CERTIFICATE OF INCORPORATION
OF
ENTERTAINMENT & HOLDINGS, INC.
FIRST: The name of the Corporation is Entertainment & Holdings, Inc.
SECOND: Its registered office is to be located at Suite 606, 1220 N. Market
St., Wilmington, DE 19801, County of New Castle. The registered agent is
American Incorporators Ltd. whose address is the same as above.
THIRD: The nature of business and purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Laws.
FOURTH: The total number of shares of stock which the corporation shall have
authority to issue is one thousand five hundred (1,500). All such shares are to
be without par value and are to be of one class.
FIFTH: The name and mailing address of the incorporator is as follows:
Lisa Marie Lobozzo
Suite 606
1220 N. Market Street
Wilmington, DE 19801
SIXTH: The powers of the undersigned incorporator will terminate upon filing of
the certificate of incorporation. The name and mailing address of the person(s)
who will serve as initial director(s) until the first annual meeting of
stockholders or until a successor(s) is elected and qualified are:
Martin Kelly
8 Bruce Court
Montebello, NY 10901
SEVENTH: Each person who serves or who has served as a director shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director: (i) for any breach of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payment of dividend or unlawful stock purchase or
redemption as such liability is imposed under Section 174 of the General
Corporation Laws of Delaware; or (iv) for any transaction from which the
director derived an improper personal benefit.
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 stated herein are true, and I have accordingly hereunto set my
hand.
/s/ Lisa Marie Lobozzo
----------------------------------
Incorporator
<PAGE>
Certificate of Amendment of Certificate of Incorporation
of
ENTERTAINMENT & HOLDINGS, INC.
It is hereby certified that:
1. The name of the corporation (hereafter called the
"Corporation") is ENTERTAINMENT & HOLDINGS, INC.
2. The certificate of incorporation of the Corporation is
hereby amended by striking out Articles FIRST and FOURTH thereof and by
substituting in lieu of said Articles, respectively, the following new Articles:
"FIRST: The name of the Corporation is Re-Track USA, Inc."
"FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000), all of which
are common stock having a par value of one cent ($.01) per share."
3. There are currently 1,500 shares of common stock authorized
to be issued, without par value, none of which are issued and outstanding. Each
unissued share of common stock, without par value, is changed by this amendment
into 16,666.67 shares of common stock, par value $.01 per share.
4. The amendment of the certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Section 241
of the General Corporation Law of the State of Delaware.
5. The Corporation has not received payment for any of its
stock.
Signed and attested to on May 17, 1996.
/s/ Martin Kelly
------------------------------------
Martin Kelly, President
Attest:
/s/ Martin Kelly
-------------------------------
Martin Kelly, Secretary
<PAGE>
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
Re-Track USA, Inc., a corporation organized under the laws of Delaware, the
charter of which was voided for non-payment of taxes, now desires to procure a
restoration, renewal and revival of its charter and hereby certifies as follows:
1. The name of this corporation is Re-Track USA, Inc.
2. Its registered office in the State of Delaware is located at
1220 No. Market Street, City of Wilmington, Zip Code 19801,
County of ______________ the name and address of its register
agent is American Incorporations, Ltd.
3. The date of the original Certificate of Incorporation in
Delaware was 2/29/96.
4. The date when restoration, renewal, and revival of the charter
of this company is to commence is the 28th day of February,
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.
5. This corporation was duly organized and carried on the
business authorized by its charter until the 1st day of March
A.D. 1998, at which time its charter became inoperative and
void for non-payment of taxes 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, Martin Kelly
the last and acting authorized officer hereunto set his/her hand to this
certificate this 14th day of April 1999.
By: /s/ Martin Kelly
---------------------------------------
Authorized Officer
Name: Martin Kelly
-------------------------------------
Print of Type
Title: President/CEO
------------------------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RETRACK USA, INC.
Retrack USA, Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware by resolution of the Board
of Directors adopted by their unanimous written consent and consented to in
writing by the majority stockholders of the Corporation, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
II. Article 1 of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"1. The name of the corporation is Retrac Medical, Inc."
IN WITNESS WHEREOF, the undersigned hereby duly executes this
Certificate of Amendment hereby declaring and certifying under penalty of
perjury that this is the act and deed of the Corporation and the facts herein
stated are true, this 26th day of May, 2000.
RETRACK USA, INC.
By: /s/ Martin Kelly
-----------------------------------
Martin Kelly, President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RETRAC MEDICAL, INC.
Retrac Medical, Inc., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify the following:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware and has been consented to
in writing by the majority stockholders of the Corporation, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
II. Article Fourth of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"Article IV
Capitalization
The Corporation shall have authority to issue an
aggregate of 25,000,000 shares of common stock, par value
$0.01 (hereinafter, the "Common Stock"). Each three (3) shares
of Common Stock, par value $0.01, outstanding on the effective
date of this Amendment shall be automatically converted into
two (2) shares of Common Stock and in lieu of fractional
shares, each share so converted shall be rounded up to the
next highest number of full shares of Common Stock. The
powers, preferences, and rights, and the qualifications,
limitations, or restrictions thereof, of the shares of stock
of each class and series which the Corporation shall be
authorized to issue, is as follows:"
IN WITNESS WHEREOF, the undersigned hereby duly executes this
Certificate of Amendment hereby declaring and certifying under penalty of
perjury that this is the act and deed of the Corporation and the facts herein
stated are true, this 7th day of September, 2000.
RETRAC MEDICAL, INC.
By: /s/ Thomas Sassone
------------------------------------
Thomas Sassone, President and
Chief Executive Officer
