Exhibit 3.1.1
FILED
MAR 28 2000
Utah Div of Corp.
& Commer. Code
ARTICLES OF INCORPORATION
OF
KUBLA KAHN, INC.
The undersigned, a person of the age of eighteen years or more, acting
as an incorporator of a corporation under the Utah Revised Business
Corporation, Act adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
Name
The name of this corporation is KUBLA KAHN, INC.
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purpose
The purpose or purposes for which this corporation is organized are:
(a) To engage in any lawful act or activity for which the corporation
may be organized under the general corporation law of Utah.
(b) To engage in the retail and wholesale sale of goods wares and
merchandise and to do each and every act necessary to accomplish said purpose.
(c) To do each and every thing necessary suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated or which at
any time may appear conductive to or expedient for the protection or benefit
of this corporation and to do said acts as fully and to the same extent as
natural persons might or could do in any part of the world ; as principals,
agents, partners, trustees or otherwise, either alone or in conjunction with
any other person, association or corporation.
ARTICLE IV
Stock
The Corporation shall have the authority to issue Fifty Million
(50,000,000) shares of common stock with a par value of $0.001 per share, all
stock of the corporation shall be of the same class common and shall have the
same rights and preferences, fully paid stock of this corporation shall not be
liable to any further call or assessment.
ARTICLE V
Amendment
These Articles of incorporation may be amended by the affirmative vote of
a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be
issued at such time, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this corporation
and cumulative voting is denied.
ARTICLE VII
Initial Office and Agent
The address of the initial registered office of the corporation is 466
South 500 East and the name of the corporation's initial registered agent at
such address is Gerald M. Conder. I Gerald M. Conder hereby acknowledge and
accept appointment as the Corporation's Registered Agent:
/s/ Gerald M. Conder
------------------------
Signature
Date 3-2-00
ARTICLE VIII
Incorporators
The name and address of each incorporator is:
William S. Roberts
420 East South Temple #240
Salt Lake City, Utah 84111
ARTICLE IX
Common Directors - Transactions Between Corporations
No contract or other transaction between this corporation and one or
more of its directors or any other corporation , firm, association or entity
in which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relation or interest, or
because such director or directors are present at the meeting of the Board of
Directors, or a committee thereof which authorizes, approves or ratifies such
contract or transaction, or because his or their votes are counted for such
purpose if: (a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves, or
ratifies this contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors;
or (b) the fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent; or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board or Directors or committee thereof which
authorizes, approves or ratifies such
contract or transaction.
ARTICLE X
LIMITED LIABILITY
The Directors and Officers of the corporation are afforded the maximum
protection as provided under Utah Code Annotated 16-10a-841 and said Directors
liability is limited as outlined under said section and applicable exemptions
as found under Utah Law.
In Witness Whereof, WILLIAM S. ROBERTS has executed these Articles of
Incorporation in duplicate this 27th day of March, 2000, and say: That
WILLIAM S. ROBERTS is an incorporator herein; that he has read the above and
foregoing Articles of Incorporation; know the contents thereof and that the
same is true to the best of his knowledge and belief, excepting as to matters
herein alleged upon information and belief and as to those matters he believes
to be true.
KUBLA KAHN, INC. BY:
/s/ William S. Roberts
______________________________
WILLIAM S. ROBERTS/Incorporator