EXHIBIT 3.4
CERTIFICATE OF DOMESTICATION
OF
CHINA DIRECT, INC.
Pursuant to the provisions of Section 607.1801 of the Florida Statutes,
the undersigned, David Stein, the Chief Operating Officer of China Direct, Inc.,
a foreign corporation (the "Corporation"), submits the following Certificate for
the purpose of becoming domesticated in the State of Florida:
FIRST: The date on which the Corporation first came into being was
June 21, 1994.
SECOND: The jurisdiction where the Corporation was first formed with the
State of Delaware.
THIRD: The name of the Corporation immediately prior to the filing of
this Certificate was China Direct, Inc.
FOURTH: The name of the Corporation will use in the State of Florida, as
set forth in its Articles of Incorporation filed with this
Certificate, is China Direct, Inc.
FIFTH: Immediately prior to the filing of this Certificate, the principal
place of business of the Corporation was located at 5301 North
Federal Highway, Suite 120, Boca Raton, Florida 33487.
Dated: June 15, 2007 CHINA DIRECT, INC.
By: /s/ David Stein
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David Stein
Chief Operating Officer
CERTIFICATION
I, David Stein, do hereby certify that I am the Chief Operating Officer
of China Direct, Inc., and that I am authorized to sign this Certificate of
Domestication on behalf of the Corporation. I further certify that all of the
statements in the foregoing instrument are true and correct.
/s/ David Stein
-----------------------
David Stein
Chief Operating Officer
STATE OF FLORIDA )
) SS
COUNTY OF PALM BEACH )
On June 15, 2007, before me personally appeared David Stein, personally
known to me to be the person whose name is subscribed to in the instrument
within, and acknowledged that he executed the instrument for the purposes
contained in the instrument.
/s/ Sydney J. Monda
--------------------------
Notary Public
My Commission Expires: 04-22-2010
ARTICLES OF INCORPORATION
OF
CHINA DIRECT, INC.
The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
The name of this Corporation shall be: CHINA DIRECT, INC.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation is 5301
North Federal Highway, Suite 120, Boca Raton, Florida 33487.
ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS
The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.
ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be
authorized to issue and have outstanding at any one time shall be one billion
(1,000,000,000) shares of Common Stock, par value $.0001 per share, and ten
million (10,000,000) shares of Preferred Stock, par value $.0001 per share.
Classes and series of the Preferred Stock may be created and issued
from time to time, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the creation and
issuance of such classes or series of Preferred Stock as adopted by the Board of
Directors.
ARTICLE V
TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE VI
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:
Corporation Service Company
1201 Hays Street
Tallahassee, Florida 32301
ARTICLE VII
BOARD OF DIRECTORS
This corporation shall have three (3) Directors initially.
Yuejian James Wang
5301 North Federal Highway, Suite 120
Boca Raton, Florida 33487
Marc Siegel
5301 North Federal Highway, Suite 120
Boca Raton, Florida 33487
David Stein
5301 North Federal Highway, Suite 120
Boca Raton, Florida 33487
ARTICLE VIII
INCORPORATOR
The name address of the person signing these Articles of Incorporation
as the Incorporator is James M. Schneider, Esq., 2200 N.W. Corporate Boulevard,
Suite 210, Boca Raton, Florida 33431.
ARTICLE IX
INDEMNIFICATION
To the fullest extent permitted by the Florida Business
Corporation Act, the Corporation shall indemnify, or advance expenses to, any
person made, or threatened to be made, a party to any action, suit or proceeding
by reason of the fact that such person (i) is or was a director of the
Corporation; (ii) is or was serving at the request of the Corporation as a
director of another corporation, provided that such person is or was at the time
a director of the Corporation; or (iv)is or was serving at the request of the
Corporation as an officer of another Corporation, provided that such person is
or was at the time a director of the corporation or a director of such other
corporation, serving at the request of the Corporation. Unless otherwise
expressly prohibited by the Florida Business Corporation Act, and except as
otherwise provided in the previous sentence, the Board of Directors of the
Corporation shall have the sole and exclusive discretion, on such terms and
conditions as it shall determine, to indemnify, or advance expenses to, any
person made, or threatened to be made, a party to any action, suit, or
proceeding by reason of the fact such person is or was an officer, employee or
agent of the Corporation as an officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. No person
falling within the purview of this paragraph may apply for indemnification or
advancement of expenses to any court of competent jurisdiction.
ARTICLE X
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions.
ARTICLE XI
CONTROL SHARE ACQUISITIONS
This Corporation expressly elects to be governed by Section 607.0902 of
the Florida Business Corporation Act, as amended from time to time, relating to
control share acquisitions.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on the 18th day of June 2007.
/s/ James M. Schneider
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James M. Schneider, Incorporator
CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE FOR PROCESS
CHINA DIRECT, INC., a corporation existing under the laws of the State
of Florida with its principal office and mailing address at 5301 North Federal
Highway, Suite 120, Boca Raton, Florida 33487 has named Corporation Services
Company whose address is 1201 Hays Street, Tallahassee, Florida 32301 as its
agent to accept service of process within the State of Florida.
ACCEPTANCE:
Having been named to accept service of process for the above-named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.
CORPORATION SERVICES COMPANY
By: /s/ Sara K. Drake
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Sarah K. Drake