Exhibit 3.1





ARTICLES
OF INCORPORATION OF SYNTEC BIOFUEL INC.





The
undersigned, for the purpose of forming a corporation under the Washington
Business Corporation Act, hereby adopts the following Articles of
Incorporation.





ARTICLE
I


The name
of the corporation is “Syntec Biofuel Inc.".





ARTICLE
II


2.1.     Authorized
Capital


The total
number of shares that this corporation is authorized to issue is 120,000,000,
consisting of 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 Common Stock is subject to the rights and preferences of the
Preferred Stock as set forth below.





2.2.     Issuance  Of  Preferred  Stock  By  Class  And  In  Series


The
Preferred Stock may be issued from time to time in one or more classes and one
or more series within such classes in any manner permitted by law and the
provisions of these Articles of Incorporation, as determined from time to time
by the Board of Directors and stated in the resolution or resolutions providing
for its issuance, prior to the issuance of any shares. The Board of Directors
shall have the authority to fix and determine and to amend the designation,
preferences, limitations and relative rights of the shares (including,
without limitation, such matters as dividends, redemption, liquidation,
conversion and voting) of any class or series that is wholly unmissed or to be
established. Unless otherwise specifically provided in the resolution
establishing any class or series, the Board of Directors shall further have the
authority, after the issuance of shares of a class or series whose number it has
designated, to amend the resolution establishing such class or series to
decrease the number of shares of that class or series, but not below the number
of shares of such class or series then outstanding.




ARTICLE
III


The
purpose of this corporation is to engage in any business, trade or activity that
may lawfully be conducted by a corporation organized under the Washington
Business Corporation Act and to engage in any and all such activities as are
incidental or conducive to the attainment of the foregoing purpose or
purposes.




ARTICLE
IV


No
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.




ARTICLE
V


The right
to cumulate votes in the election of Directors shall not exist with respect to
shares of stock of this corporation.




ARTICLE
VI


6.1.     Number
of Directors


The Board
of Directors shall be composed of not less than one or more than six Directors.
Except with respect to the initial Director, the specific number of Directors
shall be set by resolution of the Board of Directors or, if the Directors in
office constitute fewer than a quorum of the Board of Directors, by the
affirmative vote of a majority of all the Directors in office. The number of
Directors of this corporation may be increased or decreased from time to time in
the manner provided herein, but no decrease in the number of Directors shall
have the effect of shortening the term of any incumbent Director.





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6.2.     Classification of
Directors


The
Directors shall be divided into three classes, with each class to be as nearly
equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third class
shall expire at the third annual meeting after their election. At each annual
meeting after such classification, a number of Directors equal to the number of
the class whose term expires at the time of such meeting shall be elected to
hold office until the third succeeding annual meeting. Absent his or her death,
resignation or removal, a Director shall continue to serve despite the
expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of
Directors.





6.3.     Removal of
Directors


The
shareholders may remove one or more Directors with or without cause, but only at
a special meeting called for the purpose of removing the Director or Directors,
and the meeting notice must state that the purpose, or one of the purposes, of
the meeting is removal of the Director or Directors.





6.4.     Vacancies
on Board of Directors


If a
vacancy occurs on the Board of Directors, including a vacancy resulting from an
increase in the number of Directors, the Board of Directors may fill the
vacancy, or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the Directors in office. The shareholders may fill a vacancy
only if there are no Directors in office.





6.5.     Initial Board of
Directors


The
initial Board of Directors shall consist of one Director, who shall be in the
first class of Director.





ARTICLE
VII


This
corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the Washington Business Corporation Act, and the rights of the
shareholders of this corporation are granted subject to this
reservation.





ARTICLE
VIII


The Board
of Directors shall have the power to adopt, amend or repeal the Bylaws of this
corporation, subject to the power of the shareholders to amend or repeal such
Bylaws. The shareholders shall also have the power to amend or repeal the Bylaws
of this corporation and to adopt new Bylaws.





ARTICLE
IX


9.1.     Shareholder
Actions


Any
action required or permitted to be taken at a shareholders meeting may be taken
without a meeting or a vote if either:





(a) the
action is taken by written consent of all shareholders entitled to vote on the
action; or





(b) so
long as this corporation is not a public company, the action is taken by written
consent of shareholders holding of record, or otherwise entitled to vote, in the
aggregate not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
on the action were present and voted.


To the
extent that the Washington Business Corporation Act requires prior notice of any
such action to be given to nonconsenting or nonvoting shareholders, such notice
shall be made prior to the date on which the action becomes effective, as
required by the Washington Business Corporation Act. The form of the notice
shall be sufficient to apprise the nonconsenting or nonvoting shareholder of the
nature of the action to be effected, in a manner approved by the Directors of
this corporation or by the committee or officers to whom the Board of Directors
has delegated that responsibility.





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9.2.     Number of Votes Necessary to Approve
Actions


Whenever
the Washington Business Corporation Act permits a corporation's articles of
incorporation to specify that a lesser number of shares than would otherwise be
required shall suffice to approve an action by shareholders, these Articles of
Incorporation hereby specify that the number of shares required to approve such
an action shall be such lesser number.





9.3.     Special
Meetings of Shareholders


So long
as this corporation is a public company, special meetings of the shareholders of
the corporation for any purpose may be called at any time by the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office, but such special meetings may not be called by any other person or
persons.





9.4.     Quorum
for Meetings of Shareholders.


Except
with respect to any greater requirement contained in these Articles of
Incorporation or the Washington Business Corporation Act, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the Washington Business Corporation Act, are
entitled to vote and be counted collectively upon such matter, represented in
person or by proxy, shall constitute a quorum of such shares at a meeting of
shareholders.





ARTICLE
X


To the
full extent that the Washington Business Corporation Act, as it exists on the
date hereof or may hereafter be amended, permits the limitation or elimination
of the liability of Directors, a Director of this corporation shall not be
liable to this corporation or its shareholders for monetary damages for conduct
as a Director. Any amendments to or repeal of this Article X shall not adversely
affect any right or protection of a Director of this corporation for or with
respect to any acts or omissions of such Director occurring prior to such
amendment or repeal.





ARTICLE
XI


11.1.     Indemnification.


The
corporation shall indemnify its directors to the full extent permitted by the
Washington Business Corporation Act now or hereafter in force. However, such
indemnity shall not apply on account of: (a) acts or omissions of the director
finally adjudged to be intentional misconduct or a knowing violation of law; (b)
conduct of the director finally adjudged to be in violation of RCW 23B.08.310;
or (c) any transaction with respect to which it was finally adjudged that such
director personally received a benefit in money, property, or services to which
the director was not legally entitled. The corporation shall advance expenses
for such persons pursuant to the terms set forth in the Bylaws, or in a separate
Board resolution or contract.





11.2.     Authorization.


The Board
of Directors may take such action as is necessary to carry out these
indemnification and expense advancement provisions. It is expressly empowered to
adopt, approve, and amend from time to time such Bylaws, resolutions, contracts,
or further indemnification and expense advancement arrangements as may be
permitted by law, implementing these provisions. Such Bylaws, resolutions,
contracts or further arrangements shall include but not be limited to
implementing the manner in which determinations as to any indemnity or
advancement of expenses shall be made.





11.3.     Effect of
Amendment.


No
amendment or repeal of this Article shall apply to or have any effect on any
right to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal.





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ARTICLE
XII


The
street address of the registered office is Suite 206, 388 Drake Street,
Vancouver, British Columbia, CANADA V6B 6A8. The name of its registered agent is
CT Corporation, 520 Pike Street, Suite 2610, WA USA 98101





ARTICLE
XIII


These
amended Articles of Incorporation shall become effective upon
filing.











IN WITNESS WHEREOF, amended
Articles of Incorporation has been executed this 26th day of
July, 2006.





/s/Michael
Jackson




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