ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
1. NAME OF CORPORATION:
BAROSSA COFFEE COMPANY, INC.
2. RESIDENT AGENT NAME AND STREET ADDRESS:
Bill Watts
Name
6908 Hawaiian Sky Court, Las Vegas, NEVADA 89131
Street Address City Zip Code
3. SHARES:
Number of shares with par value:
51,000,000 Par value: $.001
Number of shares without par value:
4. NAMES & ADDRESSES, OF BOARD OF DIRECTORS/TRUSTEES:
1. Adam Gatto
Name
311 S. State, Suite 460, Salt Lake City, Utah 84111
Street Address City State Zip Code
2. Jason Briggs
Name
311 S. State, Suite 460, Salt Lake City, Utah 84111
Street Address City State Zip Code
5. PURPOSE:
The purpose of this Corporation shall be:
Marketing coffee and related items
6. NAMES, ADDRESS AND SIGNATURE OF INCORPORATOR:
Adam Gatto
Name
/s/ Adam Gatto
Signature
311 S. State, Suite 460, Salt Lake City, Utah 84111
Address City State Zip Code
7. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I hereby accept appointment as Resident Agent for the above named corporation.
/s/ Bill Watts 3-22-05
Authorized Signature of R.A. or On Behalf of R.A. Company Date
SEE ATTACHMENTS
ATTACHMENT
BAROSSA COFFEE COMPANY, INC.
ADDITIONAL PROVISIONS OF ARTICLES
ADDENDUM TO ARTICLE 3
AUTHORIZED SHARES
The Corporation shall have authority to issue an aggregate of 51,000,000
shares of capital stock, of which 1,000,000 shares shall be preferred stock,
par value $0.001 (the "Preferred Stock"), and 50,000,000 shares shall be
common stock, par value $0.001 (the "Common Stock"). The powers, preferences,
and rights, and the qualifications, limitations, or restrictions of the shares
of stock of each class and series which the Corporation shall be authorized to
issue, are as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from
time to time in one or more series as may from time to time be determined by
the board of directors. Each series shall be distinctly designated. All
shares of any one series of the Preferred Stock shall be alike in every
particular, except that there may be different dates from which dividends
thereon, if any, shall be cumulative, if made cumulative. The powers,
preferences, participating, optional, and other rights of each such series and
the qualifications, limitations, or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. Except as
hereinafter provided, the board of directors of this Corporation is hereby
expressly granted authority to fix by resolution or resolutions adopted prior
to the issuance of any shares of each particular series of Preferred Stock,
the designation, powers, preferences, and relative participating, optional,
and other rights and the qualifications, limitations, and restrictions
thereof, if any, of such series, including, without limiting the generality of
the foregoing, the following:
(i) The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute each series, which number may be
increased (except as otherwise fixed by the board of directors) or
decreased (but not below the number of shares thereof outstanding) from
time to time by action of the board of directors;
(ii) The rate and times at which, and the terms and conditions on
which, dividends, if any, on the shares of the series shall be paid; the
extent of preferences or relation, if any, of such dividends to the
dividends payable on any other class or classes of stock of this
Corporation or on any series of Preferred Stock and whether such
dividends shall be cumulative or noncumulative;
(iii) The right, if any, of the holders of the shares of the same
series to convert the same into, or exchange the same for, any other
class or classes of stock of this Corporation and the terms and
conditions of such conversion or exchange;
(iv) Whether shares of the series shall be subject to redemption
and the redemption price or prices, including, without limitation, a
redemption price or prices
payable in shares of any other class or
classes of stock of the Corporation, cash, or other property and the
time or times at which, and the terms and conditions on which, shares of
the series may be redeemed;
(v) The rights, if any, of the holders of shares of the series on
voluntary or involuntary liquidation, merger, consolidation,
distribution, or sale of assets, dissolution, or winding up of this
Corporation;
(vi) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) The voting powers, if any, of the holders of shares of the
series which may, without limiting the generality of the foregoing,
include (A) the right to more or less than one vote per share on any or
all matters voted on by the shareholders, and (B) the right to vote as a
series by itself or together with other series of Preferred Stock or
together with all series of Preferred Stock as a class, on such matters,
under such circumstances, and on such conditions as the board of
directors may fix, including, without limitation, the right, voting as a
series by itself or together with other series of Preferred Stock or
together with all series of Preferred Stock as a class, to elect one or
more directors of this Corporation in the event there shall have been a
default in the payment of dividends on any one or more series of
Preferred Stock or under such other circumstances and upon such
conditions as the board of directors may determine.
(b) Common Stock. The Common Stock shall have the following powers,
preferences, rights, qualifications, limitations, and restrictions:
(i) After the requirements with respect to preferential dividends
of Preferred Stock, if any, shall have been met and after this
Corporation shall comply with all the requirements, if any, with respect
to the setting aside of funds as sinking funds or redemption or purchase
accounts and subject further to any other conditions which may be
required by the Nevada Revised Statutes, then, but not otherwise, the
holders of Common Stock shall be entitled to receive such dividends, if
any, as may be declared from time to time by the board of directors
without distinction as to series;
(ii) After distribution in full of any preferential amount to be
distributed to the holders of Preferred Stock, if any, in the event of a
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution, or winding up of this Corporation, the holders of the
Common Stock shall be entitled to receive all of the remaining assets of
the Corporation, tangible and intangible, of whatever kind available for
distribution to stockholders, ratably in proportion to the number of
shares of Common Stock held by each without distinction as to series;
and
(iii) Except as may otherwise be required by law or this
Certificate of Incorporation, in all matters as to which the vote or
consent of stockholders of the Corporation shall be required or be
taken, including any vote to amend this Certificate of
Incorporation, to
increase or decrease the par value of any class of stock, effect a stock
split or combination of shares, or alter or change the powers,
preferences, or special rights of any class or series of stock, the
holders of the Common Stock shall have one vote per share of Common
Stock on all such matters and shall not have the right to cumulate their
votes for any purpose.
(c) Other Provisions.
(i) The board of directors of the Corporation shall have
authority to authorize the issuance, from time to time without any vote
or other action by the stockholders, of any or all shares of the
Corporation of any class at any time authorized, and any securities
convertible into or exchangeable for such shares, in each case to such
persons and for such consideration and on such terms as the board of
directors from time to time in its discretion lawfully may determine;
provided, however, that the consideration for the issuance of shares of
stock of the Corporation having par value shall not be less than such
par value. Shares so issued, for which the full consideration
determined by the board of directors has been paid to the Corporation,
shall be fully paid stock, and the holders of such stock shall not be
liable for any further call or assessments thereon.
(ii) Unless otherwise provided in the resolution of the board of
directors providing for the issue of any series of Preferred Stock, no
holder of shares of any class of the Corporation or of any security or
obligation convertible into, or of any warrant, option, or right to
purchase, subscribe for, or otherwise acquire, shares of any class of
the Corporation, whether now or hereafter authorized, shall, as such
holder, have any preemptive right whatsoever to purchase, subscribe for,
or otherwise acquire shares of any class of the Corporation, whether now
or hereafter authorized.
ARTICLE 8
LIMITATION ON LIABILITY
A director of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (b) the
payment of distributions in violation of section 78.300 of the Nevada Revised
Statutes.
ARTICLE 9
ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793
The Corporation elects not to be governed by the provisions of sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes regarding control
share acquisitions, or any amendments or successor provisions thereto.
ARTICLE 10
ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444
The Corporation elects not to be governed by the provisions of sections
78.411 to 78.444, inclusive, of the Nevada Revised Statutes regarding
combinations with interested shareholders, or any amendments or successor
provisions thereto.
ARTICLE 11
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director or officer of the
Corporation, or who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with the action, suit or proceeding, to the full extent
permitted by the Nevada Revised Statutes as such statutes may be amended from
time to time.
ARTICLE 12
AMENDMENT
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in its Certificate of
Incorporation from time to time in accordance with the laws of the state of
Nevada, and all rights conferred on stockholders herein are granted subject to
this reservation.
ARTICLE 13
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.
The bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of
Nevada now or hereafter existing.