EXHIHBIT 3.1
[LOGO]DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Incorporation
(PURSUANT TO NRS 78)
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Important. Read attached instructions before completing form.
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of Corporation PADOVA INTERNATIONAL U.S.A.
2. Resident Agent Corporate Service Center Inc.
Name and Street Address: Name
350 S. Center Street, Suite 500 Reno NV 89501-2114
(must be a Nevada address Street Address City State Zip Code
where process may be
served)
Optional Mailing Address City State Zip Code
3. Shares:
(number of shares
corporation authorized to Number of shares Number of shares
issue with par value: 75,000 Par value: No Par without par None
Value value:
4. Name & Addresses, 1. Donald Dallape Of Board of Name
Directors/Trustees: 33532 Avenita Calita San Juan Capistrano CA 92675
Street Address City State Zip Code
(attach additional page
2. Scott Swendener
there is more than 3 Name
directors/trustees)
32772 Pointe Sterling Unit H. Dana Point CA 92629
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
5. Purpose: The purpose of this Corporation shall be:
(optional - see instructions) To engage in and carry on any lawful business activity and acts desirable to
accomplish such purposes.
6. Names, Address Scott Swendener /s/ Scott Swendener
and Signature of Name Signature
Incorporator. 32772 Pointe Sterling Unit H. Dana Point CA 92629
(attach additional page Address City State Zip Code
there is more than 1
incorporator)
7. Certificate of Acceptance
of Appointment of /s/ Trevor C. Rowley 01/30/02
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
This form, must be accompanied by appropriate fees. See attached fee schedule.
ARTICLES OF INCORPORATION
Padova International U.S.A.
THE UNDERSIGNED PERSON, acting as Incorporator of a corporation under the
provisions of the Nevada General Corporation Law, adopts the following Articles
of Incorporation:
FIRST. The name of the corporation is:
Padova Internation U.S.A.
SECOND. The street address of the corporation's resident agent and the
principle or statutory address of this corporation in the State of Nevada shall
be:
CORPORATE SERVICE CENTER, INC.
350 S Center Street, Suite 500
Reno, Washoe County, NV 89501-2114
This corporation may maintain an office, or offices, in such other place
or places within or without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the bylaws 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 corporation shall have unlimited power to engage in and do any
lawful act concerning any or all lawful business for which corporations may be
organized under the Law and not limited by the Statutes of Nevada, or any other
state in which it conducts its business.
FOURTH. That the total number of voting common stock authorized that may
be issued by the corporation is SEVENTY FIVE THOUSAND (75,000) shares of stock
with NO par value, 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 from time to time 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 manner as shall be provided by the bylaws of this corporation,
providing 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 one (1) in number, shall be listed as follows:
TREVOR C. ROWLEY
350 S Center Street, Ste 500
Reno, NV 89501-2114
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:
TREVOR C. ROWLEY
350 S Center Street, Ste 500
Reno, NV 89501-2114
EIGHTH. The corporation is to have perpetual existence.
NINTH. Any corporate officer, director, or shareholder of this corporation
shall not, in the absence of fraud, be prohibited from dealing with this
corporation either as vendor, purchaser or otherwise. A pecuniary interest in
any transaction by any such director, shareholder or officer shall not
disqualify him in any way from acting in his corporate capacity. No director nor
officer, nor any firm, association, or corporation of which he shall be a
member, or in which he may be pecuniarily interested in any manner be
disqualified from dealing with the corporation as a result of the association.
No director nor officer, nor any firm, association, or corporation with which he
is connected as aforesaid shall be liable to account to this corporation or its
shareholders for any profit realized by him from or through any such transaction
or contract, it being the express purpose and intent of the Article to permit
this corporation to buy from, sell to, or otherwise deal with the partnerships,
firms, or corporations of directors and officers of the corporation, or any one
or more of them who may have pecuniary interest, and the contracts of this
corporation, in the absence of fraud, shall not be void or voidable or affecting
in any manner by reason of such position. Furthermore, directors of this
corporation may be counted for a quorum of the Board of Directors of this
corporation at a meeting even though they may be pecuniarily interested in
matters considered at a meeting; any action taken as such a meeting with
reference to such matters by a majority of the disinterested directors shall not
be void or voidable by this corporation in the absence of fraud.
TENTH. 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 or for any act or omission of any such
director or officer, however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud, or a knowing violation of law or (b) 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.
ELEVENTH. 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.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Laws 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 Tuesday, January 29, 2002.
/s/ Trevor C. Rowley
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Trevor C. Rowley
Incorporator
Washoe County
On this Tuesday, January 29, 2002, in the City of Reno, before me, the
undersigned, a Notary Public in and for Washoe County, State of Nevada,
personally appeared TREVOR C. ROWLEY, known to me to be the person whose name is
subscribed to the foregoing document and acknowledged to me that he executed the
same.
/s/ Judy G. Corchero
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Judy G. Corchero
Notary Public