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-3.2 — Articles of Incorporation of Gemma Global, Inc.
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Receipt No. FY9800004635
FILED
IN THE OFFICE OF THE CSC
SECRETARY OF STATE OF THE 07/22/1997
STATE OF NEVADA REC'D BY SH 125 TH
JUL 22 1997
NO. C15693-97
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
GEMMA GLOBAL INC.
FIRST: The name of this corporation is:
GEMMA GLOBAL INC.
SECOND: Its principal office in the State of Nevada is located at 502
East John Street, Carson City, Nevada, 89706. The name and address of its
resident agent is CSC Services of Nevada, Inc. at the above address.
THIRD: The nature of the business or objects or purposes proposed may
be organized under the General Corporation Law of the State of Nevada;
To engage in any lawful act or activity for which corporation may be organized
under the General Corporation Law of the state of Nevada.
FOURTH. The total authorized capital stock of the corporation is Ten
Thousand (10,000) Shares Without Par Value.
FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced to less
than one unless there is less than one stockholder.
The name and post office address of the first board of directors, which
shall be 1 in number, is as follows:
NAME POST OFFICE ADDRESS
Edward Litwak 12869 Via Latina, Del Mar, CA 92104
SIXTH: The capital stock, after the amount of the subscription price,
or par value. has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH: The name and post office address of the incorporator signing
the articles or incorporation is as follows:
NAME POST OFFICE ADDRESS
c/o Corporate Agents, Inc.
Sherry A. Reed 1013 Centre Road
Wilmington, DE 19805
EIGHTH: The Corporation is to have perpetual existence.
NINTH: In furtherance and not in limitation of the powers conferred by
statue, the board of directors is expressly authorized. subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-laws of the
corporation.
TENTH: Meetings of stockholders may be held outside of the State of
Nevada at such place or places as may be designated from time to time by the
board of directors in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter, change
or repeat any provision contained in the articles of incorporation, in the
manner now or hereafter prescribed, end all rights conferred upon stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for
the purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this Twenty-Second day of July, A.D. 1997.
/s/ Sherry A. Reed
----------------------------
Sherry A. Reed, Incorporator
STATE OF DELAWARE )
SS
COUNTY OF NEW CASTLE )
On this Twenty-Second day of July, A.D., 1997, before me a Notary
Public, personally appeared, Sherry A. Reed, who severally acknowledged that
he/she executed the above instrument.
/s/ Signature Illegible
-----------------------
Notary Public
CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
I, Lisa G. Mulligan, Authorized Representative, on behalf of CSC Services of
Nevada, Inc. hereby accepts appointment as Resident Agent of the above-named
corporation.
July 22, 1997
/s/ Lisa G. Mulligan
-----------------------
Authorized Representative
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 |
| | 7/22/97 | | 3 |
| List all Filings |
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