Exhibit 3.1
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
| Certificate to Accompany | |
| Restated Articles of | |
| Amended and Restated Articles | |
This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation
(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)
(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)
1. Name of Nevada entity as last recorded in this office:
Curry Gold Corp.
2. The articles are: (mark only one box) £ Restated S Amended and Restated
Please entitle your attached articles "Restated" or "Amended and Restated," accordingly.
3. Indicate what changes have been made by checking the appropriate box:*
£ No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: _______________
The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
S The entity name has been amended.
£ The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
£ The purpose of the entity has been amended.
S The authorized shares have been amended.
£ The directors, managers or general partners have been amended.
£ IRS tax language has been added.
S Articles have been added.
£ Articles have been deleted.
£ Other. The articles or certificate have been amended as follows: (provide article numbers, if available)
4. Effective date and time of filing: (optional) Date: ______________ Time: ________________
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF CURRY GOLD CORP.
Pursuant to the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes ("NRS"), the undersigned, an officer of Curry Gold Corp. (the "Corporation"), submits the following Certificate (this "Certificate") amending and restating the Articles of Incorporation, as provided herein:
1. The name of the Corporation is Curry Gold Corp. The original Articles of Incorporation (the "Original Articles") were filed by the Corporation with the Nevada Secretary of State on September 30, 2009.
2. Pursuant to Section 78.403 of the NRS, these Articles amend and restate the entire Articles of Incorporation of the Corporation. The full text of all such amendments to the Amended Articles are contained in these Articles, and each such amendment has been effected in conformity with the Act.
3. These Articles and the amendments to the Amended Articles included herein have been approved in the manner required by the Act, the Amended Articles and the Corporation's Bylaws. These Articles and the amendments to the Amended Articles included herein were approved and adopted by the Board of Directors of the Corporation, and by at least a majority of all stockholders of the Corporation entitled to vote thereon.
4. This Certificate shall become effective on filing.
5. The text of the entire Articles of Incorporation are restated herein, to read in their entirety as follows:
ARTICLE ONE
The name of the corporation is Virtus Oil and Gas Corp. (the "Corporation").
ARTICLE TWO
The purposes of the Corporation shall be to engage in any lawful act or activity for which a corporation may be organized under Chapter 78 of NRS.
ARTICLE THREE
The Corporation shall have the authority to issue One Hundred Fifty Million (150,000,000) shares of common stock, par value $0.001 per share.
ARTICLE FOUR
The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation, including any Bylaw adopted by the stockholders.
ARTICLE FIVE
The Corporation may indemnify each person who is or was a director or officer of the Corporation to the fullest extent permissible under applicable Nevada law and any successor statutes under the NRS. The Board of Directors of the Corporation, in its sole discretion, shall have the power, on behalf of the Corporation, to indemnify such other persons for whom indemnification is permitted by such provisions of the NRS, to the fullest extent permissible thereunder, and may purchase such liability indemnification and/or other similar insurance as the Board of Directors from time to time shall deem necessary or appropriate, in its sole discretion.
The power to indemnify and/or obtain insurance provided in this Article Five shall be cumulative of any other power of the Board of Directors and/or any rights to which such a person or entity may be entitled by law, the Articles of Incorporation and/or Bylaws of the Corporation, contract, other agreement, vote or otherwise.
The undersigned does make and file these Amended and Restated Articles of Incorporation, hereby declaring and certifying that the facts stated herein are true and accordingly has set his hand hereto on July 25, 2013.
CURRY GOLD CORP.
By:/s/DanielMFerris
Daniel M. Ferris
President
NEVADA STATE BUSINESS LICENSE
VIRTUS OIL AND GAS CORP.
Nevada Business Identification # NV20091252276
Expiration Date: September 30, 2014
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
This license shall be considered valid until the expiration date listed above unless suspended or revoked in accordance with Title 7 of Nevada Revised Statutes.
This document is not transferable and is not issued in lieu of any locally-required business license, permit or registration.
Please Post in a Conspicuous Location
You may verify this Nevada State Business License online at www.nvsos.gov under the Nevada Business Search.
VIRTUS OIL AND GAS CORP.
Business Entity Information
| Status: | Active | File Date: | 9/30/2009 |
| Type: | Domestic Corporation | Entity Number: | E0524182009-6 |
Qualifying State: | NV | List of Officers Due: | 9/30/2014 |
| Managed By: | | Expiration Date: | |
NV Business ID: | NV20091252276 | Business License Exp: | 9/30/2014 |
Registered Agent Information
Name: | CAPITOL CORPORATE SERVICES, INC. | Address 1: | 202 SOUTH MINNESOTA STREET |
| Address 2: | | City: | CARSON CITY |
| State: | NV | Zip Code: | 89703 |
| Phone: | | Fax: | |
| Mailing Address 1: | | Mailing Address 2: | |
| Mailing City: | | Mailing State: | NV |
| Mailing Zip Code: | | | |
| Agent Type: | Commercial Registered Agent - Corporation |
| Jurisdiction: | NEVADA | Status: | Active |
Financial Information
No Par Share Count: | 0 | Capital Amount: | $ 150,000.00 |
| Par Share Count: | 150,000,000.00 | Par Share Value: | $ 0.001 |
Officers Include Inactive Officers
| President - DANIEL M FERRIS |
Address 1: | KEEPERS COTTAGE | Address 2: | 29 FARMINGTON, NR CHELTENHAM |
| City: | GLOUCESTERSHIRE | State: | |
| Zip Code: | GL543ND | Country: | ENG |
| Status: | Active | Email: | |
| Secretary - DANIEL M FERRIS |
Address 1: | KEEPERS COTTAGE | Address 2: | 29 FARMINGTON, NR CHELTENHAM |
| City: | GLOUCESTERSHIRE | State: | |
| Zip Code: | GL543ND | Country: | ENG |
| Status: | Active | Email: | |
| Treasurer - DANIEL M FERRIS |
Address 1: | KEEPERS COTTAGE | Address 2: | 29 FARMINGTON, NR CHELTENHAM |
| City: | GLOUCESTERSHIRE | State: | |
| Zip Code: | GL543ND | Country: | ENG |
| Status: | Active | Email: | |
| Director - DANIEL M FERRIS |
Address 1: | KEEPERS COTTAGE | Address 2: | 29 FARMINGTON, NR CHELTENHAM |
| City: | GLOUCESTERSHIRE | State: | |
| Zip Code: | GL543ND | Country: | ENG |
| Status: | Active | Email: | |
Actions\Amendments
| Action Type: | Articles of Incorporation |
| Document Number: | 20090714969-37 | # of Pages: | 1 |
| File Date: | 9/30/2009 | Effective Date: | |
Initial Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ------------- ---------------------------------------------------- Total Authorized Capital: $ 75,000.00 |
| Action Type: | Initial List |
| Document Number: | 20090828399-40 | # of Pages: | 1 |
| File Date: | 12/1/2009 | Effective Date: | |
| (No notes for this action) |
| Action Type: | Annual List |
| Document Number: | 20100838364-75 | # of Pages: | 1 |
| File Date: | 11/8/2010 | Effective Date: | |
| (No notes for this action) |
| Action Type: | Registered Agent Change |
| Document Number: | 20120613091-55 | # of Pages: | 1 |
| File Date: | 9/5/2012 | Effective Date: | |
| (No notes for this action) |
| Action Type: | Annual List |
| Document Number: | 20120624105-53 | # of Pages: | 1 |
| File Date: | 9/10/2012 | Effective Date: | |
| 12-13 |
| Action Type: | Annual List |
| Document Number: | 20120624564-02 | # of Pages: | 1 |
| File Date: | 9/10/2012 | Effective Date: | |
| 11-12 |
| Action Type: | Annual List |
| Document Number: | 20130481103-13 | # of Pages: | 1 |
| File Date: | 7/19/2013 | Effective Date: | |
| (No notes for this action) |
| Action Type: | Amended & Restated Articles |
| Document Number: | 20130491176-94 | # of Pages: | 3 |
| File Date: | 7/25/2013 | Effective Date: | |
Previous Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 --------- -------------------------------------------------------- Total Authorized Capital: $ 75,000.00 New Stock Value: Par Value Shares: 150,000,000 Value: $ 0.001 No Par Value Shares: 0 --------------------------- -------------------------------------- Total Authorized Capital: $ 150,000.00 |
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
| Certificate of Correction | |
| (Pursuant to NRSChapters 78, | |
| 78A, 80, 81, 82, 84, 86, 87 87A, 88 | |
| 88A, 89 AND 92A) | |
Certificate of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)
1. The name of the entity for which correction is being made:
Curry Gold Corp.
2. Description of the original document for which correction is being made:
Amended and Restated Articles of Incorporation of Curry Gold Corp.
3. Filing date of the original document for which correction is being made: July 25, 2013
4. Description of the inaccuracy or defect:
Paragraph 4 reads: “4. This Certificate shall become effective on filing.”
5. Correction of the inaccuracy or defect:
Paragraph 4 should have read: “4. This Certificate shall become effective on August 30, 2013.”
6. Signature
| /s/ Daniel Ferris | President | July 31, 2013 |
| Authorized Signature | Title * CEO | Date |
| | | |
