Attached files

file filename
EX-99.1 - PDF OF REPORT FOR GRAPHICS & MAPS - AUGUSTA GOLD CORP.ex99-1.pdf
S-1 - FORM S-1 OF KOPR RESOURCES - AUGUSTA GOLD CORP.g3852.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - AUGUSTA GOLD CORP.ex5-1.txt
EX-3.2 - AMENDED CERTIFICATE OF INCORPORATION - AUGUSTA GOLD CORP.ex3-2.txt
EX-4.1 - SPECIMAN STOCK CERTIFICATE - AUGUSTA GOLD CORP.ex4-1.txt
EX-3.3 - BY LAWS - AUGUSTA GOLD CORP.ex3-3.txt
EX-99.1 - ASSESSMENT REPORT - AUGUSTA GOLD CORP.ex99-1.txt
EX-10.1 - DECLARATION OF TRUST - AUGUSTA GOLD CORP.ex10-1.txt
EX-10.3 - FORM OF SUBSCRIPTION AGREEMENT - AUGUSTA GOLD CORP.ex10-3.txt
EX-23.2 - CONSENT OF ACCOUNTANTS - AUGUSTA GOLD CORP.ex23-2.txt

                                                                     Exhibit 3.1

State of Delaware
Secretary of State
Diveision of Corporations
Delivered 02:59 PM 07/23/2007
Filed 02:56 Pm 07/23/2007
SRV 070841649 -4393713 File

                          Certificate of Incorporation
                                       Of
                              KOPR RESOURCES Corp.

     FIRST: The name of the corporation is KOPR RESOURCES Corp.

     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 1,500 shares of common stock without par value.

     FIFTH: The name and mailing address of the  incorporation is Jane Goldberg,
4406 Tennayson Road, Wilmington, Delaware 19802

     SIXTH: The powers of the  Incorporation(s)  shall terminate upon the filing
of this Certificate of Incorporation. Following are the names(s) and address(es)
of the  person(s)  who are to serve as the  director(s)  until the first  annual
meeting of  shareholders  or until their  successors  are  elected and  qualify:
Andrea Schlectman, 670 Kent Avenue, Teaneck NJ 07666.

     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 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, hereby 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 23rd Day of July, 2007


                                               /s/ Jane S. Goldberg
                                               ---------------------------------
                                               Jane S. Goldber