Attached files
EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/04/2001
010166043 - 3316503
CERTIFICATE OF INCORPORATION
OF
PARADISE YOGA RETREATS INC.
FIRST: The name of the corporation is Paradise Yoga Retreats, Inc.
SECOND: The address of the registered office in the State of Delaware is 4406
Tennyson Road, Wilmington, New Castle, County, State of Delaware. The name of
its registered agent at such address is Delaware Corporate Agents, inc.
THIRD: The nature of the business or purpose to be conducted or promoted is to
engage in any lawful act or activity which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is authorized
to issue is: Eighty Million (80,000,000) shares of common stock with a par value
of $0.0001 and Twenty Million (20,000,000) shares of preferred stock with a par
value of $0.0001.
FIFTH: The name and mailing address of the incorporator is Jane Goldberg, 4406
Tennyson Road, Wilmington, DE 19802. SIXTH: The powers of the Incorporator(s)
shall terminate upon the filing of this Certificate of Incorporation. Following
are the name(s) and address(es) of the person(s) who are to serve as director(s)
until the first annual meeting of the shareholders or until their successors are
elected and qualify: Maureen Brogan, 834 Grand Street #2, Santa Monica, CA
90405, Robert Card, P.O. Box 1389, Ferndale, WA 98248.
SEVENTH: The Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the corporation.
EIGHTH: No director shall have personal liability to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this Articles shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders: (ii) for facts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of Title 8 of the Delaware Code; (iv) for any transaction from which
the director derived an improper personal benefit.
NINTH: Elections of directors need not be by written ballot unless the By-laws
of this corporation so provide.
I, the undersigned, being the incorporator hereinabove named, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, acknowledging the penalty of perjury, hereby
declaring and certifying that this instrument is my act and deed and the facts
herein stated are true, pursuant to 5 Del. C &103(b)(2) and accordingly have
hereunto set my hand on April 4, 2001.
/s/ Jane S. Goldberg
---------------------------
Jane S. Goldberg
Incorporator
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:47 p.m. 05/08/2007
Filed 02:30PM 05/08/2007
SRV 070534739 - 3376503 File
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Paradise Yoga Retreats
Inc. resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "First" so that, as amended, said
Article shall be and read as follows:
The name of the Corporation is Ads in Motion, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 7th day of May, 2007.
By: /s/ Edward F. Meyers
--------------------------------
Authorized Officer
Title: President
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Name: Edward F. Meyers
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