FORM OF
ARTICLES OF INCORPORATION OF
In compliance with Chapter 607 and / or Chapter 621, F.S. (Profit)
ARTICLES I NAME
The name of the corporation shall be:
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
ARTICLE II PRINCIPAL OFFICE
The principal place of business and mailing address of the corporation shall be:
292 SOUTH COUNTY ROAD
Suite 109 PALM BEACH FL 33480
ARTICLE III PURPOSE
Organized as a holding company for assets, patents, rights, shares, stock, bonds
and companies
ARTICLE IV SHARES
The number of shares of stock that this corporation is authorized to have
outstanding at any one time is:
100,000,000 SHARES
ARTICLE V INITIAL OFFICERS AND DIRECTORS
PRESIDENT / CEO AMAL RAMPADARUTH
CHAIRMAN / CFO JADOOMANEE RAMPADARUTH
EXECUTIVE VICE PRESIDENT ARUNA RAMPADARUTH
EXECUTIVE VICE PRESIDENT NATACHA RAMPADARUTH
ARTICLE VI REGISTERED AGENT
The name and Florida address of the registered agent is:
Mr. AMAL RAMPADARUTH
292 SOUTH COUNTY RD. SUITE 109
PALM BEACH, FL 33480
ARTICLE VII INCORPORATOR
The name and address of the Incorporator is:
Mr. JADOOMANEE RAMPADARUTH
292 SOUTH COUNTY ROAD, SUITE 109
PALM BEACH, FL 33480
Having been named as registered agent to accept service of process for the above
stated corporation at the place designated in this certificate, I am familiar
with and accept the appointment as registered agent and agree to act in this
capacity
/s/ Amal Rampadaruth
Registered Agent Wednesday, January 30, 2002
/s/ Jadoomanee Rampadaruth
Incorporator Date: Wednesday, January 30,2002
Filed on 07 February, 2002
Exhibit 3.1(a)
FORM OF
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
The Articles of Incorporation of the above-named corporation (the "Corporation"),
filed with the Department of State on the 7th Day of February 2002, and assigned
Document Number P02000015672, is hereby amended pursuant to the provisions of
Section 607.1006, Florida Statutes. This Florida profit corporation adopts the
following articles of amendment to its articles of incorporation:
FIRST: ARTICLE IV - CAPITAL STOCK
This Corporation is authorized to issue an aggregate of ONE HUNDRED FIVE MILLION
(105,000,000) shares as follows:
o ONE HUNDRED MILLION (100,000,000) shares of common stock, $.0001 par
value per share; and
o FIVE MILLION (5,000,000) shares of Class A common stock, $.0001 par
value per share, having 10 votes per share.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment, if not contained in the amendment itself, are as follows:
Not applicable
THIRD: The date of the amendment's adoption was January 04, 2003.
FOURTH: The amendment was adopted by the board of directors without shareholder
action and shareholder action was not required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to
the Articles of Incorporation this 04thday of January 2003.
By: /s/ Amal Rampadaruth
- ----------------------------------------
Amal Rampadaruth
President/Director
292 south County Road, Suite 109
Palm Beach
Florida 33480
Tel (561) 659 9054
Fax
Filed January 8, 2003
Exhibit 3.1(b)
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
AMALGAMATED RESOURCES TECHNOLOGIES, INC.
The Articles of Incorporation of the above-named corporation (the Corporation),
filed with the Department of State on the 2nd Day of February, 2002 and assigned
number PO2000015672 and subsequently amended on January 8, 2003 ref. Letter
number 803A00001958, are hereby amended pursuant to the provisions of Section
607.1006, Florida Statutes.
This Florida profit corporation adopts the following articles of amendment to
its articles of incorporation.
FIRST:
ARTICLE III
PURPOSE (AMENDED)
This corporation is organized for the purpose of transacting any and all lawful
business
ARTICLE VI
QUORUM FOR STOCKHOLDER`S MEETINGS (ADDED)
Unless otherwise provided for in the Corporation's Bylaws, a majority of shares
entitled to vote, represented in person or by proxy, shall be required to
constitute a quorum at a meeting of shareholders.
ARTICLE VII
INDEMNIFICATION (ADDED)
The Corporation shall indemnify its officers, directors and authorized agents
for all liabilities incurred directly, indirectly or incidentally to services
performed for the Corporation, to the fullest extent permitted under Florida law
existing now or hereinafter enacted.
ARTICLE VIII
LIMITATION ON SHAREHOLDER SUITS (ADDED)
Shareholders shall not have a cause of action against the Company's officers,
directors or agents as a result of any action taken, or as a result of their
failure to take any action, unless deprivation of such right is deemed a nullity
because, in the specific case, deprivation of a right of action would be
impermissibly in conflict with the public policy of the State of Florida. The
fact that the Article shall be inapplicable in certain circumstances shall not
render it inapplicable in any other circumstances and the Courts of the State of
Florida are hereby granted the specific authority to restructure this Article,
on a case by case basis or generally, as required to most fully give legal
effect to its intents.
SECOND If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment, if not contained in the amendment itself, are as follows:
Not applicable
THIRD The date of the amendments' adoption is 21st day of January 2003.
FOURTH The amendment was adopted by the Board of Directors without shareholder
action and shareholder action was not required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendments to
the Article of Incorporation this 21st day of January 2003.
By: /s/ Amal Rampadaruth
Amal Rampadaruth
President/Director
292, South County Road, Suite 109
Palm Beach
Florida 33480
Tel (561) 659 9054
Filed January 27, 2003
