Freestone
Resources, Inc. Articles of Incorporation
  Known by
all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation for the
transaction of business and the promotion and conduct of the objects and
purposes hereinafter stated, under and pursuant to the provisions of Nevada
Revised Statutes 78.010 to 78.090 inclusive as amended and do state and certify
that the articles of incorporation are as follows:
  First:
Name
  The name
of the corporation is Freestone Resources, Inc. (The “Corporation”)
  Second:
Registered Office and Agent
  The
address of the principal office of the corporation in thee State of Nevada is
3155 East Patrick Lane Ste. 1, Las Vegas, NV 89120-3481, County of
Clark.  The name and address of the corporation’s Registered Agent in
the State of Nevada is Incorp Services, Inc., at said address, until such time
as another agent is duly authorized and appointed by the
corporation.
  Third:
Purpose and Business
  The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may no hereafter be organized under the Nevada Revised Statues of
the State of Nevada, including, but no limited to the following:
  (a)
              The
      Corporation may at any time exercise such rights, privileges, and powers,
      when no inconsistent with the purposes and object of which this
      corporation is organized;
  (b)
              The
      Corporation shall have power to have succession by its corporate name in
      perpetuity, or until dissolved and its affairs wound up according to
      law;
  (c)
              The
      Corporation shall have power to sue and be sued in any court law or
      equity;
  (d)
              The
      Corporation shall have power to make
contracts;
  (e)
              The
      Corporation shall have power to hold, purchase and convey real and
      personal estate and to mortgage or lease any such real and personal estate
      with its franchises.  The power to hold real and personal estate
      shall include the power to take the same by devise or bequest in the State
      of Nevada, or in any other state, territory or
  country;
   
   (f)
              The
      corporation shall have power to appoint such officers and agents as the
      affairs of the Corporation shall requite and allow them suitable
      compensation;
  (g)
              The
      Corporation shall have power to make bylaws not inconsistent with the
      constitution or laws of the United States, or the State of Nevada, for the
      management, regulation and government of its affairs and property, the
      transfer of its stock, the transaction of its business and the calling and
      holding of meetings of
stockholders;
  (h)
              The
      Corporation shall have the power to wind up and dissolve itself, or be
      wound up or dissolved;
  (i)
              The
      Corporation shall have the power to adopt and use a common seal or stamp,
      or to not use such seal or stamp and if one is used, to alter the
      same.  The use of a seal or stamp by the corporation on any
      corporate documents is not necessary.  The Corporation my use a
      seal or stamp, if it desires but such non-use shall not in any way affect
      the legality of the document;
  (j)
              The
      Corporation shall have the power to borrow money and contract debts when
      necessary for the transaction of its business, or for the exercise of its
      corporate rights, privileges or franchises, or for any other lawful
      purpose of its incorporation; to issue bonds, promissory notes, bills of
      exchange, debentures and other obligations and evidence of indebtedness,
      payable at a specified time or times, or payable upon the happening of a
      specified event or events, whether secured by mortgage, pledge or
      otherwise, or unsecured, for money borrowed, or in payment for property
      purchased, or acquired, or for another lawful
  object;
  (k)
              The
      Corporation shall have the power to guarantee, purchase, hold, sell,
      assign, transfer, mortgage, pledge or otherwise dispose of the shares of
      the capital stock of, or any bonds, securities or evidence in indebtedness
      created by any other corporation or corporations in the State of Nevada,
      or any other state or government and, while the owner of such stock,
      bonds, securities or evidence of indebtedness to exercise all the rights,
      powers and privileges of ownership, including the right to vote, if
      any;
    
   (l)
              The
      Corporation shall have the power to purchase, hold, sell and transfer
      shares of its own capital stock and use therefore its capital, capital
      surplus or other property or fund;
  (m)
              The
      Corporation shall have the power to conduct business, have one or more
      offices and hold, purchase, mortgage and convey real and personal property
      in the State of Nevada and in any of the several states, territories,
      possessions and dependencies of the United States, the District of
      Columbia and in any foreign
country;
  (n)
              The
      Corporation shall have the power to do all and everything necessary and
      proper for the accomplishment of the objects thereof, or necessary or
      incidental to the protection, or any amendments thereof, or necessary or
      incidental to the protection and benefit of the Corporation and, in
      general, to carry on any lawful business necessary or incidental to the
      attainment of the purposes of the Corporation, whether or not such
      business is similar in nature to the purposes set forth in the articles of
      incorporation of the Corporation, or any amendment
  thereof;
  (o)
              The
      Corporation shall have the power to make donations for the public welfare
      or for charitable, scientific or educational
  purposes;
  (p)
              The
      Corporation shall have the power to enter partnerships, general or
      limited, or joint ventures, in connection with any lawful
      activities
  Fourth:
Capital Stock
  1. Classes and Number of
Shares. The total number of shares of all classes of stock, which the
corporation shall have authority to issue is One-Hundred-Million (100,000,000),
consisting of One-Hundred-Million (100,000,000) shares of Common Stock with a
par value of $0.001 per share (The “Common Stock”)
    
   2. Powers and Rights of Common
Stock.
  (a)
      Preemptive
      Right: No shareholders of the Corporation holding common stock
      shall have any preemptive or other right to subscribe for any additional
      un-issued treasury shares of stock or for the other securities of any
      class, or for rights, warrants or options to purchase stock, or for scrip,
      or for securities of any kind convertible into stock or carrying stock
      purchase warrants or privileges unless authorized by the
      Corporation;
  (b)
      Voting Rights
      and Powers: With respect to all matters upon which stockholders are
      entitled to vote or to which stockholders are entitled to give consent,
      the holders of the outstanding shares of Common Stock shall be entitled to
      cast thereon one (1) vote in person or by proxy for each share of Common
      Stock standing in his/her name;
  (c)
      Dividends and
      Distributions
  (i)
      Cash
      Dividends: Holders of Common Stock shall be entitled to receive
      such cash dividends as may be declared thereon by the Board of Directors
      from time to time out of assets of funds of the Corporation legally
      available therefor;
  (ii)
      Other Dividends
      and Distributions: The Board of Directors may issue shares of the
      Common Stock in the form of a distribution or distributions pursuant to a
      stock dividend or split-up of the shares of Common
  Stock;
  (iii)
      Other
      Rights: Except as otherwise required by the Nevada Revised Statues
      and as may otherwise be provided in these Articles of Incorporation, each
      share of the Common Stock shall have identical powers, preferences and
      rights, including rights in
liquidation;
  3. Issuance of the Common
Stock: The Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the Common Stock
herein authorized in accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to such persons,
corporations, or entities, for such consideration all as the Board of Directors
in its discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law.  The Board of
Directors, from time to time, also may authorize, by resolution, options
warrants and other rights convertible into Common Stock
(“Securities”).  The securities must be issued for such consideration,
including cash, property, or services, as the Board or Directors may deem
appropriate, subject to the requirement that the value of such consideration be
no less than the par value of the shares issued.  Any shares issued
for which the consideration so fixed has been paid or delivered shall be fully
paid stock and the holder of such shares shall not be liable for any further
call or assessment or any other payment thereon provided that the actual value
of such consideration is not less than the par value of the shares so
issued.  The Board of Directors may issue shares of the Common Stock
in the form of a distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
    
   4. Cumulative Voting:
Except as otherwise required by applicable law, there shall be no cumulative
voting on any matter brought to a vote of stockholders of the
Corporation.
  Fifth:
Adoption of Bylaws
  In the
furtherance an not in limitation of the powers conferred by statute and subject
to Article Sixth hereof, the Board of Directors is expressly authorized to
adopt, repeal , rescind, alter or amend in any respect the Bylaws of the
Corporation (“Bylaws”).
  Sixth:
Shareholder Amendment of Bylaws
  Notwithstanding
Article Fifth hereof, the bylaws may also be adopted, repealed, rescinded,
altered or amended in any respect by the stockholders of the Corporation, but
only by the affirmative vote of the holders of not less than Fifty-Percent (50%)
of the voting power of all outstanding shares of voting stock, regardless of
class and voting together as a single voting class.
  Seventh:
Board of Directors
  The
business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors.  Except as may otherwise be
provided pursuant to Section 4 or Article Fourth hereof in connection with
rights to elect additional directors under specified circumstances, the exact
number of directors of the Corporation shall be determined from time to time by
a bylaw amendment thereto, providing that the number of directors shall not be
reduced to less than one (1). The director holding office at the time of the
filing of these Articles of Incorporation shall continue as director until the
next annual meeting and/or until their successors are duly chosen.
    
   Eighth:
Term of Board of Directors
  Except as
otherwise required by applicable law, each director shall serve for a term of
one year ending on the date of subsequent Annual Meeting of Stockholders of the
Corporation (the “Annual Meeting”) following the Annual Meeting at which such
director was elected.  All directors shall have equal
standing.
  Not
withstanding the foregoing provisions of this Article Eighth each director shall
serve until their successor is elected and qualified or until their death,
resignation or removal; no decrease in the authorized number of directors shall
shorten the term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Fourth hereof in connection with rights to
elect such additional directors under specified circumstances, shall not be
included in any class, but shall serve for such term or terms and pursuant to
such other provisions as are specified in the resolution of the Board of
Directors establishing such class or series.
  Ninth:
Vacancies on Board of Directors
  Except as
may otherwise be provided pursuant to Section 4 of Article Fourth hereof in
connection with rights to elect additional directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors resulting from
death, resignation, removal, or other causes, shall be filled solely by the
quorum of the Board of Directors.  Any directors elected in accordance
with the preceding sentence shall hold office for the remainder of the full term
of directors in which the new directorship was created or the vacancy occurred
and until such director’s successor shall have been elected and qualified or
until such director’s death, resignation or removal, whichever occurs
first.
  Tenth:
Removal of Directors
  Except as
may otherwise be provided pursuant to Section 4 or Article Fourth hereof in
connection with rights to elect additional directors under specified
circumstances, any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than Fifty-Percent (50%) of
the voting power of all outstanding shares of voting stock entitled to vote in
connection with the election of such director, provided, however, that where
such removal is approved by a majority of the Directors, the affirmative vote of
a majority of the voting power of all outstanding shares of voting stock
entitled to vote in connection with the election of such director shall be
required for approval of such removal.  Failure of an incumbent
director to be nominated to serve an additional term of office shall not be
deemed a removal from office requiring any stockholder vote.
    
   Eleventh:
Stockholder Action
  Any
action required or permitted to be taken by the stockholders of the Corporation
must be effective at a duly called Annual Meeting or at a special meeting of
stockholders of the Corporation, unless such action requiring or permitting
stockholder approval is approved by a  majority of Directors, in which
case such action may be authorized or taken by the written consent of the
holders of outstanding shares of Voting Stock having not less than the minimum
voting power that would be necessary to authorize or take such action at a
meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law these
Articles have been satisfied.
  Twelfth:
Special Stockholder Meeting
  Special
meetings of the stockholders of the Corporation for any purpose or purposes may
be called at any time by a majority of the Board of Directors or by the Chairman
of the Board or the President.  Special meeting may not be called by
any other person or persons.  Each special meeting shall be held at
such date and time as is requested by the person or persons calling the meeting,
within the limits fixed by law.
  Thirteenth:
Location of Stockholder Meetings
  Meetings
of stockholders of the Corporation may be held within or without the State of
Nevada, as the Bylaws may provide.  The books of the Corporation may
be kept (subject to any provision of the Nevada Revised Statutes) outside 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 Bylaws.
  Fourteenth:
Private Property of Stockholders
  The
private property of stockholders shall not be subject to the payment of
corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation’s debt.
    
   Fifteenth:
Stockholder Appraisal Rights in Business Combinations
  To the
maximum extent permissible under the Nevada Revised Statutes of the State of
Nevada, the stockholders of the Corporation shall be entitled to the statutory
appraisal rights provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or affiliate or associate of any
stockholder), which required the affirmative vote of the Corporation’s
stockholders.
  Sixteenth:
Other Amendments
  The
Corporation reserves the right to adopt, repeal, rescind, alter or amend in any
respect any provision contained in these Articles or Incorporation in the manner
now or hereafter prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
  Seventeenth:
Term of Existence
  The
Corporation is to have perpetual existence.
  Eighteenth:
Liability of Directors
  No
director of the Corporation shall have personal liability to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director or officers involving any act or omission of any such director or
officer.  The foregoing provision shall not eliminate or limit the
liability of a director (i) for any breach of the director’s duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a knowing violation of the
law, (iii) under applicable Sections of the Nevada Revised Statues, (iv) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director derived an improper
personal benefit.  Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
    
   Nineteenth:
Name and Address of current Director(s) and Incorporator
  The names
and addresses of the incorporators of the Corporation and the first Directors of
the Board of Directors of the Corporation which shall be one (1) number is as
follows: