EXHIBIT 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 05:17 PM 10/30/2007
FILED 04:44 PM 10/30/2007
SRV071171182 - 3263360 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF
ON THE GO HEALTHCARE, INC.
On The Go Healthcare, Inc. filed a Certificate of Incorporation with the
Secretary of State of Delaware on July 21, 2000. A Restated Certificate of
Incorporation was filed on July 14, 2004. A Certificate of Amendment to the
Restated Certificate of Incorporation was filed on September 22, 2004. A
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation was filed on August 1, 2006. A Certificate of Amendment to
the Amended and Restated Certificate of Incorporation, as amended, was filed
on June 6, 2007 and corrected on July 18, 2007. A Certificate of Designation
was filed on July 18, 2007. A Certificate of Amendment to the Amended and
Restated Certificate of Incorporation, as amended, was filed on
August 13, 2007. Following is an Amendment to the Amended and Restated
Certificate of Incorporation, as amended:
It is hereby certified that:
1. The name of the corporation (the "Corporation") is On The Go Healthcare,
Inc.
2. The Amended and Restated Certificate of Incorporation, as amended, is hereby
amended by deleting Article THIRTEENTH in its entirety and deleting Article
FOURTH thereof in its entirety and inserting the following in lieu thereof:
"FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is: one billion one million (1,001,000,000) shares,
consisting of a class of one billion (1,000,000,000) shares of Common Stock,
par value of $0.0001per share and a class of one million (1,000,000) shares of
Preferred Stock, par value of $0.01 per share.
The Preferred Stock shall be issued in series.
The Board of Directors is authorized at any time, and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series.
The Board of Directors shall have the authority to determine the number of
shares that will comprise each series. For each series, the Board of
Directors shall determine, by resolution or resolutions adopted prior to
the issuance of any shares thereof, the designations, powers, preferences,
limitations and relative or other rights thereof, including but not limited
to the following relative rights and preferences, as to which there may be
variations among different series:
(a) The rate and manner of payment of dividends, if any;
(b) Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption;
(c) The amount payable for shares in the event of liquidation, dissolution or
other winding up of the Corporation;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted or
exchanged;
(f) Voting rights, if any; and
(g) Any other rights and preferences of such shares, to the full extent now
or hereafter permitted by the General Corporation Law of the State of
Delaware.
Upon the Certificate of Amendment to the Amended and Restated Certificate
of Incorporation, as amended, becoming effective pursuant to the General
Corporation Law of the State of Delaware (the "Effective Date"), every fifty
issued and outstanding shares of the Corporation will be combined into and
automatically become one outstanding share of Common Stock of the Corporation
and the authorized shares of the Corporation shall remain as set forth in this
Amended and Restated Certificate of Incorporation, as amended. No fractional
share shall be issued in connection with the forgoing stock split; all shares
of Common Stock so split that are held by a stockholder will be aggregated
subsequent to the foregoing split and each fractional share resulting from
such aggregation of each series held by a stockholder will be rounded to the
nearest whole share. Shares of Common Stock that were outstanding prior to
the Effective Date and that are not outstanding after the Effective Date
shall resume the status of authorized but unissued shares of Common Stock."
3. That thereafter, pursuant to resolution of its Board of Directors, a meeting
of the stockholders of said Corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of
the State of Delaware, at which meeting the necessary number of shares as
required by the statute were voted in favor of the amendment.
4. This Certificate of Amendment of Amended and Restated Certificate of
Incorporation, as amended, was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
5. In accordance with Section 103(d) of the General Corporation Law of the
State of Delaware, this Certificate of Amendment shall be effective on
November 12, 2007.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed this 30th day of October, 2007.
By: /s/Stuart Turk
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Authorized Officer
Title: President, Chief Executive Officer, and Chairman of the Board
Name: Stuart Turk