ex3_1.htm

Chimera International Group, Inc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST . The name of this corporation is Chimera International Group, Inc. The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on February 11, 2008.

SECOND . This Certificate of Amendment to the Certificate of Incorporation of the corporation herein certified was duly adopted by this corporation’s Board of Directors and approved by the corporation’s stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD . Article FIRST, of the Certificate of Incorporation of the corporation shall be amended and restated in its entirety as follows:

FOURTH . All other provisions of the Certificate of Incorporation of the corporation shall remain in full force and effect.

IN WITNESS WHEREOF , Chimera International Group, Inc. has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its duly authorized officer on this th day of April , 2008.

"Corporation") pursuant to the provisions of the General Corporation Law of the

State of Delaware ("General Corporation Law"), does make and file this

The registered office of the Corporation is to be located at 1209 Orange Street,

City of Wilmington, County of New Castle, State of Delaware 19801. The name of

its registered agent is The Corporation Trust Company, whose address is

Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

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.

The total number of shares of capital stock the Corporation shall have authority

to issue is 152,000,000 shares, consisting of (i) 150,000,000 shares of Common

Stock, $.0001 par value per share ("Common Stock"), and (ii) 2,000,000 shares of

The following is a statement of the designations and the powers, privileges and

rights, and the qualifications, limitations or restrictions in respect of each

General. The voting, dividend and liquidation rights of the holders of Common

Stock are subject to and qualified by the rights of holders of Preferred Stock

of any series as may be designated by the Board of Directors upon any issuance

Voting. The holders of Common Stock are entitled to one vote for each share held

at all meetings of stockholders (and written consents in lieu of meetings).

Dividends. Dividends shall be declared and paid on Common Stock from funds

lawfully available therefor as and when determined by the Board of Directors and

subject to any preferential dividend rights of any then outstanding Preferred

Liquidation. Upon the dissolution or liquidation of the Corporation, whether

voluntary or involuntary, all of the assets of the Corporation available for

distribution to its stockholders shall be distributed ratably among the holders

of Preferred Stock, if any, and Common Stock, subject to any preferential rights

Preferred Stock may be issued from time to time in one or more classes or

series, each of such class or series to have such terms as stated or expressed

in this Section B of Article FOURTH and/or in the resolution or resolutions

providing for the issue of such class of series adopted by the Board of

Directors of the Corporation as hereinafter provided. Any shares of Preferred

Stock which may be redeemed, purchased or acquired by the Corporation may be

reissued except as otherwise provided by law. Different series of Preferred

Stock shall not be construed to constitute different classes of shares for the

purposes of voting by classes unless expressly provided, subject to the General

Authority is hereby granted to the Board of Directors from time to time to issue

the Preferred Stock in one or more classes or series, and in connection with the

creation of any such class or series, by resolution or resolutions providing for

the issuance of the shares thereof, to determine and fix such voting powers,

full or limited, or no voting powers, and such designations, preferences, powers

and relative participating, optional or other special rights and qualifications,

limitations, or restrictions thereof, including without limitation dividend

rights, conversion rights, redemption privileges and liquidation preferences, as

shall be stated and expressed in such votes, all to the full extent now or

hereafter permitted by the General Corporation Law. Without limiting the

generality of the foregoing, the resolutions providing for issuance of any class

of series of Preferred Stock may provide that such class of series shall be

superior or rank equally or be junior to the Preferred Stock of any other class

of series to the extent permitted by law. Except as provided in this Article

FOURTH, no vote of the holders of the Preferred Stock or Common Stock shall be

prerequisite to the issuance of any shares of any class of series of Preferred

Stock authorized by and complying with the conditions of the Certificate of

Incorporation, the right to enjoy such vote being expressly waived by all

present and future holders of the capital stock of the Corporation. The

resolutions providing for issuance of any class of series of Preferred Stock may

provide that such resolutions may be amended by subsequent resolutions adopted

in the same manner as the preceding resolutions, subject to the General

Corporation Law. Such resolutions shall be effective upon adoption, without the

necessity of any filing, with the State Secretary of Delaware or otherwise.

To the fullest extent permitted by law, 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. If the General Corporation Law or

any other law of the State of Delaware is amended after approval by the

stockholders of this Article Ninth 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

Any repeal or modification of the foregoing provisions of this Article Ninth 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, or increase

the liability of any director of the Corporation with respect to any acts or

omissions of such director occurring prior to, such repeal or modification.

fullest extent permitted by applicable law as it presently exists or may

hereafter be amended, any person (an “Indemnified Person”) who was or is made or

is threatened to be made a party or is otherwise involved in any action, suit or

“Proceding”), by reason of the fact that such person, or a person for whom such

person is the legal representative, is or was a director or officer of the

Corporation or, while a director or officer of the Corporation, is or was

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation or of a partnership, joint venture, limited

liability company, trust, enterprise or nonprofit entity, including service with

respect to employee benefit plans, against all liability and loss suffered and

expenses (including attorneys’ fees) reasonably incurred by such Indemnified

Person in such Proceeding. Notwithstanding the preceding sentence, except as

otherwise provided in Section 3 of this Article Sixth, the Corporation shall be

required to indemnify an Indemnified Person in connection with a Proceeding (or

part thereof) commenced by such Indemnified Person only if the commencement of

such Proceeding (or part thereof) by the Indemnified Person was authorized in

Officers. The Corporation shall pay the expenses (including attorneys’

fees) incurred by an Indemnified Person in defending any Proceeding in advance

of its final disposition, provided, however, that, to the extent required by

law, such payment of expenses in advance of the final disposition of the

Proceeding shall be made only upon receipt of an undertaking by the Indemnified

Person to repay all amounts advanced if it should be ultimately determined that

the Indemnified Person is not entitled to be indemnified under this Article

indemnification or advancement of expenses under this Article Sixth is not paid

in full within 30 days after a written claim therefore by the Indemnified Person

has been received by the Corporation, the Indemnified Person may file suit to

recover the unpaid amount of such claim and, if successful in whole or in part,

shall be entitled to the requested indemnification or advancement of expenses

Corporation may indemnify and advance expenses to any person who was or is made

or is threatened to be made or is otherwise involved in any Proceeding by reason

of fact that such person, or a person for whom such person is the legal

representative, is or was an employee or agent of the Corporation, is or was

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation or of a partnership, joint venture, limited

liability company, trust, enterprise or nonprofit entity, including service with

respect to employee benefit plans, against all liability and loss suffered and

expenses (including attorney’s fees) reasonably incurred by such person in

connection with such Proceeding. The ultimate determination of entitlement to

indemnification of persons who are non-director or officer employees or agents

shall be made in such manner as is determined by the Board of Directors in its

sole discretion. Notwithstanding the foregoing sentence, the Corporation shall

not be required to indemnify a person in connection with a Proceeding initiated

by such person if the Proceeding was not authorized in advance by the Board of

Corporation may pay the expenses (including attorney’s fees) incurred by an

disposition on such terms and conditions as may be determined by the Board of

on any person by this Article Sixth shall not be exclusive of any other rights

which such person may have or hereafter acquire under any statute, provision of

the certificate of incorporation, these by-laws, agreement, vote of stockholders

any, to indemnify any person who was or is serving at its request as a director,

officer or employee of another Corporation, partnership, limited liability

company, joint venture, trust, organization or other enterprise shall be reduced

by any amount such person may collect as indemnification from such other

Corporation, partnership, limited liability company, joint venture, trust,

full extent permitted by applicable law as it presently exists, or may hereafter

be amended from time to time, authorize an appropriate officer or officers to

purchase and maintain at the Corporation’s expense insurance: (a) to indemnify

indemnification of directors, officers and employees under the provisions of

this Article Sixth; and (b) to indemnify or insure directors, officers and

employees against liability in instances in which they may not otherwise be

indemnified by the Corporation under the provisions of this Article Sixth.

foregoing provisions of this Article Sixth shall not adversely affect any right

or protection hereunder of any person in respect of any act or omission

occurring prior to the time of such repeal or modification. The rights provided

hereunder shall inure to the benefit of any Indemnified Person and such person’s

Meetings of the stockholders may be held within or without the State of

Delaware, as the Bylaws of the Corporation may provide. Subject to the

provisions of any law or regulation, the books of the Corporation may be kept

outside the State of Delaware at such place or places as may be designated from

time to time by the Board of Directors or in the Bylaws of the Corporation. The

election of Directors need not be by written ballot unless the Bylaws of the

The board of Directors of the Corporation is authorized and empowered from time

to time in its discretion to make, alter, amend or repeal Bylaws of the

Corporation, except as such power may be restricted or limited by the General

Whenever a compromise or arrangement is proposed between this Corporation and

its creditors or any class of them and/or between the Corporation and its

stockholders or any class of them, any court of equitable jurisdiction within

the State of Delaware may, on the application in a summary way of this

Corporation or of any creditor or stockholder thereof, or on the application of

any receiver or receivers appointed for this Corporation under the provision of

§ 291 of the General Corporation Law, or on the application of trustees in

dissolution or of any receiver or receivers appointed for the Corporation under

§ 279 of the General Corporation Law, order a meeting of the creditors or class

of creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, to be summoned in such manner as the said court

directs. If a majority in number representing three-fourths in value of the

creditors or class of creditors, and/or of the stockholders or class of

stockholders of this Corporation, as the case may be, agree to any compromise or

arrangement and to any reorganization of this Corporation as a consequence of

such compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the court to which said application has

been made, be binding on all the creditors or class of creditors, and/or on all

the stockholders or class of stockholders of this Corporation, as the case may

No director shall be personally liable to the Corporation or its stockholders

for monetary damages for any breach of fiduciary duty by such director as a

director, including the director's duty of care. Notwithstanding the foregoing

sentence, a director shall be liable to the extent provided by applicable law

(i) for any breach of the director's Duty of Loyalty (as herein defined) 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

§ 174 of the General Corporation Law, or (iv) for any transaction from which the

director derived an improper personal benefit. For purposes of this provision,

Duty of Loyalty means, and only means, the duty not to profit personally at the

expense of the Corporation and does not include conduct, whether deemed

violation of fiduciary duty or otherwise, which does not involve personal

Subject to the limitations set forth herein, the Corporation reserves the right

to amend, alter, change or repeal any provision contained in this Certificate of

Incorporation, in the manner now or hereafter prescribed by law, and all rights

and powers conferred herein on stockholders, Directors and officers are subject

Except as otherwise required by law, by the Certificate of Incorporation or by

the Bylaws of the Corporation, as from time to time amended, the business of the

Corporation shall be managed by its Board of Directors, which shall have and may

exercise all the powers of the Corporation. The Board of Directors of the

Corporation is hereby specifically authorized and empowered from time to time in

its discretion to determine the extent, if any, to which and the time and place

at which, and the conditions under which any stockholder of the Corporation may

examine books and records of the Corporation, other than the books and records

now or hereafter required by statute to be kept open for inspection of

Any vote or votes authorizing liquidation of the Corporation or proceedings for

its dissolution may provide, subject to the rights of creditors and rights

distribution pro rata among the stockholders of the Corporation of the assets of

the Corporation, wholly or in part in kind, whether such assets be in cash or

other property, and may authorize the Board of Directors of the Corporation to

determine the value of the different assets of the Corporation for the purpose

of such liquidation and may authorize the Board of Directors of the Corporation

to divide such assets or any part thereof among the stockholders of the

Corporation, in such manner that every stockholder will receive a proportionate

amount in value (determined as aforesaid) of cash or property of the Corporation

upon such liquidation or dissolution even though each stockholder may not

The Corporation may purchase directly or indirectly its own shares to the extent

the money or other property paid or the indebtedness issued therefore does not

(i) render the Corporation unable to pay its debts as they become due in the

usual course of business or (ii) exceed the surplus of the Corporation, as

defined in the General Corporation Law. Notwithstanding the limitations

contained in the preceding sentence, the Corporation may purchase any of its own

shares for the following purposes, provided that the net assets of the

Corporation, as defined in the General Corporation Law, are not less than the

amount of money or other property paid or the indebtedness issued therefor: (i)

to eliminate fractional shares; (ii) to collect or compromise indebtedness owed by or

to the Corporation; (iii) to pay dissenting stockholders entitled to payment for their

shares under the General Corporation Law; and (iv) to effect the purchase or redemption

The name and mailing address of each person who is to serve as a director of the Corporation is as follows, each to serve and hold office until the earliest of (a) the first annual meeting of stockholders, (b) his or her successor is elected and qualified, or (c) his or her death, resignation or removal from office.

Name	Mailing Address
Ernest Cimadamore	1618 S. Broad St, Philadelphia, PA 19145

The above Certificate of Incorporation, herein certified, has been duly adopted in accordance with the provisions of Sections 102 of the General Corporation Law.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 11th day of February 2008.