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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
RESNICK WORLDWIDE, INC.
FIRST: The name of the corporation is:
RESNICK WORLDWIDE, INC.
SECOND: Its registered office in the State of Delaware is located at
25 Greystone Manor, Lewes, Delaware 19958-9776, County of Sussex. The
registered agent in charge thereof is HARVARD BUSINESS SERVICES, INC.
THIRD: The purpose of the corporation is to engage in any lawful
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is 100,000,000 shares having a par value of $0.001 per
share.
FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.
SIXTH: This corporation shall be perpetual unless otherwise decided
by a majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred
by the laws of Delaware, the board of directors is authorized to amend or
repeal the bylaws.
EIGHTH: The corporation reserves the right to amend or repeal any
provision in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.
NINTH: The incorporator is Harvard Business Services, Inc., whose
mailing address is 25 Greystone Manor, Lewes, DE 19958. The powers of the
incorporator are to file this certificate of incorporation, approve the by-laws
of the corporation and elect the initial directors.
TENTH: To the fullest extent permitted by the Delaware General
Corporation Law a director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.
ELEVENTH: This company will acquire the assets, liabilities and
previous shareholders subject to Directors approval of the previous corporation
of the same name incorporated April 19, 1988 and which went Void March 1, 1990.
I, Richard H. Bell, for the propose of forming a corporation under the
laws of the State of Delaware do make and file this certificate, and do certify
that the facts herein stated are true; and have accordingly signed below, this
19th day of October, 1994.
Signed and Attested to by: /s/ Richard H. Bell
---------------------------------------------
Richard H. Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RESNICK WORLDWIDE, INC.
RESNICK WORLDWIDE, 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 RESNICK
WORLDWIDE, 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 calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, To authorize a reverse stock split of its common stock, one share for
each 100 shares, reducing the issued and outstanding shares from 100,000,000 to
1,000,000 shares. To authorize an increase of common shares authorized from
1,000,000 to 100,000,000 with a par value of $0.0001.
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Articles thereof numbered "THE FIRST & THE FOURTH:" so that, as
amended said Article shall be and read as follows:
FIRST: "The name of the corporation is
STANDARD BRANDS OF AMERICA, INC.
FOURTH: "The total number of authorized shares which the corporation is
authorized to issue to 100,000,000 shares of common stock having a par value
of $0.0001 per share and 5,000,000 shares of cumulative convertible preferred
stock having a par value of $0.0001 per share."
All shares of common stock shall be identical and each share of common
stock shall be entitled to one vote on all matters.
The board of directors is authorized, subject to limitations
prescribed by law and the provisions of this Article Fourth, to provide by
resolution or resolutions for the issuance of the shares of preferred stock in
one or more series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number of shares
included in any such series, and to fix the designation, powers, preferences and
rights of the shares of any such series and the qualifications, limitations or
restrictions thereof.
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PAGE TWO
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 by a quorum of
shareholders of the corporation on June 14, 1995. There are 40,000,000
outstanding shares, of which 22,167,220 shares voted for the amendment and 0
against 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.
FIFTH: That this amendment shall become effective at 9:00 a.m. on the
14th day of June, 1995.
IN WITNESS WHEREOF, said RESNICK WORLDWIDE, INC. has caused this
certificate to be signed by its Authorized Officer, this 16th day of June, 1995.
/s/ Paul L. Paskall
------------------------------
AUTHORIZED OFFICER
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CERTIFICATE OF RESIGNATION
OF
REGISTERED AGENT
ON
STANDARD BRANDS OF AMERICA, INC.
Harvard Business Services, Inc. does hereby resign as registered agent of
STANDARD BRANDS OF AMERICA, INC.
Written notice of the resignation was given to the corporation at least 30
days prior to the filing of the certificate by mail to the last known address
for the corporation. The letter was mailed on February 21, 1997.
I, Richard H. Bell, II, President of Harvard Business Services, Inc. do hereby
sign this document to resign as registered agent of the above corporation on
this April 16, 1997.
/s/ Richard H. Bell, II
------------------------------------------
Richard H. Bell, II
President, Harvard Business Services, Inc.
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STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
STANDARD BRANDS OF AMERICA, INC., a corporation organized under the laws of
Delaware, the charter of which was forfeited for failure to obtain a registered
agent, now desires to procure a restoration, renewal and revival of its
charter, and hereby certifies as follows:
FIRST: The name of the corporation is STANDARD BRANDS OF AMERICA, INC.
SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, Delaware, 19958-9776, County of Sussex. The name and
address of the registered agent is Harvard Business Services, Inc., 25 Greystone
Manor, Lewes, Delaware, 19958-9776, County of Sussex.
THIRD: The date of filing of the original Certificate of Incorporation in
Delaware was October 19, 1994.
FOURTH: The date when restoration, renewal and revival of the charter of this
company is to commence is the fifteenth day May of 1997, same being prior to
the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.
FIFTH: This corporation was duly organized and carried on the business
authorized by its charter until the sixteenth day May of 1997, A.D., at which
time its charter became inoperative and forfeited for failure to obtain a
registered agent and this certificate for renewal and revival is filed by
authority of the duly elected directors of the corporation in accordance with
the laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of
the General Corporation Law of the State of Delaware, as amended, providing for
the renewal, extension and restoration of charters, the last acting authorized
officer hereunto set his hand to the certificate this July 17, 1999.
BY: /s/ Edward H. McCluskey
--------------------------------
NAME: Edward H. McCluskey
Title: President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STANDARD BRANDS OF AMERICA, INC.
STANDARD BRANDS OF AMERICA, 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 STANDARD BRANDS
OF AMERICA, 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 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 "FIRST" so that, as amended
said Article shall be and read as follows:
FIRST: The name of the corporation is THE LIONSHARE GROUP 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.
IN WITNESS WHEREOF, said STANDARD BRANDS OF AMERICA, INC. has caused
this certificate to be signed by its Authorized Officer this 16 day of April,
1998.
BY: /s/ J.E. Chentham
--------------------------------
Name: J.E. Chentham (please print)
Title: Chairman and Pres. (please print)
