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Left Behind Games Inc. – ‘8-K/A’ for 2/13/06 – EX-3.2.1

On:  Monday, 2/13/06, at 6:47pm ET   ·   As of:  2/14/06   ·   For:  2/13/06   ·   Accession #:  1078782-6-157   ·   File #:  0-50603

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Left Behind Games Inc.            8-K/A:1,3,4 2/13/06   14:2.1M                                   Action Edgar Fil… Svc/FA

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amended 8-K/A                                       HTML    289K 
 2: EX-3.2      Exhibit 3.2 Certificate of Incorporation of Left    HTML     22K 
                          Behind Games, Inc.                                     
 3: EX-3.2.1    Exhibit 3.2.1 Amendment to Certificate of           HTML     12K 
                          Incorporation of Left Behind Games, Inc.               
 4: EX-10.1     Exhibit 10.1 Share Exchange Agreement               HTML    193K 
13: EX-10.10    Exhibit 10.10 Addendum Dated February 1, 2005;      HTML     15K 
                          Employment Agreement for Thomas H.                     
                          Axelson                                                
 5: EX-10.2     Exhibit 10.2 Troy A. Lyndon Employment Agreement    HTML     75K 
 6: EX-10.3     Exhibit 10.3 Addendum Dated June 2, 2004;           HTML     14K 
                          Employment Agreement for Troy A. Lyndon                
 7: EX-10.4     Exhibit 10.4 Addendum Dated February 1, 2005;       HTML     15K 
                          Employment Agreement for Troy A. Lyndon                
 8: EX-10.5     Exhibit 10.5 Jefferey S. Frichner Employment        HTML     73K 
                          Agreement                                              
 9: EX-10.6     Exhibit 10.6 Addendum Dated June 2, 2004;           HTML     15K 
                          Employment Agreement for Jefferey S.                   
                          Frichner                                               
10: EX-10.7     Exhibit 10.7 Addendum Dated February 1, 2005;       HTML     15K 
                          Employment Agreement for Jefferey S.                   
                          Frichner                                               
11: EX-10.8     Exhibit 10.8 Thomas H. Axelson Employment           HTML     72K 
                          Agreement                                              
12: EX-10.9     Exhibit 10.9 Addendum Dated June 2, 2004;           HTML     15K 
                          Employment Agreement for Thomas H.                     
                          Axelson                                                
14: EX-99.1     Miscellaneous Exhibit                               HTML    651K

EX-3.2.1   —   Exhibit 3.2.1 Amendment to Certificate of Incorporation of Left Behind Games, Inc.

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

  Exhibit 3.2.1 Amendment to Certificate of Incorporation of Left Behind Games, Inc.  
 
Exhibit 3.2.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LEFT BEHIND GAMES INC.
a Delaware corporation

Left Behind Games Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”.)

DOES HEREBY CERTIFY:

FIRST, that the sole incorporator of the corporation adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of Left Behind Games Inc., be amended by changing Article IV thereof so that, as amended in its entirety, Article IV shall be and read as follows:

ARTICLE IV

“The total authorized number of shares of the corporation shall be twenty five million (25,000,000) shares, consisting of twenty million (20,000,000) shares designated as Common sock, $.001 par value, and five million (5,000.000) shares designated as preferred Stock, $.001 par value. The board of directors is hereby empowered to cause the Preferred Stock to be issued from time to time for such consideration as it may from time to time fix, and to cause such Preferred Stock to be issued in series with such voting powers and such designations, preferences and relative, participation or optional or other special rights as designated by the board of directors in the resolution providing for the issue of such series. Shares of preferred Stock of any one series shall be identical in all respects.”

SECOND, that the corporation has not issued any stock and has not received any payment for ay of its stock; and that this amendment was duly adopted in accordance with the applicable provisions of Sections 103 and 241 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the sole incorporator has caused this certificate to be signed by F. Kevin Loughran, sole incorporator, this 1st day of November, 2002.

/s/ F. Kevin Loughran

_________________________
F. Kevin Loughran
 
 
 
 
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Filing Submission 0001078782-06-000157   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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