ARTICLES OF INCORPORATION

OF

GANGZA CULTURE AND ARTS, INC.

(Name of Corporation)

The undersigned incorporators, all of legal age, have voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines and certify the following:

First: That the name of said corporation shall be "GANGZA CULTURE AND ARTS, Inc.
Corporation or OPC";

Second: That the purpose or purposes for which such corporation is incorporated are:

Primary Purpose:

To carry on the business of buying, selling, trading and dealing with novelty goods,
commodities, wares and merchandise of every kind and description principally produced
or made in the Philippines and by indigenous peoples and groups; to acquire all such
merchandise, supplies, materials and other articles as shall be necessary or expedient
in conducting the business of the corporation; to enter into all kinds of contracts for the
export, import, purchase, acquisition, sale at wholesale or retail and other dispositions
for its own account as principal or representative capacity as manufacturing
representatives, merchandise broker, indentor, commission merchant, factors or agents
upon consignment of all kinds of goods, wares, merchandise or product whether natural
or artificial; and in general to carry on the business of a boutique and department store
operator.

Secondary Purposes:

1. To invest in, purchase, subscribe for, or otherwise acquire and own, hold, use,
develop, sell, assign, transfer, lease, mortgage, pledge, exchange or otherwise
dispose of real and personal property of every kind and description, including
shares of stock, bonds, debentures, notes, evidence of indebtedness, and other
securities, contracts, or obligations of any corporation or corporations,
association or associations, domestic or foreign, ant to pay therefore in whole or
in part in cash or by exchanging therefor stocks, bonds, or other evidence of
indebtedness or securities of this or any other corporation, and while the owner
or holder of any such real or personal property, stocks, bonds, debentures,
notes, evidences of indebtedness or other securities contracts, or obligations, to
receive, collect and dispose of the interest, dividends and income arising from
such property, to possess and exercise in respect thereof, all the rights, powers
and privileges of ownership, including all voting powers on any stocks so owned,
and to guarantee any debt or obligation of any corporation, any stocks, bonds,
debentures, notes, evidence of indebtedness or other securities of which are held
or to be acquired by it. In no case, however, shall the Corporation be engaged as
 a stock broker or dealer in securities, or as an Investment House, mutual fund or
trust company.

2. To own the shares or an interest of the companies and foreign companies

engaged in the business of Importing, planning, manufacture and sales of
clothing and clothing accessories; importing, planning, manufacture and sales of
accessories activities; and exporting and importing, planning, manufacture and
sales of indigenous products of any kind and description, thereby managing and
controlling such company's business activities.

3. To undertake, carry on and engage in the business of owning and operating

restaurants, coffee shops, bakeshops, refreshment parlors, cocktail lounges,
including the manufacture, processing of food products, and to offer such other
services to the public in connection with the operation of restaurants and
provision of catering services.

4. To apply for, obtain, register, purchase, lease or otherwise acquire, and to the
extent authorized by law, to hold, use, own, operate, develop and introduce, sell,
assign and otherwise dispose of any trademarks, tradenames, distinctive marks,
patents, inventions, concessions, franchises, improvements and processes, used
in connection with, or secured under letter patents of the Philippines, or other
countries.

5. To raise money for any of the purposes of the Corporation, and from time to time
without limit as to amount, to draw, make, accept, endorse, discount, transfer,
assign, execute and issue promissory notes, drafts, bills of exchange, warrants,
bonds, debentures and other negotiable and transferable instruments and
evidence of indebtedness, and for the purpose of securing any of its obligations
or contracts to convey, transfer, assign, deliver, mortgage and/ or pledge all or
any part of the property or assets at any time held or owned by the Corporation
on such terms and conditions as the Boards of Directors of the Corporation or its
duly authorized officer or agents shall be determined and as may be permitted by
law.

6. To establish and operate one or more offices or agencies to carry on any or all of
its operations and business without any restrictions as to place or amount,
including the right to hold, purchase or otherwise acquire, lease, mortgage,
pledge and convey or otherwise deal in and with real and personal property
anywhere within and outside the Philippines, as may be permitted by local laws
of this country or the host country.

Third: That the principal office of the corporation is located in the UPPER GENERAL
LUNA CORNER A, BONIFACIO STREET, BAGUIO CITY, BENGUET, Philippines;

Fourth: That the corporation shall have perpetual existence from the date of issuance of
the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:

Name Nationalit Residence

y
#100 M. Roxas Street, Lower Brookside
Charles D. Johnson Lim Filipino Baguio City, Benguet 2600

Danielle Faith C. Aplaten Filipino Baguio City, Benguet

Christine Joy M. Babida Filipino Ubbog, Lipcan, Bangued, Abra

28 Santo Rosario Valley, San Carlos
Juhana Rose P. Molina Filipino Heights, Baguio City

Sixth: That the number of directors of the corporation shall be ten (10); and the names,
nationalities, and residence addresses of the first directors of the corporation are as
follows:

Name Nationality Residence

#100 M. Roxas Street, Lower Brookside
Charles D. Johnson Lim Filipino Baguio City
Danielle Faith C. Aplaten Filipino Baguio City, Benguet
Christine Joy M. Babida Filipino Ubbog, Lipcan, Bangued, Abra
28 Santo Rosario Valley, San Carlos
Juhana Rose P. Molina Filipino Heights, Baguio City
Jose P. San Gabriel Filipino Puguis, La Trinidad, Benguet
Diego S. Luna Filipino 23 Purok Bubon, Loakan, Baguio City
Maria G. Lopez Filipino Pico, La Trinidad, Benguet
Gabrielle K. Malipatan Filipino Happy Hollow, Baguio City
Kyle H. Rizal Filipino Aurora Hill Proper, Baguio City
Liza L. Jose Filipino Irisan, Baguio City

Seventh: That the authorized capital stock of the corporation is

____________________ PESOS (₱______), dividend into ____ shares with the par
value of ___________________ PESOS (₱_____________) per share. (In case all the
shares are without par value): That the capital stock of the corporation is
__________________ shares without par value.

(In case some shares have par value and some are without par value): That the capital
stock of said corporation consists of ________________________________ shares, of
which _______________________ shares have a par value of
___________________________PESOS (₱_______) each, and of which
____________________ shares are without par value.
Eight: That the number of shares of the authorized capital stock-stated has been
subscribed as follows:

Name of No. of Shares Amount

Nationality Amount Paid
Subscriber Subscribed Subscribed

(Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos.
7 and 8 of the above articles may be modified accordingly, and it is sufficient if the
articles may be modified accordingly, and it is sufficient if the articles state the amount
of capital or money contributed or donated by specified persons, stating the names,
nationalities, and residence addresses of the contributors or donors and the respective
amount given by each.)

Ninth: That DANIELLE FAITH C. APLATEN has been elected by the subscribers as
Treasurer of the Corporation to act as such until after the successor is duly elected and
qualified in accordance with the bylaws, that as Treasurer, authority has been given to
receive in the name and for the benefit of the corporation, all subscriptions,
contributions or donations paid or given by the subscribers or members, who certifies
the information set forth in the seventh and eighth clauses above, and that the paid-up
portion of the subscription in cash and/or property for the benefit and credit of the
corporation has been duly received.

Tenth: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation,
partnership or person has acquired a prior right to the use of such name, that the name
has been declared not distinguishable from a corporation, or that it is contrary to law,
public morals, good customs or public policy.

Eleventh: (Corporations which will engage in any business or activity reserved for
Filipino citizens shall provide the following):

"No transfer of stock or interest which shall reduce the ownership of Filipino citizens to
less than the required percentage of capital stock as provided by existing laws shall be
allowed or permitted to be recorder in the proper books of the corporation, and this
restriction shall be indicated in all stock certificates issued by the corporation."

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

______ day of _____, 20___ in the City/Municipality of _________________, Province
of ________________, Republic of the Philippines.

Charles Johnson D. Lim _____________________________

Danielle Faith C. Aplaten _____________________________

Christine Joy M. Babida _____________________________

Juhana Rose P. Molina       _____________________________

(Names and signatures of the incorporators)

____________________________
(Name and signature of Treasurer)