EXHIBIT 3.1
FILED
In the office of the
Secretary of State of the
State of Nevada
July 13, 1999
No. C 8120-88
/s/ Dean Heller
Dean Heller, Secretary of State
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ASIAN PACIFIC COMPANY, LTD.
The undersigned, being the President and Secretary of Asian Pacific Company,
Ltd., hereby declare that the original Articles of the corporation were filed
with the Secretary of State of the State of Nevada o October 10, 1988. Pursuant
to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on
June 24, 1999, the Shareholders of the corporation, representing a majority of
the of the voting power of company's Common Stock, unanimously voted for the
following amendment to the Articles of Incorporation:
ARTICLE IV
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The amount of the total authorized capital stock of the corporation shall be One
Hundred Thousand Dollars ($100,000), consisting of One Hundred Million
(100,000,000) shares of Common Stock, par value $.001 per share.
THE UNDERSIGNED, being the President and Secretary of Asian Pacific
Company, Ltd. hereby declare and certify that the facts herein stated are true
and, accordingly, have hereunto set their hands this 29th day of June 1999.
---- ----
By: /s/ SIMON TAM
-------------------------
Simon Tam, President
By: /s/ RONALD TAM
-------------------------
Ronald Tam, Secretary
PROVINCE OF BRITISH COLUMBIA )
)Ss;
COUNTRY OF CANADA )
On this 29th day of June, 1999, before me, a Notary Public, personally appeared
---- ----
Simon Tam and Roland Tam, personally known or proven to me to be the President
and Secretary, respectively, of Asian Pacific Company, Ltd. and that they
executed the above instrument.
Ralph Yetman
By: /s/ RALPH YETMAN Barrister & Solicitor
---------------- 2100-1066 West Hastings Street
Ralph Yetman Vancouver, B.C. V6E 3X2
Notary Public Telephone (604) 687-8080
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Received August 31, 1992
Secretary of State
CERTIFICATE OF AMENDMENT
TO ARTICLES
OF
CONNECTION CHINA TRADING CORPORATION
Pursuant to the applicable provisions of the Nevada Revised Statutes the
undersigned corporation adopts this Article of Amendment to its Articles of
Incorporation:
Amendment #1
ARTICLE I
The complete name of this corporation is; Connection China Trading Corporation.
Article I of the Articles of Incorporation as now filled is stricken in its
entirety, and the following Article I substitute therefor as if it had been a
part of the original Articles of Incorporation;
ARTICLE I
The complete name of this Corporation is; Asian Pacific Company, Ltd.
This amendment was submitted to the stockholders of this corporation for
approval in the manner provided by the Nevada Revised Statutes Section 78.385
and 78.390. Stockholders representing ownership in excess of fifty (50) percent
of the total number of shares issued an outstanding voted in favor of the
amendment, and, for the amendment to become effective upon the date said
amendment is filed in the office of the Secretary of the State of Nevada.
Dated: 08/24/92
By: /s/ CHARLES BOEGGEMAN By: /s/ ALBIN E. DANELL
-------------------- ------------------------
Charles Boeggeman Albin E. Danell, Esq
President Secretary
State of California )
County of Santa Clara )
On August 28, 1992, before me JUDY L. DANELL a Notary personally appeared
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Charles Y. Boeggeman personally known to me and Albin E. Danell personally known
to me and to be the persons who executed the within instrument a President and
Secretary of the corporation therein named and acknowledged to me that the
corporation therein named and acknowledged to me that the corporation executed
it.
Dated: August 28, 1992 By: /s/ JUDY L. DANELL
--------------- ----------------------------
Official Seal Judy L. Danell
Judy L Danell Notary Public
Notary Public California
Santa Clara County
My Comm. Expires September 15, 1995
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PAGE>
FILED FILING FEE: 75.00
In the office of the BY: SWISS PACIFIC GROUP
Secretary of State of the 111 W. DYER RD., STE D
State of Nevada SANTA ANA, CA 92707
October 16,1988
Frankie Sue DelPapa, Secretary of State
/s/ Frankie Sue DelPapa
File No: 8120-88
ARTICLES
of
INCORPORATION
Of
Connection China Trading Corporation
ARTICLE I
The complete name of the Corporation is to be:
Connection China Trading Corporation
ARTICLE II
Its principal office in the state of Nevada is to be located at 1200 South
Eastern Avenue, In the City of Las Vegas, County of Clark. The registered agent
in charge thereof is Kelly H. Swanson, Esq.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the general corporation laws of
Nevada.
ARTICLE IV
The total amount of authorized Capital stock of this Corporation is 20,000,000
shares having a per value of $.001 per share. Each share shall be entitled to
the same dividend, liquidation, and voting rights.
ARTICLE V
The members of the governing board of this Corporation shall be styled directors
and the number thereof at the inception of this Corporation shall be one (1).
The Directors need not be Shareholders of this Corporation, nor residents or the
State of Nevada. The number of Directors may from time to time be increased or
decreased in such manner as shall be provided for by the ByLaws of this
Corporation. The name and post office address of the first Board or Directors
who shall hold office until his successor is duty elected, is as follows:
Name Address
John F. Jimenez Winfield 1200 South Eastern Avenue
Las Vegas, Nevada 89104
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ARTICLE VI
The Capital stock of this Corporation, after the amount of the subscription
price has been paid in, shall never be assessable, or assed to pay debts of this
Corporation.
ARTICLE VII
The name and address of the Incorporator signing these Articles of Incorporation
Is as follows:
Name Address
John F. Jimenez Winfield 1200 South Eastern Avenue
Las Vegas, Nevada 89104
ARTICLE VIII
The period of duration of this Corporation shall be perpetual unless otherwise
amended by the Shareholders.
ARTICLE IX
The Directors shall have the power to make and to alter or amend the By-Laws; to
fix the amount to be reserved as working capital and to authorize and cause to
be executed mortgages and liens, without limit as to amount, upon the property
and franchise of this Corporation.
With the consent in writing, and pursuant to a vote or the majority of the
holders of the Capital stock issued and outstanding, the Directors shall have
the authority to dispose of, in any manner, the whole property of this
Corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this Corporation, or any or them shall be open to the inspection or the
Shareholders; and no shareholder shall have any right or inspection of any
account, book, or document of this Corporation, except as conferred by the law
or By-Laws or by resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and keep
the books, documents and papers of this Corporation, except as conferred by the
low or By-Laws or by resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and keep
the books, documents and papers of the Corporation Outside of the State of
Nevada, at such places as may be from time to time designated by the By-Laws or
by resolution of the Shareholders and Directors, except as otherwise required by
the laws of Nevada.
It is the intention that the objects, purposes and powers specified in Article
III hereof shall, except where otherwise specified in Article III, be nowise
limited or restricted by reference to or inference from the terms of any other
clause or Article in this Certificate of Incorporation, but that the object,
purpose and powers fled in Article III and each of the clauses or Articles of
this Charter shall be regarded as Independent objects, purposes, and powers.
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ARTICLE X
After the formation of this Corporation, each Shareholder shall be entitled to
purchase and/or subscribe for the number of shares of this Corporation which may
hereafter be authorized and issued for money. Each Shareholder shall have the
same rights as any individual to purchase sold stock, but shall not have any
pre-emptive rights as that term is defined under NRS 78.265.
IN WITNESS WHEREOF, I, the undersigned constituting the sole Incorporator and
intended Shareholder, being less than three Shareholders, for the purpose of
forming a Corporation under the laws of the State of Nevada, do make, file and
record these Article of Incorporation, and do certify that the facts herein are
true and I have accordingly hereunto set my hand this day of August, 1988.
By: /s/ JOHN F. JIMENEZ WINFIELD
-----------------------------------------------
John F. Jimenez Winfield
Incorporator
COUNTY OF ORANGE )
)ss
STATE OF CALIFORNIA )
On this 28th day of September, 1988, before me, a Notary Public in and
----
for said County and State, personally appeared John F. Jimenez Winfield known to
me to be the person whose name is subscribed to the foregoing Instrument, who
duly acknowledged to me that he executed the same for the purpose therein
mentioned.
IN WITNESS WHEREOF I have hereunto my hand and official seal in said County and
State this day of September 1988.
By: /s/ ROBERT B. FATTERNICK
------------------------------------
Robert B. Fatternick
Notary Public
Official Seal
Robert B. Fatternick
Notary Public California
Orange County
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