Exhibit 3.1 Articles of Incorporation
ARTICLES OF INCORPORATION
OF
Eaton Laboratories, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and
by virtue of the laws of the State of Nevada, do hereby adopt the following
Articles of Incorporation.
1. Name of Company:
Eaton Laboratories, Inc..
2. Resident Agent:
The resident agent of the Company is:
T.J. Jesky
1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
3. Board of Directors:
The company shall initially have two (2) directors. They are: T. J. Jesky.
1801 E. Tropicana, Suite 9, Las Vegas. NV 89119 and Mark DeStefano, 8555 W.
Sahara, Suite 130. Las Vegas, NV 89117. These individuals shall serve as
directors until their successor or successors have been elected and
qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority
to issue shall consist of 20,000,000 shares of Common Stock having a $.001
par value, and 5,000,000 share of Preferred Stock having a $.001 par value.
The Common Stock and/or Preferred Stock of the Company may be issued from
time to time without prior approval by the stockholders. The Common Stock
and/or Preferred Stock may be issued for such consideration us may be fixed
from time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
thereof shall be stated in the resolution of resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall not
have any preference, preemptive right or right of subscription to acquire
shares of the Corporation authorized, issued or sold, or to be authorized,
issued or sold, or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the Corporation, nor to
any right of' subscription thereto, other than to the extent, if any, the
Board of Directors in its sole discretion, may determine from time to time.
6. Directors' and Officers' Liability:
A director or officer of' the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this Article shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which
involve international misconduct, fraud or a know violation of the law or
(ii) the unlawful payment of dividends. Any repeal or modification of the
Article by stockholders of the 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 of omissions prior to such
repeal of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of' the fact that he
or she or a person with whom he or she is a legal representative, is or was a
director of the Corporation, or who is serving at the request of' the
Corporation as a director or officer of another Corporation, or is a
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under (lie laws of the State of' Nevada from time to time against
all expenses, liability and loss (including attorneys fees. judgments, lines,
and amounts paid or to be paid in a settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right of indemnification
shall be contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in defending a civil
suit or proceeding must be paid by the Corporation as incurred and in advance
of the final disposition of the action, suit, or proceeding, under receipt of
an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
or she is not entitled to be indemnified by the Corporation. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise as well as their rights under
this article. Without limiting the application of the foregoing, the Board
of Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the Corporation
to purchased or maintain insurance on behalf of any person who is or was a
director or officer.
8. Amendments:
Subject at all times to the express provisions of Section 4 on the
Assessment of Shares, this Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these articles of Incorporation
or its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to make,
alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and lines, with or
without limitations as to amount, upon the real and personal I)i of the
corporation;
(c) To authorize the guaranty by the Corporation of the securities,
evidences of indebtedness and
obligations of other persons, corporations or business entities;
(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves of any proper purpose and to abolish any such
reserve;
(e) By resolution adopted by the majority of' the whole Board, to
designate one or more committees to consist of one or more Directors of the
Corporation, which, to the extent provided on the resolution or in the By-
Laws of the Corporation, shall have and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee
or committees shall have name and names as maybe stated in the Laws of the
Corporation or as may he determined from time to time by resolution adopted
by the Board of' Directors.
All the corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on 27th day of January, 2000,
hereby declaring and certifying that the I slated hereinabove are true
Signature of Incorporator:
Name: T. J. Jesky
Address: 1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
Signature: /s/ T.J. Jesky
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CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
EATON LABORATORIES, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Eaton Laboratories, Inc. (the "Corporation") is a corporation formed
under the laws of the State of Nevada, and its Articles of Incorporation were
filed in the office of the Secretary of State on February 2. 2000
(File#C2858-00).
2. The Articles of Incorporation arc hereby amended by deleting the
existing ARTICLE IV and replacing it in its entirety with the following
amendments:
"ARTICLE IV Authorized Shares: The aggregate number of' shares which the
corporation shall have authority to issue shall consist of 80,000,000 shares
of Common Stock having a $.001 par value, and 20,000,000 shares of Preferred
Stock having a $.001 par value. The Common and/or Preferred Stock of the
Company may be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of' Directors.
The Board of' Directors may issue such share of Common and/or Preferred Stock
in one or more series, with such voting powers, designations, preferences and
rights or qualifications, limitations or restrictions thereof as shall be
stated in the resolution or resolutions."
3. This amendment to the Articles of incorporation has been duly adopted
in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is: 15,900,000 that the
said changes and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was 15,900,000 (100%)
and the number voted against such amendment was 0.
The undersigned has signed this Certificate of Amendment of the Articles
of Incorporation for Eaton Laboratories, Inc. on January 22, 2001.
/s/ T. J. Jesky /s/ Mark DeStefano
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T. J. Jesky, Mark DeStefano,
President/Director and Secretary Treasurer/Director