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Laser Photonics Corp. – ‘10-K’ for 12/31/20 – ‘EX-3.1’

On: Friday, 3/26/21, at 4:33pm ET · For: 12/31/20 · Accession #: 1654954-21-3360 · File #: 0-56166

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/21  Laser Photonics Corp.             10-K       12/31/20   46:3.3M                                   Blueprint/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    561K 
 2: EX-3.1      Articles of Incorporation / Bylaws                  HTML     27K 
 3: EX-3.2      Bylaws of the Registrant                            HTML    102K 
 4: EX-14.1     Code of Ethics                                      HTML     19K 
 5: EX-31.1     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     20K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 6: EX-31.2     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     20K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 7: EX-32.1     Certificate Pursuant to Section 18 U.S.C. Pursuant  HTML     18K 
                to Section 906 of the Sarbanes-Oxley Act of 2002                 
14: R1          Document and Entity Information                     HTML     55K 
15: R2          Balance Sheet                                       HTML     96K 
16: R3          Statements of Profit and Loss                       HTML     57K 
17: R4          Statements of Cash Flows                            HTML     81K 
18: R5          Statements of Shareholders' Equity                  HTML     37K 
19: R6          Organization and Basis of Presentation              HTML     23K 
20: R7          Summary of Significant Accounting Policies          HTML     96K 
21: R8          Related Party Transactions                          HTML     23K 
22: R9          Stockholders' Equity/Deficit                        HTML     18K 
23: R10         Commitments and Contingencies                       HTML     18K 
24: R11         Advances                                            HTML     17K 
25: R12         Subsequent Events                                   HTML     19K 
26: R13         Selected Quarterly Financial Data (Unaudited)       HTML     30K 
27: R14         Summary of Significant Accounting Policies          HTML    144K 
                (Policies)                                                       
28: R15         Summary of Significant Accounting Policies          HTML     71K 
                (Tables)                                                         
29: R16         Selected Quarterly Financial Data (Unaudited)       HTML     30K 
                (Tables)                                                         
30: R17         Summary of Significant Accounting Policies          HTML     25K 
                (Details)                                                        
31: R18         Summary of Significant Accounting Policies          HTML     21K 
                (Details 1)                                                      
32: R19         Summary of Significant Accounting Policies          HTML     27K 
                (Details 2)                                                      
33: R20         Summary of Significant Accounting Policies          HTML     21K 
                (Details 3)                                                      
34: R21         Summary of Significant Accounting Policies          HTML     32K 
                (Details 4)                                                      
35: R22         Summary of Significant Accounting Policies          HTML     33K 
                (Details 5)                                                      
36: R23         Summary of Significant Accounting Policies          HTML     37K 
                (Details 6)                                                      
37: R24         Summary of Significant Accounting Policies          HTML     26K 
                (Details 7)                                                      
38: R25         Summary of Significant Accounting Policies          HTML     22K 
                (Details 8)                                                      
39: R26         Summary of Significant Accounting Policies          HTML     23K 
                (Details 9)                                                      
40: R27         Summary of Significant Accounting Policies          HTML     70K 
                (Details Narrative)                                              
41: R28         Related Party Transactions (Details Narrative)      HTML     17K 
42: R29         Stockholders' Equity/Deficit (Details Narrative)    HTML     19K 
43: R30         Selected Quarterly Financial Data (Unaudited)       HTML     50K 
                (Details)                                                        
45: XML         IDEA XML File -- Filing Summary                      XML     74K 
44: EXCEL       IDEA Workbook of Financial Reports                  XLSX     56K 
 8: EX-101.INS  XBRL Instance -- laser-20201231                      XML    511K 
10: EX-101.CAL  XBRL Calculations -- laser-20201231_cal              XML    113K 
11: EX-101.DEF  XBRL Definitions -- laser-20201231_def               XML    149K 
12: EX-101.LAB  XBRL Labels -- laser-20201231_lab                    XML    383K 
13: EX-101.PRE  XBRL Presentations -- laser-20201231_pre             XML    342K 
 9: EX-101.SCH  XBRL Schema -- laser-20201231                        XSD     73K 
46: ZIP         XBRL Zipped Folder -- 0001654954-21-003360-xbrl      Zip     70K

‘EX-3.1’ — Articles of Incorporation / Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

laser_ex3-1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

LASER PHOTONICS CORPORATION

**************

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST. The name of the Corporation is Laser Photonics Corporation.

SECOND. The registered office of the Corporation is to be located at 1013 Centre Road, Suite 403-B in the City of Wilmington in the County of New Castle, in the State of Delaware 19805. The name of its registered agent at that address is Vcorp Services, LLC.

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

FOURTH. The aggregate number of shares which the Corporation shall have authority to issue is 110,000,000 shares of which 100,000,000 shall be Common Stock, $.001 par value per share, and 10,000,000 shall be “blank check” preferred stock, par value $.001 per share. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

FIFTH. The name and address of the Incorporator are as follows:

NAME	ADDRESS
Ernest M. Stern	c/o Culhane Meadows PLLC 1101 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20004

-1-

SIXTH. The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.

(1) The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the bylaws so provide.

(2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the bylaws of the Corporation; to fix and vary the amount of capital to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens on all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(3) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such contract or act, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, to the provisions of this Certificate, and to the provisions of any bylaws from time to time made by the stockholders or by the Board of Directors; provided, however, that no bylaws so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

SEVENTH. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

-2-

NINTH. The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. No amendment to or repeal of this ARTICLE NINTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

TENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of March, 2021.

/s/ Ernest M. Stern

Ernest M. Stern, Incorporator

-3-

3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/29/20  Laser Photonics Corp.             10-12G/A               2:789K                                   Toppan Merrill/FA
 6/23/20  Laser Photonics Corp.             10-12G/A               2:816K                                   Toppan Merrill/FA
 4/30/20  Laser Photonics Corp.             10-12G                 7:1.5M                                   Toppan Merrill/FA

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Filing Submission 0001654954-21-003360 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Laser Photonics Corp. – ‘10-K’ for 12/31/20 – ‘EX-3.1’

On: Friday, 3/26/21, at 4:33pm ET · For: 12/31/20 · Accession #: 1654954-21-3360 · File #: 0-56166

Previous ‘10-K’: None · Next: ‘10-K’ on 4/1/22 for 12/31/21 · Latest: ‘10-K’ on 4/19/24 for 12/31/23 · 3 References: To: Laser Photonics Corp. – ‘10-12G/A’ on 7/29/20 To: Laser Photonics Corp. – ‘10-12G/A’ on 6/23/20 To: Laser Photonics Corp. – ‘10-12G’ on 4/30/20

Annual Report — Form 10-KFiling Table of Contents

‘EX-3.1’ — Articles of Incorporation / Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

3 Previous Filings that this Filing References

Previous ‘10-K’: None · Next: ‘10-K’ on 4/1/22 for 12/31/21 · Latest: ‘10-K’ on 4/19/24 for 12/31/23 · 3 References:

Annual Report — Form 10-K
Filing Table of Contents