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-3.10 — Certificate of Incorporation
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Certificate of Incorporation
of
CAVALCADE OF SPORTS NETWORK INC.
Pursuant to Section 442 of the Business Corporation Law
BLU-39
BILLED
Filed By:
---------
NICHOLAS FIORE, ESQ.
80 CHERRY STREET
JERSEY CITY NJ 07305
CERTIFICATE OF INCORPORATION
OF
CAVALCADE OF SPORTS NETWORK INC.
Pursuant to Section 402 of the Business Corporation Law
I, the undersigned, a natural person of at least 18 years of age, for
the purpose of forming a corporation under Section 402 of the Business
Corporation Law of the State of New York hereby certify:
FIRST: The name of the corporation is:
CAVALCADE OF SPORTS NETWORK INC.
SECOND: The purpose of the corporation is to engage in the business of
satellite transmission of sports and any lawful act or activity for
which corporations may be organized under Article IV of the Business
Corporation Law, except that it is not formed to engage in any act or
activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or
approval first being obtained.
THIRD: The office of the corporation is to be located in the County of
RICHMOND State of New York.
FOURTH: The aggregate number of shares which the corporation shall have the
authority to issue is TWO HUNDRED, each of which shall be common stock
with no par value.
FIFTH: The Secretary of State is designated as agent of the corporation upon
whom process against it may be served. The post office address to
which the Secretary of State shall mail a copy of any process against
the corporation served upon him is:
C/O THE CORPORATION
79 ROBIN ROAD
STATEN ISLAND, NY 10305
SIXTH: No director of the corporation shall have personal liability to the
corporation or to its shareholders for damages for any breach of duty
in such capacity, provided, however, that the provision shall not
eliminate or limit:
(a) the liability of any director of the corporation if a judgment or
other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled or, with respect to any director of the corporation, that his
acts violated Section 719 of the Business Corporation Law of the State
of New York, or
(b) the liability of a director for any act or omission prior to the
final adoption of this article.
SEVENTH: The holders of any of the corporation's equity shares shall be
entitled to preemptive rights in accordance with the provisions of BCL
section 622.
IN WITNESS WHEREOF, this certificate of incorporation has been subscribed by the
undersigned this 06/25/98, who affirms the statements made herein are true under
the penalties of perjury.
/s/ Sharon Babala
-----------------
Sharon Babala, Incorporator
Blumberg Excelsior Corporate
Services, Inc.
488 Broadway
Albany, New York 12207
CERTIFICATE OF INCORPORATOR'S ACTION
OF
CAVALCADE OF SPORTS NETWORK INC.
The undersigned, being the sole incorporator of the Corporation, hereby
consents, to, certifies and has taken the following action:
1. By-laws in the form annexed to this certificate are adopted as the
bylaws of the Corporation.
2. The following persons, each of whom has previously indicated
willingness to serve, are elected directors to the Corporation.
IN WITNESS WHEREOF, I have subscribed this certificate on JUN 22 1998
Sharon Babala
-------------
Sharon Babala
Incorporator
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