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EXHIBIT 3.1
STATE OF DELAWARE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SILVER OCTOPUS, INC.
Pursuant to the requirements of Sections 242 and 245 of the Delaware
Business Corporation Act, the undersigned, Hamon Edward Francis Fytton, hereby
certifies that he is the duly and acting President of Golden Octopus, Inc., a
Delaware corporation, and does hereby make, swear to, adopt and file these
Amended and Restated Articles of Incorporation of Golden Octopus, Inc.
1. The name under which the corporation was originally
incorporated is Golden Octopus, Inc., and the date of filing the original
certificate of incorporation of the corporation with the Secretary of State of
the State of Delaware is June 20, 2000.
2. The Certificate of Incorporation shall be amended and restated
to read in full as follows:
ARTICLE I
NAME
The name of the corporation is Silver Octopus, Inc. (the "Corporation")
ARTICLE II
ADDRESS OF REGISTERED OFFICE;
NAME OF REGISTERED AGENT
The Corporation's registered office in the State of Delaware is located
at 15 East North Street in the City of Dover, County of Kent. The Registered
Agent in charge thereof is Incorporating Services, Ltd.
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ARTICLE III
PURPOSE
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.
ARTICLE IV
MAILING ADDRESS
The current mailing address of the principal place of business of the
Corporation is 2805 East Oakland Park Blvd., PMB 363, Fort Lauderdale, Florida
33306.
ARTICLE V
CAPITAL STOCK
The maximum number of shares of stock which the Corporation is
authorized to have outstanding at any one time is the following: (a) 100,000,000
shares of common stock, par value $.0001 per share; and (b) 5,000,000 shares of
preferred stock, par value $.0001 per share (the "Preferred Stock").
ARTICLE VI
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty 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) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
date of incorporation of the Corporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has signed this Certificate of Incorporation this 13th day of
December 2000.
/s/ Hamon Edward Francis Fytton
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Hamon Edward Francis Fytton, President
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