Exhibit No. 1
Form 10-SB
ARTICLES OF INCORPORATION
OF
GTG HOLDINGS, INC.
The undersigned incorporator being a natural person more
than 18 years of age acting as the sole incorporator of the above-
named corporation (the "Corporation") hereby adopts the following
articles of incorporation for the Corporation:
ARTICLE I
NAME
The name of the Corporation shall be: GTG Holdings, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually
unless sooner dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purpose for which the Corporation is organized is to
conduct any lawful business for which a corporation may be
organized under the laws of Nevada, which shall include, by way
of illustration and not limitation, the following purposes:
(a) To carry on any general mercantile or service
business, and to purchase, sell, and deal in such goods,
supplies, merchandise, equipment, or services as are
necessary or desirable in connection therewith; to render
any lawful service; to own and operate any lawful
enterprise; and, to acquire, hold, and dispose of tangible
or intangible personal property;
(b) To acquire by purchase or otherwise, own, hold,
lease, rent, mortgage, develop, or otherwise, to trade with
and deal in real estate, lands, oil and gas leases and
interests, and all other interests in lands, and all other
property of every kind and nature;
(c) To acquire, sell, and otherwise dispose of or deal
in stock, bonds, mortgages, securities, notes, and
commercial paper for corporations and individuals;
(d) To borrow money and to execute notes and
obligations and security contracts therefor, and to lend any
of the monies or funds of the Corporation and to take
evidence of indebtedness therefor, and also to negotiate
loans;
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(e) To guarantee the payment of dividends or interest
on any other contract or obligation of any corporation
whenever proper or necessary for the business of the
Corporation in the judgment of its directors; and
(f) To do all and everything necessary, suitable,
convenient, or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated, or incidental to the powers therein
named, or which shall at any time appear conducive or
expedient for the protection or benefit of the Corporation,
with all the powers hereafter conferred by the laws under
which this Corporation is organized.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 60,000,000
shares. Stockholders shall not have any preemptive rights, nor
shall stockholders have the right to cumulative voting in the
election of directors or for any other purpose. The classes and
the aggregate number of shares of stock of each class which the
corporation shall have authority to issue are as follows:
(a) 50,000,000 shares of common stock, $0.001 par
value ("Common Stock");
(b) 10,000,000 shares of preferred stock, $0.001 par
value ("Preferred Stock").
The Preferred Stock may be issued from time to time in one
or more series, with such distinctive serial designations as may
be stated or expressed in the resolution or resolutions providing
for the issue of such stock adopted from time to time by the
Board of Directors; and in such resolution or resolutions
providing for the issuance of shares of each particular series,
the Board of Directors is also expressly authorized to fix: the
right to vote, if any; the consideration for which the shares of
such series are to be issued; the number of shares constituting
such series, which number may be increased (except as otherwise
fixed by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by
action of the Board of Directors; the rate of dividends upon
which and the times at which dividends on shares of such series
shall be payable and the preference, if any, which such dividends
shall have relative to dividends on shares of any other class or
classes or any other series of stock of the corporation; whether
such dividends shall be cumulative or noncumulative, and if
cumulative, the date or dates from which dividends on shares of
such series shall be cumulative; the rights, if any, which the
holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up of the
affairs of the corporation; the rights, if any, which the holders
of shares of such series shall have to convert such shares into
or exchange such shares for shares of any other class or classes
or any other series of stock of the corporation or for any debt
securities of the corporation and the terms and conditions,
including price and rate of exchange, of such conversion or
exchange; whether shares of such series shall be subject to
redemption, and the redemption price or prices and other terms of
redemption, if any, for shares of such series
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including, without limitation, a redemption price or prices
payable in shares of Common Stock; the terms and amounts of any
sinking fund for the purchase or redemption of shares of such
series; and any and all other designations, preferences, and
relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof pertaining to
shares of such series' permitted by law.
The Board of Directors of the Corporation may from time to
time authorize by resolution the issuance of any or all shares of
the Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations or entities, for such consideration,
and in the case of the Preferred Stock, in one or more series,
all as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The capital stock, after the amount
of the subscription price, or par value, has been paid in shall
not be subject to assessment to pay the debts of the corporation.
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 provision. 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 occurring prior to such amendment or
repeal.
ARTICLE V
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no
personal liability to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
except for damages for breach of fiduciary duty resulting from
(a) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (b) the payment of
dividends in violation of section 78.300 of the Nevada Revised
Statutes as it may from time to time be amended or any successor
provision thereto.
ARTICLE VI
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation's registered office in the
state of Nevada is 502 East John Street, town of Carson City,
state of Nevada 89706. The name of its initial resident agent in
the state of Nevada is CSC Services of Nevada, Inc. Either the
registered office or the resident agent may be changed in the
manner provided by law.
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ARTICLE VII
AMENDMENTS
The Corporation reserves the right to amend, alter, change,
or repeal all or any portion of the provisions contained in these
articles of incorporation from time to time in accordance with
the laws of the state of Nevada, and all rights conferred on
stockholders herein are granted subject to this reservation.
ARTICLE VIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by
the board of directors. The power to alter, amend, or repeal the
bylaws or adopt new bylaws shall be vested in the board of
directors, but the stockholders of the Corporation may also
alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or
management of the affairs of the Corporation not inconsistent
with the laws of the state of Nevada now or hereafter existing.
ARTICLE IX
DIRECTORS
The governing board of the Corporation shall be known as the
board of directors. The number of directors comprising the board
of directors shall be fixed and may be increased or decreased
from time to time in the manner provided in the bylaws of the
Corporation, except that at no time shall there be less than one
nor more than fifteen directors. The initial board of directors
shall consist of one person who is as follows:
Name Address
John Chymboryk 5882 South 900 East, Suite 202
Salt Lake City, Utah 84121
ARTICLE X
INCORPORATOR
The name and mailing address of the incorporator signing
these articles of incorporation is:
Name Address
John Chymboryk 5882 South 900 East, Suite 202
Salt Lake City, UT 84121
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The undersigned, being the incorporator of the Corporation
herein before named, hereby makes and files these articles of
incorporation, declaring that the facts herein are true.
DATED this 12th day of June, 2000.
____________________________________
John Chymboryk
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, Lori McGee, a notary public, hereby certify that on the
12th day of June, 2000, appeared before me John Chymboryk,
personally known to me to be the subscriber to the above
instrument, who acknowledged to me that he is the person who
signed the above instrument as the incorporator and that the
statements contained herein are true.
____________________________________
Notary Public
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