Attached files
file | filename |
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S-1 - FORM S-1 - TobahMaoz, Inc. | tobahmaozs1v13.htm |
EX-5 - EXHIBIT 5 - TobahMaoz, Inc. | tobahmaozs1ex5.htm |
EX-3.2 - EXHIBIT 3.2 - TobahMaoz, Inc. | bylaws20120614.htm |
EX-23 - EXHIBIT 23 - TobahMaoz, Inc. | auditorconsentex23.htm |
EX-99.2 - EXHIBIT 99.2 - TobahMaoz, Inc. | directorcontractandrewcheney.htm |
EX-99.1 - EXHIBIT 99.1 - TobahMaoz, Inc. | directorcontractalanjosselyn.htm |
EX-99.3 - EXHIBIT 99.3 - TobahMaoz, Inc. | directorcontractcraigcheneys.htm |
EX-99.6 - EXHIBIT 99.6 - TobahMaoz, Inc. | employmentcontractceosigned.htm |
EX-99.7 - EXHIBIT 99.7 - TobahMaoz, Inc. | employmentcontractcfosigned.htm |
EX-99.5 - EXHIBIT 99.5 - TobahMaoz, Inc. | directorcontracttomarnettesi.htm |
EX-99.4 - EXHIBIT 99.4 - TobahMaoz, Inc. | directorcontractlenstillmans.htm |
ARTICLES OF INCORPORATION
OF
TOBAHMAOZ INC.
The undersigned natural person of the age of eighteen years or more, acting as incorporator of a
corporation under the provisions of the Wyoming Business Act of the State of Wyoming, adopts
the following Articles of Incorporation for such corporation.
ARTICLE I
NAME
The name of the corporation is TobahMaoz Inc.
ARTICLE II
EXISTENCE AND DURATION
The period of duration of this corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this corporation is organized is to engage in all lawful business for which
corporations may be incorporated pursuant to the Wyoming Business Corporation Act. In
furtherance of its lawful purposes, the corporation shall have and may exercise all rights, powers
and privileges now or hereafter exercisable by corporations organized under the laws of
Wyoming. In addition, it may do everything necessary, suitable, convenient or proper for the
accomplishment of any of its corporate purposes.
ARTICLE IV
CAPITALIZATION
(a) Authorized Shares. The aggregate number of shares which the corporation shall have the
authority to issue is Five Hundred Twenty-Five Million (525,000,000 shares). Five Hundred
Million (500,000,000) shares shall be designated Common Stock, and shall have a par value of
$.001. Twenty-Five Million (25,000,000) shares shall be designated Preferred Stock, and shall
have a par value of $.001 per share, and shall be issued for such consideration, expressed in
dollars, as the Board of Directors may, from time to time, determine.
(b) Consideration for Shares. All shares of Common Stock and Preferred Stock shall be issued
by the corporation for cash, property or services actually performed, for no less than the par
value of $.001 for Common Stock and $.001 for Preferred Stock. All shares shall be fully paid
and non-assessable.
(c) Issuance of Preferred Stock. The Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in series. The Board of Directors of the
corporation is authorized to establish such series, to fix and determine the variations and the
TobahMaoz Inc., Articles of Incorporation, June 8, 2012
Page 1 of 4
relative rights and preferences as between series, and to thereafter issue such stock from time to
time. The Board of Directors is also authorized to allow for conversion of the Preferred Stock to
Common Stock under terms and conditions as determined by the Board of Directors.
(d) Dividends. Dividends in cash, property or share of the corporation may be paid upon the
Common and Preferred Stock, as and when declared by the Board of Directors, out of funds of
the corporation to the extent, and in the manner permitted by law.
(e) Voting Rights & Cumulative Voting. Each outstanding share of Common Stock shall be
entitled to one vote, and each fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote of shareholders. The voting
rights of Preferred Stock, if any, shall be established by the Board of Directors at the time such
stock is issued in series. Cumulative voting shall not be allowed in the election of directors of the
corporation.
(f) Denial of Preemptive Rights. No holder of any shares of the corporation, whether now or
hereafter authorized, shall have any preemptive or preferential right to acquire any shares or
securities of the corporation, including shares or securities held in the treasury of the corporation.
(g) Dissolution or Liquidation. Upon any dissolution or liquidation, whether voluntary or
involuntary, the holders of preferred shares shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus, the sum initially paid per share and a
further amount equal to any dividend thereon declared and unpaid to the date of such
distribution, before any payment shall be made or any assets distributed to the common stock
shareholders. Upon any dissolution or liquidation, whether voluntary or involuntary, if the assets
thus distributed among the holders of preferred shares are insufficient to permit the payment to
such shareholder of the full preferential amounts, then the entire assets of the Corporation to be
distributed shall be distributed ratably among the holders of preferred shares and after payment
to the preferred shareholders of such preferential amounts, the holders of common shares shall be
entitled to receive ratably all the remaining assets. A merger or consolidation of this corporation
with or into any other corporation or corporations shall not be deemed to be a dissolution or
liquidation within the meaning of this provision.
ARTICLE V
INITIAL OFFICE AND AGENT
The address of this corporations initial registered office is Wyoming Corporate Services, Inc.,
2710 Thomes Ave., Cheyenne, WY 82001 and the name of its initial registered agent is
Wyoming Corporate Services, Inc.
ARTICLE VI
PRINCIPAL OFFICE
The address of the principal office of the corporation is Wyoming Corporate Services, Inc., 2710
Thomes Ave., Cheyenne, WY 82001. The corporation may maintain such other offices, either
TobahMaoz Inc., Articles of Incorporation, June 8, 2012
Page 2 of 4
within or out of the State of Wyoming, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors of this corporation is five. The
term of the board of directors will be one year. The number of directors of this corporation shall
be not less than five; except there need be only as many directors as there are shareholders in the
event that the outstanding shares are, or initially will be, held of record by fewer than three
shareholders. The names and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors are elected and qualified are:
Alan R. Josselyn
94 East Canyon Road
P.O.Box 32,
Mayfield, Utah 84643
Email: alanrayjosselyn@gmail.com
Craig S. Cheny
328 Highfield Loop
Myrtle Beach, SC 29579
Email: byfaithinvesting@gmail.com
Basil A Cheney
669 Tidal Point Lane
Myrtle Beach, SC 29579-6525
Email: basil@cdoc.net
Dr. Thomas R. Arnette, Sr.
608 Edgewood Blvd.
Dillon, SC 29536
Email: DrTomArnetteSr@gmail.com
Robert Joseph Vivierios
334 Cottonwood Dr.
Delta, UT 84624
Email: bpvive@gmail.com
ARTICLE VIII
INDEMNIFICATION
As the Board of Directors may from time to time provide in the By-Laws or by resolution, the
corporation may indemnify its officers, directors, agents and other persons to the full extent
permitted by the laws of the State of Wyoming.
TobahMaoz Inc., Articles of Incorporation, June 8, 2012
Page 3 of 4
The name and address of the incorporator is:
Leonard M. Stillman Jr.
5794 W. Poll Drive
Morgan, UT 84050
len@BusinessPlanTools.com
Dated this 8th day of June, 2012
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______________________________________
Leonard M. Stillman Jr., Incorporator
TobahMaoz Inc., Articles of Incorporation