Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Hartford Great Health Corp. | photoamigo_s1.htm |
| EX-3.2 - EXHIBIT 3.2 - Hartford Great Health Corp. | photo_ex3x2.htm |
| EX-5.1 - EXHIBIT 5.1 - Hartford Great Health Corp. | photoamigo_ex5x1.htm |
| EX-23.1 - EXHIBIT 23.1 - Hartford Great Health Corp. | photoamigo_ex23x1.htm |
Exhibit
3.1
I, ROSS MILLER, the duly
elected and qualified Nevada Secretary of State, do hereby certify that
PHOTOAMIGO, INC., did on April 2, 2008, file in this office the original
Articles of Incorporation; that said Articles of Incorporation are now on file
and of record in the office of the Secretary of State of the State of Nevada,
and further, that said Articles contain all the provisions required by the law
of said State of Nevada.
IN WITNESS WHEREOF, I have
hereunto set my hand and affixed the Great Seal of State, at my office on April
2, 2008.
|
|
|
/s/ Ross Miller | |
| ROSS MILLER | |||
| Secretary of State | |||
|
|
|
/s/ Nita Hussman | |
| Certification Clerk | |||
|
Filed in the
office of
/s/
Ross Miller
Ross Miller
Secretary of
State
State of Neveda
|
Document
Number
20080230347-39
|
|
Filing Date
and Time
04/02/2008 8:59
AM
|
|
|
Entity
Number
E0212222008-4
|
ROSS
MILLER
Secretary of
State
206 North Carson
Street
Carson City, Nevada
89701-4299
(775) 684
5708
Website: secretaryofstate.biz
Articles
of Incorporation
(Pursuant
to NRS 788)
USE BLACK
INK ONLY-DO NOT
HIGHLIGHT ABOVE
SPACE FOR OFFICE USE ONLY
|
1.
Name of
Corporation:
|
PhotoAmigo,
Inc.
|
|
2.
Resident Agent
Name
and Street
Address:
(must
be a Nevada address
where
process may be
served)
|
CSC
Services of Nevada,
Inc. .
Name
502 East
John
Street Carson
City Nevada 89706
. .
(MANDATORY)
Physical Street
Address City Zip
Code
(OPTIONAL)
Mailing
Address City State Zip
Code
|
|
3.
Shares:
(number
of shares
corporation
authorized
to issue)
|
Number
of shares Number of shares
with
par value: 105,000,000
Par value: $
.001
without par value: 0
|
|
4. Names
&
Addresses,
of
Board of
Directors/Trustees:
(attach
additional page if
there
is more than 3
directors/trustees)
|
1.
Robert
Heckes
Name
2436
State
Street
Santa
Barbara
CA 93101
Street
Address City State Zip
Code
2._________________________________________________________________
Name
__________________________________________________________,
______
Street
Address City State Zip
Code
3.________________________________________________________________
Name
__________________________________________________________,
______
Street
Address City State Zip
Code
|
|
5.
Purpose:
(optional–see
instructions)
|
The
purpose of this Corporation shall be:
Any
lawful purpose
|
|
6.
Names, Address
and
Signature of
Incorporator:
(attach
additional page if
there
is more than 1
incorporator)
|
Gary A.
Agron
/s/Gary
A.
Agron
Name Signature
5445 DTC Parkway,
Suite
520
Greenwood Village
CO
80111
Address City State Zip
Code
|
|
7.
Certificate of
Acceptance
of
Appointment
of
Resident
Agent:
|
I
hereby accept appointment as Resident Agent for the above named
corporation.
//signed//
04/01/2008
Authorized
Signature of R.A. or On Behalf of R.A. Company
Date
|
The
undersigned who, if a natural person, is eighteen years of age or older, hereby
establishes a corporation pursuant to the Nevada Revised Statutes and adopts the
following Articles of Incorporation:
ARTICLE
I
Name
The name
of the corporation is:
PhotoAmigo, Inc.
The
corporation shall have and may exercise all of the rights, powers and privileges
now or hereafter conferred upon corporations organized under the laws of Nevada.
In addition, the corporation may do everything necessary, suitable or proper for
the accomplishment of any of its corporate purposes. The corporation may conduct
part or all of its business in any part of Nevada, the United States or the
world and may hold, purchase, mortgage, lease and convey real and personal
property in any of such places.
1. Authorized Shares of Common
Stock. The aggregate number of shares of stock which the corporation
shall have authority to issue is 100,000,000 shares of $.001 par value Common
Stock. The shares of this class of Common Stock shall have unlimited voting
rights and shall constitute the sole voting group of the corporation, except to
the extent any additional voting group or groups may hereafter be established in
accordance with the Nevada Revised Statutes. The shares of this class shall also
be entitled to receive the net assets of the corporation upon
dissolution.
2. Voting Rights: Denial of
Preemptive Rights. Each shareholder of record shall have one vote for
each share of stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors each shareholder
shall have as many votes for each share held by him as there are directors to be
elected and for whose election the shareholder has a right to vote. Cumulative
voting shall not be permitted in the election of directors or otherwise.
Preemptive rights to purchase additional shares of stock are
denied.
3. Authorized Shares of
Preferred Stock. The corporation shall have the authority to issue
5,000,000 shares of $.001 par value Preferred Stock, which may be issued in one
or more series at the discretion of the board of directors. In establishing a
series, the board of directors shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular except
as otherwise provided by these Articles of Incorporation or the Nevada Revised
Statutes.
The
number of directors of the corporation shall be fixed by the bylaws, or if the
bylaws fail to fix such a number, then by resolution adopted from time to time
by the board of directors, provided that the number of directors shall not be
less than one. Three directors shall constitute the initial board of directors.
The following persons are elected to serve as the Corporation's initial
directors until the first annual meeting of shareholders or until their
successors are duly elected and qualified:
| Name | Address | |
| Robert Heckes |
1436
State Street
Santa
Barbara, CA 93101
|
The
street address of the initial resident office of the corporation is 502 East
John Street, Carson City, NV 89706. The name of the initial resident agent of
the Corporation at such address is CSC Services of Nevada, Inc.
The
address of the initial principal office of the corporation is 1436 State Street,
Santa Barbara, CA 93101.
ARTICLE
VII
Management
of the Business
The
following provisions are inserted for the management of the business and for the
conduct of the affairs of the corporation, and the same are in furtherance of
and not in limitation or exclusion of the powers conferred by law.
1. Conflicting Interest
Transactions. As used in this paragraph, "conflicting interest
transaction" means any of the following: (i) a loan or other assistance by the
corporation to a director of the corporation or to an entity in which a director
of the corporation is a director or officer or has a financial interest; (ii) a
guaranty by the corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest; or (iii) a contract or
transaction between the corporation and a director of the corporation or between
the corporation and an entity in which a director of the corporation is a
director or officer or has a financial interest No conflicting interest
transaction shall be void or voidable, be enjoined, be set aside, or give rise
to an award of damages or other sanctions in a proceeding by a shareholder or by
or in the right of the corporation, solely because the conflicting interest
transaction involves a director of the corporation or an entity in which a
director of the corporation is a director or officer or has a financial
interest, or solely because the director is present at or participates in the
meeting of the corporation's board of directors or of the committee of the board
of directors which authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted for such purpose
if: (A) the material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (B) the material facts as
to the director's relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (Q a
conflicting interest transaction is fair as to the corporation as of the time it
is authorized, approved or ratified by the board of directors, a committee
thereof, or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes, approves or ratifies the conflicting interest
transaction.
2. Indemnification. The
corporation shall indemnify, to the maximum extent permitted by law, any person
who is or was a director, officer, agent, fiduciary or employee of the
corporation against any claim, liability or expense arising against or incurred
by such person made party
to a proceeding because he is or was a director, officer, agent, fiduciary or
employee of the corporation or because he is or was serving another entity or
employee benefit plan as a director, officer, partner, trustee, employee,
fiduciary or agent at the corporation's request. The corporation shall further
have the authority to the maximum extent permitted by law to purchase and
maintain insurance providing such indemnification.
3.
Limitation on
Director's or Officer's Liability. No director or officer of the
corporation shall be personally liable to the corporation or any of its
shareholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer provided, however,
that the foregoing provision shall not eliminate or limit the liability of a
director or officer for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the shareholders 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 or omissions prior to such
repeal or modification.