ARTICLES OF INCORPORATION
OF
Sea Shell Galleries, Inc.
The undersigned natural person of the age of eighteen years or more,
acting as incorporator of a corporation under the provisions of the
Nevada Business Act ofthe State of Nevada, adopts the following
Articles of Incorporation for such corporation.
ARTICLE I
NAME
The name of the corporation is Sea Shell Galleries, Inc.
ARTICLE II
EXISTENCE AND DURATION
The period of duration of this corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this corporation is organized is to engage in all
lawful business for which corporations may be incorporated pursuant to
the Nevada Business Corporation Act. In furtherance of its lawful
purposes, the corporation shall have and may exercise all rights,
powers and privileges now or hereafter exercisable by corporations
organized under the laws of Nevada. In addition, it may do everything
necessary, suitable, convenient or proper for the accomplishment of any
of its corporate purposes.
ARTICLE IV
CAPITALIZATION
(a) Authorized Shares. The aggregate number of shares
which the corporation shall have the authority to issue is 50,000,000
shares. Forty-nine Million (49,000,000) shares shall be designated
"Common Stock", and shall have a par value of $.001. One Million
(1,000,000) shall be designated "Preferred Stock", and shall have a par
value of $.001. All shares shall be issued for such consideration,
expressed in dollars, as the Board of Directors may, from time to time,
determine.
(b) Consideration for Shares. All shares of Common Stock shall
be issued by the corporation for cash, property or services actually
performed, for no less than the par value of $.001 for Common Stock.
All shares shall be fully paid and non-assessable.
(c) Dividends. Dividends in cash, property or share of the
corporation may be paid upon the Common Stock, as and when declared by
the Board of Directors, out of funds of the corporation to the extent,
and in the manner permitted by law.
(d) Voting Rights & Cumulative Voting. Each outstanding share
of Common Stock shall be entitled to one vote, and each fractional
share of Common Stock shall be entitled to a corresponding fractional
vote on each matter submitted to a vote of shareholders. Cumulative
voting shall not be allowed in the election of directors of the
corporation.
(e) Denial of Preemptive Rights. No holder of any shares of
the corporation, whether now or hereafter authorized, shall have any
preemptive or preferential right to acquire any shares or securities of
the corporation, including shares or securities held in the treasury of
the corporation.
(f) Dissolution or Liquidation. Upon any dissolution or
liquidation, whether voluntary or involuntary, the holders of preferred
shares shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus, the sum
initially paid per share and a further amount equal to any
dividend thereon declared and unpaid to the date of such distribution,
before any payment shall be made or any assets distributed to the
common stock shareholders. Upon any dissolution or liquidation,
whether voluntary or involuntary, if the assets thus distributed among
the holders of preferred shares are insufficient to permit the payment
to such shareholder of the full preferential amounts, then the entire
assets of the Corporation to be distributed shall be distributed
ratably among the holders of preferred shares and after payment to the
preferred shareholders of such preferential amounts, the holders of
common shares shall be entitled to receive ratably all the remaining
assets. A merger or consolidation of this corporation with or into any
other corporation or corporations shall not be deemed to be a
dissolution or liquidation within the meaning of this provision.
ARTICLE V
INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office is 10
Office Park Rd, Suite 222 Carolina Building, Hilton Head Island, SC
29928, and the name of its initial registered agent is Registered
Agents of Nevada, Inc. 711 S. Carson City, NV 89701.
ARTICLE VI
PRINCIPAL OFFICE
The address of the principal office of the corporation is 10 Office
Park Rd, Suite 222 Carolina Building, Hilton Head Island, SC 29928.
The corporation may maintain such other offices, either within or out
of the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors of
this corporation is three. The number of directors of this corporation
shall be not less than three; except there need be only as many
directors as there are shareholders in the event that the outstanding
shares are, or initially will be, held of record by fewer than three
shareholders. The names and addresses of the person who are to serve
as directors until the first annual meeting of shareholders or until
their successors are elected and qualified are:
Samantha Moody
2 Ocean Breeze
Hilton Head, SC 29928
Steve Diamond
350 West 51st
Suite 8G
NY, NY 10019
Margo Knepp
11 San Pedro
Salinas, California 93901
ARTICLE VIII
INDEMNIFICATION
As the Board of Directors may from time to time provide in the By-Laws
or by resolution, the corporation may indemnify its officers,
directors, agents and other persons to the full extent permitted by the
laws of the State of Nevada.
ARTICLE IX
INCORPORATOR
The name and address of the incorporator is:
Joel R Shine
PO Box 5948
Hilton Head, SC 29938
Dated this day of March, 1999
Joel R Shine, Incorporator
STATE OF SOUTH CAROLINA )
)ss.
COUNTY OF BEUFORT )
I, , a Notary Public, hereby certify that Joel R Shine,
known to me to be the person whose name is subscribed to the annexed
and foregoing Articles of Incorporation, appeared before me this day
of March, 1999, in person and being by me first duly sworn,
acknowledged that he signed said Articles of Incorporation as his free
and voluntary act and deed for the uses and purposes therein set
forth and that statements therein contained are true.
My Commission Expires:
Notary Public
Address
SEAL