ARTICLES OF INCORPORATION

OF
iLearning Corporation
KNOW ALL MEN BY THESE PRESENTS:
That, we, Rodolf Angelo Conrad Lubrin, Rodolfo S Lubrin, Reynalda E Lubrin,
Norman Caisip and Jayanne L Caisip, all of legal age, citizens and residents of the
Republic of the Philippines, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under the laws of the Philippines.
AND WE HEREBY CERTIFY:
FIRST: That the name of the corporation shall be:
iLearning Corporation, doing business under the name of iLearning Child
Care Center

SECOND: That the purposes for which said corporation is formed are:
PRIMARY PURPOSE
To engage in the business of operating a day care center that will specialize
in a whole day child-rearing services using the latest technological advancements
for teaching the children such as different visual and audio learning processes. To
serve the changing needs of every child located in the Philippines in its pursuit to
make competitive children by providing modern and extraordinary diligence of child
care, and generally, to do and perform all acts and things necessary or proper or
incidental for the accomplishment of the foregoing purposes.
SECONDARY PURPOSES
To acquire by purchase, exchange, assignment, gift or otherwise, and to hold,
own and use for investment or otherwise, and to sell, assign, transfer, exchange,
lease, mortgage, pledge, and otherwise operate, enjoy, and dispose of personal
properties of every kind and description and wherever situated, as and to the extent
permitted by law, including, but not limited to, shares of capital stock, bonds,
promissory notes, or other securities or obligations, created, negotiated or issued by
any corporation, association, or other entity, foreign or domestic. That the
corporation shall have all the express powers of a corporation as provided for under
section 36 of the Corporation Code of the Philippines.

THIRD: That the place where the principal office of the corporation is to be
established or located is in the Metropolitan Manila, Philippines.
FOURTH: That the term for which said corporation is to exist is Forty (40)
years from and after the date of issuance of the certificate of incorporation.

FIFTH: That the names and residences, as well as the nationalities of the
incorporators of said corporation are as follows:
Name
Rodolf Angelo Conrad
Lubrin
Rodolfo S Lubrin
Reynalda E Lubrin
Norman Caisip
Jayanne L Caisip

Nationality
Filipino

Address
Sucat, Paranaque

Filipino
Filipino
Filipino
Filipino

Tondo, Manila
Sucat, Paranaque
Calatagan, Batangas
Calatagan, Batangas

SIXTH: That the number of directors of the corporation is five (5) who are also the
incorporators.

SEVENTH: That the authorized capital stock of the Corporation is Four hundred
Million (400,000,000) pesos in lawful money of the Philippines, divided into Four
hundred Million (400,000,000) shares with a par value of One Peso (P1.00) per
share.

EIGHT: That the subscribers to the capital stock and the amount paid-in to their
subscription are as follows.
Name

Nationality

Amount
subscribed
150,000,000

Amount Paid

Filipino

No. of shares
subscribed
150,000,000

Rodolf Angelo
Conrad E
Lubrin
Rodolfo S.
Lubrin

Filipino

50,000,000

50,000,000

12,500,000

Reynalda E.
Lubrin

Filipino

1,250,000

1,250,000

312,500

Jayanne L

Filipino

1,250,000

1,250,000

500,000

100,000,000

Lubrin
Norman Caisip

Filipino

TOTAL

500,000

500,000

125,000

203,000,000

203,000,000

P
113,437,500

NINTH: That no transfer of stock or interest which would reduce the

ownership of Filipino citizens to less than the required percentage of the capital
stock as provided by existing laws shall be allowed or permitted to be recorded in
the proper books of the corporation and this restriction shall be indicated in all the
stock certificates issued by the corporation.

TENTH: That Rodolfo S. Lubrin has been elected by the subscribers as

Treasurer of the corporation to act as such until her successor is duly elected and
qualified in with the by-laws, and that as such treasurer, he has been authorized to
receive for and in the name and for the benefit of the Corporation, all subscriptions
paid in by said subscribers.

ELEVENTH. That the incorporators undertake to change the name of the

corporation immediately upon receipt of notice or directive from the Securities and
Exchange Commission that another corporation, partnership or person has acquired
a prior right to the use of that name or that the name has been declared
misleading, deceptive, confusingly similar to a registered name, or contrary to
public morals, good customs or public policy.

IN WITNESS WHEREOF, we have hereunto set our hands this 6th day of
December, 2014 at the City of Manila, Philippines.

(Sgd.) Rodolf Angelo Conrad E Lubrin

( Sgd.) Rodolfo S.

Lubrin
(Sgd.) Reynalda E. Lubrin
L. Caisip
(Sgd.) Norman Caisip

(Sgd.) Jayanne

WITNESSES:
(Sgd.) Fulano D. Tal

(Sgd.) Auring Tagibao

TREASURERS AFFIDAVIT

REPUBLIC OF THE PHILIPPINES

CITY OF MANILA

I, Rodolfo S Lubrin, being duly sworn, depose and say:

That I have been elected by the subscribers of the corporation as
Treasurer thereof, to act as such until my successor has been duly elected and
qualified in accordance with the by-laws of the corporation, and that as such
Treasurer, I hereby certify under oath that at least 25% of the authorized capital
stock of the corporation has been subscribed and at least 25% of the total
subscription has been paid, and received by me, in cash or property, in the amount
of not less than P5,000.00, in accordance with the Corporation Code.

_____________________

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of
Manila this 6th day of December 2014, affiant exhibiting his Community Tax
Certificate No. 01474315 issued at Manila, on December 1 2014.

NOTARY PUBLIC

My commission expires on
December 31, 2015

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