STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 06/05/2000
001284294 - 3239429
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
1) The name of the Corporation is:
Microsourceonline.com Inc.
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2) Its Registered office in the State of Delaware is to be located at 15
Loockerman Street, in the City of Dover, County of Kent Zip Code 19904. The
Registered Agent in charge thereof is Agents for Delaware Corporations,
Inc.
3) The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Law of Delaware.
4) The amount of the total authorized capital stock of this corporation is
1500 shares, all of which will be common stock with "No Par Value".
S) The name and mailing address of the incorporator is:
Bruce B. Hubbard
Hubco
77 East John Street
Hicksville, N.Y. 11801
6) The corporation is to have perpetual existence.
I, The Undersigned, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this certificate, and do certify
that the facts herein stated are true, and I have accordingly hereunto set my
hand this 5th day of June, A.D. 2000.
/s/ Bruce B. Hubbard
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Incorporator
Bruce B. Hubbard
Hubco
STATE of DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
MICROSOURCEONLINECOM INC.
A corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of
MICROSOURCEONLINE.COM INC.
resolutions were duly adopted setting forth a proposed amendment of the
certificate of Incorporation of said corporation, declaring said amendments to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "1 (ONE)" so that, as amended, said
Article shall be and read as follows:
1) The name of the Corporation is: MICROSOURCEONLINE INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special 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
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said MICROSOURCEONLINE.COM INC. has caused this certificate
to be signed by
Sumit Majumdar, an Authorized Officer, this 18th day of July, 2001.
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BY: /s/ Sumit Majumdar
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(Signature)
TITLE OF OFFICER: President / CEO
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 05/22/2002
020336342 - 3239429
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
MICROSOURCEONLINE INC.
A corporation of and existing under and by virtue of the General Corporation Law
of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That by written consent of the Sole Director of
MICROSOURCEONLINE INC.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and requesting the written consent of the stockholders of said
corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "4 (FOUR)" so that, as
amended, said Article shall be and read as follows:
4) The amount of the total authorized capital stock of this corporation
is Twenty Million (20,000,000) shares, all of which will be common
stock with, .01 Par Value."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
written consent of the stockholders of said corporation was duly requested in
accordance with Section 228 of The General Corporation Law of the State of
Delaware to evidence that the necessary number of shares as required by statute
was voted in favor of the amendment.
THIRD: That said amendment was duly consented to in writing in accordance with
the provision of Section 228 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said MICROSOURCEONLINE INC. has caused this certificate to
be signed by
Sumit Majumdar, an Authorized Officer, as of this 30th day of June, 2000.
By: /s/ Sumit Majumdar
-----------------------------------
Sumit Majumdar
Title of Officer: President/CEO