Attached files
| file | filename |
|---|---|
| S-1 - BOXSCORE BRANDS, INC. | internetmedias1.htm |
| EX-3.2 - BOXSCORE BRANDS, INC. | ex3-2.htm |
| EX-5.1 - BOXSCORE BRANDS, INC. | ex5-1.htm |
| EX-23.1 - BOXSCORE BRANDS, INC. | ex23-1.htm |
| EX-10.1 - BOXSCORE BRANDS, INC. | ex10-1.htm |
| EX-10.2 - BOXSCORE BRANDS, INC. | ex10-2.htm |
Exhibit
3.1
| State of Delaware | |
| Secretary of State | |
|
Division
of Corporations
|
|
| Delivered 03:27 PM 03/26/2007 | |
| FILED 03:17 PM 03/26/2007 | |
| SRV 070360586 - 4324016 | |
CERTIFICATE
OF INCORPORATION
OF
INTERNET
MEDIA SERVICES, INC.
ARTICLE 1 –
NAME. The name of this Corporation is Internet Media Services,
Inc.
ARTICLE 2 – REGISTERED OFFICE AND
REGISTERED AGENT. The registered office in the State of
Delaware is to be located at 9 East Loockerman Street, Suite 3A, in the city of
Dover, County of Kent, Zip Code 19901. The registered agent in charge
thereof is Spiegel & Utrera, P.A.
ARTICLE 3 –
PURPOSE. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporations Law of Delaware.
ARTICLE 4 – CORPORATE
CAPITIALIZATION. The amount of the total stock of this
corporation is authorized to issue is 3,000 shares with a par value of $5.00 per
share. All holders of shares of common stock shall be identical with
each other in every respect.
ARTICLE 5 –
INCORPORATOR. The name and mailing address of the incorporator
is Elsie Sanchez, 9 East Loockerman Street, Suite 3A, Dover, Delaware
19901.
ARTICLE 6 –
INDEMNIFICATION. The corporation shall have the power to
indemnify any person to the full extent permitted by Title 8, section 145 of the
Delaware code. A copy of the Indemnification Agreement, if any, is on
file at the principal office of the Corporation.
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 26 March 2007.
|
/s/ Elise Sanchez
|
|
|
Elsie
Sanchez, Incorporator
|
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 Internet Media Services,
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 "Four (4)” so that, as amended, said Article shall be and read as
follows:
The
amount of the total preferred stock of this corporation is authorized to issue
is 10,000,000 shares with a par value of $.001 per share.
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.
IN WITNESS WHEREOF, said corporation has
caused this certificate to be signed this 8th day
of April, 2010
|
By:/s/ Raymond Meyers
|
|
|
Authorized
Officer
|
|
|
Title: President
|
|
|
Name:
Raymond
Meyers
|
|
|
|
Print
or Type
|
-2-
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 Internet Media Services,
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 "Four (4)” so that, as amended, said Article shall be and read as
follows:
The
amount of the total stock of this corporation is authorized to issue is
25,000,000 shares with a par value of $.001 per share. All holders of shares of
common stock shall be identical with each other in every aspect.
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.
IN WITNESS WHEREOF, said corporation has
caused this certificate to be signed this 23rd day of September,
2009.
|
By:/s/
Raymond Meyers
|
|
|
|
Authorized
Officer
|
|
Title: President
|
|
|
Name:
Raymond Meyers
Print
or Type
|
| State of Delaware | |
| Secretary of State | |
|
Division
of Corporations
|
|
| Delivered 10:00AM 09/24/2009 | |
| FILED 10:00 AM 09/24/2009 | |
| SRV 090881204 - 4324016 FILE | |
-3-