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Exhibit No. 1
Ozolutions, Inc.
Form 10-SB
CERTIFICATE OF INCORPORATION
OF
Unipak Process Inc.
FIRST: The name of this corporation is Unipak Process Inc.
SECOND: Its registered office in the State of Delaware is to
be located at Three Christina Center 201 N. Walnut Street,
Wilmington DE 19801 .County of New Castle. The registered agent
in charge thereof is The Company Corporation address "same as
above".
THIRD: The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on are to do any
or of all the things herein mentioned as fully and to the same
extent as natural persons might or could do and in any part of
the world, viz:
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH The amount of the total authorized capital stock of this
corporation is divided into
20,000,000 shares of stock at .0010 par value.
FIFTH: The name and mailing address of the incorporation is as
follows:
Regina Cephas. Three Christina Centre, 201 N. Walnut St.,
Wilmington DE 19801
SIXTH: The Directors shall have power to make and to alter or
amend the By-laws; to fix the amount to be reserved as working
capital and to authorize and cause to be executed, mortgages and
liens without limit as to the amount upon the property and
franchise of the Corporation.
With the consent in writing and pursuant to a vote of the holders
of a majority of the capital stock issued and outstanding the
Directors shall have the authority to dispose, in any manner, of
he whole property of this corporation.
The By-Laws shall determine whether and to what extent the
accounts and books of this corporation, or any of them shall be
open to the inspection of the stockholder: and no stockholder
shall have any right of inspection any account, or book or
document of this Corporation, except as conferred by the law of
the By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the
Corporations outside of the State of Delaware, at such places as
may be from time to time designated by the By-Laws or by
resolution of the stockholders or directors, except as otherwise
required by the laws of Delaware.
SEVENTH: Directors fo the corporation shall not be liable to
either the corporation or its stockholders for monetary damages
for a breach of fiduciary duties unless the breach involves: (1)
a director's duty of loyalty to the corporation or its
stockholders: (2) acts or omissions not in
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good faith or which involve intentional misconduct or a knowing
giolation of law; (3) liability for unlawful payments of
dividends or unlawful stock purchase or redemption by the
corporation; or (4) a 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 herein are true:
and I have accordingly hereunto set my hand.
DATED: JANUARY 10, 1996
/s/ Regina Caplas
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CERTIFICATE of AMENDMENT
OF
Unipak Process Inc.
The undersigned. being the President of Unipak Process
Inc.. a Delaware Corporation, hereby certifies that by
unanimous vote of the Board of Directors and majority
vote, of the Stockholders at a meeting held upon notice
in accordance with Sections 222 and 242 of the General
Corporation Law of the State of Delaware on October 22,
1999, it was agreed that this CERTIFICATE OF AMENDMENT
of Unipak Process Inc. be filed.
The undersigned further certifies that the original
Articles of Incorporation of Unipak Process Inc. were
filed with the Secretary of State of Delaware on the
10th day of January, 1996. The undersigned further
certifies that the original Articles of Incorporation
filed on the 10th day of January, 1996, herein is
amended to read as follows:
FIRST: The name of this corporation is Rico
Resources 1999, Inc.
The undersigned hereby further certifies that he has on
this 22nd day of October, 1999, executed this
Certificate of Amendment amending the Articles of
Incorporation heretofore filed with the Secretary of
State of Delaware.
Morris Diamond, President
STATE OF FLORIDA
COUNTY OF PALM BEACH:
On this 22nd day of October, 1999, before me, the
undersigned Notary Public in and for the State of
Florida, personally appeared Morris Diamond, personally
known to me to be the person and officer whose name is
subscribed to the foregoing Certificate of Amendment and
acknowledged to me that he executed the same.
Notary Public
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CERTIFICATE of AMENDMENT
OF
Rico Resources 1999, Inc.
The undersigned, being the President of Rico Resources 1999,
Inc., a Delaware Corporation, hereby certifies that by unanimous
vote of the Board of Directors and majority vote of the
Stockholders at a meeting held upon notice in accordance with
Sections 222 and 242 of the General Corporation Law of the State
of Delaware on April 10, 2000, it was agreed that this
CERTIFICATE OF AMENDMENT of Rico Resources 1999, Inc. be filed.
The undersigned further certifies that the original Articles
of Incorporation of Rico Resources 1999, Inc. were filed with the
Secretary of State of Delaware on the 10th day of January, 1996.
The undersigned further certifies, that the original Articles of
Incorporation filed on the 10th day of January, 1996, herein is
amended to read as follows:
FIRST: The name of this corporation is Ozolutions Inc.
Fourth: The amount of the total authorized capital stock of
this corporation is divided into 50,000,000 shares of stock
at $0.0010 par value.
The undersigned hereby further certifies that he has on this 11th
day of April, 2000, executed this Certificate of Amendment
amending the Articles of Incorporation heretofore filed with the
Secretary of State of Delaware.
Morris Diamond, President
STATE OF FLORIDA COUNTY OF PALM BEACH:
On this 11th day of April, 2000, before me, the undersigned
Notary Public in and for the State of Florida, personally
appeared Morris Diamond, personally known to me to be the person
and
officer whose name is subscribed to the forgoing Certificate of
Amendment and acknowledged
to me that he executed the same.
Notary Public
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