Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - ZEONS GLOBAL INC. | zeon_s1.htm |
| EX-5.1 - OPINION OF SPRINGS LAW FIRM PLLC - ZEONS GLOBAL INC. | zeon_ex51.htm |
| EX-3.2 - BY-LAWS - ZEONS GLOBAL INC. | zeon_ex32.htm |
| EX-10.1 - ADMINISTRATIVE SERVICES AGREEMENT - ZEONS GLOBAL INC. | zeon_ex102.htm |
| EX-23.1 - CONSENT OF TARVARAN, ASKELSON & COMPANY - ZEONS GLOBAL INC. | zeon_ex231.htm |
EXHIBIT 3.1
INSTRUMENT OF ORGANIZATION BY INCORPORATOR
AND UNANIMOUS CONSENT IN LIEU OF
ORGANIZATIONAL MEETING OF INCORPORATORS
OF
Khanstellation Group, Inc.
PURSUANT TO 8 DEL.C., §108(c)
OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
I, VENUS SPRINGS, the sole incorporator of Khanstellation Group, Inc., a Delaware corporation (the “Company”), under the General Corporation Law of Delaware, hereby sign this instrument under Section 108(c) of said General Corporation Law, and by it do hereby take action and certify as follows:
FIRST: I confirm that the Certificate of Incorporation of Khanstellation Group, Inc., a true copy of which is attached as Exhibit A, was filed with the Secretary of State of Delaware on April 29, 2010, and was recorded and indexed by the Recorder of Deeds of the County of New Castle in accordance with Section 103(c) of the General Corporation Law of Delaware and that this corporation proceeds to do business thereunder.
SECOND: I hereby adopt the By-laws attached as Exhibit B hereto as and to be the By-laws of the Company and to be inserted in the minute book immediately following the copy of the Certificate of Incorporation.
THIRD: I hereby designate and elect,
|
Name
|
Title
|
Address
|
|
Asim Khan
|
Chairman of the Board
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Thomas J. Farinola
|
Director
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Tasneem Khan
|
Director
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Larry Smith
|
Director
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Danny Jenkins
|
Director
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
1
to be the directors and constitute the Board of Directors of the Corporation for the ensuing year and until the first annual meeting of stockholders of the Corporation or until successors are chosen and qualify, subject to the newly elected directors right to elect more directors to serve with them for the initial term.
FOURTH: The Corporation shall be authorized to enter into agreements with Board members providing for yearly compensation of up to 15,000 shares of Common Stock and allowing for sales of stock to directors pursuant to a separate restricted stock agreement.
FIFTH: The aggregate number of shares which the Corporation shall have authority to issue is 50,000,000; of which 5,000,000 shares of the par value of $0.001 shall be designated Preferred Stock and 45,000,000 shares of the par value of $0.001 shall be designated Common Stock.
SIXTH: The Board of Directors is hereby authorized to issue the capital stock of the Corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in such amounts and proportions as from time to time shall be determined by the Board, and to accept in full or in part payment thereof such property as the Board may determine shall be good and sufficient consideration and necessary for the business of the Corporation.
SEVENTH: The initial amount of Common Stock shares issued shall be 12,150,000. The initial amount of Preferred Stock shares issued shall be 1,000,000. The share ownership shall be distributed as follows:
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Name
|
Common Stock
|
Preferred Stock
|
||||||
|
Asim Khan
|
9,450,000 | 1,000,000 | ||||||
|
Thomas J. Farinola
|
900,000 |
—
|
||||||
|
Tasneem Khan
|
1,350,000 |
—
|
||||||
|
Elizabeth Ovando
|
450,000 |
—
|
||||||
2
EIGHTH: I hereby designate and elect the following individuals to be the initial officers of the Corporation,
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Name
|
Title
|
Address
|
|
Thomas J. Farinola
|
President
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Asim Khan
|
Chief Executive Officer
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Tasneem Khan
|
Secretary
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Elizabeth Ovando
|
Treasurer
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
|
Asim Khan
|
Chief Financial Officer
|
30552 Puerto Vallarta Dr
Laguna Niguel CA 92677
|
3
IN WITNESS WHEREOF, I have signed this instrument as of the 29th, day of April, 2010.
