**EXHIBIT 3.1**

 

ARTICLES OF INCORPORATION

 

OF

 

LONE MOOSE ADVENTURES, INC.

 

The undersigned natural person, acting as incorporator of the corporation under the Nevada Revised Statutes, adopts the following Articles of Incorporation for such corporation.

 

ARTICLE I

 

Name.  The name of the corporation is “Lone Moose Adventures, Inc.” (hereinafter, the “Corporation”).

 

ARTICLE II

 

Period of Duration.  The period of duration of the Corporation is perpetual.

 

ARTICLE III

 

Purposes and Powers.  The purpose for which the Corporation is organized is to engage in any and all lawful business.

 

ARTICLE IV

 

Capitalization.  The Corporation shall have the authority to issue 50,000,000 shares of common voting stock having a par value of one tenth of one cent ($0.001) per share.  All stock of the Corporation shall be of the same class and shall have the same rights and preferences.  Fully paid stock of the Corporation shall not be liable for further call or assessment.  The authorized shares shall be issued at the discretion of the Board of Directors of the Corporation.

 

ARTICLE V

 

Initial Resident Agent.  The initial resident agent of the Corporation shall be CSC Services of Nevada, Inc., and the street address and mailing address of the initial resident agent are:  502 East John Street, Carson City, Nevada 89706.

 

ARTICLE VI

 

Directors.  The Corporation shall be governed by a Board of Directors consisting of no less than one director.  The number of directors constituting the initial Board of Directors is two and the name and street address of the persons who shall serve as directors until their successors are elected and qualified are:

 

Chris Glover

1438 East 8850 South

Sandy, UT  84093

 

Michael Brown

569 Fox Point Lane, #39F

Salt Lake City, UT  84107

 

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ARTICLE VII

 

Incorporator.  The name and street address of the incorporator is:

 

Chris Glover

1438 East 8850 South

Sandy, UT  84093

 

ARTICLE VIII

 

Control Share Acquisitions.  The provisions of NRS 78.378 to 78.3793, inclusive, are not applicable to the Corporation.

 

ARTICLE IX

 

Indemnification of Directors and Executive Officers.  To the fullest extent allowed by law, the directors and executive officers of the Corporation shall be entitled to indemnification from the Corporation for acts and omissions taking place in connection with their activities in such capacities.

 

 
|   |   |   |   |   | /s/ Christopher B. Glover |
|--------|--------|--------|--------|--------|---------------------------|
|   |   |   |   |   | Chris Glover              |

 

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| STATE OF UTAH        )                                                        |   |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|--------|
|                    :ss |   |   |
| COUNTY OF SALT LAKE )                                                                                            |   |   |

 

On the 28th day of November, 2001, personally appeared before me Chris Glover, who duly acknowledged to me that he is the person who signed the foregoing instrument as incorporator; that he has read the foregoing instrument and knows the contents thereof; and that the contents thereof are true of his personal knowledge.

 

 
|   |   |   |   |   | /s/  L. Lynette Azarow |
|--------|--------|--------|--------|--------|-----------------------------|
|   |   |   |   |   | Notary Public               |

 

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**CERTIFICATEOF AMENDMENT**

**TO THEARTICLES OF INCORPORATION**

**OF**

**LONEMOOSE ADVENTURES, INC.**

 

Pursuant to Sections 78.385 and 78.390 of theNevada Revised Statutes, Lone Moose Adventures, Inc. (the “Corporation”) adoptsthe following Amendment to the Corporation’s Articles of Incorporation:

 

1:  Thename of the Corporation is Lone Moose Adventures, Inc.

 

2:  TheArticles of Incorporation have been amended as follows:

 

Article X (Added)

 

The Board of Directors shall have theauthority to change the name of the corporation without shareholder approval toa name that reflects the industry or business in which the corporation’sbusiness operations are conducted or to a name that will promote or conform toany principal product, technology or other asset of the corporation that theBoard of Directors, in its sole discretion, deems appropriate.

 

At the special meeting of stockholders heldMay 27, 2004, the stockholders also approved a reverse split of the corporation’soutstanding common stock on the basis of .6667 shares for each one share owned,such reverse split to be effective June 7, 2004.

 

3.  Thevote by which the stockholders holding shares in the corporation entitling themto exercise at least a majority of the voting power, or such greater proportionof the voting power as may be required in the case of a vote by classes orseries, or as may be required by the provisions of the articles ofincorporation in favor of the amendment is: 589,500

 

IN WITNESS WHEREOF, the undersigned hasexecuted this Certificate of Amendment to the Articles of Incorporationeffective May 27, 2004.

 

 
|   |   |   |   |   | /s/  Christopher B. Glover |
|--------|--------|--------|--------|--------|----------------------------|
|   |   |   |   |   | Christopher  B. Glover     |

 

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**CERTIFICATEOF AMENDMENT**

**TO THEARTICLES OF INCORPORATION**

**OF**

**LONEMOOSE ADVENTURES, INC.**

 

Pursuant to Sections 78.385 and 78.390 of theNevada Revised Statutes, Lone Moose Adventures, Inc. (the “Corporation”) adoptsthe following Amendment to the Corporation’s Articles of Incorporation:

 

1:  Thename of the Corporation is Lone Moose Adventures, Inc.

 

2:  TheArticles of Incorporation have been amended as follows:

 

Article I

 

The name of this corporation is SouthwestCasino Corporation

 

IN WITNESS WHEREOF, the undersigned hasexecuted this Certificate of Amendment to the Articles of Incorporationeffective July 22, 2004.

 

 
|   |   |   |   |   | /s/  Christopher B. Glover |
|--------|--------|--------|--------|--------|----------------------------|
|   |   |   |   |   | Christopher  B. Glover     |

 

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**CERTIFICATEOF AMENDMENT**

**TO THEARTICLES OF INCORPORATION**

**OF**

**SOUTHWESTCASINO CORPORATION**

 

Pursuant to Sections 78.385 and 78.390 of theNevada Revised Statutes, Southwest Casino Corporation (the “Corporation”)adopts the following Amendment to the Corporation’s Articles of Incorporation:

 

First: The name of the Corporation is Southwest Casino Corporation.

 

Second: The following amendment to the Corporation’s Articles of Incorporationhave been duly adopted by the Board of Directors and by a majority of theshareholders of the Corporation in the manner prescribed by applicable law:

 

(1) Article IV is hereby amended in its entirety to read as follows:

 

ARTICLE IV

 

Capitalization:

 

Common. The Corporation shall have the authority to issue 75,000,000 shares ofcommon voting stock having a par value of one tenth of one cent ($0.001) pershare.  All stock of the Corporationshall be of the same class and shall have the same rights and preferences.  Fully paid stock of the Corporation shall notbe liable for further call or assessment. The authorized shares shall be issued at the discretion of the Board ofDirectors of the Corporation.

 

Preferred. The Corporation shall have the authority to issue 30,000,000 shares ofundesignated preferred stock having a par value of one tenth of one cent($0.001) per share with such preferences and designations as determined by theBoard of Directors.

 

Third: The number of shares of the Corporation outstanding and entitled to voteat the time of the adoption of such amendment was 19,588,656.

 

Fourth: The number of shares voted for the authorization of preferred stock asdescribed in this amendment was 11,297,963 shares, and the number voted for theincrease in the number of shares of common stock was 11,686,954, therefore theCorporation received the affirmative vote of the majority of the outstandingshares of common stock.

 

IN WITNESS WHEREOF, the undersigned hasexecuted this Certificate of Amendment to the Articles of Incorporation on July14, 2005.

 

 
|   |   |   |   |   | /s/ Thomas  E. Fox                     |
|--------|--------|--------|--------|--------|----------------------------------------|
|   |   |   |   |   | Thomas E.  Fox                         |
|   |   |   |   |   | President  and Chief Financial Officer |

 

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**CERTIFICATEOF AMENDMENT**

**TO THEARTICLES OF INCORPORATION**

**OF**

**SOUTHWESTCASINO CORPORATION**

 

Pursuant to Sections 78.385 and 78.390 of theNevada Revised Statutes, Southwest Casino Corporation (the “Corporation”)adopts the following Amendment to the Corporation’s Articles of Incorporation:

 

First: The name of the corporation is Southwest Casino Corporation.

 

Second: The following amendment to the Corporation’s Articles of Incorporationhave been duly adopted by the Board of Directors and by a majority of theshareholders of the Corporation in the manner prescribed by applicable law:

 

A new Article XI is added inits entirety as follows:

 

ARTICLE XI

 

Obligations of CertainBeneficial Owners; Rights of Redemption.

 

1.                                       No Person may become a Beneficial Owner of 5percent or more of any class or series of the Corporation’s issued and outstandingCapital Stock unless that Person agrees in writing to:  (i) provide to the Corporation and all GamingAuthorities information regarding that Person, including without limitation,information regarding other gaming-related or non-gaming related activities ofthat Person and financial statements, including balance sheets and incomestatements, in the form and with any updates that may be requested by anyGaming Authority; (ii) respond to written or oral questions that may bepropounded by any Gaming Authority; (iii) provide fingerprints, photographs,tax returns and any other information that may be requested by any GamingAuthority; and (iv) consent to the performance of any background investigationthat may be required by any Gaming Authority, including without limitation, aninvestigation of any criminal record of such Person.

 

2.                                       Notwithstanding any other provisions of theseArticles, but subject to the provisions of any resolution of the Board ofDirectors creating any series of Preferred Stock or any other class of stockthat has a preference over Common Stock with regard to dividends or uponliquidation, outstanding shares of Capital Stock held by a Disqualified Holderare subject to redemption at any time by the Corporation by action of the Boardof Directors.  The terms and conditionsof any such redemption are as follows:

 

(A)                              the redemption price of the shares to beredeemed pursuant to this Article XI equals the Fair Market Value of theshares, as defined below, or such other redemption price as required by thestate or federal law under which the redemption is required;

 

(B)                                the redemption price of the shares may bepaid in cash, Redemption Securities or any combination of cash and RedemptionSecurities;

 

(C)                                if less than all the shares held byDisqualified Holders are to be redeemed, the shares to be redeemed shall beselected in a manner determined by the Board of

 

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Directors, which may include selection firstof the most recently purchased shares, selection by lot, or selection in anyother manner determined by the Board of Directors;

 

(D)                               the record holders of the shares selected tobe redeemed must be given at least 30 days written notice of the RedemptionDate (unless waived in writing by any such holder), provided, that theRedemption Date may be the date on which written notice is given to recordholders if the cash or Redemption Securities necessary to effect the redemptionhas been deposited in trust for the benefit of such record holders and subjectto immediate withdrawal by them upon surrender of the stock certificates fortheir shares to be redeemed;

 

(E)                                 from and after the Redemption Date or suchearlier date as mandated by pertinent state or federal law, any and all rightsof whatever nature that may be held by the Beneficial Owners of shares selectedfor redemption (including without limitation any rights to vote or participatein dividends declared on stock of the same class or series as such shares),cease and terminate and the Beneficial Owners are entitled only to receive the cashor Redemption Securities payable upon redemption; and

 

(F)                                 any other terms and conditions that the Boardof Directors determines.

 

3.                                       Definitions. Capitalized terms used in this Article XI have the following meanings:

 

“Affiliate” and “Associate” have the respective meanings ascribed tothese terms in Rule 12b-2 under the General Rules and Regulations under theSecurities Exchange Act of 1934, as amended (the “Act”).  The term “Registrant” as used in Rule 12b-2means the Corporation.

 

“Beneficial Owner” means any person who, singly or together with any ofthat person’s Affiliates or Associates, directly or indirectly, has “beneficialownership” of Capital Stock (as determined pursuant to Rule 13d-3 of the Act).

 

“Capital Stock” means any common stock, preferred stock, special stock,or any other class or series of stock of the Corporation.

 

“Disqualified Holder” means any Beneficial Owner of shares of CapitalStock (whether or not a Top Ten Stockholder and whether owning more or lessthan 5% of the then issued and outstanding Capital Stock) of the Corporation orany of its Subsidiaries, (a) who refuses upon request of the Board of Directorsor any Gaming Authority to provide the Corporation or any Gaming Authoritieswith any information regarding that Beneficial Owner of the nature described inSection 10.1 of these Articles of Incorporation, or (b) whose holding of sharesof Capital Stock may result or, when taken together with the holding of sharesof Capital Stock by any other Beneficial Holder, may result, in the judgment ofthe Board of Directors, in (i) the disapproval, modification, or non-renewal ofany contract under which the Corporation or any of its Subsidiaries has sole orshared authority to manage any gaming operations, or (ii) the disapproval,loss, modification, non-renewal or non-reinstatement of any license, franchise,approval or consent from any Gaming Authority or other governmental agency heldby the Corporation or any Subsidiary to conduct any portion of the business ofthe Corporation

 

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or any Subsidiary, which license, franchise, approval or consent isconditioned upon some or all of the holders of Capital Stock meeting certaincriteria.

 

“Fair Market Value” of a share of Capital Stock means the lesser of (i)the cash equivalent of that person’s investment in the Corporation or (ii) theCurrent Market Price as of the date of the finding of unsuitability, unlesssuch voting securities or other voting interests are transferred to a suitableperson (as determined by the Colorado Limited Gaming Commission if the ColoradoLimited Gaming Commission determined that person to be unsuitable) within 60days after the finding of unsuitability. For purposes of this Article XI, Current Market Price means the averageof the daily closing prices for the 20 consecutive trading days immediatelyproceeding the date of finding of unsuitability or the date the holder isdetermined to be a Disqualified Holder, as the case may be, or the closingprice on the date immediately preceding the date of finding of unsuitability orthe date the holder is determined to be a Disqualified Holder, as the case maybe, whichever is higher.  For the purposeof this definition, the closing price for each day is the last reported saleprice, regular way, in either case on the principal national securitiesexchange registered under the Securities Act of 1934, as amended, on which suchCapital Stock (on an as-converted basis, if necessary) is admitted to tradingor listed; or if not listed or admitted to trading on any national securitiesexchange, the closing price of such Capital Stock (on an as-converted basis, ifnecessary), or in case no reported sale takes place, the average of the closingbid and asked prices, on NASDAQ or any comparable system; or if such Capital Stock(on an as-converted basis, if necessary) is not listed or quoted on NASDAQ orany comparable system, the closing sale price, or in case no reported saletakes place, the average of the closing bid and asked prices, as furnished byany member of the National Association of Securities Dealers, Inc., selectedfrom time to time by the Corporation for this purpose.

 

“Gaming Authorities” means the National Indian Gaming Commission, orany other tribal, state or other governmental authority, foreign or domestic,regulating any form of gaming that has jurisdiction over the Corporation or itsSubsidiaries.

 

“Person” means any natural person, corporation, firm, partnership,association, government, governmental agency, or any other entity, whetheracting in an individual, fiduciary, or any other capacity.

 

“Redemption Date” means the date fixed by the Board of Directors forthe redemption of any shares of stock of the Corporation under this Article XI,Section 2.

 

“Redemption Securities” means any debt or equity securities of theCorporation, any Subsidiary of the Corporation, or any other corporation, orany combination of such debt or equity securities, that have terms andconditions approved by the Board of Directors and that, together with any cashto be paid as part of the redemption price, in the opinion of any nationallyrecognized investment banking firm selected by the Board of Directors (whichmay be a firm which provides other investment banking, brokerage or otherservice to the Corporation), has a value, at the time notice of redemption isgiven under Article XI, Section 2, at least equal to the Fair Market Value ofthe shares to be redeemed under Article XI, Section 2 (assuming, in the case ofpublicly-traded Redemption Securities that such Redemption Securities werefully distributed and subject only to normal trading activity).

 

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“Subsidiary” means any company of which a majority of any class ofequity security is beneficially owned by the Corporation.

 

4.                                       Colorado Provisions.  To the extent the Corporation has gamingoperations in the State of Colorado, the Corporation shall not issue any votingsecurities or other voting interests except in accordance with the provisionsof the Colorado Limited Gaming Act and the regulations promulgated under theColorado Limited Gaming Act.  Theissuance of any voting securities or other voting interests in violation of theColorado Limited Gaming Act and accompanying regulations shall be void and anyvoting securities or other voting interests so issued shall be deemed not to beissued and outstanding until (a) the Corporation ceases to be subject to thejurisdiction of the Colorado Limited Gaming Control Commission, or (b) theColorado Limited Gaming Control Commission, by affirmative action, validatesthat issuance or waives any defect in that issuance.

 

No voting securities or other votinginterests issued by the Corporation and no interest, claim or charge therein orthereto may be transferred except in accordance with the provisions of theColorado Limited Gaming Act and the regulations promulgated thereunder.  Any transfer in violation of the ColoradoLimited Gaming Act and accompanying regulations is void until (a) theCorporation ceases to be subject to the jurisdiction of the Colorado LimitedGaming Control Commission, or (b) the Colorado Limited Gaming ControlCommission, by affirmative action, validates that transfer or waives any defectin that transfer.

 

Notwithstanding the other provisions of thisArticle XI, if the Colorado Limited Gaming Control Commission at any timedetermines that a holder of voting securities or other voting interests of thisCorporation is unsuitable to hold such securities or other voting interests,then the issuer of such voting securities or other voting interests may, within60 days after the finding of unsuitability, purchase such voting securities orother voting interests of that unsuitable person at the lesser of (i) the cashequivalent of that person’s investment in the Corporation or (ii) the CurrentMarket Price as of the date of the finding of unsuitability unless such votingsecurities or other voting interests are transferred to a suitable person (asdetermined by the Commission) within 60 days after the finding ofunsuitability. Until such voting securities or other voting interests are ownedby persons found by the Commission to be suitable to own them, (a) theCorporation is not required or permitted to pay any dividend or interest withregard to the voting securities or other voting interests, (b) the holder ofsuch voting securities or other voting interests is not entitled to vote on anymatter as the holder of the voting securities or other voting interests, andsuch voting securities or other voting interests shall not for any purposes beincluded in the voting securities or other voting interests of the Corporationentitled to vote, and (c) the Corporation will not pay any remuneration in anyform to the holder of the voting securities or other voting interests except inexchange for such voting securities or other voting interests as provided inthis paragraph.

 

Third: The number of shares of the Corporation outstanding and entitled to voteat the time of the adoption of such amendment was 19,588,656.

 

Fourth: The number of shares voted for such amendment was 11,524,164 shares;therefore the Corporation received the affirmative vote of the majority of theoutstanding shares of common stock.

 

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IN WITNESS WHEREOF, the undersigned hasexecuted this Certificate of Amendment to the Articles of Incorporation on July14, 2005.

 

 
|   |  /s/ Thomas E. Fox                |
|--------|----------------------------------------|
|   | Thomas E. Fox                          |
|   | President and Chief  Financial Officer |

 

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