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    JAQ DE to WY

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    JAQ DE to WY

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    JAQ DE to WY

    Copyright:

    © All Rights Reserved
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    Download as pdf
    69 views21 pages

    Images 7

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    JAQ DE to WY

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    Wyoming Secretary of State Slate Capip@Bullding, Room 110! 200 Vest 24” Street : Cheyenne, WY 82002-0020! Max Maxfield, WY Secretary of State Ph. 307.777.7311 ‘ i FILED: 02/13/2012 11:39 AM Fax 307.777.5339 Email: [email protected] 1D: 2012-000616697 Profit Corporation Articles of Continuance Pursuant to W.S. 17-16-1810 of the Wyoming Business Corporation Act, the undersigned hereby submits the following Articles of Continuance: 1. Corporation name: AQ CORP 2. Incorporated under the laws of: [DELAWARE (Siate or country of organization) fosi26/1982 Date mm ETT 4, Period of duration: PERPETUAL (This is referring to the length of time the corporation inten fo exist and not the length oftme t has been in existence. The most common erm used is “perpetual.” You may refer to vour Anicles of Incorporation or contact the Corporations Division in your state of incorporation {for your period of duration.) 3. Date of incorporation: 5. Mailing address of the corporation: t [954 LEXINGTON AVENUE INEW YORK, NY 10021-5013 6. Principal office address: ‘Wyoming 1954 LEXINGTON AVENUE INEW YORK, NY 10021-5013 7. Name and physical address of its registered agent: The registered agent may be an individual resident in Wyoming, a domestic or foreign entity authorized to transact business in Wyoming, having a business office identical with such registered office. The registered agent must have a physical address in Wyoming. A Post Office Box or Drop Box is not acceptable. Ifthe registered office includes a suite number, it must be included inthe registered office address ) [A WYOMING HOME' Reaysterect Regt te 201 CHEYENNE AVE |ALBIN, WY 82050 8, Purpose of the corporation which it proposes to pursue in the transaction of business in this state: |ANY LAWFUL PURPOSE FP-ArticlesContinuance ~ Revised 3/11 9. Names and respective addresses of it{)ficers and directors: or Name Ade President [BSTEPHEN BAILEY 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 Vice President Secretary, [YU ZHUA 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 ‘Treasurer IB STEPHEN BAILEY _ 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 Director IB STEPHEN BAILEY _ 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 Director JONATHAN PETERS 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 Director [YU ZHUA 954 LEXINGTON AVE, NEW YORK, NY 10021-5013 10. Aggregate number of shares or other ownership units which it has the authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class: ‘Number of Shares Class Series Pat Value per Share [81370870 [COMMON’ [$0.001 11, Aggregate number of issued shares or other ownership units itemized by cl without par value and series, if any, within a e yar value of shares, shares ‘Number of Shares Class Series Par Value per Share 100000000 [COMMON [$0.001 12. The corporation accepts the constitution of the state of Wyoming in compliance with the requirement of Article 10, Section 5 of the AYfoming Ce it te al UT OY) PE wa Date: |_| | Signature: _( g _ Print Name: [B. STEPHEN BAILEY ae Title: [PRESIDENT Contact Person:|B. STEPHEN BAILEY, Daytime Phone Number: |(702) 491-2162 Email: |[email protected] State of tah County of Uda — Subscribed and swom to before me this 4th day of __ FP-ArticlosContinuance ~ Revised 3/11 REQUEST FOR CHANGE OF NAME UPON CONTINUANCE To the state of Wyoming: Please change the name of ‘JAQ CORP’ to ‘JOHNSTON ACQUSITIONS CORP’ upon filing of the attached Articles Of Continuance. Thank you for your prompt attention to this matter Dated this 7" day of Februdry 2012 Phos President Johnston Acquisitions Corp (Formally Jaq Corp) wyoming Secretary of State - c=, _ State Capitol Building, Room 110 é 200 West 24” Street Cheyenne, WY 82002-0020 Ph. 307.777.7311 Fax 307.777.5339 Email: business@state wy.us Consent to Appointment by Registered Agent 1, [A WYOMING HOME” Recislered Ragd Ne + Tegistered office located at (hame of registered agent) 201 CHEYENNE AVE JALBIN WY 82050 ‘voluntarily consent to serve * (registered office physical address, city, state & tip) as the registered agent for AQ CORP (name of Business entity) Thereby certify that Iam in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111 A Date: |C]IO/ 2017, Signature (Shall be executed by the registered agent) (mmiddivyyy) Print Name: [Nelodie A- aaa Daytime Phone: [2659-529 -GUss— Title: ed Asent Jemail: | Guo wernimovone ole. Gsm Registered Agent Mailing Address [ PO" oy. AS (if different than above): Aan, WY BLoso Previous Registered Office(s): Thereby cenfy that: {After the changes are made, the street address of my registered office and business office wil be ldemtical J Tis chunge affects every entity served by me and I have notified cach entity ofthe registered office change, + Yes Sat te shove information is comet and Iam in compliance withthe requirements of WS. 17-28-101 through WS. 17-28-11. Signature: (Ghall be executed by the registered agent.) Checklist [1 Submit one originally signed consent to Appointment and one exact photocopy. RAConsent ~ Revised 10/21/2009 STATE OF DELAWARE CERTIFICATE OF DISSOLUTION (SECTION 275) ‘The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1 ‘The dissolution of __JA@_CORP. has been duly authorized by the Board of Directors and Stockholders in accordance with subsections (a) and (b) of Section 275 or by unanimous consent of Stockholders in accordance with subsection (c) of Section 275 of the General Corporation Law of the State of Delaware. 2. The date of filing of the Corporation’s original Certificate of Incorporation in Delaware was__5/26/1982 3. The date the dissolution was authorized is_1/20/2022 4. The names and addresses of the directors and officers of the corporation are as follows: NAME TITLE ADDRESS STEPHEN BAILEY PRESIDENT 954 LEXINGTON AVE. NEW YORK, NY 10021-5013 JONATHAN PETERS CHATRMAN 954 LEXINGTON AVE. NEW YORK, N¥ 10021-5013 YU 2HAU SECRETARY 954 LEXINGTON AVE NEW YORK, NY 10021-5013 Name;__8- STEPHEN BAILEY - PRESIDENT Print or Type TRICK A. GOLLADAY| OTARY PUBLIC-STATE OF UTA Jcommissione 643687| COMM. EXP. 10-24-2015] EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF JOHNSTON ACQUISITION CORP (JAQ CORP) January 3, 2012 On January 3, 2012, an Extraordinary Meeting of the Board of Directors (the “Board”) of Johnston Acquisition Corp (the “Company”) was convened to examine the advantages of changing the domicile of the Company to Wyoming Mr. Bailey reported that: The Company was originally incorporated in State of Delaware on May 26, 1982 as JSN Industries, Inc. that the Articles of Incorporation as amended changed the name of the Company to Johnston Acquisition Corp and authorize the ‘Company to issue 100,000,000 (one hundred million) shares of equity securities of the Company, That the Company has Issued and Outstand 81,370,670 (eighty one million three hundred seventy thousand six hundred seventy) shares of unrestricted common stock. Mr. Bailey proposed that the Company take all necessary steps to change the domicile of the Company to the Great State of Wyoming due to the many advantages Wyoming provides over Delaware and therefore itis: MOVED and seconded that RESOLVED: That the Company take all steps necessary to file all necessary documents to exit the current domicile of Delaware and file Articles of Continuance in the state of Wyoming. ‘The motion was carried unanimously. DATED this thire-day of January 2012 ‘u Zhau Secretary Johnston Acquisition Corp fotaty Co bic, J cOMMISSIONs 649687| COMM. EXP. 10-24-2015] Delaware im . ‘The First State 1, UBFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY TRE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "JSN INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF MAY, A.D. 1982, AT 9 O'CLOCK A.M. Tetfay Bulk Serta, oS 0938103 8100 aur ION: 9343936 120124418 Ie cSth Gelavkee gov/auchver ented DATE: 02-06-12 Oh mw. centurieage or suconpomszion = F | | & py = May 26 gee J8N INDUSTRIES, TNC. : hes, hfe ‘The undersigned incorporator, in order to form corporation under the General Corporation Law of the State of Delaware, certifies as follows: FIRST: The name of the corporation is JSN Industri eaccy on and conduct any lawful act or activity for which FOURTH: ‘The Company is authorized to issue a total of ‘Ten Million (10,000,000) shares of Connon Stock, each of which shares of Common Stock has @ par value of One Cent ($.01). Dividends may be paid on the Common Stook as and when declared by the Board of Directors, out of any fundu of the Company O00 He legally available for the paynent of auch dividends, and each share of Comon Stock will be entitled to one vote on all nattere on which such stock 1 entitied to vote. The Company is authorized to feaue a total of Five NA1110n (5,000,000) shares of Preferred Stock (8.01 par value) each of which shares of Preferred Stock may be tesued in one oF more series of stock within the class of Proferced Stock. Each series may have 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, ae shall be stated and expressed in the resolution or resolutions Providing for the issue of such atock adopted by the Board of Directors pursuant to authority hereby expressly vested in it by the provisions of this Certificate of Incorporation. Subject to the provisions of thie certificate of : Provided by law, the Incorporation and except as otherwi shares of stock of the Corporation, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. FIFTH: ‘The name and mailing address of the incorporator are: Cindy FP. Le vine, 505 Park Avenue, New York, New York 10022, 90003 SIXTH: Members of the Board of Directors may be elected either by written bal'ot of by voice vote. the Board Of Directors may from tine to time (after adoption by the undersigned of the original By-Lawa of the Corporation) make, alter repeal the By-Lavs of the Corporation; provided, that any By-Laws made, anended or repealed by the Board of Directors may be amended or repeated, and any By-Lave may be made, by the stockholders of the Corporation. IN WITNESS WHEREOF, thie Certificate has been signed on this 21st day of May, 1982. F, te Vine, Incorporator 505 Park Avenue New York, New York 10022 90004 STATE OF NEW YORK =) couisy oF NEw YORK} DE TT REMEMBERED, that on the 2lat Gay of Nay, 1982) vefore me, a notary public in end for the County and state aforeeaia, personally cane Cindy F, Le Vine, a party to the foregoing Certificate of incorporation, known to me personally to be uch, and acknowledged the said C-rtificate to be the act and deed of such signer, and that the facts therein stated are eve, GIVEN under my hand and seal of office the day and year aforesaid. st mis 21° day of May, 1962 Notary Public oak Stay “0005 Delaware im - The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER OF "JSN INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF DECEMBER, A.D. 1982, AT 9 O'CLOCK A.M. Tay Wr Sock Seceany oS 0938103 9100 ION: 9343939 120124418 You my gortty ents cartiticate online Be" eBth. elathee: gov fauthver abcd DATE: 02-06-12 @ CERTIFICATE OF MERGER pee S DEC 16 ie QA wonmy aepparen, zNc.7 octavo mics: bl fbn ‘AND BOBOTTONS, INC. anthesis INTO JSN INDUSTRIES, INC Pursuant to Section 252(c) of the General Corporation Law of the State of Delaware SN Industries, Inc., a corporation formed under the laws of the State of Delaware, desiring to merge Bodin Apparel, Inc. Giamo, Inc. and Bobottoms, Inc., corporations formed uncer the laws of the State of Florida pursuant to the pro- visions of Section 252(c) of the General Corporation Law of the State of Delaware, DOES HERESY CERTIFY as follows: PIRST; That the names and states of incorporation of each constituent corporation are: - Name STATE OF INCORPORATION odin Apparel, Inc. Florida Giamo Inc. Florida Boboteoms, In Florida SN Industries, Inc Delaware SECORD: That an Agreement of Merger has been approved, acopted, certified, executed and acknowledged by each constituent corporation in accordance with Section 252(c) of the Generai Corporation Law of the State of Delaware. THIRD: That the name of the surviving corporation is USN Industries, Inc. FOURTH: That the Certificate of Incorporation of YSN Industries, Inc. shall be the Certificate of Incorporation of the surviving corporation. FIPTH: That an executed copy of the Agreement of merger te on file at the principal place of business of Jsn Industries, Inc., 1528 spruce Street, Philadelphia, Pennsyl- vania 19102, SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: (a) That the authorized capital stock of Bodin Apparel, Inc. is 2,500,000 shares of connon stock, par value (8.20) per share. (b) That The authorized capital stock of Giamo, Inc. is 2,000 shares of comion’stock, par value six dollars ($6.00) per share. . (c) That The authorized capital stock of webottoms, Inc. is 2,000 shares of common stock, par value six dollars ($6.00) per whare. IN WITNESS WHEREOP, said JSN Industries, Inc., has caused this Certificate to be executed by its officers thereunto duly authorized this 10 day of December, 1982. YSN Industries, Inc. Bon 7 President — arrests

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