or in any manner deal with
and trade in every type and manner of motor vehicles, machinery,
equipment, merchandise and supplies, and to manage, operate and
conduct every type and manner of business in which such may be
employed; to enter into every kind and manner of contract and
agreement concerning such work; to give and post bond for the
faithful performance thereof; and without limitation, except as may
be imposed by law, to do every act and thing necessary and/or
required in the carrying on, operating and conducting of a general
contracting business; to engage in the transportation of passengers
and commodities both
intrastate and interstate, and within the State of Nevada, and in
any other state - and territory in the United States and/or in any
foreign country; to build, rent, lease, buy, sell, own, operate and
manage machine shops, foundries, garages, service stations, depots,
hotels, restaurants, taxi cabs, stages, bus lines, freight lines,
passenger and transportation lines, railroads and steamships, and
airlines.
d) To manufacture, purchase, sell and deal in, export and import
personal property of all kinds other than and in addition to goods,
wares and merchandise hereinbefore set forth and described, and to
pledge, hypothecate, or to otherwise encumber the same in any manner
whatsoever, or to borrow thereon, in such ways and to such extent as
may be prescribed or required by the laws of any state of the United
States or any other country.
e) To mortgage, pledge, hypothecate and trade in all manner of
goods, wares, merchandise, commodities and products, including
machinery and mechanical appliances of every description.
f) To acquire by purchase, lease or otherwise, the good will,
business., property, assets, franchises and rights, in whole or in
part of any person, firm, association or corporation; and to assume
all or any of the liabilities thereof and to pay for the same in
cash, with the stock of this corporation or its debentures, or
bonds, or otherwise, and to hold, maintain, operate and conduct, as
well as in any manner to dispose of, the whole or any part of the
property so acquired, but always in accordance with, and subject to,
the laws of the State of Nevada.
g) To borrow money and contract debts when necessary for the
transaction of the business of the corporation, for the exercise of
its corporate rights, privileges or franchises, or for any
other purpose of its incorporation; also to issue bonds, promissory
notes, bills of exchange, debentures and other obligations and also
evidences of indebtedness, payable at specified time or times, or
payable upon the happening of a specified event or events, and when
necessary to secure the same by mortgage, pledge or otherwise, for
money borrowed or goods purchased or for payment of property bought
or acquired or for any other lawful obligation; also to issue, sell
and dispose of certificates of investment or participation
certificates, upon such terms and under such conditions as are or
may be prescribed by the laws of the State of Nevada, or by the
by-laws of the corporation.
h) To loan the funds of the corporation upon notes, bonds,
mortgages, deeds of trust, debentures or other securities, or
property, real, personal or mixed, or otherwise.
i) To receive, collect and dispose of principal and interest,
dividends, income, increment and profits upon or from all or any
notes, stocks, bonds, deeds of trust, debentures, securities,
obligations and other property held, owned or possessed by the
corporation, or any other person, firm or corporation as escrow or
trustee or for the use and benefit of the corporation and to
exercise in respect of all such stocks, bonds, mortgages, deeds of
trust, notes, debentures, obligations, securities and all other
property and any and all bonds, any and all rights of individual
ownership thereof.
J) To purchase, acquire and to hold, use, operate, introduce, sell,
assign or otherwise dispose of, hire, let or license, any patents,
patent rights, licenses, trademarks, trade names, privileges,
formulas, secret processes, and any and all inventions, improvements
and processes used in connection with or
secured under letters patent and grants of the United States of
America or any other country or government, and which may appear
likely to be advantageous or useful to the corporation, and to use,
exercise, develop, and grant licenses in respect of and to turn to
account, manufacture, build and construct under such patents,
licenses, processes and the like, inventions and improvements with
the view of working and developing the same and effectuating the
foregoing objects or any part thereof.
k) To act as agent, attorney in fact, trustee, or in any other
representative capacity for other persons, firms or corporations.
l) To guarantee, purchase, hold, sell, transfer, assign, mortgage,
pledge or otherwise dispose of the shares of the capital stock, or
of any bonds, securities or evidences of indebtedness, created by
any other corporation or corporations of the State of Nevada, or of
any other state or government, and while owner of such stocks to
exercise all rights, powers and privileges of ownership, including
the right to vote thereon.
m) To purchase, hold, sell, transfer and re-issue shares of its own
stock, but always in accordance with, and as permitted by, the laws
of the State of Nevada, and the by-laws of the corporation.
n) To enter into, make and perform contracts of every kind with any
person, firm, association or corporation, public, private or
municipal; or anybody politic, and with any state of with the
government of the United States or any dependency thereof, as well
as any foreign government; and in general to carry on and conduct
and engage in any business in connection with the foregoing,
either as manufacturer, dealer, principal, agent, or otherwise
permitted to corporations organized under the laws of Nevada.
o) To establish, maintain, operate, conduct and carry on in the
State of Nevada and in any or all of the several states,
territories, possessions and dependencies of the United States, the
District of Columbia, and in any foreign country, its business or
any part or parts thereof, and as many other businesses, stores,
plants, factories, mills, warehouses, offices, and agencies as may
be necessary or deemed expedient for the corporation and its
business, as well as for the extension, expansion and exploitation
of the affairs, operation and benefit of the corporation.
p) To elect not to be taxed as a corporation, but as a Subchapter S
Corporation under the United States Internal Revenue Code.
q) And generally to do all and everything necessary, suitable,
convenient or proper for the accomplishment of any of the purposes
or the attainment of any of the objects or the furtherance of any of
the powers hereinbefore set forth, either alone or in association
with other corporations, firms, or individuals, and to do every
other act or thing incidental or pertaining to or growing out of the
aforesaid purposes or powers, and/or any of them, provided the same
be not inconsistent with the laws of the State of Nevada; and also
to exercise any and all of the powers conferred upon corporations by
the laws of the State of Nevada which now exist or which may be
hereafter conferred upon or granted to corporations by the laws of
the said State of Nevada.
r) In furtherance and not in limitation of the powers conferred by
the laws of the State of Nevada, the Board of Directors is
expressly authorized from time to time to determine whether and to
what extent and at what times and places and under what conditions
and regulations the books and accounts of this corporation, or any
of them other than the stock ledger, shall be open to inspection of
the stockholders, and no stockholder shall have the right to inspect
any account or book or document of the corporation, except as
conferred by law or authorized by Resolution of the Directors or of
the Stockholders.
FOURTH: This corporation is authorized to issue Twenty-Five Million
(25,000,000) common shares of stock at one tenth of one cent ($.001) par value
rights and privileges to be set by the Board of Directors and no other class of
stock shall be authorized. All or part of the shares of the capital stock may
be issued by the corporation from time to time and for such consideration as
may be determined upon and fixed by the Board of Directors as provided by law.
FIFTH: The initial members of the Governing Board -shall be known as
Directors and the number thereof shall be One. A different number of Directors
may be fixed by the By-laws. provided, that the number may be increased or
decreased within the limit above specified from time to time pursuant to the
By-laws.
The names of the First Board, consisting of one (1) Directors, shall be
as follows:
NAMES: Delbert Marshall
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ADDRESS: 1000 Saliman Drive #A104 Carson City, Nevada 89701
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SIXTH: The capital stock, after the value thereof has been paid in, shall
be subject to no further assessment to pay debts of the corporation.
SEVENTH: The name of the incorporators signing these Articles of
Incorporation is as follows:
NAMES: Delbert Marshall
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ADDRESS: 1000 Saiman Drive #A104 Carson City, Nevada 89701
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EIGHTH: This corporation is to have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers conferred by
statute, the
Board of Directors is expressly authorized:
Subject to the By-laws, if any, adopted by the stockholders, to
make, alter or amend the By-laws of the corporation;
To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed
mortgages and liens upon the real and personal property of this
corporation;
From time to time, to determine whether, and to what extent, and at
what times and places, and under what conditions and regulations,
the accounts and books of this corporation (other than the original
or duplicate stock ledger), or any of them, shall be open to
inspection of stockholders, and no stockholder shall have any right
of inspecting any account, book or document of this corporation
except as conferred by statute, unless authorized by a Resolution of
the stockholders or directors; By Resolution, or Resolutions, passed
by a majority of the whole board, to designate one or more
committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in said
Resolution, or Resolutions, or in the By-laws of the corporation,
shall have, and may exercise the powers of the Board of Directors in
the management of the business affairs of the corporation, and may
have power to authorize the sea[ of the corporation to be affixed to
all papers which may require it. Such committee, or committees,
shall have such name, or names, as may be stated in the By-laws of
the corporation, or as may be determined by resolution adopted by
the Board of Directors; Pursuant to the affirmative vote of the
stockholders, of at least a majority of the stock issued and
outstanding, having voting power, given at a stockholders' meeting
duly called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and
authority, at any meeting, to sell, lease or exchange all of the
property and assets of this corporation, including its good will and
its corporate -franchises, upon such terms and conditions as its
Board of Directors deem expedient and for the best interests of the
corporation.
This corporation may, in its By-laws, confer powers upon its Directors in
addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by statute.
TENTH: Both Stockholders and Directors shall have power, if the By-laws
so provide, to hold their meetings, and to have one or more offices within or
without the State of Nevada, and to keep the books of this corporation (subject
to the requirements of the statutes) outside the State of Nevada at such places
as may from time to time be designated by the Board of Directors.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute or by these Articles of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
TWELFTH: Bruce Thompson whose address is 128 Fortune Drive Dayton,
Nevada 89403 will be the Resident Agent of the corporation.
1. Bruce Thompson, hereby accept appointment as Resident Agent for the
above named corporation.
Dated this 16th day of December, 1997. /s/ Bruce Thompson
----------------------
We, THE UNDERSIGNED, being the original incorporators hereinbefore named
for the purpose of forming a corporation to do business both within and
without the State of Nevada, and in pursuance of the Corporation Laws of
the State of Nevada, being Chapter 177 of the Laws of 1925, and the acts
amendatory thereof and supplemental thereto, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated
are true.
/s/Delbert Marshall
-------------------
Delbert Marshall
State of Nevada )
Carson City )
On this 16th day of December, 1997, in Carson City, Nevada, before me the
undersigned, a Notary Public in and for Carson City, State of Nevada
personally appeared:
Delbert Marshall
Known to me to be the person whose name is subscribed to the foregoing
document and acknowledged to me that he executed the same.
/s/Beverly Thompson
-------------------
Beverly Thompson
Notary Public
(Seal)
BEVERLY THOMPSON
NOTARY PUBLIC - NEVADA
CARSON CITY
My Appt. Exp. March 1, 1998