Filed #C 20921-01
Jul 31 2001
in the office of
/s/ Deal Heller
Dean Heller Secretary of State
ARTICLES OF INCORPORATION
OF
DOMAIN REGISTRATION, CORP.
FIRST: The name of the corporation is:
DOMAIN REGISTRATION, CORP.
SECOND: Its registered office in the state of Nevada is located at
6767 W. Tropicana Ave., Suite 207, Las Vegas, Nevada 89103-4754 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 any by 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 certificates or Articles of Incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs would 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 same
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 shareholders.
(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 the 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 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 specific 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
capital stock, and use therefore 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 other of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) 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 any 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 the lawful activities as may be allowed by
law.
FOURTH: That the total number of common stock shares authorized that
may be issued by the Corporation is FIFTY MILLION (50,000,000) shares of stock
with a par value of $.001. 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 a 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 address of the first Board of Directors, which
shall be one (1) in number, is as follows:
NAME ADDRESS
---- -------
Amy Hadley 334 N. Cuyamaca Street
El Cajon, California 92020
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 address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME ADDRESS
---- -------
Paul W. Andre 6767 W. Tropicana Ave., Suite 207
Las Vegas, Nevada 89103-4754
EIGHTH: The Resident Agent for this corporation shall be:
SAVOY FINANCIAL GROUP, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada, shall be:
6767 W. Tropicana Ave., Suite 207 Las Vegas, Nevada 89103-4754
NINTH: The corporation is to have perpetual existence.
TENTH: In furtherance and not in limitation of the owners conferred
by statue, 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 of Directors,
to designate one 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 the power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its goodwill 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 may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH: No director or officer of the Corporation shall be
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 Statues. Any repeal or modification of this Article by the
Stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for the 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 are true, and accordingly have
hereunto set my hand this 26th day of July, 2001.
/s/ Paul W. Andre
---------------------------
PAUL W. ANDRE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, SAVOY FINANCIAL GROUP, INC. hereby accept appointment as Resident Agent
of Domain Registration, Corp. the previously named Corporation. Paul W. Andre,
President, Savoy Financial Group, Inc hereby signs on behalf of Savoy Financial
Group, Inc.
Paul W. Andre President 7-26-01
------------- --------- -------
Name Title Date
PAUL W. ANDRE PRESIDENT
SAVOY FINANCIAL GROUP, INC.
[SEAL] ROSS MILLER
Secretary of State
204 North Carson Street, Ste I
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsosgov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
-----------------------------------------------------
For Nevada Profit Corporations
------------------------------
(Pursuant to NRS 78.385 and 78.39O After Issuance of Stock)
1. Name of corporation:
Domain Registration, Corp.
2. The articles have been amended as follows: (provide article numbers, if
available)
1. Article FIRST is amended in its entirety to read as follows:
"FIRST: The name of this corporation is Biopharm Asia Inc."
2. Article FOURTH is amended in its entirety to read as follows:
FOURTH: That the authorized capital stock of this corporation shall
consist of 170,000,000 shares, of which 20,000,000 shares shall be preferred
stock, each having a par value of $0.001 per share, and 150,000,000 shares shall
be common stock, each having a par value of $0.001 per share.
[continued on Attachment A annexed hereto]
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise voting power, or such greater proportion of the
voting power as may be 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: a majority of the outstanding shares.
4. Effective date of filing: (optional)
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
/s/ Yunlu Yin
- -----------------------------------------
Signature of Officer Yunlu Yin, President
*If 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 to
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
Nevada Secretary of State Amend Profit-After
Revised; 7-1-08
This form must be accompanied by appropriate fees.
Attachment A to
Certificate of Amendment of Articles of Incorporation of
Domain Registration, Corp.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue the preferred stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights,
special voting rights, conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such resolutions, all to the
full extent now or hereafter permitted by Chapter 78 of the Revised Nevada
Statutes (the "NRS"). Without limiting the generality of the foregoing, and
subject to the rights of any series of preferred stock then outstanding, the
resolutions providing for issuance of any series of preferred stock may provide
that such series shall be superior or rank equally or be junior to the preferred
stock of any other series to the extent permitted by law.