Exhibit 3.1
ARTICLES OF INCORPORATION
OF
Pierce International Discovery, 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 Pierce International Discover, 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 purpose 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 execute 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 anyone
or more persons, firms associations, or
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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 or other 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
acquires.
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 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 conduction 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:
a. Seven hundred fifty million common shares, par value $.00l.
Each common share shall have equal rights as to voting and
in the event of dissolution and liquidation. There shall be
no cumulative 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 of the corporation is 3340 Topaz #210,
Las Vegas, Nevada 89121 and the registered agent at that address is
International Venture Capital & Advisory Inc. The corporation may maintain such
other offices, 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. International Venture Capital & Advisory Inc. accepts being the
resident agent.
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/s/ Nathan W. Drage
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International Venture Capital & Advisory Inc.
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 case of a vacancy. The original
Board of Directors shall be comprised of one (1) person and the name and the
address of the person who is to serve as the director until the first annual
meeting of Shareholders and until successors are elected and shall is:
Robert Kropf
6975 South Union Park Center, Suite 600
Salt Lake City, Utah 84047
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-Laws or
by resolutions, 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 incorporation is:
Robert Kropf
6975 South Union Park Center, Suite 600
Salt Lake City, Utah 84047
Dated this 30 day of April 1999.
/s/ Robert Kropf
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Robert Kropf
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NOTARY CERTIFICATE
State of Utah )
) ss.
County of Salt Lake )
On the 30 day of April 1999, personally appeared before me, a Notary
Public, who acknowledged that Robert Kropf executed the foregoing Articles of
Incorporation of Pierce International Discovery, Inc.
/s/ Jennifer L.Clark
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Notary Public
Jennifer L. Clark
My commission Expires: July 1, 2002
Residing in: Salt Lake County, Utah