ARTICLES OF INCORPORATION
OF
BUFFTON, INC.
The undersigned, a natural person, over the age of
twenty-one (21) years, in order to form a corporation
for, under and pursuant to the provisions of the laws
of the State of Nevada, does hereby certify as follows:
ARTICLE I
NAME AND PURPOSE
The name of the Corporation, hereinafter called the
"Corporation" is:
Buffton, Inc.
The purpose for which this Corporation is created to
conduct any lawful business or businesses for which
corporations may be incorporated pursuant to Chapter 78
of the Nevada Revised Statutes, and shall have all the
powers as provided thereunder.
ARTICLE II
RESIDENT AGENT AND PRINCIPAL OFFICE
The address of the initial principal office of the
Corporation is 4335 S. Industrial Rd. #430, Las Vegas,
NV 89103. The name of its initial resident agent at
such address is Russert Services, Inc.
The Corporation may conduct all or part of its business
in any other part of the State of Nevada, or any other
State in the United States.
ARTICLE III
CAPITAL STOCK
1. Number of Shares. The aggregate number of capital stock
shares which the Corporation shall have authority to issue is
twenty-five million (25,000,000) shares, of common stock, $0.001
par value. The Board of Directors may, in its discretion, issue
preferred stock and debt securities with such terms and
conditions as it may decide, without shareholder approval.
2. Voting Rights of Shareholders. Each voting 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.
Cumulative voting shall not be allowed in the election of
directors or for any other purpose.
3. No Preemptive Rights. No shareholder of the Corporation
shall have any preemptive or other rights to subscribe for any
additional shares of stock, or for other securities of any class,
or for rights, warrants or options to purchase stock or for
scrip, or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges.
4. Shareholder Distribution. The Board of Directors may from
time to time distribute to the shareholders in partial
liquidation, out of stated capital or capital surplus of the
Corporation, a portion of its assets, in cash or property,
subject to the limitations contained in the statutes of the State
of Nevada.
5. No Assessments. After the subscription price a par value of
capital stock of the Corporation has been paid, such capital
stock shall not be subject to any assessments.
ARTICLE IV
DIRECTORS AND OFFICERS
1. Number of Directors. The Board of Directors shall consist of
between one (1) and thirteen (13) members as the By-Laws shall
prescribe, but in no event shall the number of directors be more
than thirteen (13) or less than one (1).
2. Initial Board of Directors. The Names of those persons who
shall constitute the Board of Directors of the Corporation for
the first year of its existence or until their successors are
duly elected and qualified are:
<TABLE>
<S> <C>
Name Address
Earl Gilbrech 4335 S. Industrial Rd.
#430
Las Vegas, NV 89103
</TABLE>
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify any officer, director, employee
or agent that incurs expenses or liabilities by reason of the
fact that he or she is or was an officer, director, employee or
agent of the Corporation or is or was serving at the request at
the request of the Corporation as an officer, director, employee
or agent of the corporation or is or was serving at the request
of the Corporation as an officer, director or employee of another
corporation , partnership, joint venture, trust or other entity.
This indemnification, as more specifically set further in the
Bylaws of the Corporation, shall be mandatory in all
circumstances in which indemnification is permitted by law.
However, such indemnification must not eliminate or limit the
liability of an officer, director, employee or agent for (a) acts
or omissions which involved intentional misconduct, fraud, or an
knowing violation of law; or (b) the payment of distributions in
violation of NRS 78.300.
ARTICLE VI
INCORPORATOR
The name and address of the Incorporator is:
<TABLE>
<S> <C>
Name Address
Earl Gilbrech 4335 S. Industrial Rd.
#430
Las Vegas, NV 89103
</TABLE>
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
May 1998.
/s/ Earl Gilbrech
Earl Gilbrech,
Incorporator
