ARTCILES OF INCORPORATION OF LOGOS SCIENTIFIC, INC.

Transcription

1 ARTCILES OF INCORPORATION OF LOGOS SCIENTIFIC, INC. The undersigned, to form a corporation under Chapter 78 of the Nevada Revised Statutes, hereby CERTIFY: 1. NAME: The name of the corporation is LOGOS SCIENTIFIC, INC. 2. OFFICE: The principal office of the corporation in the State of Nevada is to be located at 801 South Rancho Drive, Suite 3-4, Las Vegas, Nevada, The corporation may also maintain an office or offices at such other places within or outside the State of Nevada as it may from time to time determine Corporate business of every kind and nature may be conducted and meetings of Directors and Stockholders held, outside of the State of Nevada, the same as in the State of Nevada. 3. PURPOSE: The nature of the business and objects and purposes of the corporation are: (a) To engage in any lawful activity or activities in the State of Nevada and throughout the world; (b) To do any and all things necessary, suitable and proper for the accomplishment of any of the purposes, the fulfilment of any of the obligations or the furtherance of the powers hereinbefore set forth, either alone or in association, partnership or joint venture with other persons, firms or corporations, and to do every other act or acts, thing or things, incidental appurtenant to, growing out of, or connected with, the aforementioned business or powers, or any part or parts thereof, provided the same shall not be inconsistent with the laws of the State of Nevada; (c) The above and foregoing statement of purpose shall not be construed as in any way limiting the general powers upon corporations by the laws of the State of Nevada. 4. CAPITAL STOCK: The total authorised capital stock of the corporation shall consist of 25,000,000 shares, having a par value of $.001 per share. 5. DIRECTORS: The members of the governing board of the corporation shall be styled Directors, and the number thereof shall not be less than THREE, except that in the event all of the shares of the corporation are owed beneficially and of record by either ONE or TWO stockholders, the number of Directors may be less than the number of stockholders. 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 the corporation. At least one director shall be a citizen of the United States. The names and addresses of the First Board of Directors, which shall consist of THREE persons, and who shall hold office until their successor and successors are duly qualified are as follows. GEORGE H. GELLER 3919 Parkhaven Drive Las Vegas, Nevada ROBERT P. SPENCER 4453 Berkley Avenue Las Vegas, Nevada MARK GIBBONS 801 South Rancho Drive, Suite B-4 Las Vegas, Nevada 89106

2 6. NON ASSESSABLE: The capital stock of the corporation after the amount of the subscription price, has been paid in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid up shall ever be assessable or assessed and the Articles of Incorporation shall not be amended in this particular. 7. INCORPORATORS: The name and post office address of each of the Incorporators, which are THREE in number, signing these Articles of Incorporation is as set forth above the caption Directors. 8. PREEMPTIVE RIGHTS AND CUMULATIVE VOTING: The Shareholders of the corporation shall have no preemptive rights or rights to cumulative voting. 9. TERMS: The corporation shall have perpetual existence. DATED this 2 day of November, GEORGE H. GELLER ROBERT P. SPENCER MARK GIBBONS STATE OF NEVADA ) ) SS. COUNTY OF CLARK ) On this 2 nd day of November, 1981, before me, the undersigned, a Notary Public in and for the above County and State, appeared GEORGE H. GELLER, ROBERT P. SPENCER and MARK GIBBONS, known to me to be the persons who executed the foregoing ARTICLES OF INCORPORATION, who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last written. NOTARY PUBLIC in and for said County and State

3 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF LOGOS SCIENTIFIC, INC. Logos Scientific, Inc., a Nevada corporation, under its corporate seal and in the hands of its duly acting President and Secretary does hereby certify as follows: 1. That the special meeting of the shareholders of the corporation held on June 28, 1989 at 9.00 a.m., at which meeting there was at all times present and acting a quorum, certain resolutions were adopted by a majority of the shareholders present, to wit: IT IS HEREBY RESOLVED that pursuant to Nevada Revised Statute and , Article IV of the Articles of Incorporation of the corporation be amended to read in its entirety as follows: The total authorised capital stock of the corporation shall be the amount of 200,000,000 shares, common stock, having the par value of $.001, all of which shall be entitled to voting power; however, the shareholders of the corporation shall not have pre-emptive rights nor rights to cumulative voting. 2. That pursuant to the foregoing resolution, and as required by Nevada Revised Statute , due notice of the meeting thus call was given in writing to all stockholders entitled to vote and the meeting was held on the year and date set forth above at 700 Sunset Road, Henderson, Nevada DATED this 2 day of August, By MARK GIBBONS, Secretary By GEORGE H. GELLER, President STATE OF NEVADA ) ) ss. COUNTY OF CLARK ) On this 2 day of August, 1989, before me, a Notary Public for said County and State, personally appeared, MARK GIBBONS and GEORGE H. GELLER, known to me to be the person whose names are subscribed to the within instrument, and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned. NOTARY PUBLIC

4 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (after Issuance of stock) LOGOS SCIENTIFIC, INC Name of Corporation We the undersigned RICHARD SURBER, VICE PRESIDENT ; and President or Vice President RAMON SMULLIN of LOGOS SCIENTIFIC, INC 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 12 day of May, 1992 adopted a resolution to amend the original articles as follows: Article DNE [NAME] is hereby amended to read as follows: LOGOS INTERNATIONAL, INC The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 943,549* 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. *AFTER A ONE FOR ONE HUNDRED REVERSE SPLIT, THIS DERIVED FROM FORM 10K, DEC 31, President or Vice President Secretary or Assistant Secretary State of Utah ) County of Salt Lake ) ss. On May 27, 1992, personally before me, a Notary Public, RICHARD SURBER AND RAMON SMULLIN, (name and persons appearing and signing document) who acknowledged that they executed the above instrument.

5 CETIFICATE OF REVERSE STOCK SPLIT PURSUANT TO NEVADA REVISED STATUTES SECTION Pursuant to Nevada Revised Statutes section , the undersigned Vice President and Secretary of Logos International, Inc., a corporation organised under the laws of the State of Nevada (the Issuer ), hereby submits this Certificate of Reverse Stock Split Pursuant to Nevada Revised Statues section On June 29, 1994, the board of directors of the Issuer, by unanimous written consent adopted pursuant to Nevada Revised Statutes section , reverse split all issued and outstanding shares of the Issuer s common stock, par value $0.001 ( Common Stock ) and proportionally reduced the number of number of authorised shares of Common Stock. This reverse split will not affect the par value of the Common Stock and will not alter or change any rights to which holders of Common Stock are presently entitled. 2. The Issuer will issue one (1) share of Common Stock in exchange for twenty (20) issued and outstanding shares of Common Stock. Pursuant to Nevada Revised Statutes section (2)(b), the Issuer will also issue to each person otherwise entitled to become a holder of a fraction of a share such additional fraction of a share shall as is necessary to increase the fractional share to a full share. 3. Prior to the reverse stock split, Article Four of the articles of incorporation, as amended ( Articles of Incorporation ), authorised 200,000,000 shares of Common Stock. 4. After a reverse split, Article Four of the Articles of Incorporation shall authorize 10,000,000 shares of Common Stock. 5. The board of directors intends that the reverse stock split will be effective on the date this certificate is filed with the Nevada Secretary of State s Office ( Effective Date ). By operation of Nevada Revised Statutes section , Article Four of the Articles of Incorporation shall be deemed to be amended on the Effective Date. Richard D. Surber, Vice President Luke Perry, Secretary

6 State of Utah ) County of Salt Lake ) ss. On this 6 th day of July, 1994, personally appeared before me Richard D. Surber, whose identity is personally known to me and who by me duly sworn, did say that he is the Vice President of Logos International, Inc. and that said document was signed by him on behalf of said corporation by authority of a unanimous written consent of its board of directors, and said Richard Surber acknowledged to me that said corporation executed the same. Notary Public My Commission Expires

7 CERTIFICATE OF ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF LOGOS INTERNATIONAL, INC. A NEVADA CORPORATION Pursuant to the provisions set forth in Nevada Revised Statutes of the State of Nevada, the undersigned corporation, Logos International, Inc., hereby adopts the following Articles of Amendment to its Articles of Incorporation, as set forth in this Certificate: FIRST: The name of the corporation is Logos International, Inc. SECOND: The following amendments to the articles of incorporation were duly adopted by resolution by a majority of the shareholders of the corporation pursuant to Section NRS: The name of the corporation is changed to: ARTICLE I OMAP HOLDINGS INCORPORATED ARTICLE IV The aggregate number of shares which this corporation shall have authority to issue is One Hundred Million (100,000,000) shares of its capital stock, which shall be designated as common voting stock, with par value of one-tenth of one-cent ($.001) per share. Such shares and any other designations, powers, rights, preferences, qualifications, restrictions, or limitations thereon, may be issued by the corporation from time to time on such terms and conditions and for such consideration as the board of directors may approve. There shall be no preemptive rights. THIRD: The foregoing amendments to the Articles of Incorporation were duly adopted by a majority of the shareholders on the 23 rd day of October, 1995, in the manner prescribed by the abovereferenced corporate laws of the state of Nevada. FORTH: The number of shares of the corporation issued and outstanding was 1,838,744, and the number of shares voting in favour of the foregoing amendments was 938,844, a majority of the common voting shares outstanding. The undersigned officer of the corporation hereby certifies that he has executed the foregoing Certificate Amending the Articles of Incorporation, this 27 th day of October, President: Secretary:

8 State of Utah ) ) SS. County of Salt Lake ) On the 27 th day of October, 1995, personally appeared before me the above signed person, known to me to be the president and secretary, and the above-named person whose name is subscribed to the foregoing Certificate Amending Articles of Incorporation for the said corporation, and acknowledged to me under oath that he executed the same. My commission expires: Notary Public

9 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (after Issuance of stock) OMAP HOLDINGS INCORPORATED Name of Corporation We the undersigned JAMES A. TILTON, PRESIDENT ; and President or Vice President JANE ZHENG - SECRETARY of OMAP HOLDINGS INCORPORATED 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 31st day of March, 1997 adopted a resolution to amend the original articles as follows: Article I is hereby amended to read as follows: The name of the corporation is changed to: CHINA FOOD AND BEVERAGE COMPANY The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 943,549* 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. President or Vice President State NY ) ) ss. County of NY ) Secretary or Assistant Secretary On APRIL 3, 1997, personally before me, a Notary Public, JAMES A. TILTON AND JANE ZHENG, (name and persons appearing and signing document) who acknowledged that they executed the above instrument. Signature of Notary