Attached files

file filename
S-1 - FORM S-1 OF FREE FLOW, INC - Free Flow, Inc.g5777.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - Free Flow, Inc.ex5-1.txt
EX-3.2 - BYLAWS - Free Flow, Inc.ex3-2.txt
EX-99.1 - PATENT SALES AGREEMENT - Free Flow, Inc.ex99-1.txt
EX-23.2 - CONSENT OF AUDITORS - Free Flow, Inc.ex23-2.txt

                                                                     Exhibit 3.1

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 02:23 PM 10/28/2011
                                                        111146427 - 5058430 FILE

                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FREE FLOW INC.

FIRST: The name of the corporation is Free Flow, Inc.

SECOND: It's registered office in the State of Delaware is located at 16192
Coastal Highway, Lewes, Delaware, County of Sussex. The registered agent in
charge thereof is Harvard Business Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful activity for
which corporations may be organized under the General Corporation Law of
Delaware.

FOURTH: The total number of authorized shares which this corporation is
authorized to issue is: 100,000,000 shares of common stock having a par value of
$0.0001 per share and 20,000,000 shares of preferred stock having a par value of
$0.0001 per share.

The number of authorized shares of preferred stock or of common stock may be
raised by the affirmative vote of the holders of a majority of the outstanding
shares of the corporation entitled to vote thereon.

All shares of common stock shall be identical and each share of common stock
shall be entitled to one vote on all matters.

The board of directors is authorized, subject to limitations prescribed by law
and the provisions of this Article Fourth, to provide by resolution or
resolutions for the issuance of the shares of preferred stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares included in any
such series, and to fix the designation, powers, preferences and rights of the
shares of any such series and the qualifications, limitations or restrictions
thereof.

FIFTH: The business and affairs of the corporation shall be managed by or under
the direction of the board of directors, and the directors need not be elected
by ballot unless required by the bylaws of the corporation.

SIXTH: This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.

SEVENTH: In furthurance and not in limitation of the powers conferred by the
laws of Delaware, The Board of Directors is authorized to amend or repeal the
By-laws.

EIGHTH: The corporation reserves the right to amend or repeal any provision in
this Certificate of Incorporation in the manner prescribed by the laws of
Delaware.

NINTH: The incorporator is Richard H. Bell in care of Harvard Business Services,
Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE 19958.

TENTH: To the fullest extent permitted by Delaware General Corporation Law a
director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

I, Richard H. Bell, for the purpose of forming a corporation under the laws of
the State of Delaware do make and file this certificate, and do certify that the
facts herein stated are true; and have accordingly signed below, this 28th day
of October, 2011.

             Signed and Attested to by:         /s/ Richard H. Bell
                                                --------------------------------
                                                Harvard Business Services, Inc.
                                                By Richard H. Bell, Incorporato