(STAMP)
FILED # C275120
OCT 11 2001
(unintelligible)
ARTICLES OF INCORPORATION
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OF
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Dakota Fitness Equiptment, Inc.
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FIRST. The name of the corporation is:
Dakota Fitness Equiptment, Inc.
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SECOND. Its registered office in the State of Nevada is
located at 2533 North Carson Street, Carson City, Nevada 89706 that this
Corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada
THIRD. The objects for which this Corporation is formed
are: To engage in any lawful activity, including, but not limited to the
following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law,
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
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(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity,
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound Lip
or dissolved,
(J) Shall have power to adopt and use a common seal or stamp, and
alter the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K ) Shall have power to borrow money and contract debts when
necessary for the
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transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawftil purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
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objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof,
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes,
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that
may be issued by the Corporation is SEVENTY FIVE MILLION (75,000,000) shares of
stock with a par value of ONE TENTH OF A CENT ($0.001) of which SIXTY FIVE
MILLION (65,000,000) shall be common shares with a par value of ONE TENTH OF A
CENT ($0.001) and TEN MILLION (10,000,000) shall be preferred shares with a par
value of ONE TENTH OF A CENT ($0.001)and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to time for
such considerations as may be fixed by the Board of Directors.
FIFTH . The governing board of this corporation shall be
known as directors, and the number of directors may from time to time be
increased or decreased in such a manner as shall be provided by the By-Laws of
this Corporation, providing that the number of directors shall not be reduced
to fewer than one (1).
The name and post office address of the first board of Directors shall
be one (1) in number and listed as follows:
NAME P0ST OFFICE ADDRESS
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Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
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SIXTH. The capital stock, after the amount of the
subscription price, or par value, has been paid in, shall not be subject to
assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
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Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized: Subject to
the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the
By-Laws of the Corporation.
To fix the, amount to be reserved as working capital over and
above its capital stock paid in; to authorize and cause to be executed,
mortgages and lions upon the real and personal property of this Corporation.
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By resolution passed by a majority of tile whole Board, to
designate one (1) or more committees, each committees to consist of one or more
of the Directors of the Corporation, which, to the extent provided in the
resolution, or in the By-Laws of the Corporation, shall have arid may exercise
the powers of the Board of Directors in the management of the business and
affairs of the Corporation. Such committees, or committees, shall have such
name, or names, as may be stated ill the By-Laws of the Corporation, or as may
be determined from time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the
Stockholders holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued arid outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its board of Directors deems expedient arid
for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
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TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or, modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend,
alter, change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by statute, or by the
Articles of Incorporation, and all rights conferred upon Stockholders herein are
granted subject to this reservation.
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I, THE UNDERSIGNED, being the Incorporator hereinibefore named
for the purpose of forming a Corporation pursuant to the General Corporation Law
of the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this October 11, 2001.
/s/ Brent Buscay
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Brent Buscay
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
/s/ Brent Buscay
October 11, 2001 ---------------------------------------
Date Brent Buscay, Director of Operations
On Behalf of Laughlin Associates, Inc.