FILED # C29177-01
OCT 31 2001
IN THE OFFICE OF
/S/ DEAN HELLER
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
MEDI-HUT CO., INC.
The undersigned, natural person of eighteen years or more of age, acting
as incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Medi-Hut Co., Inc.
ARTICLE II
SHARES
The amount of the total authorized capital stock of the Corporation is
100,000,000 shares of common stock, par value $.001 per share. Each share of
common stock shall have one (1) vote. Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paid up stock, and the holder of such shares shall not be liable for any
further payment thereof. Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.
The Corporation is authorized to issue 100,000,000 shares of common
stock, par value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 2995
El Camino Road, Las Vegas, Nevada 89146 and the name of its initial registered
agent at such address is Progressive Management.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Joseph Sanpietro 1935 Swarthmore Avenue
Lakewood, New Jersey 08701
ARTICLE V
DIRECTORS
The members of the governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and post office address of the first board of
directors, which shall be five in number, are as follows:
NAME ADDRESS
Joseph Sanpietro 1935 Swarthmore Avenue
Lakewood, New Jersey, 08701
Vincent Sanpietro 1935 Swarthmore Avenue
Lakewood, New Jersey 08701
Robert Russo 1935 Swarthmore Avenue
Lakewood, New Jersey 08701
James G. Aaron 1935 Swarthmore Avenue
Lakewood, New Jersey 08701
James S. Vaccaro 1935 Swarthmore Avenue
Lakewood, New Jersey 08701
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority to make and
alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine whether,
and to what extent, and at which times and places, and under what conditions
and regulations, the accounts and books of this Corporation, or any of them,
shall be open to inspection of the stockholders; and no stockholder shall have
the right to inspect any account, book or document of this Corporation except
as conferred by the Statutes of Nevada, or authorized by the directors or any
resolution of the stockholders.
C. No sale, conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this Corporation shall be
made unless approved by the vote or written consent of the stockholders
entitled to exercise two-thirds (2/3) of the voting power of the Corporation.
D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgements , amounts paid
in compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the
time of the incurring or imposition of such costs, expenses, or liabilities,
except such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally adjudged to be
liable by reason of his negligence or willful misconduct toward the
Corporation or such other Corporation in the performance of his duties as such
officer or director, as to whether or not a director or officer was liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or
director, in the absence of such final adjudication of the existence of such
liability, the board of directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the
manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.
The undersigned being the individual named in Article III, above, as the
initial registered agent of the Corporation, hereby consents to such
appointment.
The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 17th day of October,
2001.
/s/ Joseph A Sanpietro
____________________________________
Joseph Sanpietro
STATE OF NEW JERSEY )
:ss.
COUNTY OF OCEAN )
On this 19th_ day of October, 2001, personally appeared before me Joseph
Sanpietro, personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.
/s/ Monica Ann Olson
____________________________________
NOTARY PUBLIC
[Stamp appears here
MONICA ANN OLSON
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires 10-03-2005]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Medi-Hut Co., Inc.
I, Dennis Evans, with address at 2995 El Camino Road, City of Las Vegas, State
of Nevada, 89509, hereby accept appointment as resident agent of the
above-named corporation in accordance with NRS 78.090.
Oct 21 /s/ Dennis Evans
________________ 2001. _________________________________________
Signature of Resident Agent
Progressive Management