ARTICLES OF INCORPORATION
OF
BF ACQUISITION GROUP III, INC.
The undersigned incorporator, for the purpose of forming a
corporation under the Florida Business Corporation Act, hereby
adopt(s) the following Articles of Incorporation.
ARTICLE I. CORPORATE NAME.
The name of this corporation is BF Acquisition Group III, Inc.
ARTICLE II. PRINCIPAL OFFICE.
The principal place of business and mailing address of this
corporation are 319 Clematis Street, Suite 812, West Palm Beach,
Florida 33401.
ARTICLE III. CAPITAL STOCK.
The number of shares of stock that this corporation is authorized
to have outstanding at any one time is:
1. 50,000,000 shares of Common Stock, $0.001 par value; and
2. 5,000,000 shares of Preferred Stock. The board of
directors is authorized to provide for the issuance of such
Preferred Stock in classes and series and, by filing the
appropriate articles of amendment with the Secretary of
State of Florida, is authorized to establish the number of
shares to be included in each class and series and the
preferences, limitations, and relative rights of each class
and series.
ARTICLE IV. - NO ANTI-TAKEOVER LAW GOVERNANCE
The corporation hereby elects that the following Florida Statutes
shall not apply to the corporation:
1. F.S. 607.0901, or any laws related thereto, governing
affiliated transactions; and
2. F.S. 607.0902, or any laws related thereto, governing
control-share acquisitions.
ARTICLE V. - DIRECTOR - CONFLICTS OF INTEREST
No contract or other transaction between the corporation and one
or more of its directors, or between the corporation and any other
corporation, firm, association or other entity in which one or more of
the directors are directors or officers, or 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 her votes are counted for such purpose,
if:
(a) The fact of such relationship or interest is disclosed or
known to the board of directors, or a duly empowered
committee thereof, which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient
for such purpose without counting the vote or votes of such
interested director or directors; or
(b) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they
authorize, approve or ratify such contract or transaction
by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to
the corporation at the time it is authorized by the board
of directors, committee or the shareholders.
A director of the corporation may transact business, borrow,
lend, or otherwise deal or contract with the corporation to the
fullest extent and subject only to the limitations and provisions of
the laws of the State of Florida and the laws of the United States.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a
committee thereof which authorizes, approves or ratifies such contract
or transaction.
ARTICLE VI. - INDEMNIFICATION
The Corporation shall indemnify and shall advance expenses on
behalf of its officers and directors to the fullest extent permitted
by law in existence either now or hereafter.
ARTICLE VII. INITIAL REGISTERED AGENT AND OFFICE.
The name and address of the initial registered agent are David M.
Bovi, 319 Clematis Street, Suite 812, West Palm Beach, Florida 33401.
ARTICLE VIII. INCORPORATORS.
The name and street address of the incorporator to these articles
of incorporation are David M. Bovi, 319 Clematis Street, Suite 812,
West Palm Beach, FL 33401.
The undersigned incorporator has executed these articles of
incorporation on April 14, 1999.
/s/ David M. Bovi
------------------------------
David M. Bovi, Incorporator
Acceptance of Registered Agent
Having been named to accept service of process for BF Acquisition
Group III, Inc., at the place designated in the articles of
incorporation, the undersigned is familiar with and accept the
obligations of that position pursuant to F.S. 607.0501(3)
/s/ David M. Bovi
-----------------------------
David M. Bovi
Date: April 14, 1999
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BF ACQUISITION GROUP III, INC.
Pursuant to the provisions of Section 607 of the Florida Statutes, the
undersigned corporation adopts the following articles of amendment to
its articles of incorporation:
I. The name of the corporation is BF ACQUISITION GROUP III, INC.
II. The following amendment to the articles of incorporation were
adopted and approved by the board of directors on July 12, 2004. The
number of votes cast for the amendments were sufficient for approval.
Shareholder approval was not required.
1. Article III of the original articles of incorporation shall be
deleted and replaced with the following:
ARTICLE III. CAPITAL STOCK.
The number of shares of stock that this corporation is authorized
to have outstanding at any one time is:
1. 50,000,000 shares of Common Stock, $0.001 par value; and
2. 5,000,000 shares of Preferred Stock. The board of
directors is authorized to provide for the issuance of such
Preferred Stock in classes and series and, by filing the
appropriate articles of amendment with the Secretary of
State of Florida, is authorized to establish the number of
shares to be included in each class and series and the
preferences, limitations, and relative rights of each class
and series.
3. Of these shares of Preferred Stock, 3,000,000 shares shall
have the following preferences, limitations and relative
rights:
A. The stated value of each share of the Series A Preferred
Stock shall be $0.50 par value.
B. The holders of the shares of the Series A Preferred Stock
shall have the right, at their option, to convert shares
of the Series A Preferred Stock into shares of the
corporation?s common stock at any time subsequent to the
three-year anniversary of the date of issuance of the
shares of the Series A Preferred Stock. The shares of the
Series A Preferred Stock, upon surrender, shall be
convertible at the office of any transfer agent for the
corporation?s common stock into fully paid and non-
assessable shares of the corporation?s common stock. The
number of shares deliverable upon conversion of one (1)
share of the Series A Preferred Stock shall be one (1).
C. The shares of the Series A Preferred Stock shall have
identical voting rights and powers as common stock,
except that each share of the Series A Preferred Stock is
entitled to vote two (2) common stock votes per share of
Series A Preferred Stock on all matters that holders of
common stock are entitled to vote on, without provision
for cumulative voting. Each share of the Series A
Preferred Stock is entitled to vote one (1) vote per
share on all matters relating to matters concerning the
Series A Preferred Stock, without provision for
cumulative voting.
D. In the event of any liquidation, dissolution or winding
up of the corporation, whether voluntarily or
involuntarily, the holders of shares of the Series A
Preferred Stock shall be entitled to be paid in full, the
par value of their shares before any amount shall be paid
to the holders of shares of any class of the
corporation?s common stock. Subsequently, the holders of
shares of the Series A shall have identical rights and
preferences as the holders of shares of any class of the
corporation?s common stock, except that each share of the
Series A Preferred Stock shall be entitled to receive and
to be paid out of the assets of the corporation available
for distribution to its shareholders the ratable amount
equal to the number of shares of common stock into which
such share of the Series A Preferred Stock is
convertible.
Signed this 12th day of July 2004.
/s/ William R. Colucci
------------------------------
William R. Colucci, Director