Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Newsmax Media, Inc. Form SB-2 67 330K
2: EX-3.1 Articles of Incorporation of the Registrant 7 33K
3: EX-3.2 Bylaws of the Registrant 13 50K
4: EX-4.1 Specimen Common Stock Certificate 1 7K
5: EX-10.1 1999 Stock Plan 13 57K
6: EX-10.2 Commercial Lease Agreement Dated May 1, 2001 16 67K
7: EX-10.3 Commercial Lease Agreement Dated 9-17-1999 22 75K
8: EX-10.4 Addendum Dated 10-1-2000 to Commercial Lease Agmt 22 82K
9: EX-10.5 Executive Employment Agreement Christopher Ruddy 9 40K
10: EX-10.6 Executive Employment Agreement Bruce R. Lonic, Jr. 9 41K
11: EX-10.7 Executive Employment Agreement Kevin Timpy 9 40K
12: EX-23.1 Consent of Daszkal Bolton LLP C.P.A. 1 5K
EX-3.1 — Articles of Incorporation of the Registrant
| EX-3.1 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.1
ARTICLES OF INCORPORATION Filing fee:
(PURSUANT TO NRS 78) Receipt #:
STATE OF NEVADA
July 15, 1998 [SEAL OF NEVADA]
C1671598
STATE OF NEVADA
(For filing office use) Secretary of State (For filing office use)
_______________________________________________________________________________
IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
NAME OF CORPORATION: SEQUOIA DIGITAL CORP.
___________________________________________________________
RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
where process may be served)
Name of Resident Agent: CORPORATION MAKERS, INC.
_______________________________________________________
Street Address: 1900 Sierra Oaks Lane Las Vegas, Nevada 89134
_________________________________________________________________
Street No. Street Name City Zip
SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 20,000,000 Par value .001
__________ ____
Number of shares without par value:_____________.
GOVERNING BOARD: shall be styled as (check one): [X] Directors ________ Trustees
The FIRST BOARD OF DIRECTORS shall consist of 1 members and the names and
addresses are as follows (each additional pages if necessary):
Christopher Ruddy 372 Great Neck Rd. Suite 457 Great Neck, NY
_______________________________ ____________________________________________
Name Address City/State/Zip
11021
______________________________ ____________________________________________
Name Address City/State/Zip
PURPOSE (optional -- see reverse side): The purpose of the corporation shall be:
________________________________________________________________________________
OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to NRS
78.037 or any other information you deem appropriate. If any of the additional
information is contradictory to this form it cannot be filed and will be
returned to you for correction. Number of pages attached 1.
___
SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (Signature must be notarized.)
(Attach additional pages if there are more than two Incorporators.)
CORPORATION MAKERS, INC.
_________________________________________ ___________________________________
Name (print) Name (print)
1900 Sierra Oaks Ln. Las Vegas, NV 89134
________________________________________ ___________________________________
Address City/State/Zip Address City/State/Zip
/s/ Sheryl Best
________________________________________ ___________________________________
Signature Signature
State of _________ County of_______
State of NEVADA County of CLARK
This instrument was acknowledged before This instrument was acknowledged
me on 7-13, 1998, by before me on ___________ 19__, by
SHERYL BEST
________________________________________ ___________________________________
Name of Person Name of Person
as RESIDENT AGENT as
________________________________________ ___________________________________
(type of authority, e.g. president) (type of authority, e.g. president)
of CORPORATION MAKERS, Inc. of
________________________________________ ___________________________________
(name of party on behalf of whom (name of party on behalf of whom
instrument was executed) instrument was executed)
/s/ Michael T. Stricker
________________________________________ ___________________________________
Notary Public Signature Notary Public Signature
(affix notary stamp or seal) (affix notary stamp or seal)
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
Sheryl Best, CORPORATION MAKERS, Inc. hereby accepts appointment as Resident
Agent for the above named corporation.
Sheryl Best 7-13-98
________________________________________ ___________________________________
Signature of Resident Agent Date
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
SEQUOIA DIGITAL CORP.
(Before Issuance of Stock)
No. C16715-98
-------------
Dean Heller
DEAN HELLER, SECRETARY OF STATE
Pursuant to the provisions of Nevada Revised Statutes, Chapter 78, the
undersigned do hereby certify that:
FIRST: The name of the Corporation (hereinafter referred to as the
"Corporation") is Sequoia Digital Corp.
SECOND: (a) The persons signing this Certificate of Amendment
constitute at least two-thirds of the directors of this Corporation, which is
hereinafter sometimes referred to as the "Corporation"; (b) the date of filing
the original Articles of Incorporating of the Corporation with the Secretary of
State of the State of Nevada is July 15, 1998; and (c) no stock of the
Corporation has been issued to the date of this Certificate of Amendment.
THIRD: Article 1 of the original Articles of Incorporation of the
Corporation, which relate to the name of the Corporation, is hereby amended to
read as follows:
"1. NAME OF CORPORATION: Sequoia Digital Corporation."
FOURTH: The amendment herein certified has been duly authorized by the
undersigned, who constitutes at least two-thirds of the directors of the
Corporation.
Dated: October 1, 1998
/s/ Christopher Ruddy
---------------------------------------
Christopher Ruddy, Director
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 16th day of
October, 1998, by Christopher Ruddy, a Director of Sequoia Digital Corp., a
Nevada corporation, on behalf of said corporation, who is personally known to
me.
/s/ Linda J. Rodgers
---------------------------------------
Notary Public
OFFICIAL NOTARY SEAL,
LINDA J. RODGERS
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC756641
MY COMMISSION EXP. JULY 6, 2002
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
SEQUOIA DIGITAL CORP.
(After Issuance of Stock)
No. C16715-98
-------------
Dean Heller
DEAN HELLER, SECRETARY OF STATE
Pursuant to the provisions of Nevada Revised Statutes, Title 7,
Chapter 78, it is hereby certified that:
FIRST: The name of the Corporation (the "Corporation") is Sequoia
Digital Corp.
SECOND: The Board of Directors of the Corporation duly adopted the
following resolutions on April 24, 1999:
RESOLVED, That it is advisable in the judgment of the Board
of Directors of this Corporation that the name of the
Corporation be changed and, that in order to accomplish same,
a Certificate of Amendment of Certificate of Incorporation be
amended to read as follows:
"FIRST: The name of the Corporation is NewsMax.Com, Inc."
FURTHER RESOLVED, That the foregoing proposed amendment shall
be submitted to shareholders for the approving vote of at
least a majority of the voting power by written consent or,
if such majority written consent cannot be obtained in
writing then, at a meeting duly called on notice in
accordance with the requirements of the by-laws of the
Corporation and the Nevada Revised Statutes, Title 7, Chapter
78.
THIRD: The total number of outstanding shares having voting power in
the corporation is 905,000 and the total number of votes entitled to be cast by
the holders of outstanding shares is 905,000.
FOURTH: Pursuant to Nevada Revised Statutes, Title 7, Section 78.320,
the foregoing amendment to the Corporation's Articles of Incorporation was
adopted by the holders of 500,000 shares, which represent 500,000 votes and
which constitute at least a majority of all of the voting power of the holders
of shares having voting power.
Page 1 of 2
Dated: June 11, 1999
/s/ Christopher Ruddy
-------------------------------------------
Christopher Ruddy, President and Secretary
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 11th day of
June, 1999, by Christopher Ruddy, President and Secretary of Sequoia Digital
Corporation, a Nevada corporation, on behalf of said corporation, who is
personally known to me.
/s/ Cheryl McCarthy 6/11/99
-------------------------------------------
Notary Public
CHERYL MCCARTHY
COMMISSION #CC754373
EXPIRES JUNE 25, 2002
BONDED THROUGH
ADVANTAGE NOTARY OF FLORIDA
Page 2 of 2
FILED No. C16715-98
-------------
JUL 31 2001
IN THE OFFICE OF
Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
NEWSMAX.COM, INC.
Pursuant to the provisions of Nevada Revised Statutes, Title 7,
Chapter 78, it is hereby certified that:
FIRST: The name of the Corporation (the "Corporation") is NewsMax.com,
Inc.
SECOND: The Board of Directors of the Corporation duly adopted the
following resolution on June 12, 2001:
RESOLVED, That the Company's name shall be changed to NewsMax Media,
Inc. upon approval of the shareholders of the Company.
THIRD: The total number of outstanding shares having voting power in
the Corporation is 5,198,054 and the total number of votes entitled to be cast
by the holders of outstanding shares is 5,198,054.
FOURTH: Pursuant to Nevada Revised Statutes, title 7, Section 78.320,
the following amendment to the Corporation's Articles of Incorporation was
adopted by the holders of 3,751,732 shares, which represent 3,751,732 votes and
which constitute at least a majority of the holders of shares having voting
power.
RESOLVED, That it is advisable that the name of the Corporation be
changed and, that in order to accomplish same, a Certificate of
Amendment of Incorporation by amended to read as follows:
"1. The name of the Corporation is NewsMax Media, Inc."
DATED: July 30, 2001
/s/ Alvin A. Hirsch
------------------------------------
Alvin A. Hirsch, Secretary
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 30th day of July, 2001
by Alvin A. Hirsch, Secretary of NewsMax.com, Inc., a Nevada corporation, on
behalf of said corporation, who is personally known to me.
/s/ Morna F. McGann
------------------------------------
Notary Public
FILED No. C16715-98
-------------
SEP 28 2001
IN THE OFFICE OF
Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
NEWSMAX MEDIA, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
Pursuant to the provisions of Nevada Revised Statutes 78.385 and
78.390, it is hereby certified that:
FIRST: The name of the Corporation (the "Corporation") is NewsMax
Media, Inc.
SECOND: The Board of Directors of the Corporation duly adopted the
following resolution on August 23, 2001:
RESOLVED, that Article 3 of the Corporation's Articles of
Incorporation be amended to read in its entirety as follows:
"3. Shares
a. Capitalization. The aggregate number of shares which the
Corporation shall have the authority to issue is Fifty
Million (50,000,000) Shares of all classes of stock,
consisting of Forty Million (40,000,000) shares of common
stock, par value $.001, and Ten Million (10,000,000) shares of
preferred stock, par value $.001.
b. Common Stock. The holders of the common stock shall be
entitled to one vote for each share on all matters required
or permitted to be voted on by the shareholders of the
Corporation.
c. Preferred Stock. Preferred stock may be created and issued
in one or more series. The Board of Directors of the
Corporation is vested with the authority to determine and
state the designations and preferences, limitations, relative
rights, and voting rights, if any, of each such series by the
adoption and filing in accordance with the Nevada General
Incorporation Law, before the issuance of any shares of such
series, of a certificate of designation determining the terms
of such series, which certificate need not be approved by the
shareholders or the holders of any class or series of shares
except as provided by law. All shares of preferred stock of
the same services shall be identical."
THIRD: The total number of outstanding shares having voting power in
the Corporation is 5,201,054, and the total number of votes entitled to be cast
by the holders of outstanding shares is 5,201,054.
FOURTH: Pursuant to Nevada Revised Statutes, Title 7, Section 78.320,
the following amendment to the Corporation's Articles of Incorporation
was adopted at Special Meeting of Shareholders of NewsMax Media, Inc. on
September 18, 2001 by the holders of 3,208,292 shares, which represent
3,208,292 votes and which constitute at least a majority of the holders of
shares having voting power:
- 1-
RESOLVED, that Article 3 of the Corporation's Articles of
Incorporation be amended to read in its entirety as follows:
"3. Shares.
d. Capitalization. The aggregate number of shares which the
Corporation shall have the authority to issue it Fifty Million
(50,000,000) Shares of all classes of stock, consisting of
Forty Million (40,000,000) shares of common stock, par value
$.001, and Ten Million (10,000,000) shares of preferred stock,
par value $.001.
e. Common Stock. The holders of the common stock shall be
entitled to one vote for each share on all matters required
or permitted to be voted on by the shareholders of the
Corporation.
f. Preferred Stock. Preferred stock may be created and issued
in one or more series. The Board of Directors of the
Corporation is vested with the authority to determine and
state the designations and preferences, limitations, relative
rights, and voting rights, if any, of each such series by the
adoption and filing in accordance with the Nevada General
Incorporation Law, before the issuance of any shares of such
series, of a certificate of designation determining the terms
of such series, which certificate need not be approved by the
shareholders or the holders of any class or series of shares
except as provided by law. All shares of preferred stock of
the same series shall be identical."
DATED: September 20, 2001
/s/ Christopher Ruddy, President
---------------------------------------
Christopher Ruddy, President
/s/ Alvin A. Hirsch
---------------------------------------
Alvin A. Hirsch, Secretary
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 20th day of September,
2001 by Christopher Ruddy, President, and Alvin A. Hirsch, Secretary, of NewsMax
Media, Inc., a Nevada corporation, on behalf of said corporation, who are
personally known to me.
Morna F. McGann
---------------------------------------
Notary Public
- 2 -
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 7/6/02 | | 2 | | | | | None on these Dates |
| | 6/25/02 | | 4 |
| Filed on: | | 2/26/02 |
| | 9/20/01 | | 7 |
| | 9/18/01 | | 6 |
| | 8/23/01 | | 6 |
| | 7/30/01 | | 5 |
| | 6/12/01 | | 5 |
| | 6/11/99 | | 4 |
| | 4/24/99 | | 3 |
| | 10/1/98 | | 2 |
| | 7/15/98 | | 1 | | 2 |
| List all Filings |
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