EXHIBIT 3 (a) Filed #22155-1988 September 21, 1998 In the office of Dean Heller Dean Heller Secretary of State ARTICLES OF INCORPORATION OF Oleramma, Inc. ---------------------------------------------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned, for the purpose of forming a corporation under and by virtue of the laws of the State of Nevada, do hereby adopt the following Articles of Incorporation. ARTICLE I The name of the corporation shall be OLERAMMA, INC., a Nevada corporation. ARTICLE II The principal placed of business of the corporation shall be in the County of Clark and in the State of Nevada, but the Board of Directors shall designate other places, either within or without the State of Nevada, where other offices may be established and maintained and where corporate business may be transacted. ARTICLE III The name and address of the incorporator is as follows: Rick Jesky 10801 E. Grove Street Apache Junction, AZ 85220 ARTICLE IV The purpose for which this corporation is organized is the transaction of any and all lawful business for which corporation may be incorporated under the laws of the State of Nevada, as they may be amended from time to time, and specifically, but not in limitation thereof, for the purpose of developing genetically engineered agricultural and cloning a variety of nursery crops. ARTICLE V There are no limitations of the powers of the corporation. ARTICLE VI The corporation shall have authority to issue twenty million shares of Common Stock at par value of $0.001 per share; and five million shares of Preferred Stock at a par value of $0.001. ARTICLE VII The holders of the Common Stock shall have preemptive rights as to the stock then and thereafter authorized to be issued, including Treasury Stock. ARTICLE VIII The corporation shall be managed by a Board of Directors whose duties and responsibilities are set forth in By-Laws to be adopted by the corporation. The corporation shall have not less than one, nor more than seven, Directors. The initial Board of Directors shall consist of Rick Jesky and Linda Pike, whose addresses are as follows: Rick Jesky 10801 E. Grove Street Apache Junction, AZ 89220 Linda Pike 6142 W. Harrison Chandler, AZ 85226 ARTICLE IX The name and address of the initial Statutory Agent of the corporation is: Denise Kalaso 1800 Tropical Breeze Las Vegas, NV 89117 ARTICLE X The Board of Directors of the corporation may from time to time distribute on a pro-rata basis to its shareholders out of the capital surplus of the corporation, a portion of its assets, in cash or property. ARTICLE XI The corporation shall indemnify any person who incurs expenses by reason of the fact that he or she is or was an officer, director, employee of agent of the corporation. This indemnification shall be mandatory on all circumstances in which indemnification is permitted by law. ARTICLE XII The corporation shall indemnify its directors and officers of the corporation from personal liability for lawful acts of the corporation as permitted by law. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 15 day of September, 1998. /s/ Rick Jesky - ------------------- Rick Jesky Incorporator STATE OF ARIZONA ) ) ss. County of Pinal ) The foregoing instrument was acknowledged before me this 20 day of September, 1998. My Commission Expires: January 26, 2001 /s/ Betty L. Kimball - ----------------------- Signature Notary Public Certificate of Acceptance of Appointment of Resident (Statutory) Agent: I, Denise Kalaso, hereby accept appointment as Resident Agent for the above named corporation. /s/ Denise Kalaso - ------------------------ Denise Kalaso Signature of Resident Agent September 21, 1998 State of Nevada Secretary of State I hereby certify that this is a true and complete copy of the document filed in this office. /s/ Dean Heller - ------------------------- Dean Heller, Secretary of State