Exhibit 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/07/2000
001611623 - 3323581
CERTIFICATE OF INCORPORATION
OF
ALL ASIA IMPORTS, INC.
FIRST: name of this corporation shall be:
ALL ASIA IMPORTS, INC.
SECOND: The address of its registered office in the State of Delaware is
4406 Tennyson Road, in the City of Wilmington, New Castle County, State of
Delaware. The name of its Registered Agent at such address is Delaware Corporate
Agents, Inc.
THIRD: The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 80,000,000 shares of common stock with $0.0001 par
value and 20,000,000 shares of preferred stock with $0.0001 par value.
FIFTH: The name and mailing address of the incorporator is Jane Goldberg,
4406 Tennyson Road, Wilmington, Delaware 19802.
SIXTH: The powers of the incorporator(s) shall terminate upon the filing of
this Certificate of Incorporation. Following are the name(s) and address(es) of
the person(s) who are to serve as director(s) until the first annual meeting of
shareholders or until their successors are elected and qualify: Kevin P. Brogan,
2773 Venetia Road, Palm Springs, CA 92262.
SEVENTH: The Board of Directors is expressly authorized to make, alter or
repeal the By-laws of the corporation
EIGHTH: No director shall have personal liability to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this Article shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders; (ii) for facts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of Title 8 of the Delaware Code; (iv) for any transaction from which
the director derived on improper personal benefit.
NINTH: Elections of directors need not be by written ballot unless the
By-Laws of this corporation so provide.
I, the undersigned, being the incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, acknowledging the penalty of
perjury, hereby declaring and certifying that this instrument is my act and deed
and the facts herein stated are true, pursuant to 8 Del. C 103(b)(2) and
accordingly have hereunto set my hand on December 7, 2000.
/s/ Jane S. Goldberg
--------------------
Jane S. Goldberg
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:31 PM 4/26/2004
040302293 - 3323581
AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
ALL ASIA IMPORTS, INC.
PURSUANT TO SECTION 242
All Asia Imports, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, pursuant to 8 Del. C 242, does
hereby certify:
FIRST: That at a Special Meeting of the Board of Directors of the said
Corporation held on April 23, 2004, the Board of Directors adopted a resolution
setting forth the following amendment and declared its advisability and calling
a Special Meeting of the Shareholders entitled to vote in respect thereof;
RESOLVED, that the Certificate of Incorporation of All Asia Imports, Inc.
be amended by striking therefrom Article FIRST and inserting in lieu thereof the
following:
FIRST: The name of the corporation is AMMOGEM CORP.
Pursuant to 8 Del. C 103(b)(2) shareholders holding all of the issued and
outstanding stock, and therefore having the minimum number of votes that would
be necessary to authorize the amendment to the Certificate of Incorporation if
such action were taken at a meeting of the shareholders, have filed their
written request with the said Corporation.
All Asia Imports, Inc.
/s/ Lawrence Hamilton Jean
------------------------------
Lawrence Hamilton Jean
Dated: April 26, 2004