National Graphite Corp - FORM 8-K - EX-3 - EXHIBIT 3

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8-K - FORM 8-K - National Graphite Corp	t70263_8k.htm

Exhibit 3


		140301
	ROSS MILLER
	Secretary of State
	204 North Carson Street, Suite 1
	Carson City, Nevada 89701-4520
	(775) 684-5708
	Website: www.nvsos.gov	Filed in the office of	Document Number
			20110213431-78
		/s/ Ross Miller	Filing Date and Time
		Ross Miller	03/22/2011 3:51 PM
Articles of Conversion		Secretary of State	Entity Number
(PURSUANT TO NRS 92A.205)		State of Nevada	E0162622011-6
Page 1

USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY
	Articles of Conversion (Pursuant to NRS 92A.205)


1.	Name and jurisdiction of organization of constituent entity and resulting entity:

		LUCKY BOY SILVER CROP.
		Name of constituent entity

		WYOMING		CORPORATION
		Jurisdiction		Entity type*

		and,

		LUCKY BOY SILVER CORP.
		Name of resulting entity

		NEVADA		CORPORATION
		Jurisdiction		Entity type *

2.	A Plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.

3.	Location of plan of conversion: (check one)

		o	The entire plan of conversion is attached to these articles.

		x	The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity.

		o	The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330.

* corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Conversion Page 1

Revised: 10-16-09

	ROSS MILLER
	Secretary of State
	204 North Carson Street, Suite 1
	Carson City, Nevada 89701-4520
	(775) 684-5708
	Website: www.nvsos.gov



Articles of Conversion
(PURSUANT TO NRS 92A.205)
Page 2

use black ink only - do not highlight

above space is for office use only


	4.	Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the resulting entity in the conversion):

		Attn:

		c/o:


5.	Effective date of conversion (optional) (not to exceed 90 days after the articles are filed pursuant to NRS
	92A.240)*	MARCH 14, 2011


	6.	Signatures - must be signed by:

		1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87).

		2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it.

		LUCKY BOY SILVER CORP

* Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity’s articles.

FILING FEE: $350.00

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 fees.

Nevada Secretary of State 92A Conversion Page 2

Revised: 10-16-09



	ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov


	Filed in the office of	Document Number 20110213432-89
	/s/ Ross Miller	Filing Date and Time 03/22/2011 3:51 PM
Articles of Incorporation (PURSUANT TO NRS CHAPTER 78)	Ross Miller Secretary of State State of Nevada	Entity Number E0162622011-6

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Corporation:

LUCKY BOY SILVER CORP.

2. Registered Agent for Service of Process: (check only one box)

Commercial Registered Agent;

Name

Noncommercial Registered Agent
(name and address below)

Office or Position with Entity

(name and address below)

SOUTHWEST BUSINESS SERVICES, INC.

Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity

701 N. GREEN VALLEYPKWY # 200

HENDERSON

Nevada 89074

Street Address

City

Zip Code

701 N. GREEN VALLEY PKWY #200-258

HENDERSON

Nevada 89074

Mailing Address (if different from street address)

City

Zip Code

3. Authorized Stock: (number of shares corporation is authorized to issue)

Number of

shares with

par value:

500,000,000

Par value

per share: $

0.001

Number of

without

par value:

4. Names and

Addresses of the

Board of

Directors/Trustees:

(each Director/Trustee

must be a natural person

at least 18 years of age:

attach additional page if

more than two

directors/trustees)

KEN LIEBSCHER

Name

7230 Indian Creek Ln., Ste 201

LAS VEGAS

89149

Street Address

City

State

Zip Code

Fortunato Villamagna

Name

10805 Bernine Dr

LAS VEGAS

89141

Street Address

City

State

Zip Code

5. Purpose: (optional; see instructions)

The purpose of the corporation shall be:

ALL LEGAL PURPOSES

6. Name Address

and Signature of

Incorporator: (attach

additional page if more

than one incorporator)

KEN LIEBSCHER

/s/ Ken Liebscher

Name

Incorporator Signature

7230 Indian Creek Ln., Ste 201

LAS VEGAS

89149

Address

City

State

Zip Code

7. Certificate of Acceptance of Appointment of Registered Agent:

I hereby accept appointment as Registered Agent for the above named Entity.

Southwest Business Services LLC

Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity.

3/11/11

Date


This form must be accompanied by appropriate fees.	Nevada Secretary of State NRS 74 Articles Revised 4-10-09

Name of constituent entity

/s/ Ken Liebscher