Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 35 175K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 6 25K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 21 109K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 5K
5: EX-10.3 Material Contract 36 123K
6: EX-14.1 Code of Ethics 2 10K
7: EX-21.1 Subsidiaries of the Registrant 1 5K
8: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
9: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
10: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
11: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
BAP Acquisition Corp.
FIRST: The name of this corporation is BAP Acquisition Corp.
SECOND: Its registered office in the state of Delaware is to be located at
Three Christina Centre, 201 N. Walnut Street, Wilmington DE 19801, New Castle
County. The registered agent in charge thereof is The Company Corporation,
address "same as above."
THIRD: The nature of the business and, the objects and purposes proposed
to be transacted, promoted and carried on, are to do any or all the things
herein mentioned as fully and to the same extent as natural persons might or
could do, and in any part of the world, viz: 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 of Delaware.
FOURTH: The amount of the total authorized capital stock of this
corporation is divided into 20,000,000 shares of stock at $.001 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street; Wilmington
DE 19801
SIXTH: The Directors shall have power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital, and to authorize
and cause to be executed, mortgages and liens without limit as to the amount,
upon the property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
the authority to dispose, in any manner, of the whole property of this
corporation.
The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law or the
By-Laws; or by resolution of the stockholders.
The stockholders and. directors shall have power to hold their meetings
and keep the books, documents, and papers of the Corporation outside of the
State of Delaware, at such places as may be from time to time designated by the
By-Laws or by resolution of the stockholders or directors, except as otherwise
required by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in this certificate of incorporation,
that the objects, purposes and powers specified in the Third paragraph and in
each of the clauses or paragraphs of this charter shall be regarded as
independent objects, purposes and powers.
SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
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 fact herein are true; and I have accordingly hereunto set my
hand.
DATED: August 24, 1994
/s/ Vanessa Foster
-----------------------------------
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
BAP ACQUISITION CORP.
PURSUANT TO THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
BAP ACQUISITION CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify
FIRST: The name of the Corporation is BAP ACQUISITION CORP.
SECOND: The Certificate of Incorporation of the Corporation was filed with
the Department of State on August 24, 1994.
THIRD: That the amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was duly adopted by the
unanimous written consent of the Corporation's Board of Directors on the 1st day
of November, 1995:
RESOLVED, that Article Fourth of the Certificate of Incorporation of the
Corporation, relating to the total authorized capital stock of the Corporation,
be amended to read as follows:
"FOURTH: The amount of the total authorized capital stock of this
corporation is divided into 20,000,000 shares of stock at $.001 par value. All
such shares are of one class and are shares of common stock. The 11,553,100
issued shares of common stock of the corporation each with a $.001 par value
which are outstanding on the effective date of this amendment are hereby changed
into 1,155,310 issued shares of common stock of the corporation each with a
$.001 par value with the terms of the change being at the rate of 1 issued share
of common stock with a $.001 par value for 10 issued shares of common stock each
with a $.001 par value.
FOURTH: That the foregoing amendment of the Certificate of Incorporation
of the Corporation was duly adopted and approved by stockholders holding more
than fifty percent (50%) of the outstanding stock of the Corporation at a
special meeting of Stockholders held on November 17, 1995 pursuant to notice
duly given.
FIFTH: That the foregoing amendment of the Certificate of Incorporation of
the Corporation was duly adopted in accordance with the provisions of Section
242 of Title 8 of the Delaware Code of 1953.
IN WITNESS WHEREOF, BAP Acquisition Corp. has caused this Certificate to
be signed and attested by its duly authorized Officers, this 20th day of
November 1995.
BAP Acquisition Corp.
BY /s/ Ronald Conquest BY /s/ John H. Herty
---------------------------------- ------------------------------
Ronald Conquest, President John H. Herty, Secretary
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
REII INCORPORATED FORMERLY KNOWN AS BAP ACQUISITION CORP., a corporation
organized under the laws of Delaware, the charter of which was voided for
non-payment of taxes, now desires to procure a restoration, renewal and revival
of its charter, and hereby certifies as follows:
1. The name of this corporation is REII INCORPORATED formerly BAP
ACQUISITION CORP.
2. Its registered office in the State of Delaware is located at Suite
600 One Commerce Center Street, City of Wilmington 19899 County of
New Castle the name and address of its registered agent is Agents
and Corporations, Inc.
3. The date of filing of the original Certificate of Incorporation in
Delaware was August 24th, 1994.
4. The date when restoration, renewal, and revival of the charter of
this company is to commence is the 28th day of February 1997, same
being prior to the date of the expiration of the charter. This
renewal and revival of the charter of this corporation is to be
perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1997, at
which time its charter became inoperative and void for non-payment
of taxes and this certificate for renewal and revival is filed by
authority of the duly elected directors of the corporation in
accordance with the laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of
Section 312 of the General Corporation Law of the State of Delaware, as
amended, providing for the renewal, extension and restoration of charters,
Garfield Ricketts the last and acting authorized officer hereunto set
his/her hand to this certificate this 28th day of May, 1998.
By: /s/ Garfield Ricketts
----------------------------------
President
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
REII INCORPORATED
The undersigned, being the Chief Executive Officer, President, Secretary
and Treasurer of REII INCORPORATED, a corporation existing under the laws of the
State of Delaware, does hereby certify under the seal of the said corporation as
follows:
1. The name of the Corporation (hereinafter referred to as the
"Corporation") is REII Incorporated. The date of filing the original Certificate
of Incorporation with the Secretary of State of Delaware was August 24, 1994.
The date of the filing of a Certificate of Amendment to the Certificate of
Incorporation with the Secretary of the State of Delaware was December 4, 1995.
The date of the filing of a Certificate of Renewal to the Certificate of
Incorporation with the Secretary of the State of Delaware was June 2, 1998.
2. The certificate of incorporation of the Corporation is hereby amended
by replacing Article First, in its entirety, with the following:
"FIRST: The name of the Corporation is B&D Food Corp."
3. The certificate of incorporation of the Corporation is hereby amended
by replacing Article Fourth, in its entirety, with the following:
"FOURTH: "The total number of shares of all classes which the
corporation is authorized to have outstanding is Four Hundred Ten
Million (410,000,000) shares of which stock Four Hundred Million
(400,000,000) shares in the par value of $.001 each, shall be common
stock and of which Ten Million (10,000,000) shares in the par value
of $.001 each, shall be preferred stock.
Furthermore, the board of directors is authorized, subject to
limitations prescribed by law, to provide far the issuance of the
authorized shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware,
to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof. The authority of the board with
respect to each series shall include, but not be limited to,
determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on shares of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting
rights;
(d) Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and
the amount per share payable in case of redemption, which amount may
vary under different conditions, and at different redemption dates;
(f) Whether that series shall have a sinking find for the redemption
or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the corporation, and the relative rights of priority, if any, of
payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of
determination"
4. The amendment of the certificate of incorporation herein certified has
been duly adopted by the unanimous written consent of the Corporation's Board of
Directors and a majority of the Corporation's stockholders in accordance with
the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by Daniel Ollech, its
Chief Executive Officer, President, Secretary and Treasurer, this 5th day of
July, 2005.
REII INCORPORATED
By:/s/ Daniel Ollech
----------------------------------------------
Daniel Ollech
Chief Executive Officer, President,
Secretary and Treasurer
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/06 | | | | | | | 10QSB |
| For Period End: | | 12/31/05 | | | | | | | 10KSB/A |
| | 6/2/98 | | 5 |
| | 12/4/95 | | 5 |
| | 11/17/95 | | 3 |
| | 8/24/94 | | 2 | | 5 |
| List all Filings |
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