Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration Statement 56 243K
2: EX-3.1 Certificate of Incorporation 2± 14K
11: EX-3.10 Certificate of Incorporation 4 15K
12: EX-3.11 Articles of Incorporation of Global Group Intl. 7 27K
13: EX-3.12 Certificate of Designation, Powers, Prefs and Rts 9 32K
14: EX-3.13 Articles of Amendment -- Pioneer2000 2 15K
15: EX-3.14 Articles of Merger 3 20K
16: EX-3.15 Certificate of Merger 5 22K
17: EX-3.16 Bylaws of the Registrant 15 48K
3: EX-3.2 Articles of Incorporation of Gemma Global, Inc. 3 17K
4: EX-3.3 Reorganization Agreement 5 23K
5: EX-3.4 Certificate of Amendment to Certificate of Inc. 4 20K
6: EX-3.5 Certificate of Ownership and Merger 2 14K
7: EX-3.6 Articles/Certificate of Merger 2 16K
8: EX-3.7 Articles of Incorporation of Gemma Global, Inc. 6 26K
9: EX-3.8 Articles/Certificate of Merger 3 19K
10: EX-3.9 Articles of Amendment to the Articles of Inc. 4 20K
18: EX-4.1 Subordinated Capital Note, Sample Copy 7 34K
19: EX-4.2 Promissory Note 3 22K
20: EX-10.1 Indemnification Agreement With Ed Litwak 8 39K
29: EX-10.10 Assignment of License Agreements 1 11K
30: EX-10.11 Assignment of License 1 12K
21: EX-10.2 Indemnification Agreement With Nicolas Lagano, Jr. 8 39K
22: EX-10.3 Indemnification Agreement With Carol Conners 8 39K
23: EX-10.4 Indemnification Agreement With Michael Haynes 8 39K
24: EX-10.5 Indemnification Agreement With Don Parsons 8 38K
25: EX-10.6 Indemnification Agreement With Dennis Murphy 8 38K
26: EX-10.7 Indemnification Agreement With Edwin Rue 8 38K
27: EX-10.8 License Agreement With Jennifer Gucci 9 41K
28: EX-10.9 License Agreement With Gemma Gucci 9 42K
31: EX-23.1 Accountant's Consent 1 9K
32: EX-27 Financial Data Schedule 1 14K
EX-3.11 — Articles of Incorporation of Global Group Intl.
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STATE OF NEVADA
FILED # C10874-99
MAR 23 1999
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
of
GLOBAL GROUP INTERNATIONAL, INC.
The undersigned, desiring to form, organize and incorporate a
corporation under the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation and certifies:
ARTICLE I
The name of this corporation shall be:
GLOBAL GROUP INTERNATIONAL, INC.
ARTICLE II
This corporation may engage in any activity or business permitted under
the laws of the State of Nevada, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Nevada.
ARTICLE III
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares, divided
into:
10, 000, 000 Preferred Shares, having a par value of one
tenth of a cent ($.001) per share
and
100,000,000 Common Shares, having a par value of one tenth
of a cent ($.001) per share
A statement of the preferences, privileges, and restrictions granted to or
imposed upon the respective classes of shares or the holders thereof is as
follows:
A. Common Shares. The terms of the 100,000,000 Common Shares of the
corporation shall be as follows:
(1) Dividends. Whenever cash dividends upon the Preferred Shares of all
series thereof at the time outstanding, to the extent of the preference to which
such shares are 1
1
entitled, shall have been paid in full for all past dividend periods, or
declared and set apart for payment, such dividends, payable in cash, stock, or
otherwise, as may be determined by the Board of Directors, may be declared by
the Board of Directors and paid from time to time to the holders of the Common
Shares out of the remaining net profits or surplus of the corporation.
(2) Liquidation. In the event of any liquidation, dissolution, or
winding up of the affairs of the corporation, whether voluntary or involuntary,
all assets and funds of the corporation remaining after the payment to the
holders of the Preferred Shares of all series thereof of the full amounts to
which they shall be entitled as hereinafter provided, shall be divided and
distributed among the holders of the Common Shares according to their respective
shares.
(3) Voting rights. Each holder of a Common Share shall have one vote in
respect of each share of such stock held by him. There shall not be cumulative
voting.
B. Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred Shares to
then be issued from the Ten Million (10,000,000) shares authorized, and such
shares shall constitute a series of the Preferred Shares. Such series shall have
such preferences, limitations, and relative rights as the Board of Directors
shall determine and such series shall be given a distinguishing designation.
Each share of a series .shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to the
extent otherwise provided in the Board of Directors' determination of a series,
the shares of such series shall have preferences, limitations, and relative
rights identical with all other series of the Preferred Shares. Preferred Shares
may have dividend or liquidation rights which are prior (superior or senior) to
the dividend and liquidation rights and preferences of the Common Shares and any
other series of the Preferred Shares. Also, any series of the Preferred Shares
may have voting rights.
ARTICLE IV
The corporation is to have perpetual existence.
ARTICLE V
The business and property of the corporation shall be
2
managed by a Board of Directors of not fewer than one (1) nor more than
twenty-one (21) directors, who shall be natural persons of full age, and who
shall be elected annually by the shareholders having voting rights, for the term
of one year, and shall 'serve until the election and acceptance of their duly
qualified successors. In the event of any delay in holding, or adjournment of,
or failure to hold an annual meeting, the terms of the sitting directors shall
be automatically continued indefinitely until their successors are elected and
qualified. Directors need not be residents of the State of Nevada nor
shareholders. Any vacancies, including vacancies resulting from an increase in
the number of directors, may be filled by the Board of Directors, though less
than a quorum, for the unexpired term. The Board of Directors shall have full
power, and it is hereby expressly authorized, to increase or decrease the number
of directors from time to time without requiring a vote of the shareholders.
The initial Board of Directors shall consist of one (1) member, the
name and address of whom, subject to the provisions of the Articles of
Incorporation, the By-Laws, and the corporation laws of the State of Nevada,
shall hold office for the first year of the corporation's business and
existence, or until his successor is elected and has qualified is:
NAME ADDRESS
Edward Litwak 12868 Via Latina
Del Mar California 92014
ARTICLE VI
The private property of the shareholders of the corporation shall not
be subject to the payment of the corporation's debts to any extent whatsoever.
ARTICLE VII
The corporation hereby designates, as its Resident Agent, to accept
service of process within the State:
CSC Services of Nevada, Inc.
502 E. John Street, Room E
Carson City, Nevada 89706
3
ARTICLE VIII
The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
amendment.
(a) This corporation shall indemnify any director any officer who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil or criminal, judicial,
administrative or investigative, by reason of the fact that he/she is or was
serving at the request of this corporation as a director or officer or member of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement, actually and reasonably incurred by him/her in connection with
such action, suit or proceeding, including any appeal thereof, if he/she acted
in good faith or in a manner he/she reasonably believed to be in, or not opposed
to, the best interests of this corporation, and with respect to any criminal
action or proceeding, if he/she had no reasonable cause to believe his/her
conduct was unlawful. However, with respect to any action by or in the right of
this corporation to procure a judgment in its favor, no indemnification shall be
made in respect of any claim, issue, or matter as to which such person is
adjudged liable for negligence or misconduct in the performance of his/her duty
to the corporation unless, and only t4 the extent that, the court in which such
action or suit was brought determines, on application, that despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity in view of all the circumstances of the case. Termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or in a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the party did not meet the applicable standard of conduct.
Indemnification hereunder may be paid by the corporation in advance of the final
disposition of any action, suit or proceeding, on a preliminary determination
that the director, officer, employee or agent met the applicable standard of
conduct.
(b) The corporation shall also indemnify any director or officer who
has been successful on the merits or otherwise, in defense of any action, suit,
or proceeding, or in defense of any
4
claim, issue, or matter therein, against all expenses, including attorneys'
fees, actually and reasonably incurred by him/her in connection therewith,
without the necessity of an independent determination that such director or
officer met any appropriate standard of conduct.
(c) The indemnification provided for herein shall continue as to any
person who has ceased to be a director or officer, and shall inure to the
benefit of the heirs, executors, and administrators of such persons.
(d) In addition to the indemnification provided for herein, the
corporation shall have power to make any other or further indemnification,
except an indemnification against gross negligence or willful misconduct, under
any resolution or agreement duly adopted by the Board of Directors, or duly
authorized by a majority of the shareholders.
ARTICLE IX
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the Nevada Business Corporation
Act proscribes this limitation and then only to the extent that this limitation
is specifically proscribed.
ARTICLE X
In case the corporation enters into contracts or transacts business
with one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or more of its directors are shareholders, directors, or officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest therein which
is or might be adverse to the interest of this corporation, provided that such
contracts or transactions are in the usual course of business.
In the absence of fraud, no contract or other transaction between this
corporation and any other corporation or any individual or firm, shall in any
way be affected or invalidated by the fact that any of the directors of this
corporation is interested in such contract or transaction, provided that such
5
interest shall be fully disclosed or otherwise known to the Board of Directors
in the meeting of such Board at which time such contract or transaction was
authorized or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of this corporation which
shall authorize or confirm such contract or transaction, and any such director
may vote thereon to authorize any such contract or transaction with the like
force and effect as if he were not such director or officer of such other
corporation or not so interested.
The provisions of NRS 78.378 to 78.3793 (as currently numbered) or any
similar provisions hereinafter adopted shall not apply to this corporation.
ARTICLE XI
The name and post office address of the incorporator signing the
articles of incorporation is as follows:
Name Post Office Address
Denise L. Brooks 1013 Centre Road
Wilmington, DE 19805
IN WITNESS WHEREOF, I, the undersigned, for the purpose of forming a
corporation pursuant to the laws of the State of Nevada, have hereunto duly
executed the foregoing Articles of Incorporation to be filed in the Office of
the Secretary of the State of Nevada for the purposes therein set forth this 1st
day of March, 1999.
/s/ Denise L. Brooks
--------------------
STATE OF DELAWARE )
) SS
COUNTY OF NEW CASTLE )
On this 8th day of March, 1999, before me, a Notary Public,
6
personally appeared Denise L. Brooks who acknowledged that he/she executed the
above instrument.
/s/ Illegible
-------------
Notary Public
CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
I, Lamont W. Jones, Authorized Representative, on behalf of CSC
Services of Nevada, Inc., hereby accept appointment as Resident Agent of Global
Group International, Inc.
/s/ Lamont W. Jones
-------------------
Authorized Representative March 8, 1999
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
| | 3/8/99 | | 7 |
| List all Filings |
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