ARTICLES OF INCORPORATION
OF
NPC HOLDINGS, INC.
The undersigned, a natural person being more than eighteen years
of age, acting as incorporator of a corporation pursuant to the
provisions of the General Corporation Laws of the State of Nevada,
does hereby adopt the following Articles of Incorporation for such
corporation:
Article I
Name
The name of the corporation is NPC Holdings, Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may
be conducted under the laws of the State of Nevada or any other state
or nation wherein this corporation shall be authorized to transact
business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest,
trade, deal in and with real and personal property, of every kind,
class and description.
Section 3. To issue promissory notes, bonds, debentures and other
evidences of indebtedness in the furtherance of any of the stated
purposes of the corporation.
Section 4. To enter into or exercise contracts of any kind and
character, sealed or unsealed, with individuals, firms, associations,
corporations (private, public or municipal), political subdivisions of
the United States or with the Government of the United States.
Section 5. To acquire and develop any interest in patents,
trademarks and copyrights connected with the business of the
corporation.
Section 6. To borrow money, without limitation, and give a lien
on any of its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all or
any part of, or any interest in, the properties, assets, business and
good will of any one or more persons, firms, associations or
corporations either within or out of the State of Nevada heretofore or
hereafter engaged in any business for which a corporation may now or
hereafter be organized under the laws of the State of Nevada; pay for
the same in cash, property or the corporation's own securities; hold,
operate, reorganize, liquidate, sell or in any manner dispose of the
whole or any part thereof; and in connection therewith, assume or
guaranty performance of any liabilities, obligations or contracts of
such persons, firms, associations or corporations and to conduct the
whole or any part of any business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise
acquire, own and hold, sell, lend, exchange, reissue, transfer or
otherwise dispose of, pledge, use, cancel and otherwise deal in and
with the corporation's shares and its other securities from time to
time to the extent, in the manner and upon terms determined by the
Board of Directors; provided that the corporation shall not use its
funds or property for the purchase of its own shares of capital stock
when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent
permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be
organized under the laws of any state of the United States of America,
or of any commonwealth, territory, agency or instrumentality of the
United States of America, or of any foreign country, a corporation or
corporations for the purpose of conducting and promoting any business
or purpose for which corporations may be organized, and to dissolve,
wind up, liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or
proper for the accomplishment of any of the purposes or the attainment
of any of the objects herein enumerated, or which shall at any time
appear conductive to or expedient for the protection or benefit of
the corporation.
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall
consist of the following stock: One hundred million common shares, par
value $.001 per share. Each common share shall have equal rights as to
voting and in the event of dissolution and liquidation. There shall be
no comulative voting by shareholders.
Section 2. The shareholders shall have no preemptive rights to
acquire any shares of this corporation.
Section 3. The common and preferred stock of the corporation,
after the amount of the subscription price has been paid in, shall not
be subject to assessment to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office and registered agent of the
corporation is Gateway Enterprises, 3230 E. Flamingo Road, Suite 156,
Las Vegas, Nevada, zip code 89121, Clark county. The corporation may
maintain such other office, either within or out of the State of
Nevada, as the Board of Directors may from time to time determine or
the business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There
shall be one (1) or more directors as to serve, from time to time, as
elected by the Shareholders, or by the Board of Directors in the case
of a vacancy. The original Board of Directors shall be comprised of
three (3) people and the name and address of each person who is to
serve as director until the first annual meeting of shareholders and
until successors are elected is:
Kelly H. Adams
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Pete R. Falvo
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Christopher J. Nielsen
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Article VII
Indemnification
As the Board of Directors may from time to time provide in the
By-laws or by resolution, the corporation may indemnify its officers,
directors, agents and other persons to the full extent permitted by
the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Kelly H. Adams
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
Article IX
Controlling Interest
The provisions of NRS 78.378 to 78.3793 inclusive shall not be
applied to any acquisition of a controlling interest in the
corporation.
Dated this 29th day of June, 2000.
/s/ Kelly H Adams
Kelly H. Adams