Cytogenix Inc – ‘10SB12G/A’ on 7/19/00 – EX-3.1

On:  Wednesday, 7/19/00, at 5:07pm ET   ·   Accession #:  890566-0-1073   ·   File #:  0-26807

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          41    208K 
                          Small-Business Issuer                                  
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      2     10K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      2      8K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws      5     15K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws      9     37K 
 6: EX-10.1     Material Contract                                      8     28K 
 7: EX-10.2     Material Contract                                      9     33K 
 8: EX-10.3     Material Contract                                     25     78K 
 9: EX-10.4     Material Contract                                      9     30K 
10: EX-11.1     Statement re: Computation of Earnings Per Share        1      7K 
11: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1      9K 
12: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1      9K 

EX-3.1   —   Articles of Incorporation/Organization or By-Laws

EX-3.1
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                                                                     EXHIBIT 3.1

IN THE OFFICE OF THE
SECRTARY OF STATE OF THE
 STATE OF NEVADA

ARTICLES OF INCORPORATION                                                       
FEB 10 1995                       OF                                    
No. 2325-95                                                             

CRYOGENIC SOLUTIONS, INC.                                                       

DAN HELLER SEC. OF STATE                                                        

The name of this corporation is:                        

CRYOGENIC SOLUTIONS, INC. 

         SECOND: Its principal office in the State of Nevada is located at
  530 South Fourth Street, Las Vegas, Nevada, 89101. The name and address of
its resident agent is Corporation Service Company, at the above address.

         THIRD: The nature of the business or objects or purposes proposed
  may be organized under the General Corporation Law of the State of Nevada;

          To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Nevada.  

        FOURTH: The total authorized capital stock of the corporation is
Five Million (5,000,000) Shares With A Par Value of One Cent ($.O1).    

        FIFTH: The governing board of this corporation shall be known as
    directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this    
    corporation, provided that the number of directors shall not be reduced less
than one unless there is less than one stockholder.                     

The name and post office address of the first board of directors, which 
shall be one in number, is as follows:                                  

NAME                        POST OFFICE ADDRESS           
-------------               ---------------------------------       
Howard Turney               7115 West Tidwell Road, Suite 100       
     Houston, TX 77092

SIXTH: The capital stock, after the amount of the       

EX-3.1
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   subscription price, or par value, has been paid in, shall not be subject to
assessment to pay the debts of the corporation.                         

     SEVENTH: The name and post office address of the incorporator
signing the articles of incorporation is as follows:                    

NAME                     POST OFFICE ADDRESS              
-------------               -------------------------               
Lamont W. Jones             1013 Centre Road                        
        Wilmington, DE 19805

EIGHTH: The corporation is to have perpetual existence. 

           NINTH: In furtherance and not in limitation of the powers conferred
  by statute, the board of directors is expressly authorized, subject to the
 by-laws, if any, adopted by the shareholders, to make, alter or amend the
by-laws of the corporation.                                             

           TENTH: Meetings of stockholders may be held outside of the State of
    Nevada at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.                

      ELEVENTH: This corporation reserves the right to amend, alter,
  change or repeal any provision contained in the articles of incorporation,
in the manner now or hereafter prescribed, and all rights conferred upon
stockholders herein are granted subject to this reservation.            

         I, THE UNDERSIGNED, being the sole incorporator herein before named
    for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Nevada, do make and file these articles of          
   incorporation, hereby declaring and certifying that the facts herein stated
are true, and accordingly have hereunto set my hand this first day of   
February, A.D. 1995.                                                    

                               Lamont W. Jones, Incorporator