Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:24 PM 06/26/2007
Filed 01:20 PM 06/26/007
SRV 070751634 - 4364898 FILE
Certificate of Incorporation
Of
Wolfe Creek Mining, Inc.
FIRST: The name of the corporation is Wolfe Creek Mining, Inc.
SECOND: The address of its registered office in the State of Delaware is
4406 Tennyson Road, Wilmington, New Castle County State of Delaware. The name of
its Registered Agent at such address is Delaware Corporate Agents, Inc.
THIRD: The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 75,000,000 shares of common stock with $.001 par
value and 25,000,000 shares of preferred stock with $.001 par value.
FIFTH: The name and mailing address of the incorporator is Jane Goldberg,
4406 Tennyson Road, Wilmington, Delaware 19802.
SIXTH: The powers of the Incorporator(s) shall terminate upon the filing of
this Certificate of Incorporation. Following are the name(s) and address(es) of
the person(s) who are to serve as director(s) until the first annual meeting of
shareholders or until their successors are elected and qualify: Kristen Paul,
53-585 Avenida Bermudas, La Quinta, CA 92253
SEVENTH: The Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the corporation.
EIGHTH: No director shall have personal liability the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this Article shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders; (ii) for facts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of Title 8 of the Delaware Code; (iv) for any transaction from which
the director derived an improper personal benefit.
NINTH: Elections of directors need not be by written ballot unless the
By-Laws of this corporation so provide.
I, the undersigned, being the incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, acknowledging the penalty of
perjury, hrereby declaring and certifying that this Instrument is my act and
deed and the facts herein stated are true, pursuant to 8 Del. C. `103(b)(2) and
accordingly have hereunto set my hand on this 26th Day of June, 2007.
/s/ Jane S. Goldberg
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Jane S. Goldberg