Exhibit 3(a)
CERTIFICATE OF INCORPORATION
OF
SUNCOAST NATURALS, INC.
I, THE UNDERSIGNED, for the purposes of incorporation and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
FIRST: The name of the Corporation is Suncoast Naturals, Inc.
SECOND: Its registered office is to be located at Suite 606, 1220 N. Market
Street, Wilmington, DE 19801, County of New Castle. The name of the registered
agent at such address is Registered Agents, Ltd.
THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.
FOURTH: The amount of total authorized capital stock of the corporation is
twenty-six million (26,000,000). Twenty-five million (25,000,000) share are to
be with par value of 0.001 and are to be of common class. One million
(1,000,000) shares are to be with par value 0.01 and are to be of preferred
class.
FIFTH: The incorporator of the corporation is Nicole Saunders, whose mailing
address is Suite 606, 1220 N. Market Street, Wilmington, DE 19801.
SIXTH: A director of the corporation shall not be liable to the corporation or
its stockholders for monetary damages from breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.
SEVENTH: The powers of the incorporator are to terminate upon filing of this
Certificate. The name and mailing address of the person(s) who will serve as the
initial director(s) until the first annual meeting of the stockholders of the
corporation, or until a successor(s) is elected and qualified are:
William J. Reilly
5447 NW 42nd Avenue
Boca Raton, FL 33496
The undersigned incorporator hereby acknowledges that the foregoing Certificate
of Incorporation is their act and deed on this twenty-first day of November,
2002.
/s/ Nicole Saunders
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Nicole Saunders
INCORPORATOR
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/21/2002
020719660 - 3593988
STATE OF FLORIDA
Department of State
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I certify from the records of this office that SUNCOAST NATURALS, INC., is a
corporation organized under the laws of Delaware, authorized to transact
business in the State of Florida, qualified on December, 10, 2002.
The document number of this corporation is F02000006141.
I further certify that said corporation has paid all fees due this office
through December 31, 2002, and its status is active.
I further certify that said corporation has not filed a Certificate of
Withdrawal.
Given under my hand and the
Great Seal of the State of Florida
At Tallahassee, the Capitol, this the
Eleventh day of December, 2002
/s/ Jim Smith
Jim Smith
Secretary of State
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State Seal
DELAWARE
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The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "SUNCOAST NATURALS, INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIRST DAY OF NOVEMBER, A.D. 2002, AT 9 O'CLOCK A.M.
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3593988 8100 /s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
020721572 AUTHENTICATION: 2106098
DATE: 11-22-02