Attached files
| file | filename |
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| EX-5.01 - SHADES HOLDINGS, INC. | v190709_ex5-01.htm |
| EX-3.02 - SHADES HOLDINGS, INC. | v190709_ex3-02.htm |
| EX-10.02 - SHADES HOLDINGS, INC. | v190709_ex10-02.htm |
| EX-21.01 - SHADES HOLDINGS, INC. | v190709_ex21-01.htm |
| EX-10.04 - SHADES HOLDINGS, INC. | v190709_ex10-04.htm |
| EX-10.03 - SHADES HOLDINGS, INC. | v190709_ex10-03.htm |
| EX-10.01 - SHADES HOLDINGS, INC. | v190709_ex10-01.htm |
| EX-10.05 - SHADES HOLDINGS, INC. | v190709_ex10-05.htm |
| EX-23.01 - SHADES HOLDINGS, INC. | v190709_ex23-01.htm |
| S-1 - SHADES HOLDINGS, INC. | v190709_s1.htm |
ARTICLES
OF INCORPORATION
OF
SHADES
HOLDINGS, INC.
The undersigned, acting as incorporator
of the captioned corporation under the Florida Business Corporation Act, adopts
the following Articles of Incorporation:
ARTICLE
I
CORPORATE NAME AND PRINCIPAL
OFFICE
The name of this corporation is SHADES
HOLDINGS, INC. (the “Corporation”) and its principal office and mailing address
is 20711 Sterlington Drive, Land O'Lakes, Florida 34638.
ARTICLE
II
COMMENCEMENT OF CORPORATE
EXISTENCE
The Corporation shall commence its
existence upon the filing of these Articles of Incorporation with the Florida
Secretary of State.
ARTICLE
III
GENERAL NATURE OF
BUSINESS
The
Corporation may transact any lawful business for which corporations may be
incorporated under Florida law.
Brenda K.
Holland, Paralegal
Bush
Ross, P.A.
P.O. Box
3913, Tampa, FL 33601
813-224-9255
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ARTICLE
IV
CAPITAL
STOCK
The
aggregate number of shares of all classes of stock which the Corporation shall
have the authority to issue is 110,000,000 shares, consisting of (a) 100,000,000
shares of common stock, par value $.0001 per share (the “Common Stock”) and (b)
10,000,000 shares of preferred stock, par value $.01 per share (the “Preferred
Stock”). The Board of Directors shall have the authority to divide
the preferred stock into series, to establish and fix the distinguishing
designation of each such series and the number of shares thereof (which number,
by like action of the Board of Directors from time to time thereafter may be
increased, except when otherwise provided by the Board of Directors in creating
such series, or may be decreased, but not below the number of shares thereof
then outstanding) and, within the limitations of applicable law of the State of
Florida or as otherwise set forth in this article, to fix and determine the
relative rights and preferences of the shares of each series so established
prior to the issuance thereof.
ARTICLE
V
INITIAL REGISTERED OFFICE
AND AGENT
The
street address of the initial registered office of the Corporation shall be 1801
N. Highland Avenue, Tampa, Florida 33602, and the initial registered
agent of the Corporation at such address is BUSH ROSS REGISTERED AGENT SERVICES,
LLC.
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ARTICLE
VI
PRINCIPAL OFFICERS &
DIRECTORS
The name
and titles of the person who shall serve as the sole principal officer and sole
director of the Corporation is as follows:
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Name
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Title
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Sean
Lyons
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CEO,
President, Secretary,
Treasurer
& Director
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ARTICLE
VII
INCORPORATOR
The name and address of the
Corporation’s incorporator is:
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Name
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Address
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Brenda
K. Holland
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1801
North Highland Avenue
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Tampa,
Florida 33602
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ARTICLE
VIII
BY-LAWS
The power to adopt, alter, amend or
repeal by-laws of this Corporation shall be vested in its shareholders and
separately in its Board of Directors, as prescribed by the by-laws of the
Corporation.
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ARTICLE
IX
INDEMNIFICATION
If the criteria set forth in
§607.0850(1) or (2), Florida
Statutes, as then in effect, have been met, then the Corporation shall
indemnify any director, officer, employee or agent thereof, whether current or
former, together with his or her personal representatives, devisees or heirs, in
the manner and to the extent contemplated by §607.0850, as then in effect, or by
any successor law thereto.
IN WITNESS WHEREOF, the undersigned has
executed these Articles of Incorporation
this
23rd
day of November, 2009.
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/s/ Brenda K. Holland
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Brenda
K. Holland, Incorporator
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CERTIFICATE
DESIGNATING
REGISTERED
AGENT
Pursuant to the provisions of §§48.091
and 607.0501, Florida
Statutes, SHADES HOLDINGS, INC., desiring to organize under the laws of
the State of Florida, hereby designates BUSH ROSS REGISTERED AGENT SERVICES,
LLC, as its Registered Agent for the purpose of accepting service of process
within such State and designates 1801 N. Highland Avenue, Tampa, Florida 33602,
the business office of its Registered Agent, as its Registered
Office.
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SHADES
HOLDINGS, INC.
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By:
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/s/ Brenda K. Holland
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Brenda
K. Holland,
Incorporator
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ACKNOWLEDGMENT
BUSH ROSS REGISTERED AGENT SERVICES,
LLC hereby accepts the appointment as Registered Agent of the above named
corporation, and agrees to act as such in accordance with the provisions of
§§48.091 and 607.0505, Florida Statutes.
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BUSH
ROSS REGISTERED AGENT
SERVICES,
LLC
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By:
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/s/ John N. Giordano
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John
N. Giordano, Vice
President
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