Exhibit 1
Form 10-SB
Water Petroleum & Environmental Technologies Company
New Elements And Derivatives Copyright 1995 and 1996:
JAMES R. LEONE
Attorney at Law
JAMES R. LEONE & ASSOC., P.A
452 Osceola Street, Suites 211-213
Altamonte Springs, FL 32701
(407) 831-1255
FAX 831-3573
P. 0. Box 948202
Maitland, Florida 32794-8202
Licensed to the parties for the purposes indicated herein, and to
any person for storage and reproduction as is, complete or partial
with Copyright notice.
ARTICLES OF INCORPORATION
OF
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
a for profit corporation
ARTICLE I - NAME
The name of this corporation is:
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
ARTICLE II - PRINCIPAL OFFICE STREET AND MAILING ADDRESSES
The street address of the initial principal office, and, if
different, the mailing address of the corporation, is as follows:
185 Lincoln Street, Suite 200
Hingham, Massachusetts 02043
Mailing Address:
Same
ARTICLE III - CAPITAL STOCK
3A. Number And Classes Of Shares
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3A(1) Total Shares Issuable, Applicable Terms. The number of
shares of capital stock this corporation is authorized to issue
and have outstanding at any one time is ONE HUNDRED MILLION
(100,000,000) shares, all with $ 0001 (1/100 cents) VALUE PER SHARE
unless otherwise specified. If a par or stated value is specified,
stock may not be originally issued by the corporation for a
consideration of less than par or stated value. Stock shall be
issued only for consideration, as permitted by law, and the dollar
value thereof shall be determined by the Board of Directors. For
accounting and other purposes, any required allocation of
consideration for shares shall be $.001 per share for paid in
capital or as otherwise legally determined by the Board of
Directors or its delegates. The corporation's stock authorized for
issuance pursuant to the provisions of applicable law, consists of
the following number of shares and classes, subject to any legally
permissible terms set forth in these Articles, as may be amended.
3A(2) Common Shares. SEVENTY FIVE MILLION (75,000,000) shares
of Common Stock, being voting stock, with $. 0001 (1/ 100 cents) par
value per share.
3A(3) Preferred Shares. TWENTY FIVE MILLION (25,000,000)
shares of Common Stock, with $.0001 (1/100 cents) par value per share
issuable in one or more classes or series as indicated herein and
otherwise as permitted by law.
3A(4)(A) Certain Terms Of Preferred Or Other Shares. If
required by law, each class or series of preferred shares (or any
other class or series of shares of stock) shall be designated
herein amendment prior to issuance, as Preferred Shares or by any
name and/or letter or number, but which name shall be (A) other
than common shares if entitled to preference in the distribution
of dividends or assets, or (B) other than preferred shares if not
entitled to preference in the distribution of dividends or assets.
3A(5) Relative Rights, Preferences And Limitations.
Variations in the relative rights, preferences and limitations of
various securities may be as stated under "Certain Terms Of
Preferred Or Other Shares", Section 3A(4) (A) herein, and 'Board
Power to Designate Securities And Fix Terms", Section 3C(1)
herein, or elsewhere in these Articles.
3B. Common Stock Series: Voting And Dissolution Rights Of Common
And Other Stock.
3B(I) Common Stock Rights In General. Common Shares shall
have all of the proprietary interests in the corporation,
nonexclusively including all rights as to voting, dividends, and
assets, except as expressly provided to the contrary herein or by
operation of law, and subject only to any preferences and rights
expressly granted to any other class or series of securities.
3B(2) Voting Rights. Common Stock has unlimited voting rights
but additional classes or series of voting shares of any nature
may be established to the extent permitted by law. References to
vote" or "voting herein, in the Bylaws, or other governing
documents, shall be deemed to include action by written consent to
the full extent permitted by law.
3B(3) Rights To Assets Following Dissolution. Unless
otherwise specified, holders of Common Shares are entitled to
receive prorata share by share the net assets of the corporation
following dissolution (and liquidation of assets and payment of
creditors), but additional classes or
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series of shares or other securities of any nature entitled to
receive the net assets of the corporation following dissolution
(and liquidation of assets and payment of creditors) may be
established to the extent permitted by law.
3B(4) Other Series Of Common Stock. In particular, other
classes or series of Common Shares may be established by the Board
of Directors.
3B(5) Cross Reference To Stock Designation Requirements Of
Law. See "Certain Terms of Preferred Or Other Shares", Section
3A(4)(A) herein.
3C. Additional Classes Or Series; Predestination Of Securities.
3C(1) Board Power To Designate Securities And Fix Terms. The
Board of Directors shall have full authority to the extent
permitted by law to amend these articles to establish one or more
classes or series of any common, preferred, special or other class
or series of stock or other securities, to designate same, and to
fix and determine the variations in the relative rights,
preferences and limitations between classes or series. See
"Certain Terms Of Preferred Or Other Shares", Section 3A(4) (A)
herein. Also, the Board of Directors may redesignate the title of
any class or series of any outstanding or unissued securities in a
distinguishable manner from every other class or series, by
amendment hereto. The Board of Directors may or may not require or
permit replacement of any securities certificates at any time
other than upon transfer, subdivision or consolidation of
holdings, at which time replacement shall be required, to show the
new designation.
3D. Bylaws May Define And Clarify These Provisions.
To the extent permitted by Nevada Statutes the Bylaws may
define and clarify any provisions contained herein relating to
stock shares or other securities.
ARTICLE IV - REGISTERED OFFICE AND AGENT APPOINTMENT
The street address of the registered office of this corporation
shall be:
502 N. Division Street
Carson City, Nevada 89703
The name of the resident agent of this corporation at the
registered office of this corporation shall be:
CORPORATE SERVICES OF NEVADA
The written statement of the simultaneous acceptance of
appointment of the resident agentis enclosed with this
appointment.
ARTICLE V - INCORPORATOR(S)
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The name and address of each incorporator of the corporation is:
Name Address
JAMES R. LEONE 452 Osceola Street, Suites 211-213
Altamonte Springs, Florida 32701
ARTICLE VI - DURATION; EFFECTIVE COMMENCEMENT DATE
This corporation shall exist perpetually. This corporation
shall commence at the time and on the date of filing of these
Articles.
ARTICLE VII - CERTAIN STATUTORY EXCEPTIONS
This corporation hereby elects to be excepted from the
following provisions of law or any comparable replacement
provisions:
NONE
ARTICLE VIII - AMENDMENT
8A. General Amendment Provision. This corporation reserves
the right to amend or repeal any provisions contained in these
Article Incorporation or the corporation's Bylaws, or in any
amendment hereto, and all rights conferred upon the shareholders
are subject to this reservation.
8B. Amendment of Articles or Bylaws for Supermajority Quorum
or Vote Requirement, Delayed Repeal of This Provision. Any
provision of these Articles of Incorporation or the corporation's
Bylaws requiring more than a majority quorum or vote of directors
or shareholders may be adopted and may be amended or repealed, in
each case, only by the percentage vote specified in such
provision, so long as this requirement is in effect in this form.
This requirement shall remain in effect in this form (A) until
amended or repealed by unanimous vote(s), unless it is legally
permissible for it to remain in this form as follows, (B) for six
(6) months after the taking of a vote or the giving of all the
necessary signatures on a consent, pursuant to which vote or
consent this requirement is to be repealed or amended or replaced
in any fashion (for example, by merger with, or by sale of assets
to, a commonly controlled entity) effectively lowering or
permitting lowering the vote so required. This provision may only
be repealed or amended by a majority vote of shareholders unless a
different vote is required by law, or these Articles of
Incorporation.
ARTICLE IX - DIRECTORS AND OFFICERS
9A. Number Of Directors; Bylaws Automatically Amended To
Reflect Number of Direction. The number of directors of this
corporation shall be FOUR (4). The number of directors may be
increased or decreased from time to time by the Bylaws but shall
never ~be less than one. Any duly adopted resolution adding or
removing a Director, or setting forth the entire Board of Director
shall be deemed to amend the Bylaws to the extent necessary to
reflect any change in their number, except to the extent a larger
number is specifically provided.
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9B. Present Directors. The name and address of each director
of this corporation are as follows:
NAME ADDRESS OFFICE
NEAL M. BROWN 185 LINCOLN STREET, SUIT 200 DIRECTOR
HINGHAM MASSACHUSETTS 02043
GEORGE TECCI, JR 551 BOYLSTON STREET DIRECTOR
5TH FLOOR
BOSTON MASSACHUSETTS 02116
GERHARD R. MELNIK 200 HOPE STREET DIRECTOR
LONGWOOD FLORIDA
ARTICLE X - PURPOSE/BUSINESS
This corporation is organized for the purpose of transacting
any and all lawful business for which corporations may be
incorporated under Nevada Statutes, provided that it will not
engage in any act or activity requiring the consent or approval of
any government official, department, board, agency or other body
of any local, state or federal government having jurisdiction over
such act or activity, without obtaining such consent or approval.
ARTICLE XI - BYLAWS
The power to adopt, alter, amend or repeal Bylaws shall be
vested in the Board of Directors and/or the shareholders, except
as otherwise provided by law. However, the shareholders, in
amending or repealing the Bylaws generally or a particular Bylaw
provision, may provide expressly that the Board of Directors may
not amend or repeal the Bylaws or that Bylaw provision.
SIGNATURE OF INCORPORATOR(S)
IN WITNESS WHEREOF, the undersigned has executed these
Articles Of Incorporation this April 18, 1997.
/s/ James R. Leone
Incorporator
Acknowledged before me this 18th day of April 1997 by JAMES R.
LEONE as Incorporator of Water Petroleum & Environmental
Technologies Company.
/s/ Penny E. Kirkpatrick
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