EX-3.1 3 v02030_ex3-1.txt EXHIBIT 3 (I) STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 9:00 AM 05/31/2000 001275413 - 3237078 State of Delaware Certificate of Incorporation RealDarts International, Inc. FIRST: The name of this Delaware corporation is: RealDarts International. Inc. SECOND: The name and address of the Corporation's Registered Agent is: Corporate Creations Enterprises. Inc. 2530 Channin Drive Wilmington DE 19810 New Castle County THIRD: The purpose of the Corporation is to conduct or promote any lawful business or purposes. FOURTH: The Corporation shall have the authority to issue 50,000,000 shares of common stock, par value $.001 per share. FIFTH: The directors shall be protected from personal liability to the fullest extent permitted by law. SIXTH: The name and address of the incorporator is: Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach FL 33139 SEVENTH: This Certificate of Incorporation shall become effective on May 31, 2000. /s/ Andreas M. Kelly ------------------------------------- CORPORATE CREATIONS INTERNATIONAL INC. Andreas M. Kelly Vice President STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 11:20 AM 08/04/2000 001394938 - 3237078 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: The Board of Directors of RealDarts International, Inc. adopted the following resolution setting forth a proposed amendment of this corporation's Certificate of Incorporation: RESOLVED, that the text of the Article numbered 1 of the Certificate of Incorporation of the corporation shall be deleted and replace with the following: The Name of this Delaware corporation is Optima 2000, Inc. SECOND: Pursuant to the resolution of the Board of Directors, the stockholders of this corporation voted in favor of the amendment at a special meeting of stockholders at which the necessary number of shares required by statute voted in favor of the amendment. THIRD: The amendment set forth in the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 if the Delaware General Corporation Law. IN WITNESS WHEREOF, this Certificate of Amendment has been signed by the undersigned authorized officer of this corporation on the date shown below. RealDarts International, Inc. By: /s/ J. Paul Hines Name: J. Paul Hines Title: President Date: August 3, 2000 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 4:00 PM 08/29/2000 001438146 - 3237078 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: The Board of Directors of Optima 2000 Inc. adopted the following resolution setting forth a proposed amendment of this corporation's Certificate of Incorporation: RESOLVED, that the text of the Article numbered 1 of the Certificate of Incorporation of the corporation shall be deleted and replace with the following: The Name of this Delaware corporation is Optima International, Inc. SECOND: Pursuant to the resolution of the Board of Directors, the stockholders of this corporation voted in favor of the amendment at a special meeting of stockholders at which the necessary number of shares required by statute voted in favor of the amendment. THIRD: The amendment set forth in the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 if the Delaware General Corporation Law. IN WITNESS WHEREOF, this Certificate of Amendment has been signed by the undersigned authorized officer of this corporation on the date shown below. Optima 2000, Inc. By: /s/ J. Paul Hines Name: J. Paul Hines Title: President Date: August 28, 2000 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 1:00 PM 09/27/2000 001488143 - 3237078 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: The Board of Directors of Optima International, Inc. adopted the following resolution setting forth a proposed amendment of this corporation's Certificate of Incorporation: RESOLVED, that the text of the Article numbered 1 of the Certificate of Incorporation of the corporation shall be deleted and replace with the following: The Name of this Delaware corporation is Optima Global Corporation SECOND: Pursuant to the resolution of the Board of Directors, the stockholders of this corporation voted in favor of the amendment at a special meeting of stockholders at which the necessary number of shares required by statute voted in favor of the amendment. THIRD: The amendment set forth in the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 if the Delaware General Corporation Law. IN WITNESS WHEREOF, this Certificate of Amendment has been signed by the undersigned authorized officer of this corporation on the date shown below. Optima International, Inc. By: /s/ J. Paul Hines Name: J. Paul Hines Title: President Date: August 28, 2000 PLAN OF MERGER The following plan of merger, which was adopted and approved by each party to the merger in accordance with Section 607.1107 is being submitted. 1. The merging corporation's names and Jurisdictions are listed below: NAME: Optima Global Corporation JURISDICTION: Florida 2. The surviving corporation's names and Jurisdictions are listed below: NAME: Optima Global Corporation JURISDICTION: Delaware 3. The terms and conditions of the merger are as follows: Each merging corporation shall be merged into the surviving corporation, and the effect of such merger shall be as stated in Section 607.1107, Florida Statutes. The merging corporation shall be merged with and into the surviving corporation, the separate and corporate existence of the merging corporation shall cease, and the surviving corporation shall continue its corporate existence under the laws of its state of incorporation under its present name. The surviving corporation shall possess and retain every interest of the merging corporation in all assets of every description wherever located. All rights, privileges, immunities, powers, and authority of the merging corporation shall be vested in the surviving corporation without further act or deed. The title/interest in all real estate vested in the merging corporation shall become vested in the surviving corporation without further act or deed, and such title/interest shall not in any way be impaired by reason of the merger. All obligations belonging to or due to the merging corporation shall be vested in the surviving corporation without further act or deed. The surviving corporation shall be liable for all of the obligations of the merging corporation existing effective as of the date of the Articles of Merger are filed with the Florida Department of State. By virtue of the merger and without any further action by the parties or otherwise (a) all outstanding shares and options to acquire shares of the merging corporation shall be cancelled without payment of any consideration and without any conversion and (b) all outstanding shares and options to acquire shares of the surviving corporation shall remain outstanding. Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach, FL 33139 (305) 672-0686 Copyright (C) 1993-2000 CC H01000014038 ARTICLES OF MERGER The following articles of merger are being submitted in accordance with Section 607.1107 Florida Statutes. ARTICLE 1 The merging entity's name, principal office street address, jurisdiction, and entity type are listed below: Name and Street Address: Optima Global Corporation 205 Worth Avenue Suite 201 Worth Avenue Building Palm Beach, FL 33480 Jurisdiction: Florida Entity Type: Corporation Florida Document Number: P96000028004 ARTICLE 2 The surviving entity's name, principal office street address, jurisdiction, and entity type are listed below: Name and Street Address: Optima Global Corporation 205 Worth Avenue Suite 201 STAMPED Worth Avenue Building Palm Beach, FL 33480 FILED Jurisdiction: Delaware 01FEB-5 PM 3:23 Entity Type: Corporation SECRETARY OF STATE TALLAHASSEE, FLORIDA Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach, FL 33139 (305) 672-0686 Copyright (C) 1993-2000 CC H01000014038 ARTICLE 3 The attached Plan of Merger meets the requirements of Section 607.1101, Florida Statutes, and was approved by the shareholders of the merging domestic corporation on in accordance with Chapter 607, Florida Statutes. ARTICLE 4 The attached Plan of Merger was approved by the shareholders of the surviving corporation on in accordance with applicable law. ARTICLE 5 The surviving corporation hereby appoints the Florida Secretary of State as its agent for substitute service of process pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any obligation or rights of any dissenting shareholders of each domestic corporation that is a party to the merger. ARTICLE 6 The surviving corporation agrees to pay the dissenting shareholders of each domestic corporation that is a party to the merger the amount, if any, to which they are entitled under Section 607.1302, Florida Statutes. ARTICLE 7 The merger is permitted under the laws and governing documents applicable to each party to the merger. ARTICLE 8 The merger shall become effective as of the date these Articles of Merger are filed with the Florida Department of State. Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach, FL 33139 (305) 672-0686 Copyright (C) 1993-2000 CC H01000014038 ARTICLE 9 The Articles of Merger comply with and were executed in accordance with the laws of each party's applicable jurisdiction. Optima Global Corporation By: /s/ Andreas M. Kelly Name: Andreas M. Kelly Title: Assistant Secretary Optima Global Corporation By: /s/ Andreas M. Kelly Name: Andreas M. Kelly Title: Assistant Secretary Corporate Creations International Inc. 941 Fourth Street #200 Miami Beach, FL 33139 (305) 672-0686 Copyright (C) 1993-2000 CC STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:12 AM 02/05/2001 010057021 - 3237078 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATION AND FOREIGN CORPORATION Pursuant to Title 8, Section 252 (c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is: Optima Global Corporation a Delaware corporation and the name of the corporation being merged into this surviving corporation is: Optima Global Corporation a(n) Florida corporation. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations. THIRD: The name of the surviving corporation is: Optima Global Corporation ,a Delaware corporation FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. FIFTH: The authorized stock and par value of the non-Delaware company is: 50,000,000 shares of common stock, par value $.0001 per share SIXTH: The merger is to become effective on February 2, 2001 SEVENTH: The Agreement of Merger is on file at 205 Worth Avenue Suite 201 Worth Avenue Building Palm Beach Florida 33480, the place of business of the surviving corporation. EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request without cost, to any stockholder of the constituent corporations. IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, on February 2, 2001. /s/ J. Paul Hines Print Name: J. Paul Hines Print Title: President A.M. Kelly as attorney in fact for: STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 9:00 AM 11/27/2002 050751994 - 3237078 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: The Board of Directors of Optima Global Corporation adopted the following resolution setting forth a proposed amendment of this corporation's Certificate of Incorporation: RESOLVED, that the text of the Article numbered 1 of the Certificate of Incorporation of the corporation shall be deleted and replace with the following: The Name of the corporation is Take-4, Inc. SECOND: Pursuant to the resolution of the Board of Directors, the stockholders of this corporation voted in favor of the amendment at a special meeting of stockholders at which the necessary number of shares required by statute voted in favor of the amendment. THIRD: The amendment set forth in the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 if the Delaware General Corporation Law. IN WITNESS WHEREOF, this Certificate of Amendment has been signed by the undersigned authorized officer of this corporation on the date shown below. Optima Global Corporation By: /s/ J. Paul Hines Name: J. Paul Hines Title: President Date: November 20, 2002 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 1:52 PM 10/29/2003 SRV 030694765 - 3237078 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: The Board of Directors of Take-4, Inc. adopted the following resolution setting forth a proposed amendment of this corporation's Certificate of Incorporation: RESOLVED, that the text of the Article numbered 1 of the Certificate of Incorporation of the corporation shall be deleted and replace with the following: The Name of this Delaware corporation is Yukon Gold Corporation, Inc. SECOND: Pursuant to the resolution of the Board of Directors, the stockholders of this corporation voted in favor of the amendment at a special meeting of stockholders at which the necessary number of shares required by statute voted in favor of the amendment. THIRD: The amendment set forth in the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 if the Delaware General Corporation Law. IN WITNESS WHEREOF, this Certificate of Amendment has been signed by the undersigned authorized officer of this corporation on the date shown below. Take-4, Inc. By: s/s J. Paul Hines Name: J. Paul Hines Title: President Date: October 27, 2003