Consolidated Growers & Processors Inc – ‘10SB12G/A’ on 12/6/99 – ‘EX-3’

As of:  Monday, 12/6/99   ·   Accession #:  1043839-99-14   ·   File #:  0-27533

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          47±   226K 
                          Small-Business Issuer                                  
 4: EX-3        Articles of Incorporation/Organization or By-Laws     10±    40K 
 5: EX-3        Certificate of Incorporation                           3±    14K 
 3: EX-99       Index of Exhibits                                      1      6K 
 7: EX-99       License Agreement With Ntech Corporation (Formerly    17±    60K 
                          Minus 9 Inc.) for Silicon Carbide / Hemp               
                          Process ("Hemp Metals") and Hydrogen                   
                          Bonding / Hemp Process ("Hemp Plastics")               
 6: EX-99       License Agreement With Ntech Corporation (Formerly    17±    60K 
                          Minus 9 Inc.) for Use of Microparticle                 
                          ("Stuffdust") in Paper                                 
 9: EX-99       License Agreement With the Bast Institute             10±    42K 
10: EX-99       Research Agreement With Phytomedics Inc.               7±    29K 
11: EX-99       Research Agreement With Phytotech Inc.                17±    59K 
 8: EX-99       Research Agreement With Rutgers University             8±    34K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-3   —   Certificate of Incorporation

                                                                                                     STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/10/1997
                                                             971189665 - 2760477

CERTIFICATE OF INCORPORATION      
OF        
CONSOLIDATED GROWERS & PROCESSORS, INCORPORATED     

FIRST: The name of the corporation is CONSOLIDATED GROWERS & PROCESSORS,        
INCORPORATED                                                                    

SECOND: The address of its registered office in the State of Delaware is Three  
Mill Road, Suite 206, Wilmington, DE 19806 in the County of New Castle.  Its    
registered agent at such address is The Incorporators Ltd.                      

THIRD: 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 corporation shall have the authority to issue fifty million         
(50,000,000) shares of common stock at .0001 par value.                         

FIFTH: The Board of Directors is expressly authorized to adopt, amend, or       
repeal the By-Laws of the corporation.                                          

SIXTH: The stockholders and directors may hold their meetings and keep the      
books and documents of the corporation outside the State of Delaware, at such   
places from time to time designated by the By-Laws, except as otherwise         
required by the Laws of Delaware.                                               

SEVENTH: The corporation shall have perpetual existence.                        

EIGHTH: The name and mailing address of the incorporator is Marie Jorczak,      
Three Mill Road, Suite 206, Wilmington, DE 19806-2146.                          

NINTH: The number of directors of the corporation shall be fixed from time to   
time by its By-Laws and may be increased or decreased.                          

TENTH: The Board of Directors is expressly authorized and shall have such       
authority as set forth in the By-Laws to the extent such authority would be     
valid under Delaware Law.                                                       

ELEVENTH: No director of the corporation shall have personal liability to the   
corporation or its shareholders for monetary damages for breach of fiduciary    
duty as a director, provided that this provision shall not eliminate or limit   
the liability of a director (a) for any breach of the director's duty or        
loyalty to the corporation or its stockholders, (b) for acts or omissions not   
in good faith or which involve intentional misconduct or a knowing violation of 
law, (c) under Section 174 of the Delaware Corporation Law, or (d) for any      
transaction from which the director derived an improper personal benefit.       

THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant  
to the laws of the State of Delaware, does make this Certificate, hereby        
declaring and certifying that the facts herein stated are true.                 

June 10, 1997                    BY: /s/ MARIE P JORCZAK                        
                 Marie P. Jorczak - Incorporator

 STATEMENT OF INCORPORATOR
 IN LIEU OF ORGANIZATIONAL
MEETING OF
   CONSOLIDATED GROWERS & PROCESSORS, INCORPORATED

The Certificate of Incorporation of this corporation, having been filed in the  
Office of the Secretary of State, the undersigned, being the sole incorporator  
named in said certificate, does hereby state that the following actions were    
taken on this day for the purpose of organizing this corporation.               

1. A copy of the Certificate of Incorporation filed in the Office of the        
Secretary of State on June 10, 1997 and recorded in the Office of Recorder of   
Deeds of the County of New Castle, was appended to this statement.              

2. The registered office of the corporation in the State of Delaware was fixed  
as Three Mill Road, Suite 206, City of Wilmington.  The Incorporators Ltd. at   
that address is retained as registered agent.                                   

3. By-Laws for the regulation of the affairs of the corporation were adopted by 
the undersigned incorporator and were ordered inserted in the minute book       
immediately before this instrument.                                             

4. The Board of Directors is authorized, in its discretion, to issue the shares 
of the capital stock of this corporation to the full amount or number of shares 
authorized by the Certificate of Incorporation, in such amounts and for such    
consideration as from time to time shall be determined by the Board of          
Directors and as may be permitted by law.                                       

5. The corporation is authorized and empowered to conduct any and all business  
of the corporation without a seal of the corporation as permitted by Section 2  
of the By-Laws and 8 Delaware Code Section 122 (3).                             

6. The following persons are elected as directors to hold office until the      
first annual meeting of the stockholders or until a qualified successor is      
elected and qualified.                                                          

Susan M. Brana                                                                  

I hereby resign as incorporator after executing the foregoing statement.        

Dated: June 10, 1997                                      /s/ MARIE P JORCZAK   
                                                                Marie P. Jorczak
                                                                    Incorporator

The following are appended to this statement:                                   

Copy of Stamp Filed Certificate of Incorporation                                

By-Laws                                                                         

CERTIFICATION                                                                   

 I, MARIE JORCZAK, Notary Public for the State of Delaware and County of
New Castle, do hereby certify that the above and foregoing is a true and        
correct copy of the original Certificate of Incorporation of CONSOLIDATED       
GROWERS & PROCESSORS, INCORPORATED as received and filed in the Office of the   
Secretary of State, the 10th day of June in the year of our Lord, one thousand  
nine hundred ninety-seven, at 9:00 A.M.                                         

 IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
10th day of June in the year of our Lord, one thousand nine hundred             
ninety-seven.                                                                   

                                   /s/ MARIE P JORCZAK
                                            Marie P. Jorczak
                                         Notary Public

Dates Referenced Herein

This ‘10SB12G/A’ Filing		Date		Other Filings
		12/7/99		None on these Dates
Filed on:		12/6/99
		6/10/97
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