|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/24/22 Eline Entertainment Group, Inc. 10-12G 8/23/22 8:14M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-12G Registration Statement HTML 377K
2: EX-3.1 Eline Entertainment Group, Inc. Corporation HTML 45K
By-Laws
3: EX-10.1 Court Custodial Orders to Appoint and Discharge HTML 15K
Custodianship
4: EX-10.2 Articles of Domestication HTML 88K
5: EX-10.3 Articles of Conversion for Eline Entertainment HTML 10K
Group, Inc. Filed May 24, 2017
6: EX-10.4 Articles of Amendment for Influential Media HTML 27K
Holdings, Inc. Filed July 3, 2018
7: EX-10.5 Articles of Amendment for Eline Entertainment HTML 27K
Group, Inc. Filed May 24, 2022
8: EX-10.6 Debt Statute of Limitations Letter Dated August HTML 26K
15, 2022
Exhibit 10.2
Ed Murray Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov • Ed Murray, WY Secretary of State FILED: 06/21/2017 09:55 AM ID: 2017 - 000758776 Foreign Profit Corporation Articles of Domestication Pursuant to W.S. 17 - 16 - 1801 the undersigned hereby applies for a Certificate of Domestication. 1. Corporation name: IEline Entertainment Group, Inc. 2. Incorporated under the laws of: I._N_e_v_a_d_a_ • , (State of formation) 3. Date of incorporation: j06/12/1997 ( mm/ddlyyyy) 4. Period of duration: I Perpetua l I (This is referring to the length of time the corporation intends to exist and not the length of time it has been in existence. The most common term used is ''perpetual. ") 5. Mailing address of the corporation: 224 Datura #1015 West Palm Beach, FL, 33401 F =•l 6. office address 7. Name and physical address of its registered agent: (The registered agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming. The registered agent !!l1J † J. have a physical address in Wyoming. If the registered office includes a suite number, it must be included in the registered office address. A Drop Box is not acceptable. A PO Box is acceptable if listed in addition to a physical address.) Name: !Registered Agents, Inc . Address: 1412 N. Main St. #100 _Buffalo, WY 82834 (If mail is received at a Post Office Box, please list above in addition to the physical address.) 8. Purpose or purposes of the corporation which it proposes · The Company is a nutritional supplement company ono,!t.a/"'I stress release, joint and heart health, and weight - las ral supplements such as . lthy hair and anti - aging. FP - ArticlesDomestication - Revised February 2017
C:
REQUIRED ATTACHMENTS TO INCLUDE WITH THE FILING: I A certified copy of its original articles of incorporation and all amendments currently certified within the last six ( 6 ) months by the proper officer of the state of formation . I The complete d application must be accompanie d by an original certificate of existence/good standing , dated not more than thirty ( 30 ) days prior to filing in Wyoming , duly authenticated by the Secretary of State or other official having custod y of corporate records in the state of formation . I I 9. Names and usual business addresses of its current officers and directors: Office President Vice President Address !Miro Zecevic Secretary Treasurer Director 1224 Datura #1015 West Palm Beach, FL, 33401 s :tSbl sci Si ;31 M Director Director 10. Aggregate number of shares or other ownership units which it has the authority to issue. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 1o,ooo,000,000 Common Shares, 5,000,000 Class A Preferred Shares 11. Aggregate number of issued shares or other ownership units. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 2,664,529,727 Common Shares Issued, 3,000,000 Class A Preferred Issued 12. The corporation a pts the constitution of the state of Wyoming in compliance with the requirement of n 5 r h i/onstiru/ Date : I O ( m S m / 1 / d 6 d l / y 2 y y 0 y 1 ) 7 1 1 Signature: - .. - . = . .." - :.. - - :... - =.. / - = - V - = - - = \ - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - -- = - - . - Print Name: I Miro Zecevic Title: I President Daytime Phone Number: ! . . ( 5 . _6_1_ ) _6_4_ 4 6_36_3 I Contact Person : . I . M . _ir_o_Z_e_c_e_v_ic ,I Email: jmiro@minamargroup.com (Email provided will receive annual report reminders and filing evidence) *May list multiple email addresses , FP - ArticlesDomestication - Revised February 2017
C:Ed Murra
y Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov Consent to Appointment by Registered Agent I, REGISTERED AGENTS INC. (name of registered ageni) , registered office located at 412 N. MAIN STREET, STE 100, BUFFALO, WY 82834
voluntarily consent to serve * (registered office physical address, city, state & zip) I Eline Entertainment Group, Inc. as the registered agent for , . (name of business entity) I hereby certify that I am in compl a7 with the requirements of W.S. 17 - 28 - 101 through W.S. 17 - 28 - 111. Sig,iature: ; 'fl - I - Vi Date)S/30/2017 (mmlddlyyyy) (Shall be executed by the registered agent.) Print Name: I BILL HAVRE loaytime Phone: I (307) 200 - 2803 Title: I Assistant Secretary I Email: I reports@registeredagentsinc.com Registered Agent Mailing Address (if different than above): * If this is a current registered agent changing their registered address on file, complete the following: Previous Registered Office(s): I hereby certify that: • After the changes are made, the street address of my registered office and business office will be identical.
• This change affects every entity served by me and I have notified each entity of the registered office change. • I certify that the above information is correct and I am in compliance with the requirements of W.S. 17 - 28 - 10 I through w.s. 17 - 28 - 111. Signature: (Shall be executed by the registered agent.) RAConsent - Revised October 2015 Date: I. . ( mmlddlyyyy)
STATE OF NEVADA BARBARA K. CEGAVSKE s,a·etmy of St mt KIMBERLEY PERONDJ Dep11ty Sec:rt!ltN)' for Co11111111rdnl Rl!cardmgs Co11u,1erclal Recordings Division 202 N. Canon street Canon City, NV 89701 - 4201 Telephone (17 .S) 684 - .5708 Fax(l7.S) 684 - 7138 OFFICE OF TIIE SECRETARY OF STATE Certified Copy May 24, 2017 Job Number: Reference Number: Expedite: Through Date: C20170523 - 2294 00010644148 - 38 The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report . Document Number(s) C12526 - 1997 - 001 C12526 - 1997 - 007 Cl2526 - 1997 - 008 Cl2526 - 1997 - 010 C12526 - 1997 - 01l C12526 - 1997 - 013 20050460326 - 98 00002350831 - 82 20090577302 - 65 20090858010 - 93 20110003868 - 99 20150532487 - 77 Description Articles of Incorporation Amendment Amendment Amendment Amendment Amendment Certificate ofDesignation Amendment Certificate ofDesignation Amendment Amendment Certificate of Designation Number or Pages 9 Pages/I Copies 1 Pages/I Copies 2 Pages/I Copies 2 Pages/I Copies 1 Pages/l Copies 1 Pages/I Copies 2 Pages/l Copies 1 Pages/I Copies 5 Pages/I Copies 1 Pages/I Copies 1 Pages/I Copies 1 Pages/I Copies Commercial Recording Division 202 N. Carson Street Carson City, Nevada 897014201 Telephone (775) 684 - 5708 Fa, (775) 684 - 7138
C:
Respectfully, K. - Barbara K. Cegavske Secretary of State Certified By: Jennifer Wilton Certificate Number: C20170523 - 2294 You may verify this certificate online at http://www.nvsos.gov/
Filed in the office of - Ross Miller Secretary of State State ofNevada Document Number 20160323281 - 88 FilmgDate and Time 07/21/2016 2:42 PM Entity Number E0359192014 - 3 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 1111111 11111111111111111111 1111111111111 •090303• Certificate of Change Pursuant to NRS 78.209 US£ BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 1a.209 For Nevada Profit Corporations 1. Name of corporation: ELINE ENTERTAINMENT GROUP. INC. 2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. 3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: 1.888.000,000.@ par \ aluc $.001 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 10,000.000,000. @ par value $.001 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: NiA 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: NIA 7. Effective date and time of filing: (optional) uired) Date: July 22. 2016 Time: (must not be later than 90 days after the certificate is filed) ·,, , . ;• .. ' .. _. (.• ... X Slgnatur Title IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate tees. Nevada secretary of State Stock Sp;rt RFloVIC:. - 1.s:...1c..
C:
Filed in the office of -- &... - - Jti:.. Dean Heller Secretary of Stoic State of Ncvndo Document Number C12526 - 1997 - 001 Filini; On1" and Time 06/12/1997 12:00 AM Entiiy Number C12526 - 1997 ., . . ARTICLES OF INCORPllRATION RAPID . JEVAL SYS :n KNOW ALL MEN BY THESE Pli.ESENTS: ,*'If r" - 4' "' • " •· '• I - ',£, ' \ ,;'_ '"'f',. - .;., ... 1AJU01CJp!;.•.·· "#..1, :; b."1>' J Tb : tt we, the uu Jersigned, tu> \ ', this day voluntarily associated ourJelves together for the pu!J> 03 C nf formin 1 ' a Corporation under and i,ursuant to the Jaws of lhe State of Ne ,,, ; la, a . "ld w .: : o herP . by certify that .. 1 ARTICLE J - NAME: Th:! exact name of this Cor,.,oration is: Rapid Retriev.J Systems. Inc ARTICL;J: 11 - RESIDENT AGENT: Th'J Resident Agent of lite Corporation is Max C. TaMer. Esq.• The Law Offices of Max C. T •mnel'. 2;,so East Flamingo Road, Suite G. J..as V:gas. Nevcda 89121. ARTICLE m - Dl' TION: The Corporation shajf have ptrpetual existence. A 'lTiCLE IV - PURPOSES. The purpose, object and nature of the business for which this Corporation i oigani7.ed are: (a} To engage in any lawful activity, (b) To carry on such business ru ; may be neces . 11 ary, convenient, or desirable to a ... complish the above purpoSf''i, and to do al! other lnings inciuen : al th'!t 110 which are not forbit . fdt . "' by law or by these A,ticle :. <'fl, : . orpnation . ARTICLE V - POWERS : The pt>wers of the Corpu . "'lltion shall be those powers granted by 78 . 060 and 7 S . 070 of the Nevada Revised Statutes under which thi $ corporation is formed . ln : ddition, the Corpm·ation shall have tlte following specific powers : (a) To elect or uppoint officers and agents of tll'.: Corporalion ar.d to fix thl!ir compensation; {b} To 11ct as : - n agen for any :ndividual, associatiol'I, partnership, corporation or other legal entity; I ..
C:
; . . \ " To receive, a uire, hold . exeicise rights aaising out of the ownership or poss« : ssion thereof, sell, or otherwise cfisposa Qf, shares or other interest, in or obligations of, individuals, associations, partnerships, corp( \ rations, or governments ; (d) Tc· receive, acquire, hold, pledge, transfer, or otherwise di ose of shares of the corporation . but such shares may only be purchased . directly or indirectly, out of eamed : , ; urplus ; (e) To make gifts or contributions for tho public welfare 1r for charitable, scie , ific or educational purpo3e5, and in timi: of war, t'> make donation:. in Jid of war activiti ARTICLE VJ - CAPITAL S1'OCK: Section 1 . Authorized Shares . The total number of si : ares which thi CorporaLon is au 1 horizedto issue is 25 , 000 , 000 shares of Capital Stock at 001 pa!' value per : mare as set forth in subsections ( 11 j an<l (b) of this Section 1 of Article VI . - • {s) The total number of shares of Common Stock wr..:ch this Corporation is authorized to issue is 20,000,000 shares at S.001 par value per share. (b) The total nun,ber uf hares of Preferr : N Stock which this Corporation is authorized to issue i!i s . 000 . 000 shares at S . 001 per ·vl 1 iut per share, which Preferred Stock may c ,,tain special preferences as detennined by the Board ' Directors of the Corporadon . includii 1 g, but not Umited to, the : Jearint, of interest and convertibility into shares of Common Stock of the Corporation, Section 2 . Yotins : Rishts of Shareholdm . Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation . Section 3 . Consideration foe Sllm . s .. The Common Stock sliaJJ be issued for !luch consi : feration . as shall be fixoc from time to tima by the Bo? . rd orDirectors . Jn the ab! . CJlce of fraud, the judgment of the Directors as to the value of Jny property for shares shall be concl sive . When fa - . ,res are issued upon pa)'l 11 ent cf th, : , : oniJeratfon fixed by the Board ofDirectt • rs .... .. 1 ch sh . u·es shall be tak to be fully paid stock and shall be non - 4 .; sessable . The Anidas shall ,ot be amended in this particular . Sectil' . 'n 4 . Pre - emptive Risbts . Except as may otherwise be provic'ed by the Board of Directors . no hut - Ji .: r of any shares of the stock of the Corporation, shaJI have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class no"' or hereafter authorized, or any securities excuangeable for or convertible into sucll shares, or any \ 1 ',trrants or other instnm, ,r • c ; evidencing rights or optiL 11 . , ; to subscribe fo : - , our hue, or t . therwi i - : tcquire ruch shares . 2
C:
. . 1 Section 5 . & .. o . dcJliairts d 0 . ptions . The Corporation shall h : ve the power to Cl'l" 41 lr and issue rights . 'Nm 8 Jlts, or options entitling the hoklcrs thereof to purchase fiom the corporation any shares of lts capital stock of any class or cla»ses, upon such tenn : , and conditions and at such times and prices as the Board ofDircctors rnay provide, wMch ier . -- : , and cundilions shall l,e i'?l : Orporat . ad in an instrument or instrument! evidencing such ripL, . In the absence of fi'auci, the judgmmt of theDirecwrs u to the adequacy of consideration fol' the issuance of such rights or options and the sufficiency thereof shalt b .: , conclusive . ARTICLE VJI - ASSJ ; sSMENT OF srOCK : The capital stock of this Corporadou . after the amount of the subsc : iption price bas been fully paid in, shall not be assessable for any purpose, and no stock Issued u fully pt'id up shall ever be assessable or assessed . The holders of such stock shall not be hdividually responsible for the debts, contracts, or tji,f,!Jities . ,f the Corporation and sl'laJJ not be li • le for assessments to =ore impainnents in,ti et . ital of it Corporation . A - :11CLE vm - DIRF.CTORS: For the ma11agement of the business, and "o: ··• r.onduct of the af. .· .s of the Corporation. and for the future definition, limitation, anu regul11tiun of the poY.ers of the Corporation wid its directors and shareholdt:rs, : . ·., fur.her pro11ifl : Section l . Size o(Board . ·i'he members .. if the so,·"' - 1 :. - : g bu ', : ,t the Corporation shall be styled directors . The number of directors of the c ; orporaLior,, t, . ei, . 1 uolifications, terms of office, manner of election, time and place of meeting . ia . "'!d r . ,wers and cuiies ... ba \ J be such as are pre. - :;:ibed by statute and in the by - Jaws of!he Coryio1ati n. Thi! r1autt . .md pt. 'St office ado,es= 'lf the directors constituting the first board u: - !:rectors, which shall be One {I) in numberar.· NAME J MaxC. Ta:1n::.r 29S0 East Flamingo Roatf, l:iuite G Las Vegas, NV 89121 Section 2 . Powers o(Bmwi . In furtherance and not in limitation oftt . e powers conferred by the laws Clf the State r . f Neva . - , th"! Board of Directors is pressly authorized and empowered : {b) Subject : o the applh' : able provisions of the By - La s then in effect, tn detennine, from time to time, wlh}lher and to what extent . and at •• 11 . at times : mc . i places . and under what conditior . s and regulntions, the 1 o .: r . ounts and books i the Corporati . "I, or any of them, shall be open to shareholder inspection . No shareblder shall have any right to inspect any of the account . l,ooks or documents of the Corporation, except as permitted by law, unless and until authorized to do so by . - . solution or t! : e Board of Directors or of the Shareholders l'lfthe C .. irporation ; J • r, -- - (a) To make, alter, amend, and repeal the B;, - Laws sul:>ject to the !)Ower of the ii shareholders to alter or repeal the By - Laws Ulade by the Board ofOi: - :ctvrs.
C:. . • (c) To issue stock of the Corporation for money, ,roperty, services rendered. labor perfonned, cam advanced, acquisitions for other corporations or for any other ISletl of value in accordanr"' with · .: he action Jf the bocrd of direcl . ors without vote "' consent of the ahareholden an : I the judpient of the board of directors as to value received and in return theref 01 ,, sliall be oonclll . " :.. - e and said stoclc . , when issued, shall l}e 'ully - pair 1 and non • assessable . {uJ To authorize 1111 d issue, without sharchuJder consent . obligations of the Corp : - , . adon . s, : cured and unsecured, under such terms and conditions as the Board, in ita Sl'le discretion . may determine, and to pledge or mortgage, u securit ; y therefore, any rt : 111 or personal property ofth" Corporition . including aftci - acquired property . (e) To detenrune whether . any ar . ' . if so, what part, of the wrne - J surplu 3 of the r 1 ) 0 f'Btion shall
be paid in
divid : rids to theshareholders, and to ditcet and determine o ;: ,er use 11 nd disposit' .::; , .. , ; ariy such eam"!d surpll • s : (f) To fix. fro.n time to l me, the amount of the pn..iits "f the Corporation to be reser,ed as working capital or for any other JawfW purpose (g) To establish bonus. profit•sharing. stock option, or olher types of incentive compensation 9lans for ttic employees, including officers and directors, of the Corporatio1:, and to fix the amount of profits to be shared or dirtributed, and to determine the persons ;o participate in .my $.lch plans and the e.mount of their respective participations. .... • (!J) To designate, by resolution or rr : s ,lutions pasr . ed by a majority of the whole Board, or . e ur more committees, each cunsisting of two or more directors, which . to the extent permitted by law and authorized by the resolution
or the fly - Laws, shall h ve and may eicercise the powers of the Board ; (i) Toi vide for the r'1lasonable compen:11l1ion of i,s own mc.111bers by By - Law, and to fix the tt:rms and conditions upon whiclt such a>mpensation will be p:tid; (j) In addition to the powers and authority herdin before, or by statute . expressly confer·ed upon it . the Board of Directors may exercise all such powers and do all svch ac : s and thing 5 as ml \ y be exercised or done by the corporation, subject, nevenhelt ..: ! to the provisions of the laws of the State of Nevada . , of the - ; e Articles of r ;.. : orporation, and of the By - Laws of the CC \ rporation . Secti'ln 3 . lote, : estul Directors . No contract or transaction tietween this Corporation and any ofits,Jireetors, tJr between this Corpo .. tion a 11 d any other corporation, finn, association, or other legal entity haJI be invalidated
by reason of tht fact that the director of the Corporatinn ha, t direct or indirect interest, pecuru&sy or otherwise, in such corporafam, Jinn . associa,ion, vr ltgal er . tit,, or because the interested director \ llllS present at the r, 1 eeting of 4 - l •
•• tM Boa 1 'd of Dim : s which acted upon or in r"ference to such contract or transaction, or t>ecause he participated in such action, provid'!d that : ( 1 ) the interest of each such diP . ctor shal! have been dis : loscd t \ l or known by the Board and a disinterested majority of the Board shall l'lave nonetheless ratified and approved such contract or transaction (such interested director or directors IM!' be counted in determining whelher a quo 1 um is pr t for the meeting ai which such ratification or approval is given) ; or ( 2 ) thP . condition ofN . R . S . 78 . 140 are met . ARTICLE IX • LIMITATION OF LIABILITY OF OFFICERS OR D F . CTORS : The pasonal liability ofa director or officer of the corporatic ; rt to thf, corporation or the Shareholders for damages for brciach of fid :. iciary duty as a director or offiet . r shall be limited tu . cts or omissions which involve intentional misconduct, fraud or a kn, ; ,wing violation of law . ARTICLE X - INDEMNlFICA'rION: &.ch director and each officer of the corp'.ration may be indemnified by the corporati .is follows: , \ (a) The corporation may indemnify any person who was or is a party, or is tre 'llten to be m ,de a party, to any threatened, pt . "ing or completed action, suit or proceeding, whcth . - '>f r . ivll, criminal, administrative or investigative for . lier than an action by or in the r ; 1 , : 1 t of the corporation), by reason of the fact thet he is or 'was c director, officer, en . pl Jye 1 • or agent of th e corporat • '>n, or ill 'Jt' w 3 s serving at the request of the corporutioi : as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or ether • ·nterprise . against expenses (tnCluding attorneys' fees), judgments, fine, and amc" ; ntll paid in settlement, actually iind reasoMbly incurred by him in coMecl : on with ' : he action, suit or proceeding, if he acted in good faith and in a manner which he reasor . ably believed to b : in or not opposed to the best interests of the corporation 1 . nd with respect to any criminal action or proceeding, had no reasonable cause to uelieve his eonduc ; t was unlawful . The termination of !lny action, suite or proceeding, by judgrnent, order, ttlemen conviction or upon a µlea of nolo .. ontendere r··its equivalent, does uot of itself create a ;:::: r • 1 mption that the person did not act ; n good faith and in a manner which he rea 1 l, 1 ably believed to be in or lli>t opposeo to the best interests of the c . orporation, and that, with respect ,o any rrimin, • I action or proceecting, he h 11 d reasonable cause to believe that his conduct was t ; , 1 lawfl .: t ' "' , ' - IL . ' (b) The roi - poration r.1ay indemnit:· any person who was or is a party, or is threatened to be made a party, to any threatened, pending or toll'pleted cction or suit by or in the right or the corporatic - 1 , 10 procure aju<!u'llent ,nits favor by reaSt,n of the fact that he is or was a direc . , : t, offi ;: er, employee or agen : of the corporation, or is ur was serving at the requ st or"the , ; orporation a s a director, officer, employee or agen . of :. nother Cl)rporation, J>artnership, joiut venture, trust or other , . ·orise against expenses including amoun : s paid i : , settlement and attorneys' . · • · • ' - l 'tually and reasonably incurred by him i'l conuct,on with lht : defense or settlement oftha u, : tion or suit, ifhe acted in good faith and in .. manner which t : e reas<in 3 bly belt - : u t - : > br lllr 5 - I - -
C:
• - (c) in or not opposeJ to the best interests of the corporation . L" 1 demnification may not be made for any claim, ;; sue or matte . · u to v,b 1 ch su ..;. a person bu been adjudged by a court, f competent jua isdiction, mter exhaustion of all appeals there tom, to be Hable to corporation or for amounts paid in settlffltelll to the corporation . unless r . nc only to the extent Cllt the court in which the action or IWt wu brought or other court of competent jtuisdiction determines upon application t . hl!t in view of' all the circumstances of the case the person is flurly and rea . sc,aably entitled to indemnity for such expense . " Ii! the court deems prupur . To the extent that a director, officer, employee or 11 gcnt of • corporation hH been successful "' . a the merits or otherwise in defense rf any action . suit or prow,ding referre . 1 to in subsections (a) and (b} oftliis Article, or in defense of any claim, issue or matter \ herein, he muat be ir . demnified by the COl'f'Oration q,!nst expenses, including attorney's fee : s, actually and reasonably incurred by nir, . : . a connection with the defense . (d) Ar .; indemnificntion under subsections (a) and (b) unless ordered bv a c : ourt or advanced pursuant to subsection (e) . must be made by the co 1 - porad 1 Jn 1 ,nl • as authorized in the specific case upon a determination that indemnification of the director, office - , - .: mployee or r .; ent is proper in the circumstances . The detfflninat . icn must be made : - (i) By the stoclchdders; . ' _ " I } I B}' the board of directors by majority vcte ofa quorum consisting of directors who were not partii:s tu the act, suit or proceeding; (iii) If a majcrity vote ora quorum consisting of directurs who were not parties to the act, suit or proceeding St' orders, by indept ; aident legal counse! in a written opinion ; or (lv) If a quorum consisting of d : rcctors who were not parties to the act . suit or proceeding cannot be obtained, by independent legal counsel in a written opinion . (e) Expe of officers Md directors incurred in defending a civil r>r criminai action . suit or proceeding must be paid by the corporation as they are incurred anJ in advance of the final disposition of the action, suit or proceeding . upon receipt of an undertaking by or on behalf of the direct .: >r or officer to repay the , ... ,ount jf it is ultimately determined by a court of competent jurisdiction that 11 e is nnt entitled to be indemnified by the corporatiC'n . The provisinr . s of this subsection do not affef .. t any rights to advancement of expenses tc which corporate personnel other than directors or <,ffit . ers may' , :: , entitled under nny contract or 1 Jtherwise by law . t. .. " - 6
C:
' - (f) The indemnification and advancement of expensa authorized in or ordered by a court pur1>1Jant to this section: ' (i) • Does not eicclude any other rights to which a person seeking indemnification er advancement of expenses may be endtled under the ccr 4 . ificate or articles of incorJ . Jration or any bylaw, agreement, vote of 1 toclch 0 Jdr . 1 - s or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification . unless ordered by a court pursuant to subsection (b) or for the advancement of expenses made pursuant to subsection (e) ma - ; not be made tc or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, &aud or a knowing violation of the law and was material to the cause of action . (ii) Continues for " : ,e!'Sl n who has ceased to be a director . officer, employee or agent and inures to th 1 .. beMfit of the heirs, executors and ad : ninistrators of such a person . ARTICLE XI PL . \ CE OF MEE 1 ' 1 NG ; CORPORATE BOOKS : Subject to the 1 aws of the State of Nevada, the shareho',ders and the Directors shaU bave power to hold their meetings, and the Directors shall hav ower to have an offi :: e or officei : and to maintain the books of the Corporation outside the Stote of ? evada, at such place or places may from time to time b .:: rtesignated in thfll By - Laws or t,,, appropriate resoll . tion . ARTICLE XII - AMENDMENT OF ARTICLES : The provisions of these Articles of tnr : , .. ,rporation may be amended . alterl : d or repealed from time to time to tne extent and in the mann(',r p J : ,ed by the laws of the State of Nevada, amJ additim . al provisions authorized by such laws a . i . are then in force may be adde . d . All right • ,!!rrein ronfemd on the direr : vrs, officers and sharL' . ,olde,· 1 are granted subject to this reservation . ARTICLE XUI • lNCORl'ORATOR : The name and address of thesole in - : orporator signing these Articles of lncorporation is as follows : NAME POST OFFICE ADDRESS - Max C. Tanner 2950 East Flaming<' Road, Suire G Las Vegas, Nevada 89121 , litr - .......
C:
... '• IN WITNESS WHEREOF, the undersigned incorporator bu c:cecuted theae Articles of lncolJX"ltion this 4th day ofiune, 1997. .C - 4 / 0 -- · Max .T er 1 ACKJ \ ' ',WLEDGMENT STATEOFNEVAD1 \ ) ) ss: COUl TY OF CLARK ) On Jun 4 , 1 9 ' . 7 , persoMlly appeared befo : me, a Notary Public, Max C . Tanner, who acknowledge . ! tu me : hat he executed the foregoing Art ; cles of Incorporation for Rapid Retrieval Systeu . s, Inc . a Nevada corpomtion . ::"; \ ifl... ,,,0r. - i.c....11 - , Notary Public 1 • , - .. I'
C:
.. CERTIFICATE OF ACCEPTANCE 01' > 'PPOJNTMl,NT BY RESIDENT AGENT J. \ 11 - 12 11991 (] 1.;;f5',;/ _q 7 ..... - OFRAPID u:TRIEVAL 'YSTEMS. l!"!C. n £ NfkllUSIS F ' . 1 C / R J m L (tlfMlk C . Tanner, do hereby cert . ify that on the 3 rd day of June, 1997 , l acccpt eel th 11 appointment u Residi=nt Aser,t of the above - 11 ntitled corporation in BC(l()rdance with Sec . 78 . 090 , NRS 1957 . Furthermore. that the principal office in thia state is located al The Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G. City of Las Vegas 89121, County of Clark. State of Nevada. IN WITNESS WHEREOFt I have hereunto Bet my hand this 4th day of lune, 1997. MAX C. TANNER · : f - . B Mix F y T Esq. Resident Agent { .. ' -
C:
Sent By: Parsons Law Fira; 425 451 8588; • APR... .. :Z:S - 81 ••••· P" >R HCACClO Apr - 25 - 01 2:15PM; tl'l'S:S 141 ::Z a - :, Page '3/3 P.8:& , _ - - . - , . , - . . . . . . . . . . . . I . . ' l . l . , . . . ..,_ T c . . . . . , . _ , . . ; ...._..,.....,,_.., , - :.z.,, ........ ,,111'111) ....,,. FILED f c. l:zs C... ,, CDDIIQDO,.......,l'O Ml'JICtll - 'IIGlf f1I &1DIIURCOM,JJIC . APR 2 5 2001 , , _ . . . a , M . N , 7131Q,6 t .. . ._,,,_ I · - 19 ..... .,611 t1nr,.Pl1 121 , ..........,.. 1, ,,. ... .,..,..,, : t ltJIUltJl.rloaoe,• 1 ,.................. IIIIIWIII! m'ICl - &1 - IIAMII ,. ,.wtldu0.,.6ail: ............ ,..,. ... J. 'JIIIIAP 11 •••1a.A61D.rl ............ .,•...,.,.. #11l1H•11t - 0111 1uuaAflll21•1. • --- •=....,• :; 1hlll.Sff.CICIO_Gf_..._UJMIO... ••w ...... 4. Tlli'Amsst1u••....W.Ar• ....... crr1111d,,.,_.....,_.,_ •, - WCtwRI ffl d 1,f ........ J, 'n.•.t....... tl.. Altllla_.A rt•WAldJS,:IDOJ , f. fteAlllaavl'Aa I AJlllll ............ 1" : - i ... = - c I - " a ' :: . ' . f .. I
C:
Sep 25 02 03:<J4p 3683 ... ;GENT OF FU NUM9Sl CIQSfo.. I'll, .. tt:>/oz ro '2/oE? !ARR)' A. ROTHMAN POl!di STMETHibiiE1i 3003 KEI.1.!i BEND RD .. •.;;,.;,:: - . :. ,! \ , f, J, · t/'? 'cii'i' SEC R _,,._ . E ..,.,,. . ' f . . .. .: ,. - I,,,; l. \ ', XN0XVILLE 'tN it - - 37922 JA'tMB DORROUGH .. TREASURER DIRECTOR v - . ".u _r 1 - .. . . "' .:.,. .. "".114' ,,• ;_ - : ,..., .· . - . • , ! .,,.._,, .. , \ le:··.··: DIRECTOR iffi , -- "S""'· - ·· - 3, a - a - ' ..s..1.. - --- ·... - . - .. I' p.1 DIRECTOR 6'i'i ' • . . . : - ; - ; .. , . · ' ' i \ ,i ? ;: _.•...,............ . • . .; .. ,,. i - · ) • -
C:
STATE OF NEVADA SECRETARY OF STATE CERTIFJCATE OF REINSTATEMENT l, DEAN HELLER, the duly elected Secretary of State of the State of Nellada, do hereby certify that EUNE ENTERTAINMENT GROUP, INC . , a corporation fanned under the laws of the Stale of Nevada havitlg paid an filing fees, licenses, penalties and costs, in accordance with the provisions of Title 7 of the Nevada Revised Statutes as amended, for th e years and in the amounts as follows : 2001 - 2002 list ofClffia!fS + penalty $135.00 2002 - :'.003 list of Officers + penalty $135.00 Reinstatement total $200.00 $470.00 and otherwise complied with the provisions of said section, the said oorporation has been ieinstated, and 1hat by virtue of such reinstatement it is authorized to transact its .business in the same manner as If the aforesaid filing fees, licenses, penalties and costs had been paid when due. IN WITNESS WHEREOF, I have hereunto set my hand and aff!Xed the Great Seal of Stale, at my offlc : e in CafSOll City, Nevada, on September 30 , 2002 . OEANHELLER Seaelary of Stale By: xi . ef aMY'u!/'v Certification Clerk
C:
f P.002 LJ - ).75 - ooJPi fll.B)t L l %.1 - \ , - 'r7 NOV 12 2002 FIie No. C - 112525·1997 ARTICLES OF AMENDMENT TO Tl - IE ARTICLES OF INCORPORATION OF ELINE ENTERTAINMFNT GROUP, INC. Pursuanl to Sac:lan 78.390 or the N1vada R•vlced Statutca af Che State of Nw•u . the undertignad, being the Pre.ictant of El.fNE ENTeATAINMENT GROUP, INC., a 00,POl'llicrl oroal'llnd and axisling undo, tha I.two of t"• Otato of Ntn,aua (Iha •eorporatton•), blaring file numbet C - 12526·1907, daes hereby certify \ hat the follov.ing l'l'IOM • w • re a :: toptta pul'a \ lat 1 t to lhci ,authority of tho &oatd tJf OirKtors ana tnt noiae, Df ama . Jatity ot the CorpDt 1 \ !on' 1 lau . dimd outstanding voting sacumiea as recpred by S . otion 78 . 390 o f th • Nevada Rl'tiacd Statutot : Rl:SOt..VE.O, th1111 the ecan:t or Dlrectol'5 ana rrie holder ot e majcrily r Corporation'& issued and oulstandlng voling seQuritlea, In accan:ianct VfiUl api,ijcable Nevada ltw, hereby li'lcrsasea th• number of lht Corporation's aUlhorl2ed shirts ol Cornman Stock, par valua s.001 i:,er share, from 20,000,000 shares to s.000,00O,noc 5t'lara; and be H FVRTHER RaSOLVED, lhatthe Corporation stiallflle Artlclea of Amarn:tmentfo Its Articles of lncorporatlcm reflecting & \ ICl'l lncreasa anadlmcta lhat S - «:tlon 1 (a) of Al1iela VI Cap!lal Sh:>ck .. of tha Articles of lncorparatic" of the CcrpofllUon be d•ltlecl !ti entirely and sutmituteel Wllh ine fottowlng: ARTICLE VI • CAPITAi STOCK: s.ctfo,1 1 . Authorized Shq. Tho ICIOI numbarot sharH whieh lhi& C::irporatlon I& •ulhollZG(! fO lseue b 5,00S,000,000 sr.ares of Capital SIOck at i.001 pat value per ch:tnt :ls svf forth In aubsaotlon (a) and (b) of lhia Seotlon I at Anicle IV. to) Th 101111 n:J1nbor or 1ti1ra1 of Common Stock whlctl lhl$ Corporation is authorized to Issue Is s,OOO,000,000 shares at $.001 pat valtit per share. Unless specmcally am • nded hereby, all 01 har provision, Article IV of the Corporation's Artlclts of 1 ncoiporatlon, as amandea through the date hetaof, remain undianged and In fUII force and affect . The foregoitlg resolutions and Articl&S al Amandment ware adopted by thtl Soard of OlractOfG of the Corporation pursuant lo a wnltel' conaenl of the 1018 director of the Corporation dat 8 d Octobw 21 , aooa In aocol'danc : " whh 8 ec : tion 70 s 1 s of th • NeYeda Roviasd StaMe 1 , and by the halder ot such numar ot snl!'ff , lhe Corporation's voting aecurlllea In axeal $ of number n 904 'H 11 ry for adoptior, of lhls action PUrB'ftnr to c written con11&nl dated October 21,2002 In aec:ordance with Seciion 78 - 320 of theN•vada Revised , s - ; l" : J ;; i
C:
FIia Ne. C - 112528·1997 Stahll•. IN WITNESS WHEREOF, !he undersigned, being the PresidentotttlJSCorpora11on. hes oieecuttd rhHe Articlas of Arnendment a; of Novambor 12, 2002. a1NE T UP,INC. /fY - - ·· - - "1 ,n.President
C:
1"IIO'I : '3a:"r,; Ro<twr.an • .. ".! CERTIFICATE OF CHANGIINNUMSI.R OF AUTHORIDD NOV ! S 2002 AND tsSUl!D AND OUT$TANDING SHARES Of COMMON STOCK'"1:.,_Wa< Of EUNE iNTERTAJNMENT GROUP, INC. 1UtH1U111.SEt11£Mtcr:S011E Pursuant to Section 78.207 of the Navada Atwuu.w:! Statutes of the Stata at Nevada, ths undera \ gneo, being the President of ELINE ENTERTAINMENT GROUP, fNC., aoorpormlon ot;anized 11 nd e,dstlng urtderthe laws of the Stat of Nevada (tha 1 CorpCnltlcl 1 "}, bud 119 ffle number c .. 12 ! 2 & - 1997 , doss hereby certify that the followln 9 resolutions were adopted pursuant 10 the authority of the Board ot Oirectoro ; WHEREAS, ll'lt COrporatlen cutrent . 'Y fa atathortzed to ls&Uld p 10 5 , 000 , 000 , 000 shares of common &tock, par value $ 0 . 001 ,,iµIJ s . 000 . 000 shares of preferred stock . par value $ 0 . 001 . WHEREAS, the Corporation currently hu l11ued and o ding70,137,854 8hatea of GOmmon $tock. RESOLVED, thattha Oorp 0 ration shall reverse split iis common stoe!< on a ratio of 250 for cna t,,J dacraasing the number Its authorized shares of common stock from 5 , 000 , 000 , 000 shal 8 I to 20 , 000 , 000 she . res, andcorrespondlnA!Y decreasing the number of its lssuea andoutstanding • hal"N nf it • common stock held by each stocl<holder af record on November 28 , 2002 fl'Qffl 70 , 137 , 964 shalas ta app('QXlmatefy 28 ?, 552 shares of common stock, eubject to rounding as hereinafter Get forth ; and be it RJArHeR neso1..veo, that on the effect .,. date of theactions nerem adopted, the CorparaJIOf' \ 's authoriz.ed common stock •hall consist of 20,000,000 shares, par \ 11 \ lua $.001 per share; and 5,000,000 shares od preferred stock, par value $0.001 p, shares; and be it FURTHER RESOLVED, that the affective date of the actloffi.. 1ereln adoph;d thall b1 November 29, 2002: and b& FURTHER RESOLVED, that no cash Will be paid or diauibuted asa result af 1 he aforedascribed reverse eto,k eprit of the Oorporation'e common atook, and oo 1 . - . cdonaJ Shares wlft be lnuecl All fnlctional shares which would otheiwfse be requln 1 d to be issued as a resutt cf fhe atOCk 1 pllt will be rour 1 dfstJ up ta the ne • rest whole share ; and b e It FURTHER RESOL VEO . that asthese actionihave been approved by the Corporalion'a Soard of Directors : n conformity with the provts : 011 s of Saciion 78 . 207 of the Nevada Revised staMee, and no stookholder approval is req : ,dred In connection therewith . The foregoing resolutions and this C,artlficate were adopted b \ ' the aoard of Olrecto 11 of the Corporation pursuan : to a wntten consent of the sole director cf the Corporation daied November 18 , 2002 . tN WITNESS WHEREOF, tha undersigned, beingthe Pl'Hfdent of thl1 Co:potatlon, hCG executed D this Certificate as of November 18, 2002. ELINE ENTeRTAINM P. INC. By: A Barry A. fbthman, Presidem CS 'f ..::1 .J.)
C:
Ftl.E No, t0'3 :.0. - 00 '03 a :02 !D!c - ,;c T SEE - - F 650 !521101 &w \ C!RTIFICATE OF CHANGE INNUMBER Of AUTHORIZED ANO ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF EUN!! INTl!RTAINMENT GROU,P, SNC. Pursuant to Section 78.207 of the Nevada ReviSed Stabttes of the StatB of Nevada. lhe undersigned, being tha President ot a!NEENTERTAINMENT GROUP, INC., a corporation organiZed and existing under the laws of the State of Ntwada (thft "Corporation"), b 8 clffng file number C - 12526 - 1997 , dOeS hereby certify that the following rasolutions were adopted pursuant to the authority of the Board of Dlnsctort : WHEREAS, the Corpurauon currently is authorized tc issued up to20,000,000 shares of common $tock, par value $0.001, ancl 5,000,000 shares of prefetred par value $0.001. WHEREAS. the Cnrroration culT9mly halS isaued and outstanding 2,360,662 shares of common stock. RESOLVED, that the Corporation shall foiward split its common slDCk on a raw of three ( 3 ) 10 r cwo ( 2 ) by increasing the number its authorized shares of common stock from 20 , 000 , 000 shales to 30 , 000 , 000 $ hares, an d eonespondinglydecraaslng th& number unts 188 ued and outstanding &hare $ of itS common stock held by each stockholder of reconi on November 7 . 2003 from 2 , 360 , 662 shares to app tmately 3,540,993 aha of common stDCk. subject to rounding ashereinafter set torth; and be i . t ruRTHeR RESOLVcO, that ontheeffective dateof the aationsherein adopled, lhe Corporatiop's authorized common stock shall consist of 30 , 000 , 000 ahareo, par value $ . 001 per &hare and 5 , 000 . 000 shares of preferred stock, par value S 0 . 001 per share ; and be It FURTHER RESOLVED, that theeffective date of the actions Mteln adoptld shall be Novemllt.ff'7, 2003; ond be It FURTHER RESOLVED, t no cnl 1 wlll be paid or distributed as a result of the aforedesr . ri 6 id forward stock split nf the Corporatlon'e eommon 1 toek, and no fractional shares will be issued . All fractional shares which would otherwiao bo required to De lSSued as a reault of th • stock opllt wilt be ,ound 8 d up to the nooro : st wflOle snare ; and be It FURTHER RESOLVED, that= these actions have been apptl)vod by the Corporation's Board Of OlteQtor& In CiOnformltY wnn the previsions of Section 78.207 of th8 Nevada Revied Statutes, antf no stockholder app,oval Is required in connection therewith. ! The foregoing resolutions and this Certfficata were adopted by u,c Doaro ur Directors ot the i . . f . . i . . .,, corporauun pursuant to a Written consent of the sole director of the Corporation <lated September 23. .., 2004, IN WITNE.&S WHEREOF, tho UtllJt!rSlgned, being the Pre&ldent of1hls COrporation, has executed this Certificate as of September 25, 2003. flLEO#t: / 2rz.f.: 9 7 OCT O 3 2003 ELINE By; Ba ""7"" - -- - - i:::.. - .1"'"'_::., - :_ - _ - i
C:
Filed in the office of - b,,_ 7lt1,_ Dean Heller Secretary of State Slate ofNevada Document Number 20050460326 - 98 Filing Da11t and Time 10/03/2005 10:44 AM EntityNumb1:1 C12526 - 1997 .. DEAN HELLER Secrelll!ry of Sf:ate 204 North Canon StrMt, Sulta - 1 CancnClty, Nevade,89701 - - 4299 (775)' 8s.t 5708 Webelfll: eecrwtaryofstatw.bJz • Certificate af Designatipn (PURSUANT TO NRS78,1'55) lrnpat:1UI: .EIM•d ffla" - 'ild lnatml:Uons batoruompllllng form. Celtlflcate of Dnlgnation For Nevada Profit Corporation † (Pursuant to: NRS 78.1965) 1. Name ofcor:poration: ELINE ENTERTAINMENT GROUP, INC . ...,,,_ - .,M:I.UUalomc&IIII - ONLY 2. By resolution of the board of directors pursuant to a provision In the articles of Incorporation, this certificate establishes the following regarding the voting powers, destgnatlons, preferences, Umitations, restrictions and relative rights olthe following class or series of stock: 1. Designation and Dividends . The designation of this series, which consists o f 250 , 000 shares o f Preferred Stock, Is the Class A Convertible Preferred Stock (the • c 1 ass A Preferred Stock") and the stated value shall be $ . 0001 per share . The holders of Class A Preferred Stock shall not be entitled to receive dividends . 2. Liquidation Preference. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or Involuntary, the holders of Class A Preferred Stock Will not be entiUed to any liquidation preference and shall be subject to the provisions of Section 1.1 hereof. 3. Redemption. The Class A Preferred Stock is not redeemable wtthout the prior express written consent of the holders of a majority of the voting power of all then outstanding shares of such Class A Preferred Stock. CONTINUED ON FOLLOWING PAGE 4 3. Effective date of filing (optiona I): ._.,,... 11a1eoa.; . ....._....... , 4. Officer Signature: - """'f'.:... - i,rr.,.i, - t,,t - J - ----------------- - ;,,, Filing Fee: $175.00 IMPORTANT: Fallura to includ.e any of the above information and submit the proper fees may cause this fifing to .be rejected. SUBMIT IN DUPLICATE Th/11 form mu.st be • ompanled by appmp,t.ta fNa, SH llfached r.. sch.clU#t. - lcm1rJoll - AMll.1 t 1 S 1 I o D , i n . . ' . l , ) . f . , l . _ . , , 1 . : 1 i l , l w lll
C:
4. Conversion . Each share of Class A Preferred Stock shalf be convertible, at the sole option of the Corporation, at any time, or from time to time . after the date of issuance of such share at the office of this Corporation into such number of fully paid and non - assessable shares of Common Stock as is determined by mutual agreement of the Corporation and the holder of the Class A Preferred Stock at the time of conversion . 5. Voting Rights . Each share of Class A Preferred Stock shall entitle the holder thereof to 150 votes for each one vote per share of Common Stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any shareholders meeting in accordance with the bylaws of this Corporation, and shall be entitled to vote, together as a single class with holders of Common Stock and any other series of Preferred Stock then outstanding, with respect to any question or matter upon which holders of Common Stock the have the right to vote, Class A Preferred Stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law . _ 1 . - _p tiye Er . 9 . visions . So long as any shares of Class A Preferred Stoe!( . ce outstanding, this Corporation shall not without first obtaining the written approval of the holders of at least a majority of the voting power of the then outstanding shares of such Class A Preferred Stock : (a) sell, convey, or otherwise dispose of or encumber all or substantially all of Its property or business or merge Into or consolidate with any other corporation (other than a wholly - owned subsidiary Corporation) or effect any transaction or series of related transactions In which more than fifty percent ( 50 % ) of the voting power of the Corporation is transferred or disposed of ; (b} alter or change the rights, preferences or privileges of the Class A Preferred Stock ; (c) increase or decrease the total number of authorized shares of Class A Preferred Stock ; (d) authorize or issue, or obligate itself to issue, any other equity security, Including any other security convertible into or exercisable for any equity security having rights, preferences or privileges over, or being on a parity with or similar to, the Class A Preferred Stock ; (e) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any security of this Corporation ; (f) change the authorized number of directors of the Corporation . 7. Status of Converted or Redeemed Stock . In the event any shares of Class A Preferred Stock shall be converted or redeemed pursuant to Sections 1 . 3 or 1 . 4 hereof ; the shares so converted or redeemed shall be cancelled and returned to the status of authorized but unissued shares of Preferred Stock . 8. Taxes . This Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Class A Preferred Stock and Common Stock upon conversion of shares of Class A Preferred Stock, excluding any tax or other charge Imposed in connection with any transfer involved In the issue and delivery of shares of Common Stock In a name other than that in which the shares of Class A Preferred Stock so converted were registered .
C:
Filed in I.he office of , ,4_ Ross Miller Secretary of Stntc State of Nevada OocLllll nl Number 0D002350831 - 82 flling D11te and Time 06/29/2009 11:18 AM f:nlit)· Number C12526 - 1997 • ROSSMILLER Secretary of State 204 North canon StrMt,, Suhe 1 Carson Cffy, Nevada lll701..ct520 (775) 8N 5708 Webllte: WWW,nvtOa,(ICW Certificate of Amendment by Custodian (PURSUANT TO NRS 78,347) USI!BLACK NC ONLY• DO HOTHIOKUOlfT AIICMI SPACll!!IS FOR Off.IC& US& ONLY Certfflcate of Amendment to Articles of Incorporation flled by Cuatodlan 1. Name of tion: (Punn1ant to NRS 78.347) '... . - - corpora •« - •• - - · - · - · --- · - -- - --- · '' ------------- · -- -- · - - .. !Eline Entertainment Group. Inc 2. Any previous criminal, admlnlstrativ civil or National Assocfation of Securities Dealers,. Inc., or Securities and Exchange Commission Investigations, violations or convictions concerning the custodian and any affiliate of the custodian Is disclosed as foUows: r - · - · - ·• - ·· -- ··. --- •·• - ·· -- - --- · -- --------- · -------- · - · --- - · - . /None 3. Custodian Statement Reasonable attsmpts we 19 made to conf 8 cl the officers or dfrectors of the corporation to rsquest that the corporatJon comply with corporate formalities and to continue Its business . I am continuing the business and attempting to further the Interests of the shareholders . I wRI re/nslate or maintain the corporals chBlter . 4. custodian Signature: . l>8rebo!d !ocates. LLC Name of Cuall:ldian X Authorized Slgnatunt of Custodian FIiing Fee: $175.00 IMPORTANT: Failure to Include any cl the above lnk>nnallon and submit With the proper fees may cause this filing ID be n,jac:led. This A>tm must be occompanlod by appropriate tees.
C:
Filed in the office of , Ross Miller Secretary of State State ofNcvada Document Numli« 20090577302 - 65 Filing 1>1111: and Time 07/27/2009 7:34 AM Entity Number C12526 - 1997 ROSSMILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701 - 4520 (775) 684 5708 Website: www.nvaos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USEel.ACK INK OHLY ·DONOT HIGHLIGHT ABOVE SPACE IS FORCJFR:E USE ONLY Certfficate Qf Designation For Nevada Profit Corporations (Pursuantto NRS 78.1955) 1,. Na'!'_e of corec,ration: Eline .Entertainment Group, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. ~'" - .,,,, = (a) The series of Preferred Stock created hereby sbaJl be designated the Convertible Preferred Series "C'' Stock [the "Convertible Preferred Series C Stock"] with a par value ofS0.001 (b} The number of authorized shares of Convertible Prefcaed Series C Stock shaJI be one milJjon (1,000,000) shares. (c) .Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into one thousand (1 000) fully paid and nonassessable shares of the Corporation's Common Stock. 3. Effective date of filing: (optional) (must not be later lhan 90 ttavs after the certificate is filed) 4. Signature: (required) Filing Fee: $175.00 IMPORTANT: FaHure to include any of lhe above information and subrrut with the proper fees may c::ause this fihng to be rejected. Th/11 f0t1n must bo11H:COmP1Y1k,d by r,ppraprioto foes. Nevada Seoewy cl $ - Sled< Oit"'!INltion R""bed: J.fl - 09
C:
CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED SERIES "C" STOCK OF ELINE ENTERTAINMENT GROUP, INC. It is hereby certified that 1. The name of the Corporation Is Elina Entertainment Group, Inc. [hereinafter called the "Corporationj. 2. The Certificate of Incorporation, as amended, of the Corporation authorizes the issuance of five million (5,000,000) shares of Preferred Stock, $0.001 par value, and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares In one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or 1he denial of voting powers, preferences and reJative, participating. optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued. 3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series "C" Convertible issue of Preferred Stock: "RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the rights, preferences, privileges and restrictions relating to the Convertible Preferred Series C Stock. as follows: {a) Designation . The series of Preferred Stock created hereby shall be designated the Convertible Preferred Series "C• Stock [the •Convertible· Preferred Series C Stock"]. (b) Authorized Shares. The number of authorized shares of Convertible Preferred Series C Stock shall be one million (1,000,000) shares. (c) Ljguidation Rights . fn the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Convertible Preferred Serles C Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.125 per share [the "Liquidation Preferencej. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any. Neither the consolidation or merger of the
C:
Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall b a deemed a liquidation, dissolution or winding u p o f the Corporation for purposes of this Section (c) . (d) Dividends . The Convertible Preferred Series C Stock is not entitled to receive any dMdends in any amount during which such shares are outstanding. (e) Conversion Rights . Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into one thousand (1,000) fully paid and nonassessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred to as the "Conversion Ratio." (i) Conversion Procedure. Upon written notice to the Holder, the Holder shall effect conversions by surrendering the certfficate(s) representing the Convertible Preferred Series C Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. Not later than five (5) business days after the conversion date, the Corporation will deliver to the Holder, (I) a certificate or certificates, which shall be subject to restrictive legends, representing the number of shares of Common Stock being acquired upon the conversion; provided, however , that the Corporation shall not be obligated to issue such certificates until the Convertible Preferred Series C Stock is delivered to the Corporation. If the Corporation does not deliver such certificate(s) by the date required under this paragraph (e) (i the Holder shall be entffled by written notice to the Corporation at any time on or before receipt of such certiflcate(s), to receive one thousand (1,000) Convertible Preferred Series C Stock shares for every week the Corporations fails to deliver Common Stock to the Holder. (Ii) Adjustments on Stock Splits, Dividends and Distributions . If the Corporation, at any time while any Convertible Preferred Series C Stock is outstanding, (a)shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Corporation, the Conversion Ratio shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph (e )(iii} shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Whenever the Conversion Ratio is adjusted pursuant to this paragraph, the Corporation shall promptly mail to the
C:
Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment (iii) Adjustments on Reclassifications, Consolidations and Mergers . In case of reclassif,cation of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantiany all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock ls converted into other securities, cash or property, then each Holder of Convertible Preferred Series C Stock then outstanding shall have the right thereafter to convert such Convertible Preferred Series C Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by Holders of Common Stock following such recfassiflcation, consolidation, merger, sale, transfer or share exchange, and the.Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock Into which such Convertible Preferred Serles C Stock could have been converted Immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The tenns of any such consolidation, merger, sale, transfer or share exchange shall include such temts so as to continue to give to the Holder the right to receive the securities or property set forth in this paragraph {e)(lv) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (iv) Fractional Shares: Issuance Expenses. Upon a conversion of Convertible Preferred Series C Stock, the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number. The issuance of certificates for shares of COmmon Stock on conversion of Convertible Preferred Series C Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable In respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable In respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to Issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. (f) Voting Rights . Except as otherwise expressly provided herein or as required by law, the Holders of shares of Convertible Preferred Series C Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the Convertible Preferred Series C Stock shall be entitled to one thousand (1,000) votes per share of Convertible Preferred Series C Stock.
C:
(g) Reservation of Shares of Common Stock . The Corporation covenants that It wm at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Convertible Preferred Series C Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders of Convertible Preferred Series C Stock, such number of shares of Common Stock as shall be Issuable upon the conversion of the outstanding Convertible Preferred Series C Stock. If at any time the number of authorized but unlssued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Convertible Preferred Series C Stock, the Corporation will take such corporate action necessaiy to Increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation covenants that all shares of Common Stock that shall be so Issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. IN WITNESS WHEREOF, said Ellne Entertainment Group, Inc. has caused this Certificate to be signed by Shareholder Advocates, UC, its courts appointed Custodian, as of this Jl.f th day of July 2008. Eline En rta Group,c_ · _ By: w S reholder Advocates, LLC Co ap inted Custodian Ellne ntivt!.imment Gro p, Inc . By: David Keaveney, Member Shareholder Advocates, LLC STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPY ) On this the day of July, 2009, before me, the undersigned Notary Public, personally appeared David Keaveney, proven fo me on the basis of satisfactory evidence to be the persons whose name is subscribed to the within instrument and acknowledged to me that he executed the same In the authorized capacities and that by his signature on this instrument, the person, or the entity upon behalf of which the person acted, executed this instrument WITNESS my hand and official seal. JON M. D088EN Notary Public • Aslzona Mortcopa County Mv Convn. &pllaS sep20, 2011 ryPublic
C:
Filed in the office of , Al;_ Ross Miller Secretary of State State ofNcvndn Document NumbL - r 20090858010 - 93 Filing Dute and lim.: 12/15/2009 8:15 AM Entity Numbc:r C12526 - 1997 • ROSSIWLLER Secretary of State 204North Canton Street. SUII• 1 Carson City, Navada 89701 - 4299 {775) 184 5708 Weballe: aecretaryofatata,blz Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Important: Rvlld attachedInstructions bafon, GOfflPl•rtng tonn. AIIO'll!Sl'la 8FllAmllll! - Ollt.1' certfflcate ot Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 • After Issuance of Stock) 1. Name of corporaUon: mine Eniertaimnent O up, Inc. (Cl2526 - 1997) 2. The articles have been amended as follows (provide article numbers, If available): 3. Shares nic nwnbc:r of shares with par value i.s 888,000,000. The J)4r value is so.oo J. The number ofabms withow par valuo ls O. 3. The vote by which the stockholders holding shares In the corporation entlUing them to exercise at 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 provisions of the • articles of incorporation have voted In favor of the amendment is: 51 " 4. Effective date of filing (optional): 12114109 ........... _..., . ..,._ ... _, 5. Officer Signature (required}: i eriit+e S 'If any proposed amendment would allet ƒ ' change any p,,llenlnc:e or any relative or olher fight given lo an, class o, NriH of out& \ alldlng shares. 1hen lhe amendment must be appnwed by lhe YOte, in addlllon to the alffrmallve vole olheiwlse required, ollhe holden, of shara8 rap,asanta,g a majority or !he IIOllng power of •ch class or series affecCed by Ile smendmenl raganless ol rmlatlons or reSlrfcllons on the voting power lbereof. IMPORTANT: Falure to Include any of the above lnfonnanon and submit the proper fees may cause this filing lo be rejected. Ulla (am, 11111" ba ll«Dn1P3/llod by npproprlate foes. Seo lllttu:l,o , d .. St:1 - dulo.
C:
Filed in the office of Document Number 20110003868 - 99 •If' Filing Dmlland TIIIIIC · Ross Miller 01/04/201110:00 AM : Secretary of State State ofNevada
C:
Filed in the office of Barbara K. Ccgavske Secretary of State State ofNevadu Doalmi:nt Number 20150532487 - 77 Filing Date and Time 12/04/2015 9:39 AM Entity Number C12526 - 1997 From: 8775716184 Page: 2/4 Received by: NV Secretary of State Date: 12/4/2015 9:29:20 AM 1111111111111111111111111111111111111111 •1so101• ROSSMILLER Secrets ry of Slate 204 North Carson street, Suite 1 Carson City, Nevada 89701 - 4520 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE SLACK INK ONLY·DO NOT HIGIUCHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations .(Pursuam to NRS 78.1955) t . cl,'TIE:l. Qf.go!J>.Olcltion: iEline Entertainment Group, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, llmit tions, r t ctions and relati t:i.. .. ?.!.. e e>,II<>, - .9. lass or series of st :..........,.,,,.................... This amendment establishes from the eldsting authorized preferred shares, or re - designates if previously established, a series of pref d shares designated Series A, and a series or pref erred shares designated Series B. ' 1. Series A Preferred shares will have the following rights and restrictions. . a) Each share of Preferred Series A wlU be convertible into one thousand (1000) shares of common stock at the request of the shareholder. b) Each share of Preferred Series A wiH hold one thousand (1000) common share votes, even if it has not yet been converted into con;mon 1 shares, and regardless or the number of authorized common shares. , 2. Series B Preferred shares will have the following rights and restrictions. · a) Each share of Preferred Series B will be convertible Into one thousand (1000) shares ol common stock at the request ol the shareholder. b) Preferred Series B shares wHI hold no voling rights whatsoever. , c) Preferred Series B shares will not be convertible into common shares until one (1) year after its issuance, and never in an amount ttiat would cause theholder to own more than 9.99% of the curront number or oulstanding shares of the company. For both Series A and Series B Preferred shares, The company shall not amend, alter. or repeal preferences, rights, powers, or terms; or lhe shares, as to adversely effect the shares without written consent of the holder. This designation does not limit any other rights granted ' by the.articles or Incorporation pertainlng t,o the holdersrights to.coUect dividends or qislribulable amounts upcmJLQL/idalion. ord/liisolulion. (must not be later than 90 days after the certificate Is filed) 4. Signature: (required) Filing Fee: $175.00 IMPORTANT: Failure to include any of the above infOlTTlation and submit with the proper fees may cause this filing to be rejected. This fonn musl be accompanied by appropriate fees Ncva:fo Sccw:my or S1;;1c Stock Ol.'Signatic:m r'!evised; 3 - 6 - 09
C:d
st.cRBTARY OF STAT13 CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, Barbara K. Cegavske, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, non - profit corporations, corporation soles, limited - liability companies, limited partnerships, limited - liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, ELINE ENTERTAINMENT GROUP, INC., as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 12, 1997, and is in good standing in this state. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on May 19, 2017. K. - Barbara K. Cegavske Secretary of State Electronic Certificate Certificate Number: C20170519 - 1943 You may verify this electronic certificate online at http://www.nvsos.gov/
C:
STATE OF WYOMING Office of the Secretary of State I, ED MURRAY, Secretary of State of the State of Wyoming, do hereby certify that Eline Entertainment Group, Inc. a business entity originally organized under the laws of Nevada on June 12 , 1997 , did on June 21 , 2017 apply for a Certificate of Domestication and filed Articles of Domestication in the office of the Secretary of State of Wyoming . I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 21st day of June, 2017 By: C_hri_·s_H_o_s_ha_ w Filed Date: 06/21/2017
C:| This ‘10-12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/24/22 | None on these Dates | ||
| Filed on: | 8/23/22 | |||
| 5/24/17 | ||||
| 5/19/17 | ||||
| 9/25/03 | ||||
| 11/29/02 | ||||
| 11/18/02 | ||||
| 6/12/97 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/11/22 Eline Entertainment Group, Inc. 10-12G/A 10/07/22 1:448K GlobalOne Filings Inc/FA 10/03/22 Eline Entertainment Group, Inc. 10-12G/A 9/30/22 1:431K GlobalOne Filings Inc/FA 9/21/22 Eline Entertainment Group, Inc. 10-12G/A 2:411K GlobalOne Filings Inc/FA |