ARTICLES OF INCORPORATION OF DANIEL'S PARADISE DIVERS PHILIPPINES, INC.

KNOW ALL MEN BY THESE PRESENTS:

That WE, all of whom are of legal age, residents and citizens of the Philippines,
have voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
FIRST - That the name of said Corporation shall be:
DANIEL'S PARADISE DIVERS PHILIPPINES, INC.
SECOND - That the purposes for which the said Corporation is formed are:
PRIMARY PURPOSE:
To conduct non-formal and non-accredited seminars, trainings, instructions and
related services on aqua-sports such as but not limited to scuba diving; to issue
corresponding certificates or licenses to seminar participants and scuba diving
graduates; to engage in the sale or lease of aqua-sports equipment and related
paraphernalia or devices; to engage in the business of promoting and conducting
aqua-sports activities; to provide services, paraphernalia, equipment and to
operate facilities for such activities; to provide field trips for aqua-sports
enthusiasts; and in general to undertake all such activities as may be necessary or
desirable to promote, provide and conduct aqua-sports activities.

* To engage in the business of conducting seminars, providing related services and

instructions on aqua-sports such as but not limited to scuba diving; to issue
corresponding certificates or licenses to seminar participants and scuba diving
graduates; to engage in the business of promoting and conducting aqua-sports
activities; to provide services, paraphernalia, equipment an facilities for such
activities; to operate field trips for aqua-sports enthusiasts; and in general to
undertake all such activities as may be necessary or desirable to promote, provide
and conduct aqua-sports activities.
SECONDARY PURPOSE
1. To manufacture, buy, sell, export, import, market, distribute and otherwise deal
in sports attire, literature, equipment or paraphernalia of every class and
description; to buy, sell, barter, exchange, and deal generally in all classes of
goods, wares, merchandise, and other articles of trade, barter or exchange.

2. To carry on the business of exporters and importers as principal, factors,

agents or commission merchants in respect to buying, selling, trading or dealing in
any kind or kinds of goods, wares, and merchandise;
3. To borrow or raise money for the above-mentioned purposes of the Corporation,
and from time to time, to draw, make, accept, endorse, transfer, assign, execute
and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures
and other negotiable and transferrable instruments;
4. To purchase or otherwise acquire, sell, lease, convey, mortgage, encumber, and
otherwise deal with any property, real or personal, or interest therein, easement,
right or privilege over or in respect of any property as may be permitted by law;
5. To acquire by purchase or otherwise, acquire and to hold, use, own, operate,
sell assign or otherwise dispose of, any trademarks, trade names, patents,
inventions, improvements, and processes used in connection with, or secured under
letters-patent of the Philippines or of other countries or otherwise; 6. Without in
any particular limiting the powers of the corporation, it is hereby expressly
declared and provided that the corporation shall have the power to make and perform
contracts of any kind and description with any person, firm or corporation; to have
one or more branch offices out of the Philippines or in any other country; and in
carrying on its business and for attaining or furthering any of its purposes to do
any and all other acts and things, and to exercise any and all other powers which a
natural person could do and exercise and which is or hereafter may be authorized by
law;
THIRD - That the place where the principal office of the Corporation is to be
established or located is in Cebu City, Philippines, and until otherwise changed by
the Board of Directors, the address shall be at Sundowner Centerpoint Hotel, Osmena
Boulevard, Cebu City, Province of Cebu, Republic of the Philippines.
FOURTH - That the term for which the said Corporation is to exist is fifty (50)
years from and after the date of incorporation.
FIFTH - That the names, nationalities and residences of the incorporators are as
follows:
Name Nationality Residence

UWE F.J. WAGNER German c/o Centerpoint

Hotel International Plaridel St. cor. Osmena Blvd., Cebu City
AILEEN ALINO Filipino c/o Centerpoint
Hotel International Plaridel St. cor. Osmena Blvd., Cebu City
EDUARDO JUAREZ Filipino #40 Gen. Maxilom Ave. Cebu City ARTHUR GUANI Filipino Guani
Marketing Inc. Sancianko St., Cebu City
ALVAN CLAUDIO EVANGELIO Filipino 907 V. Rama Street, Cebu City EDITA PUPIANA VOGT
Filipino c/o Cebu Beach Club Mactan Island, Cebu
SIXTH - That the number of directors of said Corporation shall be six (6) and the
names and residences of the directors of the Corporation who are to serve until
their successors are elected and qualified by the By-Laws are as follows:
Name Nationality Residence

UWE F.J. WAGNER German c/o Centerpoint

Hotel International Plaridel St. cor. Osmena Blvd., Cebu City
AILEEN ALINO Filipino c/o Centerpoint
Hotel International Plaridel St. cor. Osmena Blvd., Cebu City
EDUARDO JUAREZ Filipino #40 Gen. Maxilom Ave. Cebu City
ARTHUR GUANI Filipino Guani Marketing Inc. Sancianko St., Cebu City
ALVAN CLAUDIO EVANGELIO Filipino 907 V. Rama Street, Cebu City EDITA PUPIANA VOGT
Filipino c/o Cebu Beach Club Mactan Island, Cebu

SEVENTH - That the capital stock of the said Corporation is ONE MILLION PESOS (P
1,000,000.00), Philippine Currency, and said capital stock is divided into
1,000,000 shares of the par value of ONE PESO (P 1.00), Philippine Currency.
Upon the vote of the stockholders holding at least two-thirds (2/3) of the entire
captital stock subscribed, the Corporation may from time to time in any manner
permitted by law, create one or more classes of stock with such designations,
preferences, voting powers, restrictions and qualifications as may be determined by
such vote, which may be the same as or different from the designations,
preferences, voting powers, restrictions and qualifications of the classes of stock
of the Corporation when authorized or issued and outstanding. Any such vote may
authorize any shares of any class of stock then authorized but unissued to be
reclassified in any manner permitted by law as shares of any other class or
classes.
EIGHT - That the amount of the said capital stock which has been subscribed is TWO
HUNDRED SIXTY THOUSAND PESOS (P 260,000.00), and the following persons have
subscribed for the number of shares and amount of capital stock set out after their
respective names:
Name No. of Shares
UWE F.J. WAGNER - 20,000
AILEEN ALINO - 80,000
EDUARDO JUAREZ - 50,000
ALVAN CLAUDIO EVANGELIO - 30,000
ARTHUR GUANI - 50,000 EDITA PUPIANA VOGT - 30,000
_______
Total 260,000 shares
NINTH - That the following persons have paid on the shares of capital stock for
which they have subscribed the amounts set out after their respective names:
Name Amount Paid
UWE F.J. WAGNER - P 20,000.00
AILEEN ALINO - P 15,000.00
EDUARDO JUAREZ - P 10,000.00 ARTHUR GUANI - P 10,000.00
ALVAN CLAUDIO EVANGELIO - P 5,000.00
EDITA PUPIANA VOGT - P 5,000.00 ______________ Total P 65,000.00
TENTH - That no transfer of interest which will reduce the ownership of Filipino
Citizens to less than the required percentage of capital stock in accordance with
the laws of the Philippines, shall be allowed or permitted to be recorded in the
corporate books, and no proprietary membership rights whatsoever shall be issued
and/or sold.
ELEVENTH - That EDUARDO JUAREZ has been elected by the subscribers as Treasurer of
the Corporation to act as such until his successor is duly elected and qualified in
accordance with the By-Laws, and that as such Treasurer, he has been authorized to
receive for the Corporation and to receive in the name of the subscribers for all
subscriptions paid in by the said subscribers.
IN WITNESS WHEREOF, we have set our hands on this ___th day of _________________,
1994 at Cebu City, Philippines.

Gentlemen:
This is to inform your goodself that the undersigned authorized representative of
the subject company which is in the process of registration/recording in your
office is requesting your office for the approval of the proposed corporate name
DANIEL'S PARADISE DIVERS PHILIPPINES INCORPORATED for its own use. However, if the
said company name cannot be approved by your office, per your requirements, please
feel free to choose a possible substitute from the following alternative names in
the order presented below:
1. PARADISE DIVER'S PHILS. INCORPORATED
2. DANIEL'S DIVERS' PARADISE INCORPORATED
In connection herewith, the undersigned is likewise undertaking to change the
company's name approved by your office in the event there is another corporation,
partnership, association or any entity that has acquired in prior right to the use
of said name or one similar to it.
However, if all the above-mentioned company's name cannot be approved by your
office, kindly inform the undersigned of the firm name which you recommend we can
use as per S.E.C. requirements for our information and guidance.
This is further to authorize your office and/or its duly authorized personnel to
make the necessary corrections to the Articles of Incorporation and its supporting
documents, if any to conform with the provisions of the Corporation Law, other
applicable laws, as well as the rules and regulations being administered and
enforced by it.
Very truly yours,
DANIEL'S PARADISE DIVERS
PHILIPPINES INC.
By:
UWE F. WAGNER
Authorized Representative
SUBSCRIBED AND SWORN TO BEFORE ME this ___th day of _________________, 1994 at Cebu
City, Philippine affiant exhibiting to me his passport number K7154948 issued on
____________ in _______________.
Republic of the Philippines)
Province of Cebu )
City of Cebu ) s.s.
TREASURER'S SWORN STATEMENT
I, EDUARDO JUAREZ, Filipino, of legal age, married, and a resident of No. 40 Gen.
Maxilom Avenue, Cebu City, after having been duly sworn to in accordance with law,
hereby depose and state, THAT:
THAT on September 2, 1994, I was duly elected by the subscribers named in the
foregoing Articles of Incorporation as TREASURER of the corporation, to act as such
until my successor has been duly elected and qualified;
THAT as such Treasurer, I have been authorized to receive for the corporation all
subscriptions of the capital stock paid in by the subscribers;
THAT TWO HUNDRED SIXTY THOUSAND PESOS (P 260,000.00) worth of stock at the PAR
VALUE of ONE PESO (P 1.00) per share has been actually subscribed, and that of the
said subscription, SIXTY FIVE THOUSAND PESOS (P 65,000.00) have been actually paid
and transferred to me in trust and received by me for the benefit and to the credit
of the corporation;
THAT pursuant to law, I certify that at least twenty five (25%) per centum of the
entire number of authorized shares of capital stock has been subscribed and at
least twenty five (25%) per centum of the total subscription has been actually paid
to him in cash for the benefit and to the credit of the corporation.
EDUARDO JUAREZ
Treasurer
SUBSCRIBED AND SWORN TO BEFORE ME this ____th day of _____________________, 1994 in
the City of Cebu, Philippines, affiant exhibiting to me his CTC No.19837630 issued
on January 10, 1994 at Cebu City.
BANK CERTIFICATE
The Securities and Exhange Commission
Greetings:
This is to certify that there is on deposit with this bank ___________________, the
sum of _____________________ PESOS (P_______) in the name of Eduardo Juarez,
Treasurer in trust for Daniel's Paradise Divers Phils. which is in the process of
incorporation.
The said deposit is cleared and free from lien, restriction, condition or holdout
and may be withdrawn in behalf of the said corporation upon presentation of proof
of due incorporation thereof.
IN WITNESS WHEREOF, I have hereunto affixed my signature for and in behalf of the
bank, this ___th day of ______________, 1994 in the City of Cebu, Philippines.
___________________________
Affiant
SUBSCRIBED AND SWORN TO BEFORE ME this ___th day of _____________, 1994 in the City
of Cebu, Philippines, affiant exhibiting to me his/her CTC No. ____________________
issued on _________________ at ________________.
The Securities and Exchange Commission
and/or Bangko Sentral ng Pilipinas
Manila
Gentlemen:
This is to authorize your Office to examine and verify the deposit in the
___________________________ in my name as Treasurer-in-Trust for DANIEL'S PARADISE
DIVERS PHILIPPINES in the amount of P 65,000.00 representing the paid-up capital of
the said corporation which is in the process of incorporation.
This authority is valid and inspection of said deposit may be made even after the
issuance of certificate of incorporation to the company.
Should the deposit be transferred to another bank prior to or after incorporation,
this letter will also serve as authority to verify and examine the same.
The representative of the Securities and Exchange Commission is also authorized to
examine the pertinent books and records of accounts of the corporation as well as
supporting papers to determine the utilization and disbursement of the said paid-up
capital.
DANIEL'S PARADISE DIVERS PHILS.
By:
EDUARDO JUAREZ
Treasurer