RESTATED CERTIFICATE OF INCORPORATION
OF
INTEGRATED ENTERPRISES Inc.
( A DELAWARE CORPORATION)
Integrated Enterprises Inc. a corporation organized under the laws of Delaware,
the Certificate of Incorporation of which was filed in the office of the
Secretary of State on the 9th day of July 1984 and recorded in the office of the
recorder of Deeds for Sussex County, desires to procure a restatement of it's
charter, and hereby certifies as follows:
FIRST: The name of the corporation is changed to: SEALIFE CORPORATION
SECOND: ITS REGISTERED OFFICE IN THE State of Delaware is located at 25
Greystone Manor, Lewes, DE 19958 County of Sussex. The name of its
registered agent is Harvard Business Services, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: This amendment alters or changes the restated Articles of
Incorporation to reflect a 15 to 1 (One) reverse stock split
of the common shares, and then to reauthorize the common stock
following the reverse split to 100,000,000 shares of common
stock and reauthorize the par value at .0001 cents per share.
Following the reverse stock split Article IV shall read as
follows.
The capital stock of the Corporation shall consist of 100,000,000
shares of Common Stock. $0.0001 par value and 10,000,000 shares of
preferred stock. $0.0001 par value.
The shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors of the
Corporation (the board of directors) is expressly authorized
to provide for the issue of all or any of the shares of the
Preferred Stock in one or more series. And to fix the number
of shares and to determine or alter for each such series, such
voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating,
optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such shares ( a
"Preferred Stock Designation") and as may be permitted by the
General Corporation Law of the State of Delaware
The Board of Directors is also expressly authorized to
increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of any
series subsequent to the issue of shares of that series. In
case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such
series.
FIFTH: The name and mailing address of the incorporator is as follows;
Robert Mc Caslin
18482 Park Villa Place
Villa Park CA, 92861
SIXTH: The corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
IN TESTIMONY WHEREOF, and in compliance with the provisions of
Section 245 of the General Corporation Law of the State of
Delaware, as amended, providing for the restatement of
charters, Robert McCaslin the authorized Officer of Integrated
Enterprises, Inc has hereunto signed the certificate this
tenth day of December 2002
By /s/ Robert A McCaslin
----------------------------
Robert A McCaslin
President