Exhibit 3.1
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708 Website: secretaryofstate.biz
Entity #
E0087172005-1
Document Number
20050037732-49
Date Filed:
2/7/2005 8:39:24 AM
In the office of
/s/ Dean Heller
Dean Heller
Secretary of State
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
1. Name of Corporation: Gemwood Productions, Inc.
2. Resident Agent Name &
Street Address: Sage International, Inc.
1135 Terminal Way, Suite 209
Reno, NEVADA 89502
3. Shares: Number of Shares with par value: 75,000
Par value: None
4. Name & Address of Board
Of Directors/Trustees: Molly Wheeler
1135 Terminal Way, Suite 209
Reno, NV 89502
5. Purpose: The purpose of this Corporation shall be:
Any legal purpose
6. Name, Address & Signature
Of Incorporator: Molly Wheeler /s/ Molly Wheeler
1135 Terminal Way, Suite 209
Reno, NV 89502
7. Certificate of Acceptance
Of Appointment of Resident
Agent: I hereby accept appointment as Resident
Agent for the above named corporation.
/s/ Molly Wheeler February 4, 2005
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Authorized Signature of R.A. Date
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708 Website: secretaryofstate.biz
Entity #
E0087172005-1
Document Number
20050056675-46
Date Filed:
2/22/2005 9:40:40 PM
In the office of
/s/ Dean Heller
Dean Heller
Secretary of State
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78)
1. Name of Corporation: Gemwood Productions, Inc.
2. The articles have been
amended as follow: Article 3 - The total number of voting common
stock authorized that may be issued by the
corporation is FIFTY MILLION (50,000,000)
shares of stock with .001 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.
3. The undersigned declare that they constitute at least two-thirds of the
incorporators.
4. Effective Date of Filing (optional):
5. The undersigned affirmatively declare that to the date of this certificate,
no stock of the corporation has been issued.
6. Signature
/s/ Molly Wheeler
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ARTICLES OF INCORPORATION
OF
Gemwood Productions, Inc.
a Nevada Corporation
FIRST: The name of the corporation is:
Gemwood Productions, Inc.
SECOND: The resident agent for this corporation shall be:
SAGE INTERNATIONAL, INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada, 89502, located in Washoe County, State of Nevada. 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
with the State of Nevada.
THIRD: The objects for which this corporation is formed are as follows: to
engage in any lawful activity.
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 shall be one (1) in
number and listed as follows:
NAME ADDRESS
---- -------
Molly Wheeler 1135 Terminal Way, Suite 209
Reno, Nevada 89502
SIXTH: After the amount of the subscription price, the purchase price, of
the par value of the stock of any class or series is paid into the corporation,
owners or holders of shares of any stock in the corporation may never be
assessed 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 ADDRESS
---- -------
Molly Wheeler 1135 Terminal Way, Suite 209
Reno, Nevada 89502
EIGHTH: The corporation is to have a perpetual existence.
NINTH: 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 of 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 this
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.
TENTH: 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.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal and 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 the 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 the facts herein stated are true, and accordingly have
hereunto set my hand January 17, 2005.
/s/ Molly Wheeler
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MOLLY WHEELER, Incorporator
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CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of
Gemwood Productions, Inc. in accordance with NRS 78.090. RA# 47977
SAGE INTERNATIONAL, INC.
By: /s/ Molly Wheeler
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MOLLY WHEELER, Manager Date: January 17, 2005
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