T.O ENTERTAINMENT, INC. - FORM 8-K - EX-3 - EXHIBIT 3.1.2

Attached files

file	filename
8-K - FORM 8K - T.O ENTERTAINMENT, INC.	toe8knamechange352012.htm
EX-3 - EXHIBIT 3.1.1 - T.O ENTERTAINMENT, INC.	exhibit311.htm

E-Filed

Document processing fee

If document id filed on paper

$125.00

If document is filed electronically $ 50.00

Fees & forms/cover sheets

are subject to change.

To file electronically, access instructions

for this form/cover sheet and other

information or print copies of filed

documents, visit www.sos.state.co.us

and select Business Center.

Paper documents must be typewritten or machine printed

Colorado Secretary of State

Date and Time: 05/22/2008 11:53 AM

ID Number: 20081279604

Document number: 20081279604

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation

filed pursuant to §7-90-301, et seq. and §7-102-102 of the Colorado Revised Statutes (C.R.S.)

Entity name:

IBI Acquisitions, Inc.

(The name of a corporation must contain the term or abbreviation “corporation”, Incorporated”, “company”, “limited”, “corp.”, “inc.”, “co.”, or “ltd”; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c.”, or “pc” §7-90-601, C.R.S.

Use of Restricted Words (if any of these terms are contained hi an entity name, true name of an entity, trade name or trademark stated hi this document, mark the applicable box):

¨ “bank” or “trust” or any derivative thereof

¨ “credit union” ¨ “savings and loan”

¨ “insurance”, casualty”, “mutual “, or “surety”

Principal office street address:

3250 W. 114th Circle

(Street name and number or Post Office information)

Unit D

Westminster

80031

(City) (State) (Postal Zip Code)

United States

(Providence-if applicable) (Country – if not US)

Principal office mailing address:

(Street name and number or Post Office information)

(City) (State) (Postal Zip Code)

(Providence-if applicable) (Country – if not US)

Registered agent: (if an individual):

Sessions

Patsy

OR (if a business organization):

The person appointed as registered agent in the document has consented to being so appointed.

Registered agent street address:

3250 W. 114th Circle

(Street name and number or Post Office information)

Unit D

Westminster

80031

(City) (State) (Postal Zip Code)

United States

(Providence-if applicable) (Country – if not US)

ARTINC_PC Page 1 of 3 Rev. 01/01/2008

Registered agent mailing address:

(LEAVE BLANK if same as above)

(Street name and number or Post Office information)

(City) (State) (Postal Zip Code)

(Providence-if applicable) (Country – if not US)

If the corporation’s period of duration is less than perpetual, state the date on which the period of duration expires::

(mm/dd/yyyy)

10.

(OPTIONAL) Delayed effective date:

(mm/dd/yyyy)

11.

Name(s) and address(es) of incorporator(s): (if an individual):

Sessions

Patsy

(Last) (First) (Middle) (Suffix)

OR (if a business organization):

3250 W. 114th Circle

(Street name and number or Post Office information)

Unit D

Westminster

80031

(City) (State) (Postal Zip Code)

United States

(Providence-if applicable) (Country – if not US)

(if an individual):

(Last) (First) (Middle) (Suffix)

OR (if a business organization):

(Street name and number or Post Office information)

(City) (State) (Postal Zip Code)

(Providence-if applicable) (Country – if not US)

(if an individual):

(Last) (First) (Middle) (Suffix)

OR (if a business organization):

(Street name and number or Post Office information)

(City) (State) (Postal Zip Code)

(Providence-if applicable) (Country – if not US)

ARTINC_PC Page 2 of 3 Rev. 01/01/2008


	(If there are more than three incorporators, mark this box ¨ and include an attachment stating the true names and mailing address of all additional incorporators)

12.	The corporation is authorized to issue	100,000,000	shares of common stock.
		(number)

	(Additional classes of capital stock may be authorized and additional information regarding the corporation’s stock ma be stated, mark this box n and include an attachment stating pertinent information)

13.	Additional information may be included pursuant to §7-102-102, C.R.S. and other organic statutes such as title 12, C.R.S. If applicable, mark this box n and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the

person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity

with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic

statutes, and that the individual in good faith believes the facts stated in the document are true and the

document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of

state, whether or not such individual is named in the document as one who has caused it to be delivered.


14.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Sessions	Patsy
		(Last) (First) (Middle) (Suffix)

		3250 W. 114th Circle
		(Street name and number or Post Office information)
		Unit D
		Westminster		CO	80031
		(City) (State) (Postal Zip Code)
				United States
		(Providence-if applicable) (Country – if not US)

(The document need not state the tine name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box ¨ and include all attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are

offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

ARTINC_PC Page 3 of 3 Rev. 01/01/2008

NOTICE:

This :image” is merely a display of information that was filed electronically. It is not an image that was created by optically scanning a paper document.

No such paper document was filed. Consequently, no copy of a paper document is available regarding this document.

Questions? Contact Business Division. For contact information, please visit the Secretary of State’s web site.

Click to view the following attachments

Attachment 1

Preferred Stock

Attachment 2

Additional Information

Preferred Stock. The aggregate number of preferred shares which this corporation shall have the authority to issue is ten million (10,000,000) shares, each with no par value, which shares shall be designated "Preferred Stock." Shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors. The Board of Directors is hereby authorized, by resolution or resolutions, to provide from time to time, out of the unissued shares of Preferred Stock not then allocated to any series of Preferred Stock, for a series of the Preferred Stock. Each such series shall have distinctive serial designations. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, by resolution or resolutions, the voting powers, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof as provided by Colorado law. Before issuing any shares of a class or series, the corporation shall deliver to the secretary of state for filing articles of amendment to these articles of incorporation that set forth information required by Colorado law, including but not limited to, the designations, preferences, limitations, and relative rights of the class or series of shares.

Voting. Unless otherwise ordered by a court of competent jurisdiction, at all meetings of shareholders one-third of the shares of a voting group entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum of that voting group.

Indemnification. The corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the corporation against any claim, liability or expenses arising against or incurred by such person made party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the corporation or because he was a director, officer, agent, fiduciary or employee of the corporation or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the corporation's request. The corporation shall further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.

Limitation on Director's Liability. No director of this corporation shall have any personal liability for monetary damages to the corporation or its shareholders for breach of his fiduciary duty as a director, except that this provision shall not eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of Colorado Revised Statutes §7-106-401 or the articles of incorporation if it is established that the director did not perform his duties in compliance with Colorado Revised Statutes §7-108-401, provided that the personal liability of a director in this circumstance shall be limited to the amount of the distribution which exceeds what could have been distributed without violation of Colorado Revised Statutes §7-106-401 or the articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained herein will be construed to deprive any director of his right to all defenses ordinarily available to a director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

Non-Unanimous Written Consent. Unless these Articles of Incorporation require that an action be taken at a shareholders' meeting or unless shares are entitled to be voted cumulatively in the election of directors, any action required or permitted to be taken by the corporation may be authorized by written consent of fewer than all the voting shares. The consent must be obtained from the same number of voting shares as would be needed to authorize such action at a meeting if all of the shares entitled to vote thereon were present and voted. If shares are entitled to be voted cumulatively in the election of directors, shareholders may take action to elect or remove directors without a meeting only if these Articles of Incorporation do not require that such action be taken at a shareholders’ meeting, and all of the shareholders entitled to vote in the election or removal sign writings describing and consenting to the election or removal of the same directors.

E-Filed

Document must be filed electronically.

Paper documents will not be accepted.

Document processing fee

$25.00

Fees & forms/cover sheets

are subject to change.

To access other information or print

copies of filed documents,

visit www.sos.state.co.us and

select Business.

Colorado Secretary of State

Date and Time: 03/05/2012 11:28 AM

ID Number: 20081279604

Document number: 20121140607

Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-1 10-106 of the Colorado Revised Statutes (C.R.S.)


ID number:		20081279604

1.	Entity name:	IBI Acquisitions, Inc.
		(If changing the name of the corporation, indicate name BEFORE the name change)

2.	New Entity name: (if applicable)	T.O Entertainment, Inc.

3.	Use of Restricted Words (if any of these terms are contained hi an entity name, true name of an entity, trade name or trademark stated hi this document, mark the applicable box):	¨ “bank” or “trust” or any derivative thereof ¨ “credit union” ¨ “savings and loan” ¨ “insurance”, casualty”, “mutual “, or “surety”

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6.	If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
		(mm/dd/yyyy)

	OR

	If the corporation’s period of duration as amended is perpetual, mark this box: n

7.	(Optional) Delayed effective date:
		(mm/dd/yyyy)

Notice:

person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity

with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic

statutes, and that the individual in good faith believes the facts stated in the document are true and the

document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of

state, whether or not such individual is named in the document as one who has caused it to be delivered.

AMD_PC Page 1 of 2 Rev. 5/01/2010


8.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Joiner	Gary		S.
		(Last) (First) (Middle) (Suffix)

		4750 Table Mesa Dr.
		(Street name and number or Post Office information)

		Boulder		CO		80305
		(City) (State) (Postal Zip Code)

				United States
		(Providence-if applicable) (Country – if not US)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are

AMD_PC Page 2 of 2 Rev. 5/01/2010

T.O ENTERTAINMENT, INC. - FORM 8-K - EX-3 - EXHIBIT 3.1.2 - March 7, 2012

Attached files

T.O ENTERTAINMENT, INC. Reports