STATE OF NEVADA 

BARBARA K. CEGAVSKE  Secretary of State   KIMBERLEY PERONDI  Deputy Secretary for Commercial Recordings

Commercial Recordings Division   202 N. Carson Street Carson City, NV 89701-4201 Telephone (775) 684-5708 Fax (775) 684-7138

OFFICE OF THE 

SECRETARY OF STATE

 

QUANTUM ENERGY INC.   NV

Job: C20181214-0257 December 14, 2018

 

Special Handling Instructions: 

FSC,RESTATED ARTS,EMAIL 12/14/18 AP

 

Charges

Description	Document Number	Filing Date/Time	Qty	Price	Amount
Restated Articles	20180536457-51	12/14/2018 8:13:58 AM	l	$175.00	$175.00
2 Hour Expedite	20180536457-51	12/14/2018 8:13:58 AM	l	$500.00	$500.00
Total					$675.00

 

Payments

Type	Description		Amount
Credit	5448071592206339904062			$675.00
Total				$675.00
		Credit Balance: $0.00

 

	Job Contents:
	File Stamped Copy	1

  

QUANTUM ENERGY INC.

 

NV

 

 

 

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation

(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

 

1.  Name of Nevada entity as last recorded in this office:

Quantum Energy Inc.

 

2.   The articles are: (mark only one box) ☒  Restated   ☐ Amended and Restated

Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

 

3.   Indicate what changes have been made by checking the appropriate box:*

 

☒

No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:              12/14/2018

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

 

☐

The entity name has been amended.

 

☐

The registered agent has been changed, (attach Certificate of Acceptance from new registered agent)

 

☐

The purpose of the entity has been amended.

 

☐

The authorized shares have been amended.

 

☐

The directors, managers or general partners have been amended.

 

☐

IRS tax language has been added.

 

☐

Articles have been added.

 

☐

Articles have been deleted.

 

☐

Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

 

4. Effective date and time of filing: (optional)               Date:	Time:
	(must not be later than 90 days after the certificate is filed)

 

* This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles.

The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificates.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State Restated Articles
	Revised: 1-5-15

 

 

RESTATED
ARTICLES OF INCORPORATION
OF
QUANTUM ENERGY INC.

* * * * *

 

ARTICLE ONE. The name of the corporation is QUANTUM ENERGY, INC.

 

ARTICLE TWO. The agent for service of process is State Agent and Transfer Syndicate, Inc., 112 North Curry Street, Carson City Nevada 89703-4934.

 

ARTICLE THREE. The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

 

To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

 

I.

To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

 

II.

The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

 

ARTICLE FOUR. The amount of the total authorized capital stock of the corporation is FIVE HUNDRED MILLION (500,000,000) shares divided into four hundred ninety-five million (495,000,000) shares of Common Stock, $0.001 par value each, and five million (5,000,000) shares of Preferred Stock, $0.001 par value each, and the designations, preferences, limitations and relative rights of the shares of each such class are set forth below.

 

A.

Preferred Shares. Currently there are no shares of preferred stock issued and outstanding and no rights or preferences adopted for the preferred stock.

 

 

The corporation may divide and issue the Preferred Shares into series. Preferred Shares of each series, when issued, shall be designated to distinguish it from the shares of all other series of the class of Preferred Shares. The Board of Directors is hereby expressly vested with authority to fix and determine the relative rights and preferences of the shares of any such series so established to the fullest extent permitted by these Articles of Incorporation and Nevada Revised Statutes in respect to the following:

 

(a)        The number of shares constituting that series, and the distinctive designations of that series;

 

(b)       The dividend on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(c)        Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 

(d)        Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such as the Board of Directors shall determine;

 

(e)        Whether or not shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;

 

(f)        Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 

(g)        The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

 

(h)        Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.

 

B.

Common Shares.    Currently there are 48,491,485 shares of common stock issued and outstanding.

 

(a)        The rights of holders of the Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors of the corporation providing for the issuance of one or more series of the Preferred Shares.

 

(b)        The holders of the Common Shares shall be entitled to one vote for each share of Common Shares held by them of record at the time for determining the holders thereof entitled to vote.

 

 

C.       Stock Rights and Options

 

(a)       The Corporation shall have the power to create and issue rights, warrants or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes, upon such terms and conditions and at such time and prices as the board of directors or a committee thereof may approve, which terms and conditions shall be incorporated in an instrument or instruments evidencing such rights, warrants or options. In the absence of fraud, the judgment of the board of directors or a committee thereof as to the adequacy of consideration for the issuance of such rights, warrants or options and the sufficiency thereof shall be conclusive.

 

ARTICLE FIVE. The affairs of the corporation shall be governed by a Board of Directors of no more than eight (8) nor less than one (1) person. The names and addresses of the current Directors are:

 

NAME

 

Jeffrey Mallmes

1200 Trans Canada Highway

Sicamous, BC, Canada VOE2VO

 

Andrew J. Kacic

PO Box 1169

Big Fork, Montana 59911

 

William J. Hinz

6620 Costa Blanca Ave.

Paradise Valley, AZ 85253

 

Richard K. Ethington

11757 Costa Blanca Ave

Las Vegas, Nevada 89138

 

Pamela L. Bing

5335 E. Shea Blvd, Unit 1078

Scottsdale, AZ 85254

 

ARTICLE SIX. The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid-up stock and no stock issued as fully paid up shall ever be assessable or assessed.

 

ARTICLE SEVEN. [INCORPORATOR] Article Seven has been deleted.

 

ARTICLE EIGHT. The period of existence of the corporation shall be perpetual.

 

 

ARTICLE NINE. The initial By-laws of the corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

 

ARTICLE TEN. Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation. Special meetings of the stockholders may be called by the President or any other executive officer of the corporation, the Board of Directors, or any member thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

 

ARTICLE ELEVEN. No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.

 

ARTICLE TWELVE. No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

 

ARTICLE THIRTEEN. TRANSACTIONS WITH STOCKHOLDERS

A.       Control Share Acquisition Exemption

 

(a)       The Corporation elects not to be governed by the control share acquisition provisions of Nevada law, namely Sections 78.378 through 78.3793 of the Nevada Revised Statutes.

 

B.        Combinations With Interested Stockholders

 

(a)       The Corporation elects not to be governed by the provisions of Section 78.411 through Section 78.444 of the Nevada Revised Statutes.

 

 

(a)     The Corporation elects not to be governed by the provisions of Section 78.411 through Section 78.444 of the Nevada Revised Statutes.

 

IN WITNESS WHEREOF, the undersigned officer has hereunto affixed his signature this 14th day of December 2018.

 

	Jeffrey Mallmes, Chairman and President