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EXHIBIT 1.1
NUMBER: 302850
[PROVINCE OF BRITISH COLUMBIA LOGO]
CERTIFICATE
OF
CHANGE OF NAME
COMPANY ACT
CANADA
PROVINCE OF BRITISH COLUMBIA
I Hereby Certify that
SLEEPING GOLD LTD.
has this day changed its name to
ACHIEVA DEVELOPMENT CORP.
Issued under my hand at Victoria, British Columbia on September 14, 1992
/s/ JS Powell
JOHN S. POWELL
A/Registrar of Companies
[SEAL]
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CANADA NUMBER
PROVINCE OF BRITISH COLUMBIA
302850
[PROVINCE OF BRITISH COLUMBIA LOGO]
PROVINCE OF BRITISH COLUMBIA
MINISTRY OF FINANCE AND CORPORATE RELATIONS
REGISTRAR OF COMPANIES
COMPANY ACT
Certificate
I HEREBY CERTIFY THAT
INN-HOUSE VIDEO LTD.
HAS THIS DAY CHANGED ITS NAME TO THE NAME
SLEEPING GOLD LTD.
GIVEN UNDER MY HAND AND SEAL OF OFFICE
AT VICTORIA, BRITISH COLUMBIA,
THIS 29TH DAY OF JUNE, 1988
/s/ B. Beckwith
B. BECKWITH
ASST. DEPUTY REGISTRAR OF COMPANIES
[SEAL]
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CANADA NUMBER
PROVINCE OF BRITISH COLUMBIA
302850
[PROVINCE OF BRITISH COLUMBIA LOGO]
Province of British Columbia
Ministry of Consumer and Corporate Affairs
REGISTRAR OF COMPANIES
COMPANY ACT
Certificate of Incorporation
I HEREBY CERTIFY THAT
INN-HOUSE VIDEO LTD.
HAS THIS DAY BEEN INCORPORATED UNDER THE COMPANY ACT
GIVEN UNDER MY HAND AND SEAL OF OFFICE
AT VICTORIA, BRITISH COLUMBIA,
THIS 10TH DAY 0F JANUARY 1986
/s/ MJ Jorre
M. A. JORRE DE ST. JORRE
REGISTRAR OF COMPANIES
[SEAL]
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I HEREBY CERTIFY THAT THESE ARE
COPIES OF DOCUMENTS FILED WITH THE
REGISTRAR OF COMPANIES ON
JAN 10 1986
/s/ JJW
Registrar of Companies
For the Province of British Columbia
FORM 1 (Section 5)
COMPANY ACT
MEMORANDUM
I wish to be formed into a company with limited liability under the Company Act
in pursuance of this memorandum.
1. The name of the company is "INN-HOUSE VIDEO LTD."
2. The authorized capital of the company consists of 300,000,000 shares
divided into 100,000,000 Common Voting shares without par value,
100,000,000 Class A Preference Non-Voting shares with a par value of $10.00
each and 100,000,000 Class B Preference Non-Voting shares with a par value
of $50.00 each.
3. I agree to take the number and kind of shares in the company set opposite
my name.
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Full Name, Resident Address and Number and Kind of Shares
Occupation of Subscriber taken by Subscriber
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J. ROBERT CHENEY One (1) Common Voting
share without par value
/s/ R. Cheney
717 - 1333 Hornby Street
Vancouver, B.C.
Barrister and Solicitor
TOTAL SHARES TAKEN: One (1) Common Voting
share without par value
DATED the 9th day of January, 1986.