===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT")
----------------------------------------------------

SAMURAI ENERGY CORP.
(formerly J.R. Bassett Optical, Inc.)
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

87-0469497
(IRS Employer Identification Number)

11757 Katy Freeway, Suite 1300
Houston, Texas 77079
(Address of principal executive offices)

Samuel M. Skipper, Chief Executive Officer
Samurai Energy Corp.
11757 Katy Freeway, Suite 1300
Houston, Texas 77079
(Name and address of agent for service)

(713) 771-5500
(Telephone number, including area code of agent for service)

If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. |X|

Securities Act registration statement file number to which this form relates:
Not Applicable

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

Name of each Exchange on which each Class is to be
Title of Each Class to be so Registered. Registered.
Not Applicable Not Applicable

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

Name of each Exchange on which each Class is to be
Title of each Class to be so registered. Registered.
Common Stock, $.001 par value Not Applicable

===============================================================================

Item 1. Description of Registrant's Securities to be Registered

Samurai Energy Corp. is authorized to issue 75,000,000 shares of common
stock, $.001 par value per share.

Item 2. Exhibits

The following exhibits are filed as part of this registration
statement:

Exhibit No. Exhibit Description
3.1 Articles of Incorporation and all amendments thereto.
3.2 By Laws
4.1 Form of Common Stock certificate

SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

Dated this 6th day of December, 2005.

SAMURAI ENERGY CORP.

By: /s/Samuel M. Skipper
--------------------------------------------------
Samuel M. Skipper, President

EXHIBIT 3.1
ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO
- -------------------------------------------------------------------------------

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 1:00 PM 08/02/1994
944143062 - 2423484

CERTIFICATE OF INCORPORATION OF
J.R. BASSETT OPTICAL, INCORPORATED

ARTICLE ONE

The name of this Corporation is:

J.R. BASSETT OPTICAL, INCORPORATION

ARTICLE TWO

The address of its registered office in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The Registered Agent in charge is The
Corporation Trust Company.

ARTICLE THREE

The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware, as the same exits or may hereafter be amended ("DGCL").

ARTICLE FOUR

The total number of shares of capital stock which the Corporation has
authority to issue is 75,000,000 shares of common stock, with a par value of
$.001 per share.

ARTICLE FIVE

The Board of Directors is authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

ARTICLE SIX

The name and mailing address of the Incorporator is as follows:

Ann Marie La Ferla
Ruden, Barnett, McClosky, Smith,
Schuster & Russell, P.A.
200 East Broward Boulevard
Pos Office Box 1900
Fort Lauderdale, Florida 33302

ARTICLE SEVEN

The number of directors of the Corporation shall be the number fixed in
accordance with the Bylaws of the Corporation. Any vacancies of the Board of
Directors occurring for any reason, including from an increase in the number of
directors, shall be filled by the remaining directors, whether or not such
directors constitute a quorum.

ARTICLE EIGHT

(a) To the fullest extent permitted by the DGCL, a director of this Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. The modifications
or repeal of this paragraph (a) of Article Eight shall not affect the
restriction hereunder of a director's personal liability for any breach, act or
omission occurring prior to such modification or appeal.

(b) The Corporation shall indemnify each of its officers and directors to the
full extent permitted by the DGCL. The Corporation shall advance fees and
expenses to each such officer and director to the full extent permitted by the
DGCL, provided that such officer or director provides an undertaking reasonably
acceptable to the Corporation's Board of Directors to repay such advancement if
Executive is ultimately determined not to be entitled to indemnifications. The
provisions of this Article Eight shall survive the termination of employment of
each officer and director.

ARTICLE NINE

The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purposes of forming a corporation under the laws of the State of Delaware, do
make this Certificate, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto set my
hand on this 2nd day of August, 1994.

/s/Anne Marie La Ferla
---------------------------------------------
Anne Marie La Ferla, Sole Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 09/23/1994
944179752 - 2423484

AGREEMENT AND PLAN OF MERGER

AGREEMENT OF MERGER, dated this 31st day of August, 1994, pursuant to
Section 252 of the General Corporation Law of the State of Delaware, between
J.R. BASSETT OPTICAL, INCORPORATED, a Delaware corporation ("Surviving
Corporation"), and OPTICAL EXPRESS, INC., a Utah corporation ("Merged
Corporation").

RECITALS:

Surviving Corporation and Merged Corporation desire to merge into a
single corporation subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties to this Agreement, in consideration of the
mutual convents, agreements and provisions hereinafter contained, do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:

FIRST: Surviving Corporation hereby merges into itself Merged
Corporation and said Merged Corporation shall be and hereby is merged into
Surviving Corporation, which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of Surviving Corporation as
heretofore amended and as in effect on the date of the merger provided for in
this Agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outside shares of the capital stock
of each of the constituent corporations into the shares of other securities of
the surviving corporation shall be as follows:

(a) Each share of common stock of Surviving Corporation which
is issued and outstanding on the effective date of this Agreement shall be
cancelled immediately and without any further action by any of the parties
hereto or any of their shareholders, without any compensation.

(b) Each share of common stock of Merged Corporation which is
outstanding on the effective date of this Agreement, and all rights in respect
thereof shall forthwith be changed and converted into ten (10) shares of common
stock of Surviving Corporation.

(c) After the effective date of this Agreement, each holder of
an outstanding certificate representing shares of common stock of the Merged
Corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of the stock of merged Corporation to be
converted into the stock of the Surviving Corporation as provided herein, may be
treated by the Surviving Corporation for all corporate purposes as evidencing
the ownership of shares of the Surviving Corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement, each
registered owner of any uncertificated shares of common stock of the Merged
Corporation shall have said shares cancelled and said registered owner shall be
entitled to the number of common shares of the Surviving Corporation on the
basis provided herein.

FOURTH: The terms and conditions of the merger are as follows:

(a) The bylaws of the Surviving Corporation as they shall
exist on the effective date of this Agreement shall be and remain the bylaws of
the Surviving Corporation until the same shall be altered, amended and repealed
as therein provided.

(b) The directors and officers of the Surviving Corporation
shall continue in office until the next annual meeting of stockholders and until
their successors shall have been elected and qualified.

(d) Upon the merger becoming effective, all the property,
rights, privileges, franchises, patents, trademarks, licenses, registrations and
other assets of every kind and description of the Merged Corporation shall be
transferred to, vested in and devolve upon the Surviving Corporation without
further act or deed and all property, rights, and every other interest of the
Surviving Corporation and the Merged Corporation shall be as effectively the
property of the Surviving Corporation as they were of the Surviving Corporation
and the Merged Corporation respectively. The Merged Corporation hereby agrees
from time to time, as and when requested by the Surviving Corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the Surviving Corporation may deem necessary or
desirable in order to vest in and confirm to the Surviving Corporation title to
and possession of any property of the Merged Corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the Merged Corporation and the proper officers and directors of
the Surviving Corporation are fully authorized in the name of the Merged
Corporation or otherwise to take any and all such action.

FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the date of filing this Agreement
with the Secretary of State. This Agreement may be amended by the Board of
Directors of its constituent corporations at any time prior to the date of
filing this Agreement with the Secretary of State, provided that an amendment
made subsequent to the adoption of the Agreement by the stockholders of any
constituent corporation shall not (1) alter or change the amount of kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
such constituent corporation, (2) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the merger, or (3)
alter or change any of the terms and conditions of the Agreement if such
alteration or change would adversely affect the holders of any class or series
thereof of such constituent corporation.

SIXTH: The authorized capital of the Merged Corporation is
200,000,000 shares of common stock, par value $.001.

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors have caused these presents to be executed by the President
or any Vice-President and attested by the Secretary or any Assistant Secretary
of each party hereto as the respective act, deed and agreement of said
corporations on this 31st day of August, 1994.

J.R. BASSETT OPTICAL, INCORPORATED

By:
-----------------------------------------
Chief Executive Officer

ATTEST:

By:
-----------------------------------------
Secretary

OPTICAL EXPRESS, INC.

By:
-----------------------------------------
Chief Executive Officer

ATTEST:

By:
-----------------------------------------
Secretary

I, Justin DiMacchio, Secretary of J.R. BASSETT OPTICAL, INCORPORATED, a
corporation organized and existing under the laws of the State of Delaware,
hereby certify, as such Secretary, that the Agreement of Merger to which this
Certificate is attached, after having been first duly signed on behalf of said
corporation having been signed on behalf of OPTICAL EXPRESS, INC., a corporation
of the State of Utah, was duly adopted pursuant to Section 228 of Title 8 of the
Delaware Code by the written consent of the stockholders holding at least a
majority of shares of the capital stock of the corporation issued and
outstanding having voting power, and written notice of adoption of the Agreement
of Merger has been given as provided in Section 228 of Title 8 of the Delaware
Code to every stockholder entitled to such notice, which Agreement of Merger was
thereby adopted as the act of the stockholders of said J.R. BASSETT OPTICAL,
INCORPORATED, and the duly adopted agreement and act of said corporation.

WITNESS my hand on this 31st day of August, 1994.

------------------------
Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 08:00 AM 07/07/2004
FILED 08:00 AM 07/07/2004
SRV 040497469 - 2423484 FILE

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

This corporation organized under the laws of Delaware, the charter of
which was voided for non-payment of taxes, not desires to procure a restoration,
renewal and revival of its charter, and hereby certifies as follows:

1. The name of the corporation is J.R. BASSETT OPTICAL, INCORPORATED.

2. Its registered office in the State of Delaware is located at 1209
Orange Street, City of Wilmington, Zip Code 19801, County of New
Castle. The name and address of its registered agent is The Corporation
Trust Company.

3. The date of filing of the original certificate of Incorporation in
Delaware was 08-02-94.

4. The date when restoration, renewal and revival of the charter of this
company is to commence is the 28th day of February, 1997, same being
prior to the date of the expiration of the charter. This renewal and
revival of the charter of this corporation is to be perpetual.

5. this corporation was duly organized and carried o n the business
authorized by its charter until the 1st day of March, 1997, at which
time its charter became inoperative and void for non-payment of taxes
and this certificate for renewal and revival is filed by authority of
the duly elected directors of the corporation in accordance with the
laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal, extension and restoration of charters, Robert E.
Williams, the last and acting authorized officer hereunto set his/her hand to
this certificate this 30th day of June A.D. 2004.

By:/s/Robert E. Williams
--------------------------------------
Name: Robert E. Williams
Title: President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 12:08 PM 11/28/2005
FILED 12:08 PM 11/28/2005
SRV 050961013 - 2423484 FILE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

J.R. BASSETT OPTICAL, INCORPORATED

The corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of J.R. Bassett
Optical, Incorporated, resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed
amendment is as follows:

RESOLVED, that Article I of the Certificate of Incorporation
be, and hereby is, amended to read as follows:

The name of the Corporation is Samurai Energy Corp.

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said
corporation was duly called and held upon notice in accordance
with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of section 242 of the General Corporation Law of
the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

EXECUTED this 28th day of November, 2005.

/s/Samuel M. Skipper
- -------------------------------
Samuel M. Skipper, President

EXHIBIT 3.2
BY LAWS
- -------------------------------------------------------------------------------

SAMURAI ENERGY CORP.
(A DELAWARE CORPORATION)

By Laws

ARTICLE I
Principal Executive Office

The principal executive office of Samurai Energy Corp. (the
"Corporation") shall be at 11757 Katy Freeway, Suite 1300, Houston, Texas 77079.
The Corporation may also have offices at such other places within or without the
State of Texas as the board of directors shall from time to time determine.

ARTICLE II
Stockholders

SECTION 1. Place of Meetings. All annual and special meetings of
stockholders shall be held at the principal executive office of the Corporation
or at such other place within or without the State of Delaware as the board of
directors may determine and as designated in the notice of such meeting.

SECTION 2. Annual Meeting. A meetings of the stockholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine.

SECTION 3. Special Meetings. Special meeting of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the board
of directors of the Corporation, or by a committee of the board of directors
which as been duly designated by the board of directors and whose powers and
authorities, as provided in a resolution of the board of directors or in the By
Laws of the Corporation, include the power and authority to call such meetings
but such special meetings may not be called by another person or persons.

SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with these By Laws or as otherwise prescribed by the
board of directors. The chairman or the chief executive officer of the
Corporation shall preside at such meetings.

SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than ten days nor more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 6, with postage
thereon prepaid. If a stockholder be present at a meeting, or in writing waive
notice thereof before or after the meeting, notice of the meeting to such
stockholder shall be unnecessary. When any stockholders' meeting, either annual
or special, is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than thirty days or of the business to be transacted at such adjourned
meeting, other than an announcement at the meeting at which such adjournment is
taken.

SECTION 6. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders. Such date in any case shall be
not more than sixty days, and in case of a meeting of stockholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.

When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

SECTION 7. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten days
before each meeting of stockholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. The record, for a period of ten days
before such meeting, shall be kept on file at the principal executive office of
the Corporation, whether within or outside the State of Delaware, and shall be
subject to inspection by any stockholder for any purpose germane to the meeting
at any time during usual business hours. Such record shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder for any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such record or
transfer books or to vote at any meeting of stockholders.

SECTION 8. Quorum. One-fourth of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than one-fourth of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

SECTION 9. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.

SECTION 10. Voting. At each election for directors every stockholder
entitled to vote at such election shall be entitled to one vote for each share
of stock held. Unless otherwise provided by the Certificate of Incorporation, by
statute, or by these By Laws, a majority of those votes cast by stockholders at
a lawful meeting shall be sufficient to pass on a transaction or matter, except
in the election of directors, which election shall be determined by a plurality
of the votes of the shares present in person or by proxy at the meeting and
entitled to vote on the election of directors.

SECTION 11. Voting of Shares in the Name of Two or More Persons. When
ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.

SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
By Laws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

SECTION 13.Inspectors of Election. In advance of any meeting of
stockholders, the chairman of the board or the board of directors may appoint
any persons, other than nominees for office, as inspectors of election to act at
such meeting or any adjournment thereof. The number of inspectors shall be
either one or three. If the board of directors so appoints either one or three
inspectors, that appointment shall not be altered at the meeting. If inspectors
of election are not so appointed, the chairman of the board may make such
appointment at the meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment in
advance of the meeting or at the meeting by the chairman of the board or the
president.

Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

SECTION 14. Nominating Committee. The board of directors or a committee
appointed by the board of directors shall act as nominating committee for
selecting the management nominees for election as directors. Except in the case
of a nominee substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written nominations
to the secretary at least ten days prior to the date of the annual meeting.
Provided such committee makes such nominations, no nominations for directors
except those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in writing and
delivered to the secretary of the Corporation in accordance with the provisions
of the Corporation's Certificate of Incorporation.

SECTION 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees, but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as provided in the
Corporation's Certificate of Incorporation.

ARTICLE III
Board of Directors

SECTION 1. General Powers. The business and affairs of the
Corporation shall be under the direction of its board of
directors. The chairman shall preside at all meetings of the board of directors.

SECTION 2. Number, Term and Election. The number of directors of the
Corporation shall be such number, not less than one nor more than 15 (exclusive
of directors, if any, to be elected by holders of preferred stock of the
Corporation), as shall be provided from time to time in a resolution adopted by
the board of directors, provided that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director, and
provided further that no action shall be taken to decrease or increase the
number of directors from time to time unless at least two-thirds of the
directors then in office shall concur in said action. Exclusive of directors, if
any, elected by holders of preferred stock, vacancies in the board of directors
of the Corporation, however caused, and newly created directorships shall be
filled by a vote of two-thirds of the directors then in office, whether or not a
quorum, and any director so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of the director replaced
expires and when the new director's successor is elected and qualified.

SECTION 3.Election by holders of Preferred Stock. Whenever the holders
of any one or more series of preferred stock of the Corporation shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the board of directors shall include said directors so elected and
not be in addition to the number of directors fixed as provided in this Article
III. Notwithstanding the foregoing, and except as otherwise may be required By
Law, whenever the holders of any one or more series of preferred stock of the
Corporation elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders or as otherwise provided in the
designation of the series of preferred stock.

SECTION 4. Regular Meetings. A regular meeting of the board of
directors shall be held at such time and place as shall be determined by
resolution of the board of directors without other notice than such resolution.

SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman, the chief executive officer
or one-third of the directors. The person calling the special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.

Members of the board of the directors may participate in special
meetings by means of telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person.

SECTION 6. Notice. Written notice of any special meeting shall be given
to each director at least two days previous thereto delivered personally or by
telegram or at least seven days previous thereto delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid if mailed or when delivered to the telegraph
company if sent by telegram. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

SECTION 7. Quorum. One-third of the number of directors fixed by
Section 2 shall constitute a quorum for the transaction of business at any
meeting of the board of directors, but if less than such one-third is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time. Notice of any adjourned meeting shall be given in the same manner as
prescribed by Section 5 of this Article III. When a board of one director is
authorized under Section 2 of this Article III, then one director shall
constitute a quorum. The vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.

SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these By Laws, the
Certificate of Incorporation, or the General Corporation Law of the State of
Delaware.

SECTION 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.

SECTION 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Corporation
addressed to the chairman. Unless otherwise specified therein such resignation
shall take effect upon receipt thereof by the chairman.

SECTION 11. Vacancies. Any vacancy occurring on the board of directors
shall be filled in accordance with the provisions of the Corporation's
Certificate of Incorporation. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of
two-thirds of the directors then in office or by election at an annual meeting
or at a special meeting of the stockholders held for that purpose. The term of
such director shall be in accordance with the provisions of the Corporation's
Certificate of Incorporation.

SECTION 12. Removal of Directors. Any director or the entire board of
directors may be removed only in accordance with the provisions of the
Corporation's Certificate of Incorporation.

SECTION 13. Compensation. Directors, as such, may receive compensation
for service on the board of directors. Members of either standing or special
committees may be allowed such compensation as the board of directors may
determine.

SECTION 14. Age Limitation. No person 80 years or more of age shall be
eligible for election, reelection, appointment or reappointment to the board of
the Corporation. No director shall serve as such beyond the annual meeting of
the Corporation immediately following the director becoming 80 years of age.
This age limitation does not apply to an advisory director.

ARTICLE IV
Committees of the Board of Directors

The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties, constitution and procedures thereof. Each committee
shall consist of one or more directors of the Corporation appointed by the
chairman. The chairman may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

The chairman shall have power at any time to change the members of, to
fill vacancies in, and to discharge any committee of the board. Any member of
any such committee may resign at any time by giving notice to the Corporation;
provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation. Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the board called for
that purpose.

ARTICLE V
Officers

SECTION 1. Positions. The officers of the Corporation shall be a
chairman, a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be elected by the board of directors. The board of directors
may designate one or more vice presidents as executive vice president or senior
vice president. The board of directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Election
or appointment of an officer, employee or agent shall not of itself create
contract rights. The board of directors may authorize the Corporation to enter
into an employment contract with any officer in accordance with state law; but
no such contract shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

SECTION 3. Removal. Any officer may be removed by vote of two-thirds of
the board of directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.

SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

SECTION 6. Age Limitation. No person 80 or more years of age shall be
eligible for election, reelection, appointment or reappointment as an officer of
the Corporation. No officer shall serve beyond the annual meeting of the
Corporation immediately following the officer becoming 80 or more years of age.

ARTICLE VI
Contracts, Loans, Checks and Deposits

SECTION 1. Contracts. To the extent permitted by applicable law, and
except as otherwise prescribed by the Corporation's Certificate of Incorporation
or these By Laws with respect to certificates for shares, the board of directors
or the executive committee may authorize any officer, employee, or agent of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation. Such authority may be general or
confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner, including in facsimile form, as shall
from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the board of directors may select.

ARTICLE VII
Certificates for Shares and Their Transfer

SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates signed by the chairman of the board of directors
or the president or a vice president and by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof. Any or all of
the signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. If any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before the certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.

SECTION 2. Form of Share Certificates. All certificates representing
shares issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any stockholder upon request and without charge a
full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined, and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.

Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized under the laws of the State of Delaware; the
name of the person to whom issued; the number and class of shares, the
designation of the series, if any, which such certificate represents; the par
value of each share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the form of the
certificates shall be determined by the board of directors.

SECTION 3. Payment for Shares. No certificate shall be issued for any
share until such share is fully paid.

SECTION 4. Form of Payment for Shares. The consideration for the
issuance of shares shall be paid in accordance with the provisions of the
Corporation's Certificate of Incorporation.

SECTION 5. Transfer of Shares. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only to the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name shares
of capital stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

SECTION 6. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.

ARTICLE VIII
Fiscal Year; Annual Audit

The fiscal year of the Corporation shall end on the last day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.

ARTICLE IX
Dividends

Dividends upon the stock of the Corporation, subject to the provisions
of the Certificate of Incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property or in the Corporation's own stock.

ARTICLE X
Corporation Seal

The corporate seal of the Corporation shall be in such form as the
board of directors shall prescribe.

ARTICLE XI
Amendments

In accordance with the Corporation's Certificate of Incorporation, the
board of directors of the Corporation is expressly authorized to adopt, repeal,
alter, amend and rescind these By Laws of the Corporation only by a unanimous
vote of the board of directors.

Samurai Energy Corp.

EXHIBIT 4.1
FORM OF COMMON STOCK CERTIFICATE
- -------------------------------------------------------------------------------

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR AN AVAILABLE EXEMPTION FROM REGISTRATION.

Number ____ _____ Shares

SAMURAI ENERGY CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

- -------------------------------------------------------------------------------
This Certifies that ________________________

is the owner of ________________________ AND 00/100
- -------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

Samurai Energy Corp. transferable on the books of the Company by the holder
hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.

Witness the manual signatures of the Company's duly authorized officers.

Dated: ______________________

- ------------------------------------
Samuel M. Skipper, President & Secretary

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------------------------------------------
(Please print or typewrite name and address,
including postal zip code, of assignee)

- -------------------------------------------------------------------------------
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing

- -------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:

-----------------------------------
Signature Guaranteed:

-----------------------------------

NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.