Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SIMCO AMERICA, INC.
(A DELAWARE CORPORATION)
The 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 SIMCO America,
Inc., (the "Corporation) resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting for the proposed
amendment is as follows:
RESOLVED, that Article I of the Certificate of Incorporation of this Corporation
filed with the Office of the Secretary of State of Delaware be amended to read
as follows:
" FIRST. The name of the Corporation is Leo Motors, Inc."
SECOND: 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 statute ere 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.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 18th day of September, 2007.
SIMCO AMERICA, INC.
By: \s\ Han Young Kim
-----------------
Han Young Kim
As Its President and CEO
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SHINIL PRECISION MACHINERY, INC.
(A DELAWARE CORPORATION)
I, M. Richard Cutler, hereby certify that:
1. I am the Secretary and President of Shinil Precision Machinery,
Inc., a Delaware corporation (the "Corporation").
2. Article FIRST of the Certificate of Incorporation filed with the Office
of the Secretary of State of Delaware on September 8, 2004 is hereby amended to
read as follows:
" FIRST. The name of the Corporation is SIMCO America Inc.
3. The foregoing amendment of Certificate of Incorporation has been
duly approved by the Board of Directors of the Corporation.
4. The foregoing amendment of Certificate of Incorporation has been
duly approved by a majority of the shareholders of the Corporation.
I further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this certificate are true and correct of
my own knowledge.
Dated: September 29, 2005
\s\ M. Richard Cutler
- ---------------------
M. Richard Cutler
President and Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FCR AUTOMOTIVE GROUP, INC.
(A DELAWARE CORPORATION)
I, M. Richard Cutler, hereby certify that:
1. I am the Secretary and President of FCR Automotive Group, Inc., a
Delaware corporation (the "Corporation").
2. Article FIRST of the Certificate of Incorporation filed with the Office
of the Secretary of State of Delaware on September 8, 2004 is hereby amended to
read as follows:
" FIRST. The name of the Corporation is Shinil Precision Machinery,
Inc.
3. Article FOURTH of the Certificate of Incorporation filed with the Office
of the Secretary of State of Delaware on September 8, 2004, is hereby amended to
read as follows:
" FOURTH. Capital Stock
A. Number and Designation. The corporation shall have authority to issue
220 million shares of capital stock of which 200 million shall be shares of
common stock, par value $0.001 per share ("Common Stock") and 20 million shall
be shares of preferred stock, par vale $0.001 per share ("Preferred Stock").
Upon payment of consideration such shares shall be deemed to be fully paid and
nonassessable. Effective as of July 15, 2005, the shares of common stock issued
and outstanding shall be subject to a 1 for 85 reverse stock split.
B. Common Stock. Except as otherwise required by law, the holders of Common
Stock will be entitled to one vote per share on all matters to be voted on by
the Corporation's shareholders.
C. Preferred Stock. The shares of Preferred Stock may be issued from time
to time in one or more series. The Board of Directors of the Corporation (the
"Board of Directors") is
expressly authorized to provide for the issue of all or any of the shares of the
Preferred Stock in one or more series, and to fix the number of shares and to
determine or alter for each such series, such voting powers, full or limited, or
no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
shares (a "Preferred Stock Designation") and as may be permitted by the General
Corporation Law of the State of Delaware. The Board of Directors is also
expressly authorized to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series subsequent
to the issue of shares of that series. In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series."
4. The foregoing amendment of Certificate of Incorporation has been
duly approved by the Board of Directors of the Corporation.
5. The foregoing amendment of Certificate of Incorporation has been
duly approved by a majority of the shareholders of the Corporation.
I further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this certificate are true and correct of
my own knowledge.
Dated: July 18, 2005
\s\ M. Richard Cutler
- ---------------------
M. Richard Cutler
President and Secretary