Attached files
| file | filename |
|---|---|
| 10-Q - Sino-Bon Entertainment, Inc. | e607387_10q-sinobon.htm |
| EX-31.2 - Sino-Bon Entertainment, Inc. | e607387_ex31-2.htm |
| EX-31.1 - Sino-Bon Entertainment, Inc. | e607387_ex31-1.htm |
| EX-32.2 - Sino-Bon Entertainment, Inc. | e607387_ex32-2.htm |
| EX-32.1 - Sino-Bon Entertainment, Inc. | e607387_ex32-1.htm |
FILED
IN THE
OFFICE OF THE
SECRETARY
OF STATE OF THE
STATE OF
NEVADA
NOV 02
1992
CHERYL A.
LAU SECRETARY OF STATE
NO.
11876-92
ARTICLES OF
INCORPORATION
OF
SUNNYSIDE ACRES MOBILE
ESTATES
FIRST. The name of the corporation
is:
SUNNYSIDE
ACRES MOBILE ESTATES
SECOND. Its
registered office in the State of Nevada is located at 2533 North Carson Street,
Carson City, Nevada 89706 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 by any 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 certificate or articles of
incorporation, and when no period is limited, perpetually, or until dissolved
and its affairs wound 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 the same by 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
stockholders.
1
(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 a 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 for 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 specified 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 own capital stock, and use therefor 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 of the several states,
territories, possessions and dependencies of the United States, the District of
Columbia, and any foreign countries.
(0) 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 a 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 any
lawful activities.
FOURTH. That the total number of voting
common stock authorized that may be issued by the Corporation is TWENTY-FIVE
THOUSAND (25,000) shares of stock without nominal or par value and no other
class of stock shall be authorized. 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 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 post office address of the
first Board of Directors shall be one (1) in number and listed as
follows:
|
NAME
|
POST
OFFICE ADDRESS
|
|
Irma
D. Butler
|
2533
North Carson Street
|
|
Carson
City, Nevada 89706
|
2
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 post office
address of the Incorporator signing the Articles of Incorporation is as
follows:
|
NAME
|
POST
OFFICE ADDRESS
|
|
Irma
D. Butler
|
2533
North Carson Street
|
|
Carson
City, Nevada 89706
|
EIGHTH. The resident agent for this
corporation shall be:
LAUGHLIN
ASSOCIATES, INC.
The
address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533
North Carson Street
Carson
City, Nevada 89706
NINTH. The corporation is to have
perpetual existence.
TENTH. In furtherance and not in
limitation of the powers conferred by statute, 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, to designate one (1) 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 power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will 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 into stock may be issued or
disposed of by the Board Directors to such persons and on such terms as in its
discretion it shall deem advisable.
3
TWELFTH. No director or officer of the
Corporation shall 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 Statutes. Any repeal or modification of this Article by the stockholders
of the Corporation shall be prospective on1y, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for 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 stated are true, and accordingly have hereunto set my hand this 26th, day
of October, 1992.
/s/
Irma D. Butler
__________________
|
STATE
OF NEVADA
|
)
|
|
|
)
SS:
|
||
|
CARSON
CITY
|
)
|
On this
26th day of October, 1992, in Carson City, Nevada, before me, the undersigned, a
Notary Public in and for Carson City, State of Nevada, personally
appeared:
Irma
D. Butler
Known to
me to be the person whose name is subscribed to the foregoing document and
acknowledged to me that he executed the same.
JANET A.
FALLON
NOTARY
PUBLIC-NEVADA
LYON
COUNTY
MY APPT.
EXPIRES OCT 4, 1994
/s/
Janet A. Fallon
_________________
Notary Public
I,
Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
10/26/92
/s/ Irma D. Butler
________________________________
Date
Service Coordinator
RECEIVED
OCT 26
1992
SECRETARY
OF STATE
4
FILED
IN THE
OFFICE OF THE
SECRETARY
OF STATE OF THE
STATE OF
NEVADA
JUL 03
2000
CERTIFICATE
OF AMENDMENT OF ARTICLES OF INCORPORATTON
(After
Issuance of Stock)
No.
C11826-92
/s/ Dean
Heller
DEAN
HELLER,
SECRETARY
OF STATE
SUNNYSIDE ACRES MOBILE
ESTATES
Name of
Corporation
We the undersigned BRIAN PIERSON,
President
___________________________
President
or Vice President
STACEY
PIERSON,
Secretary of SUNNYSIDE
ACRES MOBILE ESTATES
____________________________ ______________________________
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 29th day of June, 2000,
adopted a resolution to amend the original articles as follows:
RESOLVED:
That Article FOURTH of the Articles of Incorporation be amended to read in full
as follows:
"FOURTH:
That the total number of shares of stock which the Corporation shall have
authority to issue is Twenty-Five Million (25,000,000). The par value of each of
such shares is $.001. All such shares are one class and are shares of Common
Stock. Upon the amendment of this Article to read as hereinabove set forth, each
one (1) outstanding shares is split reconstituted and converted into one hundred
(100) shares."
The
number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 21,000; 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.
I declare
under penalty of perjury that the foregoing is true and correct.
Executed
this 29th day of June, 2000 at San Diego County, California.
/s/
Brian Pierson
BRIAN
PIERSON
President
RECEIVED
JUL 03
2000
SECRETARY
OF STATE
/s/
Stacey Pierson
STACEY
PIERSON
Secretary
5
Document
Number
20100512722-12
Filing
Date and Time
07/12/2010
4:20 PM
Entity
Number
C11826-1992
Certificate of Amendment to
Articles of Incorporation
For Nevada Profit
Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
|
1.
|
Name
of corporation:
|
Sunnyside
Acres Mobile Estates
|
2.
|
The
articles have been amended as follows: (provide article numbers, if
available)
|
Article
FIRST of the Articles of Incorporation shall be amended to change the name of
the corporation to:
“Sino-Bon
Entertainment, Inc.”
Article
FOURTH of the Articles of Incorporation shall be amended to increase the
authorized capital of the corporation to 100,000,000 shares of common stock and
to effect a 2-for-1 forward stock split.
Specifically,
the Articles of Incorporation shall be amended as follows:
(See
attached Certificate of Amendment)
3.
The vote by which the stockholders
holding shares in the corporation entitling them to exercise a 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: 53.4%
|
4.
|
Effective
Date of
filing: (optional)
|
(must not
be later than 90 days after the certificate is filed)
|
5.
|
Signature: (required)
|
|
/s/
Xiaowei (Simon) Song
|
|
Signature
of Officer
|
6
CERTIFICATE
OF AMENDMENT
TO
THE
ARTICLES OF INCORPORATION
OF
SUNNYSIDE
ACRES MOBILE ESTATES
Article FIRST of the Articles
of Incorporation of the Corporation shall be amended to read in full as
follows:
“FIRST. The name of the
corporation is:
Sino-Bon
Entertainment, Inc.”
Article FOURTH of the Articles
of Incorporation of the Corporation shall be amended to read in full as
follows:
“FOURTH. The total number
of shares of stock which the Corporation shall have authority to issue is One
Hundred Million (100,000,000). The par value of each of such shares
is $.001. All such shares are one class and are shares of Common
Stock. Upon the amendment of this Article to read as herein set
forth, each one (1) outstanding share shall be split, reconstituted and
converted into two (2) shares.”
7