EXHIBIT B
CERTIFICATE OF INCORPORATION,
FILED JANUARY 12, 2006
N. Y. S. DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231-0001
FILING RECEIPT
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ENTITY NAME: ABALONE, INC.
DOCUMENT TYPE: INCORPORATION (DOM. BUSINESS} COUNTY: NEWY
SERVICE COMPANY: HUBCO SERVICE CODE: 29 *
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FILED:0l/12/2006 DURATION:PERPETUAL CASH#:060112000983 FILM #:060112000916
ADDRESS FOR PROCESS EXIST DATE
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THE CORPORATION 01/12/2006
HARRY ABRAMS
230 PARK AVENUE SUITE 648
NEW YORK, NY 10169
REGISTERED AGENT
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STOCK: 20000000 PV .0001000
(SEAL)
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FILER FEES 160.0O PAYMENTS 160.00
- ----- ---- --------
FILING 125.00 CASH 0.00
TAX 10.00 CHECK 0.00
HARRY ABRAMS & WILLIAM SCHMOCKER CERT 0.00 CHARGE 0.00
230 PARK AVENUE, SUITE 648 COPIES 0.00 DRAWDOWN 160.00
NEW YORK, NY 10169 HANDLING 25.00 OPAL 0.00
REFUND 0.00
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DOS-1025 (11/89)
B-1
CERTIFICATE OF INCORPORATION
OF
ABALONE, INC.
Under section 402 of the Business Corporation Law
FILER:
Harry Abrams & William Schmocker
230 Park Avenue, Suite 648
New York, NY 10169
B-2
CERTIFICATE OF INCORPORATION
OF
ABALONE, INC.
Under section 402 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the Corporation is:
ABALONE, INC.
(2) The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized pursuant to the Business
Corporation Law of the State of New York. The Corporation is not to engage in
any act or activity required any consents of approvals by law without such
consent or approval first being obtained.
For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the Corporation shall have, and may exercise, all of the powers
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.
(3) The number of shares which the Corporation shall have the authority to
issue is 20,000,000 Common Shares at .0001 par value.
(4) The Corporation is to be located in the County of New York, State of
New York.
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(5) The Secretary of State is designated as agent of the Corporation upon
whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the Corporation
served upon him is:
ABALONE, INC.
Harry Abrams
230 Park Avenue, Suite 648
New York, Ny 10169
The Undersigned incorporator is of the age of eighteen years or older.
IN WITNESS WHEREOF, this certificate has been subscribed this 11th day of
January, 2006 by the undersigned who affirms that the statements made herein are
true under the penalities of prejury.
/s/ Bruce B. Hubbard
- ------------------------------------ 77 East John Street, Hicksville, NY 11801
Bruce B. Hubbard, Incorporator Address
President, Hubbard Inc.
d/b/a Hubco Incorporation Services
B-4
STATEMENT OF INCORPORATOR IN LIEU OF ORGANIZATION MEETING
OF
ABALONE, INC.
The certificate of incorporation of the above-named corporation having
been filed in the Office of the Secretary of State of the State of New York, the
undersigned, being the incorportor named in said certificate, does hereby state
that the following actions were taken on this day for the purpose or organizing
this corporation:
1. By-Laws for the regulation of the affairs of the corporation were adopted
by the undersigned incorporator and were ordered inserted in the minute
book immediately following the copy of the certificate of incorporation and
before this instrument.
2. The undersigned hereby resigns as incorporator of the corporation as of the
date set forth below:
The following are hereby elected as the director(s) of the corporation to
hold office until the first annual meeting of the corporation or until their
successors are elected and qualified:
HARRY ABRAMS
Dated: Upon filing date
/s/ Bruce B. Hubbard
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Bruce B. Hubbard
Incorporator
President, Hubbard Inc.
d/b/a/ Hubco Incorporation Service
B-5