EXHIBIT 3(i).2
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708 Entity #
E0522662005-8
Document Number:
20050314362-46
ARTICLES OF INCORPORATION Date Filed:
(PURSUANT TO NRS 78) 8/11/05 8:30:03 AM
Dean Heller
Secretary of State
1. Name of American Ammunition, Inc.
Corporation:
2. Resident Agent Corporate Creations Network, Inc.
Name and Street 8275 South Eastern Avenue #200-47
Address: Las Vegas, NV 89123
3. Shares: Number of Shares Number of Shares
with par value: 320,000,000 without par value: 0
Par value: $0.001
4. Names & 1. J.A. Fernandez, Sr.
Addresses 3545 NW 71st Street, Miami, FL 33147
of Board of 2. Andres Fernandez
Directors/Trustees 3545 NW 71st Street, Miami, FL 33147
3. Emilio D. Jara
3545 NW 71st Street, Miami, FL 33147
5. Purpose: The purpose of this Corporation shall be: Any lawful
purpose.
6. Names, Addresses by Taide Baez, VP
and Signature of Corporate Creations International, Inc.
Incorporator: 941 Fourth Street, Miami Beach, FL 33139
7. Certificate of I hereby accept appointment as Resident Agent for the
Acceptance of above named corporation
Appointment of
Resident Agent: /s/ Taide Baez 8-10-05
----------------------------------------------------
Authorized Signature of R.A.
or on behalf of R.A. Company
Shares:
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 300,000,000 shares of common stock having
a par value of $0.001 per share; and 20,000,000 shares of preferred stock having
a par value of $0.001, with the specific terms, conditions, limitations, and
preferences of each class to be determined by the Board of Directors without
shareholder approval.
Names and Address of Board of Directors:
J.A. Fernandez, Sr., Director, 3545 NW 71st Street, Miami, FL 33147
Andres Fernandez, Director, 3545 NW 71st Street, Miami, FL 33147
Emilio D. Jara, Director, 3545 NW 71st Street, Miami, FL 33147
Maria A. Fernandez, Director, 3545 NW 71st Street, Miami, FL 33147
Purpose:
This corporation may engage or transact in any and all lawful activities or
business permitted under the laws of the United States, the State of Nevada or
any other state, country, territory or nation.
Term of Existence:
This corporation is to exist perpetually.
Special Authority of Board of Directors and Waiver of Dissenters Rights:
The Board of Directors shall be and are hereby authorized to enter into on
behalf of the corporation and to bind the corporation without shareholder
approval, to any and all acts approving (a) a name change; (b) the terms and
conditions of a merger and/or a share exchange; and (c) divisions, combinations
and/or splits of shares of any class or series of stock of the corporation,
whether issued or unissued, with or without any change in the number of
authorized shares; and shareholders affected thereby, shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provisions.
Conflict of Interest:
Any related party contract or transaction must be authorized, approved or
ratified at a meeting of the Board of Directors by sufficient vote thereon by
directors not interested therein or the transaction must be fair and reasonable
to the Corporation.
Indemnification:
The Corporation shall indemnify its Officers, Directors, Employees and
Agents in accordance with the following:
(a) The Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was otherwise serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct to be unlawful.
The termination of any action, suit or proceeding, by judgment, order,
settlement, conviction upon a plea of nolo contendere or its equivalent, shall
not of itself create a presumption that the person did not act in good faith in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe the action was unlawful.
(b) The Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the Corporation, to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to whether such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the officer,
director, employee or agent is proper under the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.