Exhibit 1
Form 10-KSB
Vermillion Ventures, Inc.
ARTICLES OF INCORPORATION
OF
VERMILLION VENTURES, INC.
I, THE UNDERSIGNED, natural person, acting as incorporator of
a Corporation under Nevada's General Corporations Law (hereinafter
called the Act), adopt the following Articles of Incorporation for
such Corporation.
ARTICLE I
CORPORATE NAME
The name of the Corporation is:
VERMILLION VENTURES, INC.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is to do
all things and engage in all lawful transactions which a
corporation under the laws of the State of Nevada night do or
engage in.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this Corporation shall
have authority to issue is 500,000,000 Common Shares having a par
value of $.001 per share. Each share of stock shall entitle the
holder thereof to one (1) vote on each matter submitted to a vote
at a meeting of the shareholders. All stock of the Corporation
shall be of the same class and shall have the same rights and
preferences. The capital stock of the Corporation shall be issued
as fully paid, and the private property of the shareholders shall
not be liable for the debts, obligations or liabilities of the
Corporation. Fully paid stock of this Corporation shall not be
liable to any further call or assessment.
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ARTICLE V
VOTING RIGHTS
At every meeting of the shareholders, every holder of the
Common Stock shall be entitled to one (1) vote for each share of
Common Stock registered in his name on the stock transfer books of
the Corporation except in the extent that the voting rights of the
shares are limited or denied by the Act. At each election for
Directors, every such holder of the Common Stock shall have the
right to vote, in person or by proxy, the number of shares owned
by him for each Director to be elected and for whose election he
has a right to vote, but the shareholder shall have no right to
accumulate his or its votes with regard to such election.
ARTICLE VI
PRINCIPAL OFFICE AND AGENT
The address of this Corporation's initial registered office
and name of its original registered agent at such address is:
Gateway Enterprises, Inc.
2050 Ellis Way
Elko County
Elko, Nevada
ARTICLE VII
DIRECTORS
The Board of Directors shall consist of not less than three
(3) members. The Board of Directors may from time to time
determine the number of Board members. The names and addresses of
persons who are to serve as Directors until the first meeting of
the stockholders, or until their successors be elected and qualify
are:
Brian L. Johnson
1860 Oakmead Drive #11
Concord, CA 94520
Kari B. Rojas
5472 F RoundTree Plaza
Concord, CA 94521
Racine Linville
325 West 100 North Circle #1B
American Fork, Utah 84003
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ARTICLE VIII
INCORPORATOR
The name and address of the Incorporator is:
Racine Linville
325 West 100 North Circle #1B
American Fork, Utah 84003
ARTICLE IX
PREEMPTIVE RIGHTS ABOLISHED
Shareholders shall have no preemptive rights.
DATED this 16th day of March, 1987.
/s/ Racine Linville,
Incorporator
STATE OF UTAH )
)ss.
COUNTY OF UTAH )
I, THE UNDERSIGNED, a Notary Public, hereby certify that
Racine Linville personally appeared before me, who being by me
first duly sworn severally declared that she is the person who
signed the foregoing document as incorporator and that the
statements therein contained are true.
DATED this 16th day of March, 1987.
/s/ Notary Public
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