EX-3.1 2 ex3-1.htm ARTICLES OF INCORPORATION ex3-1.htm
                                                                     EXHIBIT 3.1

                          ARTICLES OF INCORPORATION OF





The resident agent of the Company is: Business Filings Incorporated
                                      6100 Neil Road, Suite 500
                                      Reno, Nevada 89511


     The Company shall  initially have one (1) director who shall be John Kueber
whose address is 3213 W. Wheeler Street #289,  Seattle,  Washington  98199.  The
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.


     The aggregate number of shares,  which the corporation shall have authority
to issue,  shall consist of 10,000,000 shares of Common Stock having a $.001 par
value.  The Common 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.


     Holders of Common Stock or  Preferred  Stock of the  corporation  snail not
have any preference, 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 any 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


     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 a  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


     Every person who was or is a party to, or is  threatened to be made a parry
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  ail  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 ail 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


     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.


     In furtherance, and not in limitation of those powers conferred by statute,
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   obligations   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 abolish
          any such reserve;

     (e)  By resolution adopted by the majority of the whole board, to designate
          one or more  committees to consist of one or more  directors of the 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 alt  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 on April 30, 2008, hereby declaring
and certifying that the facts stated hereinabove are true.

Signature of Incorporator

Name:    John Kueber
Address: 3213 W. Wheeler Street #289
         Seattle, Washington 98199

Signature: /s/ John Kueber