PHYHEALTH Corp - FORM S-1 - EX-3.1.2 - CERTIFICATE OF INCORPORATION OF REGISTRANT - November 12, 2009

Attached files

file filename
S-1 - PHYHEALTH CORPORATION FORM S-1 - PHYHEALTH Corpphyhealth_s1.htm
EX-5.1 - OPINION OF COUNSEL AS TO THE LEGALITY OF THE SHARES BEING SPUN OFF - PHYHEALTH Corpex5_1.htm
EX-10.7 - FORM OF SERIES B PREFERRED STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_7.htm
EX-23.1 - CONSENT OF COUNSEL (CARL N. DUNCAN, ESQ., LLC) - PHYHEALTH Corpex23_1.htm
EX-10.6 - NEVADA CERTIFICATE OF DESIGNATION REGARDING SERIES B PREFERRED STOCK OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_6.htm
EX-10.3 - NEVADA CERTIFICATE OF DESIGNATION REGARDING CONVERTIBLE PREFERRED STOCK OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_3.htm
EX-10.1 - FLORIDA DEPARTMENT OF STATE DOING BUSINESS QUALIFICATION OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_1.htm
EX-10.5 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION RE CONVERTIBLE PREFERRED STOCK - PHYHEALTH Corpex10_5.htm
EX-23.3 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - PHYHEALTH Corpex23_3.htm
EX-10.4 - FORM OF CONVERTIBLE PREFERRED STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_4.htm
EX-10.2 - FLORIDA CERTIFICATE OF GOOD STANDING DATED AUGUST 2009 - PHYHEALTH Corpex10_2.htm
EX-10.8 - OFFICE LEASE OF PHYSICIANS HEALTHCARE MANAGEMENT, INC. AND ASSOCIATED RENEWALS - PHYHEALTH Corpex10_8.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM (SALBERG AND COMPANY, P.A.) - PHYHEALTH Corpex23_2.htm
EX-10.19 - TAX MATTERS AGREEMENT BETWEEN THE REGISTRANT AND PHYHEALTH CORPORATION - PHYHEALTH Corpex10_19.htm
EX-3.1.4 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION REGARDING PREFERRED SHARES OF REGISTRANT - PHYHEALTH Corpex3_1-4.htm
EX-3.3.2 - FORM OF STOCK CERTIFICATE OF REGISTRANT - PHYHEALTH Corpex3_3-2.htm
EX-3.1.1 - CERTIFICATE OF INCORPORATION OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_1-1.htm
EX-3.3.1 - FORM OF STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_3-1.htm
EX-10.12 - EMPLOYMENT AGREEMENT BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND ROBERT L. TRINKA - PHYHEALTH Corpex10_12.htm
EX-10.17 - FORM OF WARRANT AGREEMENT - PHYHEALTH Corpex10_17.htm
EX-3.2.2 - BYLAWS OF REGISTRANT - PHYHEALTH Corpex3_2-2.htm
EX-10.15 - EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND FIDEL R. RODRIGUEZ, EFFECTIVE AS OF DATE OF SPINOFF - PHYHEALTH Corpex10_15.htm
EX-10.10 - ENGAGEMENT AGREEMENT DATED OCTOBER 6, 2006 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND CFO PROFESSIONAL SERVICES, LLC - PHYHEALTH Corpex10_10.htm
EX-10.16 - FORM OF STOCK OPTIONS AGREEMENT - PHYHEALTH Corpex10_16.htm
EX-10.13 - EMPLOYMENT AGREEMENT BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND FIDEL R. RODRIGUEZ - PHYHEALTH Corpex10_13.htm
EX-3.2.1 - BYLAWS OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_2-1.htm
EX-3.1.3 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION REGARDING INCREASED AUTHORIZATION OF REGISTRANT - PHYHEALTH Corpex3_1-3.htm
EX-10.18 - SEPARATION AGREEMENT BETWEEN THE REGISTRANT AND PHYHEALTH CORPORATION - PHYHEALTH Corpex10_18.htm
EX-10.14 - EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND ROBERT L. TRINKA, EFFECTIVE AS OF DATE OF SPINOFF - PHYHEALTH Corpex10_14.htm
EX-10.11 - STOCK PURCHASE AGREEMENT DATED MAY 9, 2006 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND TIGER TEAM TECHNOLOGIES, INC. ET AL - PHYHEALTH Corpex10_11.htm
EX-10.9 - MARKETING JOINT VENTURE AGREEMENT DATED JANUARY 10, 2008 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND SORRY WORKS, INC. - PHYHEALTH Corpex10_9.htm
EXHIBIT 3.1.2






 

 



CERTIFICATE OF
INCORPORATION OF
PHYHEALTH
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
1
 

Delaware
The First State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “PHYHEALTH CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTEEN DAY OF JANUARY, A.D. 2008, AT 1:55 O’CLOCK P.M.
 
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.



 
4491856 8100  /s/ Harriet Smith Windsor  
  Harriet Smith Windsor, Secretary of State  
  AUTHENTICATION:    6322966  
  DATE:    01-18-08  
 
SEAL OF SECRETARY
 OF STATE
OF DELAWARE
 

 
080061744
 
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STATE of DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION
 
● First:  The name of the corporation is  ____________________________PHYHEALTH CORPORATION_________________________________
 
 
 
● Second:  Its registered office in the State of Delaware is to be located at  _______1209 Orange _______Street, in the City of ________WILMINGTON______  County of   NEW CASTLE    Zip Code 19801   The registered agent in charge thereof is  __________CORPORATION TRUST COMPANY ________
 
 
 
● Third:  The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.
 
 
 
● Fourth: The amount of the total stock of this corporation is authorized to issue is  50,000,000   Shares (number of authorized shares) with a par value of  0.000100000  per share.
 
 
 
● Fifth:  The amount and mailing address of the incorporation are as follows:
      Name:                __________ROBERT TRINKA _________                                                                                   
    Mailing Address : _________________700 S. ROYAL POINCIANA BLVD, STE 506__________________  
               MIAMI, FL______________    Zip Code  33166______________  
 
 
 
● 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 stated are true, and I have accordingly hereunto set my hand this      16     day of JANUARY  , A.D. 2008 .
 
 
  BY:  /s/ Robert Trinka  
    (Incorporator)  
       
    Name:  Robert Trinka  
    (type or print)  
 

 
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