ARTICLES OF INCORPORATION OF UNITED STATES CRUDE INTERNATIONAL, INC.
ARTICLES OF INCORPORATION
UNITED STATES CRUDE INTERNATIONAL, INC.
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
mandatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation;
The name of the corporation (hereinafter called the corporation) is United
States Crude International, Inc.
The name of the corporation's resident agent in the State of Nevada is
State Agent and Transfer Syndicate, Inc. and the street address of the said
resident agent where process may be served on the corporation is 202 North Curry
Street, Suite 100, Carson City, NV 89703. The mailing address and the street
address of the said resident agent are identical.
The corporation is authorized to issue 20,000,000,000 shares of Common
Stock, having a par value of $.001 per share, and 40,000,000 shares of Preferred
Stock, having a par value of $.001 per share.
A. Each share of Common Stock shall be entitled to one (1) vote per
share upon any matter presented to the stockholders for their vote or approval,
including the election of directors.
B. The Preferred Stock may be issued from time to time in series, with
such designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such Preferred Stock, adopted by the
Board of Directors pursuant to the authority granted in these Articles of
Incorporation. The authority of the Board of Directors with respect to each
class or series shall include, but not be limited to, determination of the
1. The number of shares constituting that class or series and the
distinctive designation of that class or series;
2. The dividend rate on the shares of that class or series,
whether dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
that class or series;
3. Whether that class or series shall have voting rights, in
addition to the voting rights provided by law and, if so, the terms and
conditions of such voting rights;
4. Whether that class or series shall have conversion privileges
and, if so, the terms and conditions of such conversion including provisions for
adjustment of the conversion rate upon the occurrence of such events as the
Board of Directors shall determine;
5. Whether or not the shares of that class or series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
6. Whether that class or series shall have a sinking fund for the
redemption or purchase of shares of the class or series, and, if so, the terms
and amount of such sinking fund;
7. The rights of the shares of that class or series in the event
of the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment in respect
of shares of that class or series, provided however, that the rights of priority
of the Preferred Stock shall be inferior to the rights of the Convertible
Preferred Stock; and
8. Any other relative rights, preferences and limitations of that
class or series.
C. No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
issue or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such person, firms, corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.
D. The Corporation elects not to be governed by the terms and
provisions of Sections 78.378 through 78.3793, inclusive, and Sections 78.411
through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be
amended, superseded, or replaced by any successor section, statute, or
E. In addition, the Corporation elects not to be governed by the terms
and provisions of Sections 78.2055 and NRS 78.207 of the Nevada Revised Statutes
requiring shareholder approval of forward and reverse splits in cases where
there is no corresponding increase or decrease in and to the number of
Authorized shares of the class of series subject to the forward or reverse split
and, therefore, shareholder approval will not be required for the Board of
Directors of this Corporation to authorize forward and reverse splits of this
Corporation's securities without corresponding increases or decreases in and to
the number of Authorized shares of the class or series subject to the forward or
F. No amendment to these Articles of Incorporation, directly or
indirectly, by merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph shall apply to or
have any effect on any transaction involving acquisition of control by any
person, or any transaction with an interested stockholder, or any Board action
with respect to Sections 78.2055 and 78.207 NRS, occurring prior to such
amendment or repeal.
The governing board of the corporation shall be styled as a "Board of
Directors" and any member of said Board shall be styled as a "Director."
The number of members constituting the first Board of Directors of the
corporation is 1; and the name and the post office box or street address, either
residence or business, of each of said members are as follows;
Tony Miller 1701 South Flagler Dr.
West Palm Beach, FL 33401
The number of directors of the corporation may be increased or decreased in
the manner provided in the Bylaws of the corporation; provided, that the number
of directors shall never be less than one in the interim between elections of
directors by stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote
which are not filled by said stockholders, may be filled by the remaining
directors, though less than a quorum.
The name and the post office box or street address, either residence or
business, of the incorporator signing these Articles of Incorporation are as
Robert Worthington 2021 Arch Street
Philadelphia, PA 19103
The corporation shall have perpetual existence.
The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented.
The corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders 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,
executors and administrators of such a person.
The nature of the business of the corporation and the objects or the
purposes to be transacted, promoted or carried on by it are as follows;
To engage in any lawful activity.
The corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation on
this 6th day of June, 2002.
/s/ Robert Worthington
STATE OF PENNSYLVANIA )
COUNTY OF PHILADELPHIA )
On this 6th day of June 2002, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Robert Worthington, known to
me to be the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first above written.
/s/ Patricia Kyle