FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 02 1992
CHERYL A. LAU SECRETARY OF STATE
NO. 11876-92
ARTICLES OF INCORPORATION
OF
SUNNYSIDE ACRES MOBILE ESTATES
FIRST. The name of the corporation is:
SUNNYSIDE ACRES MOBILE ESTATES
SECOND. Its registered office in the State of Nevada is located at 2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
(C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) 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.
(G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of 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 its stockholders.
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(I) Shall have power to wind up and dissolve itself, or be wound up or dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K) Shall have 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 evidences 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 any other lawful object.
(L) Shall have 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 evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or fund.
(N) Shall have 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 any foreign countries.
(0) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on a lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities.
FOURTH. That the total number of voting common stock authorized that may be issued by the Corporation is TWENTY-FIVE THOUSAND (25,000) shares of stock without nominal or par value and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be one (1) in number and listed as follows:
| NAME | POST OFFICE ADDRESS |
| Irma D. Butler | 2533 North Carson Street |
| Carson City, Nevada 89706 |
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SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
| NAME | POST OFFICE ADDRESS |
| Irma D. Butler | 2533 North Carson Street |
| Carson City, Nevada 89706 |
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation
To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board Directors to such persons and on such terms as in its discretion it shall deem advisable.
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TWELFTH. No director or officer of the Corporation shall personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective on1y, 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.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 26th, day of October, 1992.
/s/ Irma D. Butler
__________________
STATE OF NEVADA | ) | |
) SS: | ||
CARSON CITY | ) |
On this 26th day of October, 1992, in Carson City, Nevada, before me, the undersigned, a Notary Public in and for Carson City, State of Nevada, personally appeared:
Irma D. Butler
Known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same.
JANET A. FALLON
NOTARY PUBLIC-NEVADA
LYON COUNTY
MY APPT. EXPIRES OCT 4, 1994
/s/ Janet A. Fallon
_________________
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously named Corporation.
10/26/92 /s/ Irma D. Butler
________________________________
Date Service Coordinator
RECEIVED
OCT 26 1992
SECRETARY OF STATE
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 03 2000
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATTON
(After Issuance of Stock)
No. C11826-92
/s/ Dean Heller
DEAN HELLER,
SECRETARY OF STATE
SUNNYSIDE ACRES MOBILE ESTATES
Name of Corporation
We the undersigned BRIAN PIERSON, President
___________________________
President or Vice President
STACEY PIERSON, Secretary of SUNNYSIDE ACRES MOBILE ESTATES
____________________________ ______________________________
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened, held on the 29th day of June, 2000, adopted a resolution to amend the original articles as follows:
RESOLVED: That Article FOURTH of the Articles of Incorporation be amended to read in full as follows:
"FOURTH: That the total number of shares of stock which the Corporation shall have authority to issue is Twenty-Five Million (25,000,000). The par value of each of such shares is $.001. All such shares are one class and are shares of Common Stock. Upon the amendment of this Article to read as hereinabove set forth, each one (1) outstanding shares is split reconstituted and converted into one hundred (100) shares."
The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 21,000; that the said change(s) and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.
I declare under penalty of perjury that the foregoing is true and correct.
Executed this 29th day of June, 2000 at San Diego County, California.
/s/ Brian Pierson
BRIAN PIERSON
President
RECEIVED
JUL 03 2000
SECRETARY OF STATE
/s/ Stacey Pierson
STACEY PIERSON
Secretary
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Document Number
20100512722-12
Filing Date and Time
07/12/2010 4:20 PM
Entity Number
C11826-1992
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
| 1. | Name of corporation: |
Sunnyside Acres Mobile Estates
| 2. | The articles have been amended as follows: (provide article numbers, if available) |
Article FIRST of the Articles of Incorporation shall be amended to change the name of the corporation to:
“Sino-Bon Entertainment, Inc.”
Article FOURTH of the Articles of Incorporation shall be amended to increase the authorized capital of the corporation to 100,000,000 shares of common stock and to effect a 2-for-1 forward stock split.
Specifically, the Articles of Incorporation shall be amended as follows:
(See attached Certificate of Amendment)
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 53.4%
| 4. | Effective Date of filing: (optional) |
(must not be later than 90 days after the certificate is filed)
| 5. | Signature: (required) |
| /s/ Xiaowei (Simon) Song |
| Signature of Officer |
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CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
SUNNYSIDE ACRES MOBILE ESTATES
Article FIRST of the Articles of Incorporation of the Corporation shall be amended to read in full as follows:
“FIRST. The name of the corporation is:
Sino-Bon Entertainment, Inc.”
Article FOURTH of the Articles of Incorporation of the Corporation shall be amended to read in full as follows:
“FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Million (100,000,000). The par value of each of such shares is $.001. All such shares are one class and are shares of Common Stock. Upon the amendment of this Article to read as herein set forth, each one (1) outstanding share shall be split, reconstituted and converted into two (2) shares.”
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