ARTICLES OF INCORPORATION
OF
LIFESCIENCES OPPORTUNITIES INCORPORATED
The undersigned, being a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
The name of this Corporation shall be: LIFESCIENCES OPPORTUNITIES
INCORPORATED
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation is 6400 N.W.
6th Way, Suite 310, Ft. Lauderdale, FL 33309.
ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS
The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.
BRIAN A. PEARLMAN, ESQ. FLA BAR #0157023
Adorno & Yoss, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
Phone No.: (954) 763-1200
ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized to
issue and have outstanding at any one time shall be One Hundred Million
(100,000,000) shares, consisting of Eighty Million (80,000,000) shares of Common
Stock, par value $.0001 per share and Twenty Million (20,000,000) shares of
Preferred Stock. Series of Preferred stock may be created and issued from time
to time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional, or other rights, including voting rights,
qualifications, limitations, or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
pursuant to the authority in this paragraph given.
ARTICLE V
TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE VI
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be AVC Accounting
Services, Inc., 6400 N.W. 6th Way, Suite 310, Ft. Lauderdale, FL 33309.
ARTICLE VII
BOARD OF DIRECTORS
This Corporation shall have (2) Directors initially.
ARTICLE VIII
INITIAL DIRECTORS
The name and address of the initial Director of this corporation are (1)
Robert D. Keyser, 6400 N.W. 6th Way, Suite 310, Ft. Lauderdale, FL 33309 and (2)
Albert J. Poliak, 6400 N.W. 6th Way, Suite 310, Ft. Lauderdale, FL 33309.
ARTICLE IX
INCORPORATOR
The name and address of the person signing these Articles of Incorporation
as the Incorporator is Robert D. Keyser, 6400 N.W. 6th Way, Suite 310, Ft.
Lauderdale, FL 33309.
ARTICLE X
INDEMNIFICATION
This Corporation may indemnify any director, officer, employee or agent of
the Corporation to the fullest extent permitted by Florida law.
ARTICLE XI
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section 607.0901
of the Florida Business Corporation Act, as amended from time to time, relating
to affiliated transactions.
ARTICLE XII
CONTROL SHARE ACQUISITIONS
This Corporation expressly elects to be governed by Section 607.0902 of
the Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on this ___ day of December 2003.
/s/Robert Keyser
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Robert D. Keyser, Incorporator
CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE OF PROCESS
LIFESCIENCES OPPORTUNITIES INCORPORATED, a corporation existing under the
laws of the State of Florida, with its principal office and mailing address 6400
N.W. 6th Way, Suite 310, Ft. Lauderdale, FL 33309, has named AVC Accounting
Services, Inc., with its address at 6400 N.W. 6th Way, Suite 310, Ft.
Lauderdale, FL 33309, as its agent to accept service of process within the State
of Florida.
ACCEPTANCE:
Having been named to accept service of process for the above-named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.
AVC Accounting Services, Inc.
By:
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William A. Fox
President