Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 49± 204K
Issuer
2: EX-3 Articles of Incorporation 4± 19K
3: EX-3 By-Laws 12± 46K
4: EX-5 Legal Opinion 2± 9K
5: EX-10 Material Contract 10± 38K
6: EX-10 Material Contract 5± 20K
7: EX-10 Material Contract 21± 75K
8: EX-23 Auditor's Consent 1 7K
EX-3 — Articles of Incorporation
EXHIBIT 3(a): Articles of Incorporation of the Company
filed on October 12, 2001.
ARTICLES OF INCORPORATION
OF
iWizard Holding, Inc.
1. Name of Company:
iWizard Holding, Inc.
2. Resident Agent:
CORPORATE SECRETARIES OF NEVADA, INC.
5353 W. Desert Inn Road, Suite 2117
Las Vegas, Nevada 89146
3. Board of Directors:
The company shall initially have one director (1) whose name and
address is James P. Piccolo; 10105 E. Via Linda, Building 103,
Suite 290, Scottsdale, AZ 85258. This individual shall serve as
director until their successor or successors have been elected
and qualified. The number of directors may be increased or
decreased by a duly adopted amendment to the By-Laws of the
Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 20,000,000 shares of Common
Stock having a $.001 par value, and 5,000,000 shares of Preferred
Stock having a $.001 par value. The Common Stock and/or
Preferred Stock of the Company may be issued from time to time
without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Board of
Directors may issue such share of Common and/or Preferred Stock
in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation
shall not have any preferences, preemptive right or right of
subscription to acquire shares of the corporation authorized,
issued, or sold, or to be authorized, issued or sold, or to any
obligations or shares authorized or issued or to be authorized or
issued, and convertible into shares of the corporation, nor to
nay right of subscription thereto, other than to the extent, if
any, the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or
services, as the directors shall determine, shall not be subject
to assessment to pays the debts of the corporation, nor for any
other purpose, and no Common Stock issued as fully paid shall
ever be assessable or assessed, and the Articles of Incorporation
shall not be amended to provide for such assessment.
6. Directors' and Officers' Liability:
A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this
Article shall not eliminate or limit the liability of a director
or officer for (i) acts or omissions which involve intentional
misconduct, fraud or knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of
this Article by stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of
indemnification shall be a contract right which may be enforced
in any manner desired by such person. The expenses of officers
and directors incurred in defending a civil suit, or proceeding
must be paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation. Such right of indemnification
shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase or maintain insurance on
behalf of any person who is or was a director or officer.
8. Amendments
Subject at all times to the express provisions of Section 5 on
the Assessment of Shares, this corporation reserves the right to
amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its By-Laws, in the manner now or
hereafter prescribed by statute or the Articles of Incorporation
or said By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred
by statue, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders,
to make, alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and liens,
with or without limitations as to amount, upon the real and
personal property of the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligation of other
persons, corporations or business entities;
(d) To set apart out of any funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
establish any such reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more directors of the corporation, which, to the
extent provided on the resolution or in the By-Laws of the
corporation, shall have and may exercise the powers of the Board
of Directors in the management of the affairs of the corporation,
and may authorize the seal of the corporation to be affixed to
all papers which may require it. Such committee or committees
shall have name and names as may be stated in the By-Laws of the
corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by
the Board of Directors except as otherwise herein or in the By-
Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this Thursday,
October 11, 2001, hereby declaring and certifying that the facts
stated hereinabove are true.
Signature of Incorporator
Name: Pantelis Langis
Address: 5353 W. Desert Inn Road, Suite 2117
Las Vegas, Nevada 89146
Signature: /S/ Pantelis Langis
State of Nevada
County of Clark
This instrument was acknowledged before me on October 11, 2001,
by Pantelis Langis.
Signature: /S/ Tamara F. Sloan
Notary Public
Certificate of Acceptance of Appointment as Resident Agent: I,
Pantelis Langis, as president of Corporate Securities of Nevada,
Inc. (CSN), hereby accept appointment of CSN as the resident
agent for the above referenced company.
Signature: /S/ Pantelis Langis
Dates Referenced Herein
| This ‘SB-2’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 10/1/02 | | None on these Dates |
| | 10/12/01 |
| | 10/11/01 |
| List all Filings |
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