Exhibit 1
Form SB-2
e Nutrition, Inc.
ARTICLES OF INCORPORATION
State of Nevada
Office of the
Secretary of State
Capital Complex
Carson City, Nevada 89710
Telephone (702) 687-5203
Important: Read instructions on reverse side of before completing
this form.
Type or Print (Black Ink Only)
1. Name of Corporation: ZACMAN ENTERPRISES, INC.
2. Resident Agent: (designated resident agent and his STREET
ADDRESS in Nevada where process may be served)
Name of Resident Agent: Gateway Enterprises, Inc.
Street Address: 3230 E. Flamingo Road, Suite 156, Las Vegas, 89121
3. Shares: (number of shares the corporation is authorized to
issue)
Number of shares with par value: 55,000,000 Par Value:
$.001 Number of shares without par value: -0-
4. Governing Board: shall be styled as (check one) XX
Directors ____ Trustees
The FIRST BOARD OF DIRECTORS shall consist of ONE (1) members and
the names and addresses are as follows:
DAVID N. NEMELKA 899 South Artistic Circle, Springville, Utah 84663
5. Purpose: (optional - see reverse side): The purpose for the
corporation shall be:
6. Personal Liability (pursuant to NRS 78.037): Check one XX
Accept ____ Decline
If you chose accept, please check one: __ Limiting XX
Eliminating
This provision eliminates or limits the personal liability of
directors, officers or stockholders from damages for breach of
fiduciary duty as a director or officer, but such provision must
not eliminate or limit the liability of a director or officer
for: (a) Acts or omissions which involve intentional misconduct,
fraud or knowing violation of law; or (b) The payments of
distributions in violation of NRS 78.300.
7. Other Matters: Any other matters to be included in these
articles may be noted on separate pages and incorporated by
reference herein as a part of these articles: number of pages
attached FIVE (5).
8. Signatures of Incorporators: The names and addresses of each
of the incorporators signing the articles: (signatures must be
notarized)
/s/ David N. Nemelka
899 South Artistic Circle, Springville, Utah 84663
Subscribed and sworn to before me this 6th day of March, 1996
/s/ Notary Public
Certificate of Acceptance of Appointment of Resident Agent
I, Gateway Enterprises, Inc., hereby accept appointment as
Resident Agent for the above named corporation.
/s/ Resident Agent 3/6/96
E-1
<PAGE>
Articles Of Incorporation
Of
ZACMAN ENTERPRISES, INC.
WE, THE UNDERSIGNED natural persons of the age of eighteen
(18) years or more, acting as incorporators of a corporation
under the Nevada Business Corporation Act, adopt the following
Articles of Incorporation.
Article I
NAME
The Name of the corporation is ZACMAN ENTERPRISES, INC.
Article II
DURATION
The duration of the corporation is perpetual.
Article III
PURPOSES
The purpose or purposes for which this corporation is engaged
are:
(a) To pursue the business of consulting., Also, to acquire,
develop, explore, and otherwise deal in and with all kinds of
real and personal property and all related activities, and for
any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest,
subscription, or otherwise; and to hold, own, mortgage, pledge,
hypothecate, sell, assign, transfer, exchange, or otherwise
dispose of or deal in or with its own corporate securities or
stock or other securities including, without limitations, any
shares of stock bonds, debentures, notes mortgages, or other
obligations, and any certificates, receipts or other instruments
representing rights or interests therein on any property or
assets created or issued by any person, firm, associate, or
corporation, or instrumentalities thereof, to make payment
therefor in any lawful manner or to issue in exchange therefor in
any lawful manner or to issue in exchange therefor its unreserved
earned surplus for the purchase of its own shares, and to
exercise as owner or holder of any securities, any and all
rights, powers, and privileges in respect thereof
(c) To do each and everything necessary, suitable, or proper
for the accomplishment of any of the purposes or the attainment
of any one or more of the subjects herein enumerated, or which
may, at any time, appear conducive to or expedient for the
protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could
do in any part of the world as principals, agents, partners,
trustees, or otherwise, either alone or in conjunction with any
other person, association, or corporation.
(d) The foregoing clauses shall be construed both as
purposes and powers and shall not be held to limit or restrict in
any manner the general powers of the corporation, and the
enjoyment and exercise thereof, as conferred by the laws of the
State of Nevada; and it is the intention that the purposes and
powers specified in each of the paragraphs of this Article III
shall be regarded as independent purposes and powers.
E-2
<PAGE>
Articles IV
STOCK
(a) Common Stock. The aggregate number of shares of Common
Stock which the Corporation shall have authority to issue is
50,000,000 shares at a par value of $.001 per share. All stock
when issued shall be fully paid and non-assessable, shall be of
the same class and have the same rights and preferences.
No holder of shares of Common Stock of the Corporation shall
be entitled, as such, to any preemptive or preferential fights to
subscribe to any unissued stock or any other securities which the
Corporation may now or thereafter be authorized to issue.
Each share of Common Stock shall be entitled to one vote at
a stockholders meetings, either in person or by proxy. Cumulative
voting in elections of Directors and all other matters brought
before stockholders meeting, whether they be annual or special,
shall not be permitted.
(b) Preferred Stock. The aggregate number of share of
Preferred Stock which the Corporation shall have authority to
issue is 5,000,000 shares, par value $. 001, which may be issued
in series, with such designations, preferences, stated values,
rights, qualifications or limitations as determined solely by the
Board of Directors of the Corporation.
Article V
AMENDMENT
These Articles of Incorporation may be amended by the
affirmative Vote of "a majority" of the shares entitled to vote
on each such amendment.
Article VI
SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be
issued at such time, upon such terms and conditions and for such
consideration as the Board of Directors shall determine.
Shareholders shall not have pre-emptive rights to acquire
unissued shares of the stock of this corporation.
Article VII
INITIAL OFFICE AND AGENT
The registered office of the Corporation in the State of
Nevada is 3230 E. Flamingo Road, Suite 156, Las Vegas, NV 89121.
The registered agent in charge thereof at such address is Gateway
Enterprises, Inc.
Article VIII
DIRECTORS
The directors are hereby given the authority to do any act
on behalf of the corporation by law and in each instance where
the Business corporation act provides that the directors may act
in certain instances where the Articles of Incorporation
authorize such action by the directors, the
E-3
<PAGE>
directors are hereby given authority to act in such instances
without specifically numerating such potential action or instance
herein.
The directors are specifically given the authority to
mortgage or pledge any or all assets of the business with
stockholders' approval.
The number of directors constituting the initial Board of
Directors of this corporation is one (1). The names and addresses
of persons who are to serve as Directors until the first annual
meeting of stockholders or until their successors are elected and
qualify are:
NAME ADDRESS
DAVID N. NEMELKA 899 South Artistic Circle
Springville, UT 84663
Articles IX
INCORPORATORS
The name and address of each incorporator is:
DAVID N. NEMELKA 899 South Artistic CIRCLE
Springville, UT 84663
Article X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation
and any on or more of its directors or any other corporation,
firm, association, or entity in which one or more of its
directors or officers are financially interested, shall be either
void or voidable because of such relationship or interest, or
because such director or directors are present at the meeting of
the Board of Directors, or a committee thereof, which authorizes,
approves, or ratifies such contract or transaction, or because
his or their votes are counted for such purpose if (a) the fact
of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by vote or consent
sufficient for the purpose without counting the votes or consents
of such interested director; or (b) the fact of such relationship
or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent, or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors
or committee there of which authorizes, approves or ratifies such
contract or transaction.
Article X1
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the
Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer
shall be liable to the extent provided by applicable law, (1) for
acts or omissions which involve intentional misconduct,
E-4
<PAGE>
fraud or a knowing violation of law, or (ii) for the payment of
dividends in violation of NRS 78-300.
The provisions hereof shall not apply to or have any effect
on the liability or alleged liability of any officer or director
of the Corporation for or with respect to any acts or omissions
of such person occurring prior to such amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my
knowledge and belief, true, correct and complete.
Dated this 6 day of March, 1996
/s/ David N. Nemelka
STATE OF UTAH )
)ss
COUNTY OF )
On the 6th day of MARCH, 1996, personally appeared before
me, David N. Nemelka,
who being by me first duly sworn, declared that he was the person
who signed the foregoing
document as incorporator and that the statements therein
contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 6th
day of March, 1996
/s/ BRENDA M. HALL
NOTARY PUBLIC
E-5
<PAGE>
