Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10-Sb 31 118K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6 23K
Liquidation or Succession
3: EX-3.(I) Articles of Incorporation/Organization or By-Laws 4 17K
4: EX-3.(II) Articles of Incorporation/Organization or By-Laws 22 74K
5: EX-4 Instrument Defining the Rights of Security Holders 1 7K
6: EX-10.1 Material Contract 7 27K
7: EX-10.2 Material Contract 3 14K
8: EX-10.3 Material Contract 4 16K
9: EX-10.4 Material Contract 4 16K
10: EX-10.5 Material Contract 6± 25K
11: EX-21 Subsidiaries of the Registrant 1 6K
12: EX-27 Financial Data Schedule 1 9K
EX-3.(I) — Articles of Incorporation/Organization or By-Laws
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ARTICLES OF INCORPORATION
OF
ATM HOLDINGS, INC.
FIRST: The name of the corporation is ATM HOLDINGS, INC.
SECOND: Its principal office in the State of Nevada is located at 6550
South Pecos Road, Las Vegas, Nevada 89120. The name and address of its resident
agent is William Page, 6550 South Pecos Road, Las Vegas, Nevada 89120.
THIRD: The nature of the business or objects or purposes proposed to be
transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or
otherwise acquire, invest in, own, mortgage, pledge, sell, assign, and transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description.
FOURTH: The total number of authorized shares of capital stock that may
be issued by the corporation is Sixty Million (60,000,000) shares, of which
Fifty Million (50,000,000) shares of a par value of One Hundredth of One Cent
($.0001) per share, amounting in the aggregate to Five Thousand ($5,000.00)
Dollars shall be common stock, and of which Ten Million (10,000,000) shares of
par value of One Tenth of One Cent ($.001) per share, amounting in the aggregate
to Ten Thousand ($10,000) Dollars shall be preferred stock.
The Board of Directors shall have the authority to fix, by resolution
adopted for the issuance of such preferred stock, the designations, preferences
and relative participating, voting, optional or other special rights, or
qualifications, limitations or restrictions of such stock.
FIFTH: The capital stock, after the amount of the subscription price, or
par value has been paid, shall not be subject to assessment to pay the debts of
the corporation.
SIXTH: The governing board of the 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 by the By laws of the corporation,
provided that the number of directors shall not be reduced to less than three
(3), except that in cases where all of the shares of the corporation are owned
beneficially and of record by either one or two stockholders, the number of
directors may be less than three (3) but not less than the number of
stockholders.
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The names and post office addresses of the first Board of Directors,
which shall be two (2) in number, are as follows:
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Name Post Office Address
---- -------------------
JOSH SOLOVY 20969 Ventura Boulevard
Woodland Hills,
California 91367
KAVIT VILASVORATARN 20969 Ventura Boulevard
Woodland Hills,
California 91367
SEVENTH: In the furtherance, and not in limitation of the powers
confirmed by statute, the Board of Directors is expressly authorized to:
Subject to the By laws, if any, adopted by the stockholders, make, alter
or amend the By laws of the corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
By resolution passed by a majority of the whole board, to designate one
(1) or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in 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 business and 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 such name
or 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.
When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power, given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have the power and authority to
sell, lease or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such terms and
conditions as the Board of Directors deems expedient and in the best interests
of the corporation.
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EIGHTH: The name and post office address of the incorporator signing the
Articles of Incorporation is as follows:
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Name Post Office Address
---- -------------------
CARMELA MILILLO 570 Seventh Avenue
New York, N.Y. 10018
NINTH: The corporation is to have perpetual existence.
TENTH: Meetings of stockholders may be held outside the State of Nevada,
if the By laws so provide. The books of the corporation may be kept (subject to
any provision contained in the Nevada Revised Statutes) outside the State of
Nevada at such place as may be designated from time to time by the Board of
Directors or in the By laws of the corporation.
ELEVENTH: No stockholder of the corporation shall, by reason of his
holding shares of any class of stock of the corporation, have any preemptive or
preferential right to purchase or subscribe to any class of stock of the
corporation now or hereafter to be authorized, or any notes, debentures, bonds,
or other securities convertible into or carrying options to purchase shares of
stock, now or hereafter to be authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholders, other than
such rights, if any, as the Board of Directors, in its discretion from time to
time may grant, and at such price as the Board of Directors, in its discretion,
may fix; and the Board of Directors may issue shares of any class of stock of
the corporation, or any notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of any class of stock of
the corporation, without offering any such shares of any class of stock, either
in whole or in part, to the existing stockholders of any class of stock.
TWELFTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
THIRTEENTH: To the fullest extent provided by Chapter 78 of the Nevada
Revised Statutes, as the same exists or may hereafter be amended, an officer or
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as such
officer.
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FOURTEENTH: To the fullest extent permitted by Chapter 78 of the Nevada
Revised Statutes, as the same exists or may hereafter be amended, an officer or
director of the corporation 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, criminal, administrative or investigative, including an action by
or in the right of the corporation, or is or was serving at the request of the
corporation as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the corporation against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.
I. THE UNDERSIGNED, being the incorporator hereinbefore name, for the
purpose of forming a corporation pursuant to 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 20th day of May 1996.
/s/ CARMELA MILILLO
--------------------
CARMELA MILILLO
Incorporator
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