**Exhibit3.1**

 

**STATE OFDELAWARECERTIFICATE OF AMENDMENTOF CERTIFICATE OF INCORPORATION**

 

Lotus Pacific, Inc. a corporation organized and existing under and byvirtue of the General Corporation Law of the State of Delaware.

 

**DOES HEREBY CERTIFY**:

 

**FIRST**: That at ameeting of the Board of Directors of Lotus Pacifics, Inc. resolutions were dulyadopted setting forth a proposed amendment of the Certificate of Incorporationof said corporation, declaring said amendment to be advisable and calling ameeting of the stockholders of said corporation for consideration thereof. Theresolution setting forth the proposed amendment is as follows:

 

**RESOLVED,** that theCertificate of Incorporation of this corporation be amended by changing the Article thereofnumbered “First” so that, as amended, said Article shall be and read asfollows:

 

The name of this corporation shall be Opta Corporation.

 

**SECOND**: Thatthereafter, pursuant to resolution of its Board of Directors, a special meetingof the stockholders of said corporation was duly called and held upon notice inaccordance with Section 222 of the General Corporation Law of the State ofDelaware at which meeting the necessary number of shares as required by statutewere voted in favor of the amendment.

 

**THIRD**: That saidamendment was duly adopted in accordance with the provisions of Section 242of the General Corporation Law of the State of Delaware.

 

**FOURTH**: That thecapital of said corporation shall not be reduced under or by reason of saidamendment.

 

**IN WITNESS WHEREOF,**said Board of Directors has caused this certificate to be signed by VincentYan, an Authorized Officer, this 15th day of September, 2004

 
|   | By:    | /s/ Vincent Yan                  |
|--------|-------------|----------------------------------|
|   |        | Authorized Officer               |
|   |        |
|   | Title:      |  President  & Secretary |
|   |        |
|   | Name:  | Vincent Yan                      |
|   |        | Print or Type                    |

 

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CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

LOTUS PACIFIC, INC.

 

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LOTUS PACIFIC, INC., a corporation organizedand existing under and by virtue of the General Corporation Law of the State ofDelaware, DOES HEREBY CERTIFY:

 

FIRST: That the Board of Directors of said corporation at a meeting dulyconvened and held, adopted the following resolution:

 

RESOLVED that the Board of Directors herebydeclares it advisable and in the best interest of the Company that Article Fourthof the Certificate of Incorporation be amended to read as follows:

 

FOURTH: The total number of shares of stock which this corporation is authorizedto issue is:

 

One Hundred Million (100,000,000) shares witha par value of One Tenth of One Mil ($0.001) per share, are Common Stock andTen Million (10,000,000) shares with a par value of One Tenth of One Mil($0.001) per share, are Preferred Stock and Four Thousand Three Hundred (4,300)shares with a par value of One Tenth of One Cent per share, are Class A PreferredStock.

 

SECOND: That the said amendment has been consented to and authorized by theholders of a majority of the issued and outstanding stock entitled to vote bywritten consent given in accordance with the provisions of Section 228 ofthe General Corporation Law of the State of Delaware.

 

THIRD: That the aforesaid amendment was duly adopted in accordance with theapplicable provisions of Sections 242 and 228 of the General CorporationLaw of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation hascaused this Certificate to be signed by Jermey Wang this 25th day of May A.D.1999.

 

 
|   | /s/ Jermey Wang |   |
|--------|-----------------|--------|
|   | Jermey Wang     |

 

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**QUATECH, INC.**

 

**CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION**

 

Quatech, Inc., a corporation organized and existingunder and by virtue of the General Corporation Law of the State of Delaware.

 

DOES HEREBY CERTIFY:

 

FIRST:  Thatby unanimous written consent of the Board of Directors of Quatech, Inc., aresolution was duly adopted setting forth a proposed amendment to theCertificate of Incorporation of said corporation, declaring said amendment tobe advisable and proposing approval of the stockholders of said corporation forconsideration thereof.  The resolutionsetting forth the proposed amendment is as follows:

 

RESOLVED, that theCertificate of Incorporation of this corporation be amended by changing the Article thereofnumbered “First” so that, as amended said Article shall read asfollows:

 

FIRST:  The name of this Corporation shall be LotusPacific, Inc.

 

SECOND:  Thatthereafter, pursuant to resolution of its Board of Directors, a writtenapproval by majority consent of the stockholders of said corporation was dulyreceived in accordance with the General Corporation law of the State ofDelaware the necessary number of shares as required by statute were voted infavor of the amendment.

 

THIRD:  Thatsaid amendment was duly adopted in accordance with the provisions of Section 242of the General Corporation Law of the State of Delaware, and the necessarynumber of shares as required by statute were voted in favor of the amendment.

 

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IN WITNESS WHEREOF, said Quatech, Inc., hascaused this certificate to be signed by Stuart Kolton, its President, and AllanB. Freedman, its Secretary, this 23rd, day ofSeptember, 1994.

 

 
|   | By:    | /s/ Stuart Kolton             |   |
|--------|--------|-------------------------------|--------|
|   |   | Stuart  Kolton, President     |
|   |   |
|   |   |
|   | By:    | /s/ Allan B. Freedman         |   |
|   |   | Allan B.  Freedman, Secretary |

 

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**QUATECH, INC.**

 

**CERTIFICATE OF AMENDMENT**

 

**OF**

 

**CERTIFICATE OF INCORPORATION**

 

Quatech, Inc., a corporation organized and existingunder and by virtue of the General Corporation Law of the State of Delaware.

 

DOES HEREBY CERTIFY:

 

FIRST:  Thatby unanimous written consent of the Board of Directors of Quatech, Inc.,resolutions were duly adopted setting forth proposed amendments to the Certificateof Incorporation of said corporation, declaring said amendments to be advisableand proposing approval of the stockholders of said corporation forconsideration thereof.  The resolutionsetting forth the proposed amendments is as follows:

 

RESOLVED, that the Certificateof Incorporation of this corporation be amended by changing the Article thereofnumbered “Fourth”  so that, asamended said Article shall read as follows:

 

FOURTH:  Thetotal number of shares of stock which this corporation is authorized to issueis:

 

(a)                                  Common.  50,000,000 shares of CommonStock having a par value of $.001 per share;

 

(b)                                 Preferred.  100,000 share of Preferred Stockhaving a par value of $.001 per share and to be issued in such series and tohave such rights, preferences, and designations as determined by the Board ofDirectors of the Corporation; and

 

(c)                                  Series A Preferred.  4,300shares of Series A Preferred Stock having a par value of $.001 per share andhaving the following rights and preference:

 

(1)                                  Voting Rights.  Theholders of record of said shares of Series A Preferred Stock shall be entitledto one vote per share, the same as all outstanding shares of Common Stock.

 

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(2)                                  Liquidation Rights.  Incase of the dissolution, liquidation or winding-up of the company, whether voluntaryor involuntary, or in any instance, the holders of record of shares of theSeries A Preferred Stock then outstanding shall be entitled to participate inthe distributions, either in cash or in kind, of the assets of the Company on apriority basis, prior to distributions to common shareholders or holders of anyother class of stock, but only to the extent of outstanding shares of Series APreferred Stock multiplied by a stated value of $10.00 per share.

 

(3)                                  Dividends.  The holders of record ofshares of the Series A Preferred Stock outstanding shall be entitled to sharein dividends on the same per share basis as all outstanding shares of CommonStock.

 

(4)                                  Optional Redemption.  TheSeries A Preferred Stock shall be redeemable by the Company, at its soleoption, in whole or in part, at any time at $10.00 per share.

 

(5)                                  Other Matters. The Series A Preferred Stock isnon-assessable.  The holders of theshares of Series A Preferred Stock shall have no other rights other than asestablished by applicable corporation law, including no pre-emptive, conversionor other rights.

 

RESOLVED, that theCertificate of Incorporation of this Corporation be amended by adding thefollowing Article:

 

SEVENTH.  Nodirector shall be personally liable to the Corporation or its stockholders formonetary damages for any breach of fiduciary duty by such director as adirector.  Notwithstanding the foregoing,a director shall be liable to the extent provided by applicable law, (i) forbreach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or which involveintentional misconduct of a knowing violation of law, (iii) pursuant to Section 174of the Delaware General Corporation Law or (iv) for any transaction from whichdirector derived an improper personal benefit. No amendments to or repeal of this Article Seventh shall apply toor have any effect on the liability or alleged liability of any director of theCorporation for or with respect to any acts or omissions of such directoroccurring prior to such amendment.

 

SECOND:  Thatthereafter, pursuant to resolution of its Board of Directors, a writtenapproval by majority consent of the stockholders of said corporation was dulyreceived in accordance with the General Corporation law of the State ofDelaware at which meeting the necessary number of shares as required by statutewere voted in favor of the amendments.

 

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THIRD:  Thatsaid amendments were duly adopted in accordance with the provisions of Section 242of the General Corporation Law of the State of Delaware, and the necessarynumber of shares as required by statute were voted in favor of the amendments.

 

FOURTH:  TheCorporation effectuated a 1 for 50 reverse stock split effective as of September 26,1994, as to the 17,352,700 shares of common stock outstanding as of September 23,1994, decreasing said shares from 17,352,700 to 347,054.  This reverse split shall have no effect onthe number of authorized shares of common stock which shall remain at50,000,000 shares with a par value of $.001 per share.

 

IN WITNESS WHEREOF, said Quatech, Inc., has causedthis certificate to be signed by Stuart Kolton, its President, and Allan B.Freedman, its Secretary, this 19th day of September, 1994.

 

 
|   | By:    | /s/ Stuart Kolton            |   |
|--------|--------|------------------------------|--------|
|   |   | Stuart Kolton, President     |   |
|   |   |
|   | By:    | /s/ Allan B. Freedman        |   |
|   |   | Allan B. Freedman, Secretary |   |

 

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CERTIFICATE FOR RENEWAL AND REVIVAL OFCHARTER

 

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QUATECH, INC., a corporation organized under thelaws of Delaware, the certificate of incorporation of which was filed in theoffice of the Secretary of State on the 25th day of June, 1985, the charter ofwhich was voided for no registered agent now desires to procure a restoration,renewal and revival of its charter, and hereby certifies as follows:

 

1.                                       The name of the corporation is QUATECH, INC.

 

2.                                       Its registered office in the State ofDelaware is located at 11th Floor, Rodney Square North, 11th and MarketStreets, Wilmington, New Castle County, Delaware 19801 and the name and addressof its registered agent is: CORPORATION GUARANTEE AND TRUST COMPANY, 11thFloor, Rodney Square North, 11th and Market Streets, Wilmington, New CastleCounty, Delaware 19801.

 

3.                                       The date when the restoration, renewal andrevival of the charter of this company is to commence is the 9th day ofSeptember, 1988, same being prior to the date of the expiration of thecharter.  This renewal and revival of thecharter of this corporation is to be perpetual.

 

4.                                       This corporation was duly organized andcarried on the business authorized by its charter until the 10th day of September A.D.1988, at which time its charter became inoperative and void for no registeredagent and this certificate for renewal and revival is filed by authority of theduly elected directors of the corporation in accordance with the Laws of theState of Delaware.

 

IN TESTIMONY WHEREOF, and in compliance with theprovisions of Section 312 of the General Corporation Law of the State ofDelaware, as amended, providing for renewal, extension and restoration ofcharters, Jerome Shupak, the last and acting President and Jerome Shupak, thelast and acting Secretary of QUATECH, INC.have hereunto set their hands to thiscertificate this 13 day of March 13, 1990.

 

 
|   | /s/ Jerome Shupak         |   |
|--------|---------------------------|--------|
|   | Last and Acting President |
|   |                      |
|   | /s/ Jerome Shupak         |   |
|   | Last and Acting Secretary |

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/26/1990

900855115 - 2055093

 

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CERTIFICATE OF INCORPORATION

 

OF

 

QUATECH, INC.

 

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FIRST.  Thename of this corporation shall be:

 

QUATECH, INC.

 

SECOND.  Itsregistered office in the State of Delaware is to be located at 4305 LancasterPike, in the City of Wilmington, County of New Castle 19805, and its registeredagent at such address is CORPORATION SERVICE COMPANY.

 

THIRD.  Thepurpose or purposes of the corporation shall be:

 

To engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of Delaware.

 

FOURTH.  Thetotal number of shares of stock which this corporation is authorized to issueis: Fifty Million (50,000,000) shares of the par value of One Cent ($.01) each,amounting to Five Hundred Thousand Dollars ($500,000.00).

 

FIFTH.  Thename and mailing address of the incorporator is as follows:

 

JANE S. KRAYER

Corporation Service Company

4305 Lancaster Pike

Wilmington, Delaware 19805

 

SIXTH.  TheBoard of Directors shall have the power to adopt, amend or repeal the by-laws.

 

IN WITNESS WHEREOF, The undersigned, being theincorporator hereinbefore named, has executed, signed and acknowledged thiscertificate of incorporation this twenty-fifth day of June, A.D. 1985.

 

 
|   | /s/ Jane S. Krayer |   |
|--------|--------------------|--------|
|   | Jane S. Krayer     |
|   | Incorporator       |

 

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