Attached files

file filename
S-1 - FORM S-1 - Face Up Entertainment Group, Inc.s-1.htm
EX-4 - SPECIMEN STOCK CERTIFICATE - Face Up Entertainment Group, Inc.ex_4-1.htm
EX-3.(II) - BYLAWS - Face Up Entertainment Group, Inc.ex_3-2.txt
EX-99 - SUBSCRIPTION DOCUMENTS AND PROCEDURE - Face Up Entertainment Group, Inc.ex_99-1.txt
EX-14 - CODE OF BUSINESS CONDUCT AND ETHICS - Face Up Entertainment Group, Inc.ex_14-1.txt
EX-23 - CONSENT OF AUDITORS - Face Up Entertainment Group, Inc.ex_23-1.txt


                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                            -------------------------
                                       OF
                                       --
                           InTake Communications, Inc.
                           ---------------------------

         The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.

                                    ARTICLE I
                                 CORPORATE NAME
                                 --------------

         The name of this Corporation shall be: InTake Communications, Inc.

                                   ARTICLE II
                      PRINCIPAL OFFICE AND MAILING ADDRESS
                      ------------------------------------

         The principal office and mailing address of the Corporation is 4655
Gran River Glen, Duluth, GA 30096.

                                   ARTICLE III
                     NATURE OF CORPORATE BUSINESS AND POWERS
                     ---------------------------------------

         The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.

                                   ARTICLE IV
                                  CAPITAL STOCK
                                  -------------

         The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be (two hundred and fifty
million) 250,000,000 shares of Common Stock, par value $.0001 per share.

                                    ARTICLE V
                                TERM OF EXISTENCE
                                -----------------

         This Corporation shall have perpetual existence.

                                   ARTICLE VI
                              REGISTERED AGENT AND
                      INITIAL REGISTERED OFFICE IN FLORIDA
                      ------------------------------------

         The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:


Alvin Mirman 4183 Shell Road Sarasota, FL 34242 ARTICLE VII BOARD OF DIRECTORS ------------------ This corporation shall have one (1) Director initially. Ron Warren 4655 Gran River Glen Duluth, GA 30096 ARTICLE VIII INCORPORATOR ------------ The name address of the person signing these Articles of Incorporation as the Incorporator is Alvin Mirman. ARTICLE IX INDEMNIFICATION --------------- To the fullest extent permitted by the Florida Business Corporation Act, the Corporation shall indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that such person (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation, provided that such person is or was at the time a director of the Corporation; or (iv)is or was serving at the request of the Corporation as an officer of another Corporation, provided that such person is or was at the time a director of the corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the previous sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact such person is or was an officer, employee or agent of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE X AFFILIATED TRANSACTIONS ----------------------- This Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions. 2
ARTICLE XI CONTROL SHARE ACQUISITIONS -------------------------- This Corporation expressly elects to be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions. IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on the 24th day of December, 2009. /s/ Ron Warren ---------------- Ron Warren, Incorporator 3
CERTIFICATE DESIGNATING REGISTERED AGENT AND OFFICE FOR SERVICE FOR PROCESS InTake Communications, Inc., a corporation existing under the laws of the State of Florida with its principal office and mailing address at 4655 Gran River Glen, Duluth, GA 30096 has named Alvin Mirman whose address is 4183 Shell Road, Sarasota, FL 34242 as its agent to accept service of process within the State of Florida. ACCEPTANCE: ----------- Having been named to accept service of process for the above-named Corporation, at the place designated in this Certificate, I hereby accept the appointment as Registered Agent, and agree to comply with all applicable provisions of law. In addition, I hereby am familiar with and accept the duties and responsibilities as Registered Agent for said Corporation. /s/ Alvin Mirman ---------------- Alvin Mirman