EX-3.1 2 ex3-1.htm

 

Exhibit 3.1

 

 

BARBARA K. CEGAVSKE

Secretary of State

 

 

KIMBERLEY PERONDI

Deputy Secretary for
Commercial Recordings

STATE OF NEVADA

OFFICE OF THE

SECRETARY OF STATE

 

Commercial Recordings & Notary Division
202 N. Carson Street

Carson City, NV 89701

Telephone (775) 684-5708

Fax (775) 684-7138

 

North Las Vegas City Hall
2250 Las Vegas Blvd North, Suite 400
North Las Vegas, NV 89030

Telephone (702) 486-2880

Fax (702) 486-2888

 

ERIC NEWLAN Work Order #:                                         
800 PARKER SQUARE SUITE 205                                         
FLOWER MOUND, TX 75028, USA Receipt Version: 1
   
Special Handling Instructions: Submitter ID: 135732

 

Charges

Description Fee Description Filing Number

Filing

Date/Time

Filing

Status

 Qty Price Amount
Business Entity Filed Documents Fees 20222762794                      
                     		 Approved 1                                                            
Total                                                                      

 

Payments 

Type Description Payment Status Amount
Credit Card 6687067606716054203286 Success                              
Total                                  
    Credit Balance:                              

 

ERIC NEWLAN

800 PARKER SQUARE SUITE 205

FLOWER MOUND, TX 75028, USA

 

 

 

 

       
BARBARA K. CEGAVSKE  Annual or Amended List  
Secretary of State and State Business  
202 North Carson Street License Application  
Carson City, Nevada 89701-4201    
(775) 684-5708     
Website: www.nvsos.gov    
 www.nvsilverflume.gov    
       

 

☐     ANNUAL   ☒    AMENDED (check one)

 

List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: 


LUDWIG ENTERPRISES, INC.
 
NV20061484500
NAME OF ENTITY   Entity or Nevada Business
Identification Number (NVID)

 

TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

IMPORTANT: Read instructions before completing and returning this form. 

Please indicate the entity type (check only one):

 

☒Corporation

☐This corporation is publicly traded, the Central Index Key number is:
 
☐Nonprofit Corporation (see nonprofit sections below)

 

☐Limited-Liability Company

 


☐Limited Partnership

 

☐Limited-Liability Partnership

 

☐Limited-Liability Limited Partnership

 

☐Business Trust

 

☐Corporation Sole

Filed in the Office of

 

Secretary of State

State Of Nevada

 

Business Number

E0103202006-8

Filing Number

20222530199

Filed On

08/04/2022 14:43:21 PM

Number of Pages
2


Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page.

CHECK ONLY IF APPLICABLE

Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 

☐   001 - Governmental Entity

    
☐   006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number    

For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming an exemption under 501(c) designation must indicate by checking box below.

☐    Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee.

Exemption Code 002

For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners’ association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license.

 

☐    Unit-owners’ Association   ☐    Religious, charitable, fraternal or other organization that qualifies as a tax-exempt

organization pursuant to 26 U.S.C. $501(c)

For nonprofit entities formed under NRS Chapter 82 and 80:Charitable Solicitation Information - check applicable box 

Does the Organization intend to solicit charitable or tax deductible contributions?

☐    No - no additional form is required

☐    Yes - the "Charitable Solicitation Registration Statement" is required.

☐    The Organization claims exemption pursuant to NRS 82A 210 - the "Exemption From Charitable Solicitation Registration Statement" is required

 

**Failure to include the required statement form will result in rejection of the filing and could result in late fees.**

 

Page 1 of 2

 

 

 

 

       
BARBARA K. CEGAVSKE  Annual or Amended List  
Secretary of State and State Business License  
202 North Carson Street Application - Continued  
Carson City, Nevada 89701-4201    
(775) 684-5708     
Website: www.nvsos.gov    
 www.nvsilverflume.gov    
       

 

Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: 

                     
  CORPORATION, INDICATE THE PRESIDENT:
  Anne Blackstone   USA  
  Name       Country      
  1749 Victorian Avenue #C-350   Sparks   NV   89431  
  Address   City       State   Zip/Postal Code  
  CORPORATION, INDICATE THE SECRETARY:
  Anne Blackstone   USA  
  Name       Country      
  1749 Victorian Avenue #C-350   Sparks   NV   89431  
  Address   City       State   Zip/Postal Code  
  CORPORATION, INDICATE THE DIRECTOR:
  Anne Blackstone   USA  
  Name       Country      
  1749 Victorian Avenue #C-350   Sparks   NV   89431  
  Address   City       State   Zip/Postal Code  
  CORPORATION, INDICATE THE TREASURER:
  Anne Blackstone   USA  
  Name       Country      
  1749 Victorian Avenue #C-350   Sparks   NV   89431  
  Address   City       State   Zip/Postal Code  

 

None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.

  

I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

 

X      Thomas Terwilliger   Authorized Signer   08/04/2022
Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Subscriber, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED   Title   Date

 

Page 2 of 2

 

 

 

 

BARBARA K. CEGAVSKE 
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708 
Website: www.nvsos.gov

Filed in the Office of

 

Secretary of State

State Of Nevada

 

Business Number

E0103202006-8

Filing Number

20222523683

Filed On

7/5/2022 10:00:00 AM

Number of Pages
6

Profit Corporation:
Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390
Certificate to Accompany Restated Articles or Amended and
Restated Articles (PURSUANT TO NRS 78.403)
Officer’s Statement (PURSUANT TO NRS 80.030)

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 

1. Entity information:

Name of entity as on file with the Nevada Secretary of State:

LUDWIG ENTERPRISES, INC

 

Entity or Nevada Business Identification Number (NVID): E0103202006-8

 

2. Restated or Amended and Restated Articles: (Select one)

 

(If amending and restating only, complete section 1,2 3, 5 and 6)

 

☒   Certificate to Accompany Restated Articles or Amended and Restated Articles

☐   Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

 

☒   Amended and Restated Articles

* Restated or Amended and Restated Articles must be included with this filing type.

3. Type of Amendment Filing Being Completed: (Select only one box)

 

(If amending, complete section 1, 3, 5 and 6.)

 

☐   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

 

The undersigned declare that they constitute at least two-thirds of the following:

 

(Check only one box)                  incorporators                 x           board of directors

 

The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

☒   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The vote by which the stockholders holding shares in the corporation entitling 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 the provisions of the articles of incorporation* have voted in favor of the amendment is: 63%

 

☐   Officer's Statement (foreign qualified entities only) - 

     Name in home state, if using a modified name in Nevada:

   ☐

     Jurisdiction of formation:

 

     Changes to takes the following effect.

☐   The entity name has been amended.                                                                                ☐   Dissolution

☐   The purpose of the entity has been amended                                                                                ☐   Merger

☐   The authorized shares have been amended                                                                                ☐   Conversion

☐   Other: (specify changes)

 

* Officers Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation

This form must be accompanied by appropriate fees.

 

Page 1 of 2

Revised: 1/1/2019

 

 

 

BARBARA K. CEGAVSKE 
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708 
Website: www.nvsos.gov

 


Profit Corporation:
Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390
Certificate to Accompany Restated Articles or Amended and
Restated Articles (PURSUANT TO NRS 78.403)
Officer’s Statement (PURSUANT TO NRS 80.030)
     

4. Effective Date and

Date:

Time:

Time: (Optional) (must not be later than 90 days after the certificate is filed)
5. Information Being Changed: (Domestic corporations only)

Changes to takes the following effect:

 

The entity name has been amended

The registered agent has been changed (attach Certificate of Acceptance from new registered agent)

The purpose of the entity has been amended.

☒    The authorized shares have been amended.

☒    The directors, managers or general partners have been amended.

 IRS tax language has been added.

 Articles have been added.

 Articles have been deleted.

☒    Other.

 The articles have been amended as follows: (provide article numbers, if available)

 

SEE ATTACHED:

 

(attach additional page(s) if necessary)

6. Signature:
(Required)		 X AUTHORIZED SIGNER
  Signature of Officer or Authorized Signer Title
       
  X    
    Signature of Officer or Authorized Signer Title
  *lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:

(attach additional page(s) if necessary)

 

 

This form must be accompanied by appropriate fees.

 

Page 2 of 2

Revised: 1/1/2019

 

 

 

 

LUDWIG ENTERPRISES, INC.

 

ENTITY NUMBER: E0103202006-8

 

ARTICLES OF INCORPORATION – AMENDMENT

 

SECTION 3:

 

DELETE CURRENT

 

AUTHORIZED SHARES:     500,000,000

 

ADD:

 

AUTHORIZED SHARES:     1,257,000,000

 

COMMON SHARES:            1,250,000,000  PAR $0.001

 

PREFERRED SHARES:         7,000,000        PAR $0.001

 

ADD SECTION 3A:

 

ARTICLES OF AMENDMENT
TO
ARTICLES OF
INCORPORATION OF
LUDWIG ENTERPRISES,
INC.

 

SECTION 3A

 

Pursuant to Chapter 78.195 of the of the Nevada Revised Statutes, G000 Green, Inc., a Nevada corporation (the “Corporation”), does hereby certify:

 

The Articles of Incorporation of the Corporation (the “Charter”) confer upon the Board of Directors of the Corporation (the “Board of Directors”) the authority to provide for the issuance, from time to time, in one or more series, of shares of preferred stock and, in the resolution or resolutions providing for such issue, establish for each such series the number of shares, the designations, powers, privileges, preferences and rights, if any, of the shares of such series, and the qualifications, limitations and restrictions, if any, of such series, to the fullest extent permitted by the Nevada Revised Statutes as the same exists or may hereafter be amended On May 31, 2022, the Board of Directors duly adopted the following resolution increasing the authorized common shares of Issuer to 1,250,000,000 common shares and creating a series of Convertible Preferred Stock, comprised of Seven Million (7,000,000) authorized shares, and such resolution has not been modified and is in full force and effect on the date hereof:

 

 

 

RESOLVED that, pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Charter, a series of the class of authorized convertible preferred stock, par value $0.001 per share, of the Corporation is hereby created and that the designation and number of shares thereof and the powers, preferences and rights of the shares of such series, and the qualifications, limitations and restrictions thereof are as follows:

 

FIRST:These Articles of Amendment were adopted by the Board of Directors on May 31, 2022, in the manner prescribed by Chapter 78.195 of the of the Nevada Revised Statutes (“NRS”) Shareholder action was not required.

 

SECOND:That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolution on May 31, 2022, designating the total authorized shares of the Company be amended to 1257,000,000 shares.

 

THIRD:That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolution on May 31, 2022, designating 1,250,000,000 share of the Company’s authorized shock as “Common Stock” par value $0.001 per share.

 

FORTH:That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolution on May 31, 2022, designating 7,000,000 shares of the Company’s authorized stock as “Preferred”, also known as “Convertible Preferred Stock” par value $0.001 per share subject to the terms and conditions set forth herein below.

 

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series of Convertible Preferred Stock, having a par value of $0.001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:

 

TERMS OF
PREFERRED STOCK

 

Seven Million (7,000,000) shares of the authorized Preferred Stock of the Corporation are hereby designated “Convertible Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations.

 

1. Fractional Shares. Convertible Preferred Stock may be issued in fractional shares.

 

2.   Dividends Convertible Preferred Stock shall be treated pari passu with Common Stock except that the dividend on each share of Convertible Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate.

 

 

 

3.  Liquidation, Dissolution, or Winding Up. Payments to Holders of Convertible Preferred Stock shall be treated pari passu with Common Stock except that the payment on each share of Convertible Preferred Stock shall be equal to the amount of the payment on each share of Common Stock multiplied by the Conversion Rate. Once issued Convertible Preferred Shares may not be transferred, liened, encumbered or sold without an affirmative vote of (two/thirds) 2/3rds or more vote of all issued “Convertible Preferred Stock”.

 

4. Voting. The shares of Series Convertible Preferred Stock shall vote on all matters as a class with the holders of Common Stock and each share of Convertible Preferred Stock shall be entitled to the number of votes per share equal to the Conversion Rate.

 

5. Conversion Rate and Adjustments.

 

(a) Conversion Rate. The Conversion Rate shall be 100 shares of Common Stock (as adjusted pursuant to this Section 5) for each share of Convertible Preferred Stock.

 

(b) Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the issuance of the Convertible Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased If the Corporation shall at any time or from time to time after the issuance of the Convertible Preferred Stock combine the outstanding shares of Common Stock, the Conversion Rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

 

(c) Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation, or merger involving the Corporation in which the Common Stock (but not the Convertible Preferred Stock) is converted into or exchanged for securities, cash, or other property, then, following any such reorganization, recapitalization, reclassification, consolidation, or merger each share of Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities. cash or other property that a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation, or merger would have been entitled to receive pursuant to such transaction.

 

6. Automatic Conversion. on January 1st, 2025.

 

7. Anti-Dilution Provision. 

 

The holders of the Convertible Preferred Stock shall have anti-dilution rights (the “Anti-Dilution Rights”) until and during the Two-year period after the Convertible Preferred shares are converted into shares of Common Stock at its then effective Conversion Rate. The anti-dilution rights shall be pro-rata to the holder’s ownership of the Convertible Preferred Stock The Company agrees to assure that the holders of the Convertible Preferred Stock shall have and maintain at all times, full ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 65%, calculated on a fully diluted basis. In the event that the Company issues any shares of common stock, preferred stock or any security convertible into or exchangeable for common stock or preferred stock to any person or entity, the Company agrees to undertake all necessary measures as may be necessary or expedient to accommodate its performance under this Convertible Preferred Stock Designation, including, without limitation, the amendment of its articles of incorporation to the extent necessary to provide for a sufficient number of shares of authorized common stock or preferred stock to be issued to Convertible Preferred Stock holders so as to maintain in Convertible Preferred Stock holders, a 65% interest in the common stock and preferred stock of the Company, calculated on a fully-diluted basis.

 

 

 

 

8. Waiver. Any of the rights, powers, or preferences of the holders of Convertible Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of (two/thirds) 2/3rds or more of the shares of Convertible Preferred Stock then outstanding.

 

RESOLVED, FURTHER, that any executive officer of the Corporation be, and they hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences. Rights and Limitations in accordance with the foregoing resolution and the provisions of Nevada law.

 

IN WITNESS WHEREOF, the undersigned have executed these Articles of Amendment this 1st day of July 2022.

 

  /S/Anne Blackstone
  Name: Anne Blackstone
  Title: CEO, Ludwig Enterprises Inc.

 

 

 

 

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708

 Annual or Amended List
and State Business
License Application

Website:   www.nvsos.gov
                   www.nvsilverflume.gov 

    
       

☑   ANNUAL ☐ AMENDED (check one)

 

List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers:

 

LUDWIG ENTERPRISES, INC.    NV20061484500
NAME OF ENTITY   Entity or Nevada Business
Identification Number (NVID)

 

TYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

IMPORTANT: Read instructions before completing and returning this form.

Please indicate the entity type (check only one):

☑ Corporation
    ☐   This corporation is publicly traded, the Central Index Key number is:
       
 
☐  Nonprofit Corporation (see nonprofit sections below)
   
☐ Limited-Liability Company
   
☐ Limited Partnership
   
☐ Limited-Liability Partnership
   
☐ Limited-Liability Limited Partnership
   
☐ Business Trust
   
☐ Corporation Sole
Filed in the Office of Business Number
E0103202006-8
  Filing Number
20222130494
Secretary of State
State Of Nevada		 Filed On
02/27/2022 16:28:59 PM
  Number of Pages
2


Additional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page.

CHECK ONLY IF APPLICABLE
Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 
☐ 001 - Governmental Entity
☐ 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number    
For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming an exemption under 501(c) designation must indicate by checking box below.
☐ Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee.
  Exemption Code 002
For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners’ association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license.
   ☐      unit-owners’ Association ☐ Religious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. $501 (c)
For nonprofit entities formed under NRS Chapter 82 and 80:Charitable Solicitation Information - check applicable box
Does the Organization intend to solicit charitable or tax deductible contributions?  
☐ No - no additional form is required
☐ Yes - the “Charitable Solicitation Registration Statement” is required.
☐ The Organization claims exemption pursuant to NRS 82A 210 - the “Exemption From Charitable Solicitation Registration Statement” is required
  **Failure to include the required statement form will result in rejection of the filing and could result in late fees.**
           

page 1 of 2

 

 

       
BARBARA K. CEGAVSKE  Annual or Amended List  
Secretary of State and State Business License  
202 North Carson Street Application - Continued  
Carson City, Nevada 89701-4201    
(775) 684-5708     
Website: www.nvsos.gov    
 www.nvsilverflume.gov    
       

 

Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers:

                     
  CORPORATION, INDICATE THE PRESIDENT:
  JEAN CHERUBIN    USA  
  Name        Country      
  1702 A STREET C350    SPARKS   NV    89431  
  Address    City       State    Zip/Postal Code  
  CORPORATION, INDICATE THE SECRETARY:
  JEAN CHERUBIN    USA  
  Name        Country      
  1702 A STREET C350    SPARKS   NV    89431  
  Address    City       State    Zip/Postal Code  
  CORPORATION, INDICATE THE DIRECTOR:
  JEAN CHERUBIN    USA  
  Name        Country      
  1702 A STREET C350    SPARKS   NV    89431  
  Address    City       State    Zip/Postal Code  
  CORPORATION, INDICATE THE TREASURER:
  JEAN CHERUBIN    USA  
  Name        Country      
  1702 A STREET C350    SPARKS   NV    89431  
  Address    City       State    Zip/Postal Code  

 

None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.

  

I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.

 

X     Jean Cherubin   President   02/27/2022
Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Subscriber, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED   Title   Date

 

page 2 of 2

 

 

 

  

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

 

Certificate of Accompany
Restated Articles or
Amended and Restated Articles
(PURSUANT TO NRS)

 

 

 

Filed in the Office of

Secretary of State

State Of Nevada

 

Business Number

E0103202006-8

Filing Number

20100269022-74

Filed On

04/23/2010

Number of Pages
2


USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY

 

This Form is to Accompany Restated Articles of Amendment and Restated Articles of Incorporation

(PURSUANT TO NRS 78.403, 82.371, 06.221, 37A, 83.386 or 63A, 290) 

(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability Campaniles, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

 

1.  Name of Nevada entity as last recorded in this office:

LUDWIG ENTERPRISES, INC.

 

2. The articles are: (mark only one box)    ☐  Restated         ☒   Amended and Restated

Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

 

3.   Indicate what changes have been made by checking the appropriate box:*

☐No amendments articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of director adopted on:

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificates.

☐The entity name has been amended.
☐The registered agent has been changed (attach Certificate of Acceptance from new registered agent)

☐The purpose of the entity has been amended.

☒The authorized shares have been amended.

☐The directors, managers or general partners have been amended.
☐ IRS tax language has been added.

☐Articles have been added.

☐Articles have been deleted.
☐Other. The article or certificate have been amended as follows: (provide article numbers, if available)

 

* This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles.

The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificate.

 

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 Amended Articles

Revised: 10-16-02

 

 

 

 

 

 

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

 

Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)

 

USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)

 

1.       Name of corporation:

LUDWIG ENTERPRISES, INC.

 

2.  The articles have been amended as follows: (provide article numbers, if available)

 

#3 SHARES: Number of shares with par 500,000,000 par value $0.001

                      Number of shares without par -- none

 

3.   The vote by which the stockholders holding shares in the corporation entitling them to exercise a 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 the provisions of the articles of incorporation* have voted in favor of the amendment is:                 54,640,950

 

4.   Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X    
Signature of Officer

 

*lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

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 Amended Article

Revised: 3-8-02

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 
Website: secretaryofstate.biz

 

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1

 

Filed in the Office of

 

Secretary of State

State Of Nevada

 

Business Number

E0103202006-8

Filing Number

20060194823-85

Filed On

03/28/2006

Number of Pages
6


ABOVE SPACE IS FOR OFFICE USE ONLY

 

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

 

1)Name and Jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ☐ and attach an 8 1/2” x11” blank sheet containing the required information for each additional entity.

 

LUDWIG ENTERPRISES, INC.

 

Name of merging entity    
     
KENTUCKY   CORPORATION
Jurisdiction   Entity type *
     
Name of merging entity    
     
Jurisdiction   Entity type *
     
Name of merging entity    
     
Jurisdiction   Entity type *
     
Name of merging entity    
     
Jurisdiction   Entity type *
     
and,    
     
LUDWIG ENTERPRISES, INC.    
     
Name of merging entity    
     
NEVADA   CORPORATION
Jurisdiction   Entity type *
     

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

Filing Fee: $350.00

 

This form must be accompanied by appropriate fees.

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 
Website: secretaryofstate.biz

 

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

  2)Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

Attn:

 

c/o:

 

  3)(Choose one)

 

  ☒The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

 

  ☐The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

 

  4)Owner’s approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ☐ and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):

 

  (a)Owner’s approval was not required from

 

LUDWIG ENTERPRISES, INC. (a Kentucky corporation)

Name of merging entity, If applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

and, or:

 

LUDWIG ENTERPRISES, INC. (a Nevada corporation)

Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees.

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz

  

 

Articles of Merger 

(PURSUANT TO NRS 92A.200) 

Page 3   

  

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(b) The plan was approved by the required consent of the owners of *:

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

and, or;

 

Name of surviving entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

This form must be accompanied by appropriate fees.

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz

  

 

Articles of Merger 

(PURSUANT TO NRS 92A.200) 

Page 4

 

  

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(c)  Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

and, or;

 

Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees.

 

 

Nevada Secretary of State AM Merger 2003

Revised On: 10/03/05

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz 

  

 

Articles of Merger 

(PURSUANT TO NRS 92A.200) 

Page 5

  

 

ABOVE SPACE IS FOR OFFICE USE ONLY


 

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

 

6)  Location of Plan of Merger (check a or b):

 

☐(a) The entire plan of merger is attached;

 

 or,

 

☒(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

7)  Effective date (optional)”:

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 160 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary). the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92 A240).

 

This form must be accompanied by appropriate fees.

 

 

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz 

  

 

Articles of Merger 

(PURSUANT TO NRS 92A.200) 

Page 6

  

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

8)Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or ail the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)

 

(If there are more than four merging entitles, check box ☐ and attach an 8 %” x 11” blank sheet containing the required Information for each additional entity.):

 

LUDWIG ENTERPRISES, INC. (a Kentucky corporation)    
Name of merging entity    
     
Signature Title P & S Date 2/23/06
     
Name of merging entity    
     
Signature Title Date
     
Name of merging entity    
     
Signature Title Date
     
Name of merging entity    
     
Signature Title Date
     
LUDWIG ENTERPRISES, INC. (a Nevada corporation)    
Name of surviving entity    
     
Signature Title P & S Date 2/23/06

 

* The articles of merger must resigned by each foreign constituent entity in (he manner provided by the law governing it (NRS 92A.230). additional signature blocks may be added to this page or as an attachment, as needed.

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

 

  

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz 

  

 

Articles of Merger 

(PURSUANT TO NRS 92A.200) 

Page 1   

  

Filed in the Office of

Secretary of State

State Of Nevada

 

Business Number

E0103202006-8

Filing Number

20060194823-85

Filed On

03/28/2006

Number of Pages
6


ABOVE SPACE IS FOR OFFICE USE ONLY

 

(Pursuant to Nevada Revised Statutes Chapter 92A) 

(excluding 92A.200(4b))

 

1)Name and Jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ☐ and attach an 81/2” x11” blank sheet containing the required information for each additional entity.

 

LUDWIG ENTERPRISES, INC.  
Name of merging entity  
   
KENTUCKY CORPORATION
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
and,  
   
LUDWIG ENTERPRISES, INC.  
Name of Surviving entity  
   
NEVADA CORPORATION
Jurisdiction Entity type *

 

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

Filing Fee: $350.00

 

This form must be accompanied by appropriate fees.

 

 

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz

  

 

Articles of Merger  

(PURSUANT TO NRS 92A.200)  

Page 2  

  

ABOVE SPACE IS FOR OFFICE USE ONLY

 

2)Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

 

Attn:
 
c/o:

 

3)(Choose one)

 

☒The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

 

☐The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

 

4)Owner’s approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entitles, check box ☐ and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):

 

(a)Owner’s approval was not required from

 

  LUDWIG ENTERPRISES, INC. (a Kentucky corporation)  
  Name of merging entity, if applicable  
     
  Name of merging entity, if applicable  
     
  Name of merging entity, if applicable  
     
  Name of merging entity, if applicable  
     
  and, or;  
     
  LUDWIG ENTERPRISES, INC. (a Nevada corporation)  
  Name of surviving entity, if applicable  

 

This form must be accompanied by appropriate fees.

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz

  

 

Articles of Merger  

(PURSUANT TO NRS 92A.200)  

Page 3

  

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(b)The plan was approved by the required consent of the owners of *:

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

and, or;

 

Name of surviving entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

This form must be accompanied by appropriate fees.

 

 

 

 

DEAN HELLER 

Secretary of State 

204 North Carson Street, Suite 1 

Carson City, Nevada 89701-4299 

(775) 684 5708 

Website: secretaryofstate.biz

  

 

Articles of Merger  

(PURSUANT TO NRS 92A.200)  

Page 4 

  

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(c)Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

Name of merging entity, if applicable

 

and, or;

 

Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees.

Nevada Secretory of State AM Merger 2003

Revised on: 10/03/05

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Canon City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

  

Articles of Merger  
   
(PURSUANT TO NRS 92A.200)  
   
Page 5  

  

ABOVE SPACE IS FOR OFFICE USE ONLY

 

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

 

6) Location of Plan of Merger (check a or b):

 

☐(a)   The entire plan of merger is attached;

 

or, 

☒(b)   The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

7) Effective date (optional)":

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

 

This form must be accompanied by appropriate fees.

 

 
 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Canon City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

  

Articles of Merger  
   
(PURSUANT TO NRS 92A.200)  
   
Page 6  

  

ABOVE SPACE IS FOR OFFICE USE ONLY

 

8)Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

 

(if there are more than four merging entities, check box ☐ and attach an 8 %” x 1 1” blank sheet containing the required information for each additional entity.):  

 

LUDWIG ENTERPRISES, INC. (a Kentucky corporation)

Name of merging entity  

 

   
Signature Title P & S Date 2/23/06

 

Name of merging entity   

 

     
Signature Title Date

 

Name of merging entity   

 

     
Signature Title Date

 

Name of merging entity   

 

     
Signature Title Date

 

LUDWIG ENTERPRISES, INC. (a Nevada corporation)

Name of surviving entity  

 

   
Signature Title P & S Date 2/23/06

 

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.  

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

 

 

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Canon City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

Certificate of Amendment 

(PURSUANT TO NRS 78.385 and 78.390)

 

Filed in the Office of

 

Secretary of State

State Of Nevada

 

Business Number

E010 3202006-8

Filing Number

20060194825-07

Filed On

03/28/2006

Number of Pages
1

 

ABOVE SPACE IS FOR OFFICE USE ONLY



Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

 

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1.  Name of corporation:  

LUDWIG ENTERPRISES, INC.

 

2.  The articles have been amended as follows (provide article numbers, if available):

 

DELETE FORMER SECTION #3 SHARES AND INSERT THE FOLLOWING SECTION #3:

 

NUMBER OF SHARES WITH PAR VALUE: 75,000,000        PAR VALUE $0.001

 

NUMBER OF SHARES WITHOUT PAR VALUE: NONE

 

3.  The vote by which the stockholders holding shares in the corporation entitling 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 the provisions of the articles of incorporation have voted in favor of the amendment is:

 

4.  Effective date of filing (optional):

  

  (must not be later than 90 days after the certificate is filed)
5.  Officer Signature (required):

  

*lf any proposed amendment would after or change preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretory of State AM Merger 2003

Revised on: 08/29/05

 

 

 

 

DEAN HELLER

Secrctary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684 5708 Website: secretaryofstate.biz

 

Articles of Incorporation
(PURSUANT TO NRS 78)

Filed in the Office of

 

 

 Business Number
E0103202006-8
Filing Number
20060080447-11
Secretary of State Filed On
02/08/2006
State Of Nevada Number of Pages
1

Important: Read attached instructions before completing form, above space is for office use only

 

1. Name of Corporation: LUDWIG ENTERPRISES, INC.
2. Resident Agent Name and Street Address: (must be a Nevada address where process may be served)    
  CORPORATE WORLD, INC.
Name
   
  1702 “A” Street # C - 350 Sparks ,   NEVADA 89431  
  Street Address City   Zip Code  
           
    Optional Mailing Address City     State Zip Code  
3. Shares: (number of shares corporation authorized to issue)   Number of shares
with par value 1,000 (One Thousand) Par Value $1.00 (one dollar)		 Number of shares
without par value:                                    

4. Names & Addresses, of Board of Directors/Trustees: (attach additional page if there is more than 3 directors/trustees)

 

   1. Jean Cherubin        
  Name        
  1510 N.E. 162nd Street Miami,   FL., 33162
  Address City   State Zip Code
  2. Allen Bhuiyan        
  Name        
  1510 N.E. 162nd Street Miami,   FL., 33162
  Address City   State Zip Code
  3. Lorry Huza        
  Name        
  1510 N.E. 162nd Street Miami,   FL., 33162
  Address City   State Zip Code
5. Purpose: (optional-see instructions)   The purpose of this Corporation shall be:
Any Lawful Purpose
                 
6. Names, Address and Signature of Incorporator: (attach additional page if there is more than 1 incorporator)   Name THOMAS E. TERWILLIGER Signature    
               
  P.O. Box 971-350   Reno   NV 89504  
  Address   City   State Zip Code  
7. Certificate of Acceptance of Appointment of Resident Agent:   I hereby accept appointment as Resident Agent for the above named corporation.
  On Behalf of CORPORATE WORLD, INC.
     
      2/13/06  
  Authorized Signature of R.A. or On Behalf of R.A. Company   Date