Articles of Incorporation

 

                                       of

 

                           Collectibles America, Inc.

 

                               A Nevada Corportion

 

 

     The undersigned natural person, being more than eighteen (18) years of age,

do hereby  establish a corporation  under Nevada Revised Statute 70.010 et seq.,

and adopt the following Articles of Incorporation.

 

                                    ARTCLE I

                                      NAME

 

 

     The name of the corporation shall be "Collectibles America, Inc."

 

                                   ARTICLE II

                                REGISTERED OFFICE

 

     The registered  agent shall be James S. Kent, 4180 South Pecos,  Suite 180,

Las Vegas, Nevada, 89121. The corporation may also maintain an office or offices

at such other place or places,  either  within or without the State of Nevada as

may be determined, from time to time, by the Board of Directors.

 

                                   ARTICLE III

                                     PURPOSE

 

     The purpose for which the  corporation  is  organized  is to own and manage

sports collectibles items stores, including the

 

 

<PAGE>

 

 

purchase of such  stores  which may  already be in  existence,  purchase of such

stores  which may already be in  existence,  purchase  and sale of  inventory of

sports items, the purchase and sale of sports collectibles, exclusive agreements

with  atheletes/celebrities,  and any related business activity not forbidden by

law or these Articles of Incorporation.

 

                                   ARTICLE IV

                                 SHARES OF STOCK

 

     Section 1.  Authorized  Shares.  The  aggregate  number of shares which the

corporation shall have the authority to issue shall consist of 25,000,000 shares

of common stock with one-tenth of a cent ($0.001) par value.  Said  Incorporator

as set forth in  Article  VI below  shall be the  owner of all of the  shares of

common stock.

 

                                    ARTICLE V

                                    DIRECTORS

 

     A. The  business  and  affairs of the  corporation  shall be managed by the

Board of Directors.

 

     B. There  shall be no fewer than one (1)  director,  and there  shall be no

fewer directors than the number of shareholders.

 

     C. The names and addresses of the Directors constituting the first Board of

Directors shall be:

 

        James S. Kent

        4180 S. Pecos, Suite 180

        Las Vegas, NV 89121

 

 

<PAGE>

 

 

                                   ARTICLE VI

                                  INCORPORATORS

 

 

     The  name  and  address  of  the  incorporators  signing  the  Articles  of

Incorporation shall be as follows:

 

        James S. Kent

        4180 S. Pecos, Suite 180

        Las Vegas, NV 89121

 

                                   ARTICLE VII

                       DIRECTORS' AND OFFICERS' LIABILITY

 

     No director of officer of the corporation shall be personally liable to the

corporation  or its  stockholders  for damages for breach of fiduciary duty as a

director or officer.  However,  this  article  does not  eliminate  or limit the

liability of the director or officer for:

 

     (a) Acts or omissions  which  involve  intentional  misconduct,  fraud,  or

knowing violation of law; or

 

     (b) The payment of dividends in violation of NRS 78.300.

 

 

<PAGE>

 

 

     IN WITNESS WHEREOF,  the undersigned have hereunto  executed these Articles

of Incorporation on this 25th day of October, 1995.

 

/s/ James S. Kent

-----------------

JAMES S. KENT

Incorporator

 

 

                                 ACKNOWLEDGMENT

 

STATE OF NEVADA                     )

                                    )   ss:

COUNTY OF CLARK                     )

 

     On this 25th day of October,  1995, before me the undersigned Notary Public

in and for said County and State, personally appeared JAMES S. KENT, known to me

to be the  person  described  in and who  executed  the  foregoing  Articles  of

Incorporation,  and who  acknowledged to me that he executed the same freely and

voluntarily and for the uses and purposes therein mentioned.

 

     WITNESS my hand and official seal.

 

/s/ Kathy Gentry

-----------------

NOTARY PUBLI

 

 

<PAGE>

 

 

 

 

                            CERTIFICATE OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                                       OF

                           COLLECTIBLES AMERICA, INC.

 

     Pursuant to the applicable  provisions of the Nevada Business  Corporations

Act,  Collectibles  America,  Inc.  (the  "Corporation")  adopts  the  following

Articles of Amendment to its Articles of Incorporation:

 

     FIRST: The present name of the Corporation is Collectibles America, Inc..

 

     SECOND:  The  following  amendments to its Articles of  Incorporation  were

adopted by the board of directors and by majority consent of shareholders of the

Corporation in the manner prescribed by applicable law.

 

     (1) The Article entitled ARTICLE I - NAME, is amended to read as follows:

 

                                ARTICLE I - NAME

 

     The name of the corporation shall be: BeFirst.com

 

     (2) The Article entitled ARTICLE IV - STOCK, is amended to read as follows:

 

                               ARTICLE IV - STOCK

 

     Common.  The aggregate number of common shares which this Corporation shall

have authority to issue is 50,000,000  shares of Common Stock having a par value

of $.001 per share.  All common  stock of the  Corporation  shall be of the same

class, common, and shall have the same rights and preferences. Fully-paid common

stock of this Corporation shall not be liable to any further call or assessment.

 

     Preferred.  The Corporation  shall be authorized to issue 500,000 shares of

Preferred  Stock  having a par value of $.001  per  share and with such  rights,

preferences and designations determined by the board of directors.

 

     THIRD: The Corporation has effectuated,  effective with the commencement of

business  on June 18,  1999,  a 2 for 1 reverse  stock split as to its shares of

common stock  outstanding as of the opening of business on June 17, 1999,  which

decreases  the  outstanding  shares  as of that date  from  5,000,000  shares to

2,500,000  shares.  The  reverse  split shall not change the number of shares of

Common Stock authorized for issuance by the Corporation.

 

 

<PAGE>

 

 

     FOURTH: The number of shares of the Corporation outstanding and entitled to

vote at the time of the adoption of said amendment was 13,600,000.

 

     FIFTH:  The number of shares voted for such amendments was 13,440,000 (98%)

and no shares were voted against such amendment.

 

     DATED this 17th day of June, 1999.

 

                                         COLLECTIBLES AMERICA, INC.

 

 

                                         By:  /s/ Mick Jardine

                                              ---------------------------------

                                              Mick Jardine, President/Secretary

 

 

                                  VERIFICATION

 

STATE OF UTAH                  )

                               : ss.

COUNTY OF SALT LAKE            )

 

     The  undersigned  being  first duly sworn,  deposes  and  states:  that the

undersigned is the President of Collectibles America, Inc., that the undersigned

has read the  Certificate  of Amendment and knows the contents  thereof and that

the same  contains a truthful  statement  of the  Amendment  duly adopted by the

board of directors and stockholders of the Corporation.

 

 

                                                     /s/ Mick Jardine

                                                     ---------------------------

                                                     Mick Jardine

 

 

<PAGE>

 

 

STATE OF UTAH                  )

                               : ss.

COUNTY OF SALT LAKE            )

 

     Before me the  undersigned  Notary  Public in and for the said  County  and

State,  personally appeared the President and Secretary of Collectibles America,

Inc., a Nevada  corporation,  and signed the foregoing  Articles of Amendment as

his own free and voluntary acts and deeds pursuant to a corporate resolution for

the uses and purposes set forth.

 

     IN  WITNESS  WHEREOF,  I have set my hand and seal  this  17th day of June,

1999.

 

                                                     /s/ Thomas G. Kimble

                                                     ---------------------------

                                                     NOTARY PUBLIC

 

Notary Seal

 

<PAGE>

 

 

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                                   BeFirst.com

 

     Pursuant to the applicable  provisions of the Nevada Business  Corporations

Act,  BeFirst.com  (the  "Corporation")  adopts  the  following  Certificate  of

Amendment to Articles of Incorporation:

 

     FIRST: The name of the Corporation is BeFirst.com.

 

     SECOND:  The  following  amendment  to the  Articles of  Incorporation  was

adopted by the Board of Directors and by the majority consent of Stockholders of

the Corporation in lieu of a meeting:

 

                                "ARTICLE I - NAME

 

          The name of the corporation shall be FindWhat.com."

 

 

DATED: September 1, 1999

 

                                             BeFirst.com

 

 

                                             By: /s/ Craig Pisaris-Henderson

                                                 ------------------------------

                                                 Name:  Craig Pisaris-Henderson

                                                 Title: President & Secretary

 

STATE OF FLORIDA    )

                    :

COUNTY OF LEE       )

 

     This instrument was  acknowledged  before me on September 1, 1999, by Craig

Pisaris-Henderson,  as  President,  as designated  to sign this  certificate  of

BeFirst.com.

 

 

                                                             /s/ Sandra E. Noble

                                                             -------------------

                                                             NOTARY PUBLIC

 

 

 

 

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING MIVA RENAMING CORP.
INTO
FINDWHAT.COM, INC.

Pursuant to Section 253 of the
General Corporation Law of the State of Delaware

     FindWhat.com, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (“Parent Corporation”), DOES HEREBY CERTIFY THAT:

1.      The Parent Corporation owns all of the issued and outstanding capital stock of MIVA Renaming Corp., a Delaware corporation (“Subsidiary Corporation”).

2.      The Subsidiary Corporation is hereby merged into the Parent Corporation, with the Parent Corporation being the surviving corporation, pursuant to the following resolutions of the Board of Directors of the Parent Corporation, duly adopted by unanimous written consent without a meeting on June 8, 2005, which resolutions approve the merger of the Parent Corporation with the Subsidiary Corporation.

 

WHEREAS, the Board of Directors deems it in the best interests of the Corporation to change the name of the Corporation to “MIVA, Inc.” (the “Corporation Name Change”) by merging, effective as of 12:01 a.m. on June 13, 2005 (the “Merger”), with its subsidiary, MIVA Renaming Corp., a Delaware corporation (the “Subsidiary”), and;

 

 

 

 

WHEREAS, to effectuate the name change the Board of Directors deems it necessary and desirable for the Corporation, among other things, to (i) execute and file with the appropriate state officials, a certificate of ownership and merger and other instruments necessary or desirable to effectuate the Corporation Name Change (collectively, the “Name Change State Filings”) and (ii) execute and file with the Securities and Exchange Commission (the “Commission”), the Nasdaq Stock Market (“Nasdaq”) and other regulatory bodies or entities all documents and instruments necessary or desirable to effectuate the Corporation Name Change (collectively, the “Name Change Securities Filings”) (the Name Change State Filings together with the Name Change Securities Filings, the “Corporation Name Change Documents”);

 

 

 

 

NOW, THEREFORE, BE IT RESOLVED, that the Merger and the name change of the Corporation be, and hereby is, in all respects, approved.

 

 

 

 

FURTHER RESOLVED, that upon the effective time of the Merger, each share of the Subsidiary’s capital stock owned by the Corporation immediately prior to the merger shall, upon consummation of the Merger, be cancelled.

 

 

 

FURTHER RESOLVED, that pursuant to and at the effective time of the Merger, the name of the Corporation shall be changed to “MIVA, Inc.” by deleting Article 1 of the Amended and Restated Certificate of Incorporation of the Corporation and inserting in lieu thereof a new Article 1 to read as follows: “Article 1: The name of the corporation is MIVA, Inc.”

 

 

 

 

FURTHER RESOLVED, that the appropriate officer or officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and file the Corporation Name Change Documents and to execute and file such other documents, instruments and agreements, and to perform any and all other acts that he or they may, in such officers’ sole and absolute discretion, deem necessary or desirable to consummate the Merger.

3.      The proposed merger herein certified has been adopted, approved, certified, executed, and acknowledged by the Parent Corporation in accordance with the laws of the State of Delaware.

4.      The resolutions adopted by Board of Directors of the Parent Corporation provide that the merger herein certified shall be effective as of 12:01 a.m. on June 13, 2005.

5.      The Parent Corporation shall be the surviving corporation of the Merger. The name of the Parent Corporation shall be amended in the Merger to be “MIVA, Inc.”

6.      The certificate of incorporation of the Parent Corporation as in effect immediately prior to the effective time of the Merger shall be amended by deleting Article 1 and inserting in lieu thereof a new Article 1 to read “Article 1: The name of the corporation is MIVA, Inc.”, and, as so amended, shall be the certificate of incorporation of the surviving corporation.

IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of Ownership and Merger to be signed as of June 8, 2005, by a duly authorized officer, declaring that the facts stated herein are true.

FindWhat.com, Inc.


By: /s/ Craig A. Pisaris-Henderson
Name: Craig A. Pisaris-Henderson
Title: Chairman and Chief Executive Officer

 

 

 

CERTIFICATE OF OWNERSHIP

 

MERGING

 

MIVA Name Change, Inc.

 

INTO

 

MIVA, Inc.

 

(Subsidiary into parent pursuant to Section 253 of the General Corporation Law of Delaware)

 

* * * * * * *

 

MIVA, Inc., a corporation incorporated on the 16th day of April, 2002, pursuant to the provisions of the General Corporation Law of the State of Delaware;

 

DOES HEREBY CERTIFY:

 

FIRST:  That this corporation owns all of the capital stock of MIVA Name Change, Inc., a corporation incorporated on the 2nd day of June, 2009, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted on the 3rd day of June, 2009, determined to and did merge into itself MIVA Name Change, Inc., which resolution is in the following words to wit:

 

WHEREAS, this Corporation lawfully owns all the outstanding shares of MIVA Name Change, Inc. (the “Subsidiary”), a corporation organized and existing under the laws of Delaware;

 

WHEREAS, the Board of Directors deems it to be in the best interests of this Corporation and its stockholders that the Subsidiary be merged with and into this Corporation on June 9, 2009, at 9:00 a.m. eastern time (the “Effective Date”);

 

WHEREAS, it is intended that the merger be considered a tax-free plan of reorganization of the Subsidiary pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and

 

WHEREAS, the Board of Directors deems it to be in the best interest of this Corporation and its stockholders that the Corporation’s name be changed to Vertro, Inc., pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, as of the Effective Date.

 

NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself the Subsidiary and assume all of said Subsidiary’s liabilities and obligations as of the Effective Date.

 

FURTHER RESOLVED, that pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, the name of this Corporation is Vertro, Inc. as of the Effective Date and Article FIRST of the Amended and Restated Certificate of Incorporation of this Corporation is changed to read as follows:

 

FIRST:  The name of the corporation is Vertro, Inc.

 

FURTHER RESOLVED, that the appropriate officers of this Corporation be and they hereby are directed to make, execute, and acknowledge a certificate of ownership setting forth a copy of the resolutions to merge Subsidiary into this Corporation and to assume Subsidiary’s liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County.

 

FURTHER RESOLVED, that the appropriate officers of this Corporation are hereby authorized to do any and all things and to take any and all actions, whether within or without the State of Delaware, including executing, delivering, acknowledging, filing, recording, and sealing all documents, certificates, statements, or other instruments, and the making of any expenditures, which they deem necessary or advisable in order to carry out the intent and purposes of these resolutions.

 

SECOND:  That anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of MIVA, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by an authorized officer this 5th day of June, 2009.

 

 

 

MIVA, Inc.

 

 

 

 

 

/s/ John B. Pisaris

 

John B. Pisaris, General Counsel and Secretary