Exhibit 3.1
ARTICLES OF INCORPORATION
JUBILEE TRADING, INC
The undersigned proposes to form a corporation under the laws of the State of Nevada, relating to private corporations and to that end hereby adopts articles of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation isJUBILEE TRADING, INC.
ARTICLE TWO
LOCATION
The principle office of this corporation is to be at 3305 WEST SPRING MOUNTAIN ROAD, SUITE #60-A, LAS VEGAS, NEVADA, 89102.
ARTICLE THREE
PURPOSE
This corporation is authorized to carry on any lawful business or enterprise.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is 25,000 SHARES AT NO PAR VALUE. Such shares are non-assessable.
ARTICLE FIVE
DIRECTORS
The members of the governing board of this corporation shall be styled directors. The name and address of the member of the first board of directors is: GAYLE A GRANVILLE, c/o CHASE PUBLICATIONS, INC. 3305 WEST SPRING MOUNTAIN ROAD, #60-A, LAS VEGAS, NEVADA, 89102.
Directors shall have no personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director. This provision does not eliminate or limit the liability of a director for acts or omissions which involve intentional misconduct, fraud or knowing violation of law or the payment of dividends in violation of NRS 78.300.
ARTICLE SIX
INCORPORATOR
The name and address of the incorporator is GAYLE A GRANVILLE, c/o CHASE PUBLICATIONS, INC., 3305 WEST SPRING MOUNTAIN ROAD, SUITE #60-A, LAS VEGAS, NEVADA, 89102
ARTICLE SEVEN
PERIOD OF EXISTENCE
The period of existence of this corporation shall be perpetual.
ARTICLE EIGHT
AMENDMENT OF ARTICLES OF INCORPORATION
The articles of incorporation of the corporation may be amended from time to time by a majority vote of all shareholders voting by written ballot in person or by proxy held at any general or special meeting of shareholders upon lawful notice.
ARTICLE NINE
STATUTORY RESIDENT AGENT
The corporation does hereby name, constitute and appoint as its statutory resident agent within the State of Nevada for receipt of process of any other lawful purpose, CHASE PUBLICATIONS, INC., 3305 WEST SPRING MOUNTAIN ROAD, SUITE #60-A, LAS VEGAS, NEVADA, 89102. The resident agent’s telephone number is (800) 686-8626. This appointment of resident agent shall be continuous unless otherwise changed by the Board of Directors of the corporation acting pursuant to the laws of the State of Nevada.
ARTICLE TEN
VOTING OF SHARES
In any election participated in by the shareholders, each shareholder shall have one vote for each share of stock he owns, either in person or by proxy as provided by law. Cumulative voting shall not prevail in any election by the shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, GAYLE A. GRANVILLE, for the purposes of forming a corporation under the laws of the State of Nevada, does make, file and record these articles, and certificates that the facts herein stated are true, and I have accordingly hereunto set my hand this 1ST DAY OF APRIL 1996.
INCORPORATOR:
/s/ Gayle A Granville
Gayle A Granville
2
STATE OF NEVADA
COUNTY OF RIVERSIDE
Personally appeared GAYLE A GRANVILLE, before me, a notary public, and executed the above instrument.
SEAL
/s/ Janice E. Marshall
SIGNATURE OF NOTARY
Notary stamp or seal
Date 04-01-96
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
CHASE PUBLICATIONS, INC., Hereby certifies that on APRIL 1ST, 1996 we accepted appointment as RESIDENT AGENT for JUBILEE TRADING, INC., in accordance with Sec 78.090, NRS 1957.
Furthermore, that the principal office of this state is located at 3305 WEST SPRING MOUNTAIN ROAD, SUITE #60-A, LAS VEGAS, NEVADA, 89102.
IN WITNESS WHEREOF, I have hereunto set my hand this_____ of APRIL 1996
/s/ Larry Termohler
LARRY TERMOHLER
3
SEAL | DEAN HELLER Secretary of State 202 North Carson Street Carson City Nevada 89701-4299 (775) 684 5708 | Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) |
| FILED# C7471-96 MAR 20 2002 IN THE OFFICE OF /s/ Dean Heller DEAN HELLER SECRETARY OF STATE |
Important: Read attached instructions before completing for.
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
-Remit in Duplicate-
1.
Name of corporation:JULBLEE TRADING, INC.______________________
__________________________________________________________________
2.
The articles have been amended as follows (provide article numbers, if available):
Article One: The name has been changed to: Porfavor, Corp.
Article Two: The principal office is 5630 West Manchester Blvd, Los Angeles, CA 90045
Articles Four: The authorized shares in the Corporation is changed from 25,000 (twenty five thousand) with no par value to 50,000,000 (fifty million) with a par value of .001
Article Five: The members of the governing board shall be styled as 3 (three) Directors.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at 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: 100%
4.
Officer Signature (Required):
/s/ Al Hernandez
*lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.
