Articles of Incorporation - Donsoco Holdings, Inc.

DONSOCO HOLDINGS CORPORATION

Articles of Incorporation Table of Contents

ARTICLE IV - ADDRESS, NAME AND COUNTY OF REGISTERED AGENT

Section 4.1     Address of Registered Agent
Section 4.2     Name of Registered Agent
Section 4.3     County of Registered Agent

ARTICLE V - SPECIAL PROVISIONS

ARTICLE VI - TERM OF SERVICE

ARTICLE VII - LIMITATION OF LIABILITY

ARTICLE VIII - SELF DEALING

ARTICLE IX - INCORPORATORS

CERTIFICATE OF CONVERSION OF DONSOCO FINANCIAL LLC INTO GEORGIA CORPORATION

ARTICLES OF INCORPORATION

The undersigned subscribers to these Articles of Incorporation, are natural persons competent to contract, hereby forms a corporation under the laws of the State of Georgia.

ARTICLE I - NAME OF CORPORATION

The name of the corporation shall be Donsoco Holdings Corporation.

ARTICLE II - NATURE OF BUSINESS

This corporation may engage in or transact any and all lawful activities or business permitted under the laws of the United States, the State of Georgia, or any other state, county, territory or nation.

ARTICLE III - CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 66,000,000 shares of common stock having a par value of $0.0000008 per share. The corporation can amend its Articles of Incorporation to provide for a greater number of shares.

ARTICLE IV - ADDRESS, NAME AND COUNTY OF REGISTERED AGENT

Section 4.1 Address of Registered Agent

The street address of the initial registered office of the corporation shall be:

557 Paradise Circle,
Douglasville GA 30134

Section 4.2 Name of Registered Agent

The name of the initial Registered Agent for the corporation at that address is:

CB Services Worldwide, LLC

Section 4.3 County of Registered Agent

The county of the Registered Agent is:

Paulding

ARTICLE V - SPECIAL PROVISIONS

The stock of this corporation is intended to qualify under the requirements of Section 1244 of the Internal Revenue Code and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance.

ARTICLE VI - TERM OF EXISTENCE

This corporation shall exist perpetually.

ARTICLE VII - LIMITATION OF LIABILITY

Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director, stockholder or officer may be entitled as a matter of law.

ARTICLE VIII - SELF DEALING

No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in such contract, act or transaction, or in any way connected with such person or person's firm or corporation, and each and every person who may become a director of the corporation is hereby relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation without regard to the fact that he is also a director of such subsidiary or corporation.

This corporation shall have a minimum of one director or more as determined by the Chairman, Vice Chairman and Board of Directors.

The initial Chairman, Vice Chairman and Board of Directors shall consist of:

Victorino Concepción L.F., Chairman
Juan Francisco Pavón, Vice Chairman
Jorge H. Arancibia, Director
Rolando Montece, Director
Paul Yang, Director
Claudina Brown, Director
Sandy English, Director
Kyle Ransom, Director
Yolanda Langley, Director

ARTICLE IX - INCORPORATORS

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on this 7TH day of April, 2009.

Incorporators:

Victorino Concepción L.F.
Chairman
Donsoco Holdings Corporation

Juan Francisco Pavón
Vice Chairman
Donsoco Holdings Corporation

CERTIFICATE OF CONVERSION OF DONSOCO FINANCIAL LLC INTO GEORGIA CORPORATION

Pursuant to O.C.G.A. §14-2-1109.2, Don Soco Financial LLC, a Georgia Limited Liability Company (the “Company”), files its certificate to convert from a Georgia Limited Liability Company to a Georgia corporation.

I.	The name and jurisdiction of organization of the entity making the election is as follows: Don Soco Financial LLC Formed as a Georgia Limited Liability Company on January 5, 2006.
II.	The Company hereby elects to become a corporation.
III.	The effective date of this conversion is upon filing with the Georgia Secretary of State.
IV.	This election has been approved by the affirmative approval of Authorization of Resolution by Don Soco Financial LLC adopted January 5, 2006.
V.	Filed with this certificate of conversion are articles of incorporation that are in the form required by Code Section 14-2-202, setting forth a name for the Company that satisfies the requirements of Code Section 14-2-401, and stating that such articles of incorporation shall be the articles of incorporation of the Company formed pursuant to such election unless and until modified in accordance with this chapter.
VI.	Each share of any of the Company’s capital stock or other equity interest or ownership interest, which the Company may have, shall be unchanged as a result of the filing of this certificate and the attached articles of incorporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion this 7th day of April, 2009.

Incorporators:

Victorino Concepción L.F.
Chairman

Juan Francisco Pavón
Vice Chairman

Effective 04/16/09