Exhibit 3.1
Island Critical Care Corp.
Formed in Delaware
Federal Employer Identification Number (Federal Tax ID Number):
65-0967706
J.Paul Hines
Ship Island Investments
120 Eglinton Avenue East, Suite 500
Toronto ON M4P1E2
CANADA
416-481-9333
Midwestern Railway Co., Inc.
Formed in Florida
Federal Employer Identification Number (Tax ID):
98-0159300
Corporate Creations
--------------------
Incorporation & Trademark Services
corpcreations.com
(305) 672-0686
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Midwestern Railway Co., Inc.
Formed in Florida
Federal Employer Identification Number (Tax ID):
98-0159300
Corporate Creations
--------------------
Incorporation & Trademark Services
corpcreations.com
(305) 672-0686
State of Delaware
Certificate of Incorporation
Island Critical Care Corp.
FIRST: The name of this Delaware corporation is:
Island Critical Care Corp.
SECOND: The name and address of the Corporation's Registered Agent is:
Corporate Creations Enterprises, Inc.
2530 Channin Drive
Wilmington DE 19810
New Castle County
THIRD: The purpose of the Corporation is to conduct or promote any lawful
business or purposes.
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FOURTH: The Corporation shall have the authority to issue 50,000,000
shares of common stock, par value $.001 per share.
FIFTH: The directors shall be protected from personal liability to the
fullest extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach FL 33139
SEVENTH: This Certificate of Incorporation shall become effective on the
date shown below.
/s/ Andreas M. Kelly
-----------------------
CORPORATE CREATIONS INTESGMATIONAL INC.
Andreas M. Kelly Vice President
Date: December 15, 1999
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 06:02 PM 12/15/1999
991541322 - 3143283
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Articles of Merger
of
Island Critical Care Corp.
(a Florida corporation)
into
Island Critical Care Corp.
(a Delaware corporation)
1. Island Critical Care Corp., a Florida corporation (the "Disappearing
Corporation'"), shall be merged with and into Island Critical Care Corp., a
Delaware corporation (the "Surviving Corporation"), pursuant to the terms of the
attached Plan of Merger. The Disappearing Corporation and the Surviving
Corporation are collectively referred to as the "Constituent Corporations."
2. The merger shall become effective on the day that Articles of Merger
and/or a Certificate of Merger are filed in the state of incorporation for each
of the Constituent Corporations, but no later than 90 days after the date on
which these Articles of Merger are filed.
3. The attached Plan of Merger was adopted and approved by the
shareholders of each of the Constituent Corporations on December 21,1999.
These Articles of Merger have been executed on behalf of the Constituent
Corporations by their authorized officers as of December 21, 1999.
Island Critical Care Corp., a Florida corporation
By: /s/ J. Paul Hines
----------------------
Name: J. Paul Hines
Title: President
Island Critical Care Corp., a Delaware corporation
By: /s/ J. Paul Hines
----------------------
Name: J. Paul Hines
Title: President
Corporate Creations International Inc. 941 Fourth St. Suite 200 Miami
Beach, FL33139 (305) 672-0686
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State of Florida
(STATE SEAL)
Department of State
I certify from the records of this office that Articles of Merger were
filed on December 22, 1999, for ISLAND CRITICAL CARE CORP., a Florida
corporation/ merging into ISLAND CRITICAL CAPE CORP., the surviving Delaware
corporation no^ authorized to transact business in Florida.
Given under my hand and the Great Seal of the State of Florida, at
Tallahassee, the Capital, this the Twenty-second day of December, 1999
Authentication Code: 499AG0059954-122299-P96000023605-1/1
(STATE SEAL)
Cr2EO22 (1-99) /s/ Katherine Harris
Katherine Harris
Secretary of State
(STATE SEAL)
FLORIDA DEPARTMENT OF STATE
Katherine Harris
Secretary of State
December 22, 1999
CORPORATE CREATIONS INTERNATIONAL INC.
941 FOURTH STREET
SUITE 200
MIAMI BEACH, FL 33139
The Articles of Merger were filed on December 22, 1999, for ISLAND CRITICAL
CARE CORP., the surviving Delaware corporation not authorized to transact
business in Florida.
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The certification you requested is enclosed. To be official, the
certification for a certified copy must be attached to the original document
that was electronically submitted and filed under FAX audit number H99000032743.
Should you have any further questions regarding this matter, please feel
free to call (850) 487-6050, the Amendment Filing Section.
Darlene Conneil
Corporate Specialist
Division of Corporations Letter Number: 499A00059954
Division of Corporations - P.O.Box 6327 - Tallahassee, Florida 32314
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
(STATE SEAL)
FLORIDA DEPARTMENT OF STATE
Katherine Harris
Secretary of State
ARTICLES OF MERGER
Merger Sheet
MERGING:
ISLAND CRITICAL CARE CORP
a Florida corporation
Delaware
INTO
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ISLAND CRITICAL CARE CORP. a Delaware corporation not qualified in Florida
File date: December 22, 1999
Corporate Specialist: Darlene Connell
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
(STATE SEAL)
FLORIDA DEPARTMENT OF STATE
Katherine Harris
-----------------
Secretary of State
December 20, 1999
ISLAND CRITICAL CARE CORP. 205 WORTH AVENUE/ SUITE 201 WORTH AVENUE
BUILDING PALM BEACH, FL 33480
Re: Document Number P96000023605
The Amended and Restated Articles of Incorporation for MIDWESTERN RAILWAY
CO., INC. which changed its name to ISLAND CRITICAL CARE CORP., a Florida
corporation, were filed on December 17, 1999.
This document was electronically received and filed under FAX audit number
H990G0031759.
Should you have any questions concerning this matter, please telephone
(850) 487-6050, the Amendment Filing Section.
Karen Gibson
Corporate Specialist
Division of Corporations Letter Number: 999ADOD59549
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
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