Exhibit 3.1
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Document No.:
20090266021-78
Filing Date and Time:
03/19/2009 1:45 PM
Certificate of Amendment Entity Number:
(Pursuant to NRS 78.385 AND 78.390) E0350162007-2
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.380 and 78.390 - Before Issuance of Stock)
1. Name of corporation:
EASY ENERGY, INC,
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE 3:
The total number of shares of capital stock which the Corporation has authority
to issue is (i) 185,000,000 shares of common stock, with a par value $0.00001
per share and (ii) 50,000,000 shares of preferred stock, with a par value of
$0.001 per share.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise a least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, as may be required by the provisions of the articles of
incorporation* have voted in favor of the amendment is: 57,783,317 (62% of
issued and outstanding shares)
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
5. Signatures: (required)
/s/ Guy Ofir
- -----------------------------
Signature of Officer
* If any important amendment would alter or change any preference or any
relative or other right give to any call or series outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless to
limitations of restrictions on the voting power.
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Document No.:
20090266021-78
Filing Date and Time:
Certificate of Amendment 03/19/2009 1:45 PM
(Pursuant to NRS 78.385 AND 78.390) Entity Number:
E0350162007-2
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.380 - Before Issuance of Stock)
1. Name of corporation:
EASY ENERGY, INC,
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE 3:
CHANGE SHARES FROM 150,000,000 AT $0.0001 TO READ:
100,000,000 COMMON SHARES AT PAR VALUE OF $0.0001 EACH
50,000,000 PREFERRED SHARES AT A PAR VALUE OF $0.0001 EACH
CONT. PG 2-3
INSERT ADDITIONAL ARTICLES 8-13 AS PROVIDED ON PGS 3-5
3. The undersigned declare that they constitute at least two-thirds of the
incorporators [X], or of the board of directors [ ] (check one box)
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
5. The undersigned affirmatively declare that to the date of this certificate,
no stock of the corporation has been issued.
6. Signatures (If more than two signatures, attach an 8 1/2" x 11" plain sheet
with the additional signatures.):
/s/ Guy Ofir
- ---------------------------- ----------------------------
Signature Signature
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
Easy Energy, Inc.
ARTICLE 3. Capital Stock
The aggregate number of shares that the Corporation will have authority to issue
is One Hundred and Fifty Million (150,000,000), of which One Hundred Million
(100,000,000) shares will be common stock ("Common Stock"), with a par value of
$0.0001 per share, and Fifty Million (50,000,000) shares will be preferred
stock, with a par value of $0.0001 per share ("Preferred Stock").
The Preferred Stock may be divided into and issued in series. The Board of
Directors of the Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized, within any
limitations prescribed by law and this Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of Preferred Stock including but not limited to the
following.
(a) The rate of dividend, the time of payment of dividends, whether dividends
are cumulative, and the date from which any dividends shall accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price and the
terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or involuntary
liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or purchase of
shares;
(e) The terms and conditions on which shares may be converted, if the shares of
any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock or series
thereof shall have voting rights, such Preferred Stock or series shall vote only
on a share for share basis with the Common Stock on any matter, including but
not limited to the election of directors, for which such Preferred Stock or
series has such rights; and
(g) Subject to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of the
Corporation may, at the time so acting, lawfully fix and determine under the
laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any dividend or
other distribution (unless payable solely in shares of Common Stock or other
class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior to the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of Preferred Stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of the Preferred Stock, as fixed by the Board of
Directors.
In the even of the liquidation of the Corporation, holders of Preferred Stock
shall be entitled to receive, before any payment or distribution on the Common
Stock or any other class of stock junior to the Preferred Stock upon
liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.
ARTICLE 8. Board of Directors
(a) Number of Directors. The number of the directors constituting the entire
Board will be not less than one (1) nor more than fifteen (15) as fixed from
time to time by vote of the majority of the entire Board, provided, however,
that the number of directors will not be reduced so as to shorten the term of
any director at the time in office.
(b) Vacancies. Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any directors so chosen will hold
office during the remainder of the term of office of the resigning director.
ARTICLE 9. Acquisition of Controlling Interest
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
ARTICLE 10. Combinations with Interest Stockholders
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
ARTICLE 11. Liability
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided that
this article will 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 distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Section 5 will not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
amendment or repeal.
ARTICLE 12. Indemnification
(a) Right to Indemnification. The Corporation will indemnify to the fullest
extent permitted by law any person (the "Indemnitee") made or threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he or she is or was
a director of the Corporation or is or was serving as a director, officer,
employee or agent of another entity at the request of the Corporation or any
predecessor of the Corporation against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees and disbursements) that he or she incurs in connection with such
action or proceeding.
(b) Inurement. The right to indemnification will inure whether or not the claim
asserted is based on matters that predate the adoption of this Section 6, will
continue as to an Indemnitee who has ceased to hold the position by virtue of
which he or she was entitled to indemnification, and will inure to the benefit
of his or her heirs and personal representatives.
(c) Non-exclusivity of Rights. The right to indemnification and to the
advancement of expenses conferred by this Section 6 are not exclusive of any
other rights that an Indemnitee may have or acquire under any statute, bylaw,
agreement, vote of stockholders or disinterested directors, these Articles of
Incorporation or otherwise.
(d) Other Sources. The Corporation's obligation, if any, to indemnify or to
advance expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or other entity will be reduced by any amount such
Indemnitee may collect as indemnification or advancement of expenses from such
other entity.
(e) Advancement of Expenses. The Corporation will, from time to time, reimburse
or advance to any Indemnitee the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with
defending any proceeding for which he or she is indemnified by the Corporation,
in advance of the final disposition of such proceeding; provided that the
Corporation has received the undertaking of such director or officer to repay
any such amount so advanced if it is ultimately determined by a final and
unappealable judicial decision that the director or officer is not entitled to
be indemnified for such expenses.
ARTICLE 13. Objects.
The nature of the business of the Corporation and the objects or the purposes to
be transacted, promoted, or carried on by it are to engage in any lawful
activity.
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708 Website: secretaryofstate.biz
Document No.:
20090266021-78
Filing Date and Time:
03/19/2009 1:45 PM
Entity Number:
E0350162007-2
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
ARTICLES OF INCORPORATION
Pursuant to NRS 78)
1. Name of
Corporation: EAST ENERGY, INC.
2. Resident Agent Business Filings Incorporated
Name and Street Name
Address:
(must Street be a EastBiz.com, Inc.
Nevada address where 5348 Vegas Drive
process may Las Vegas, Nevada 89109
be served).
Optional Mailing Address City State Zip Code
3. Shares:
(number of shares Number of shares with par value: 150,000,000 (cont. pg. 2)
corporation
authorized Par value: $0.001
to issue) Number of shares without par value:
4. Names & Addresses, 1. Gay Ofir
of Board of 49 Ha'aroshet St.
Directors/Trustees: P.O. Box 6409
(attach additional page Karmiel, ISR 20100
if there is more than 3
directors/trustees 2. Emanuel Cohen
49 Ha'aroshet St.
P.O. Box 6409
Karmiel, ISR 20100
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions)
6. Names, Address Sherry Williams Lamb /s/
and Signature of 5348 Vegas Drive Signature
Incorporator. Las Vegas, Nevada 89109
(attach additional page
if there is more than 1
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ 05/17/07
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date