exrestatedcertofinc.htm


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      RESTATED
        CERTIFICATE OF INCORPORATION

      


      IFSA
        Strongman, Inc., a corporation
        organized and existing under the laws of the State of Delaware, hereby certifies
        as follows:

      


      1.           The
        number of shares of Common Stock authorized to be issued is hereby increased
        from 100,000,000 to 200,000,000 shares.  It was incorporated on March
        30, 2004.

      


      2.           Pursuant
        to Section 242 and 245 of the General Corporation Law of the State of Delaware,
        this Restated Certificate of Incorporation restates and integrates and further
        amends the provisions of the Certificate of Incorporation of this
        corporation.

      


      3.           The
        text of the Restated Certificate of Incorporation as heretofore amended or
        supplemented is hereby restated and further amended to read in its entirety
        as
        follows:

      


      CERTIFICATE
        OF INCORPORATION

      OF

      IFSA
        STRONGMAN, INC.

      


      ARTICLE
        I.  NAME

      


      The
        name of the corporation is IFSA
        Strongman, Inc. (the “Corporation”).

      


      ARTICLE
        II.  REGISTERED OFFICE

      


      The
        address of the Corporation’s
        registered office in the State of Delaware is The Corporation Trust Company,
        1209 Orange Street, in the City of Wilmington, in the County of New Castle,
        in
        the State of Delaware.  The name of the registered agent at such
        address is Corporation Trust Company.

      


      ARTICLE
        III.  PURPOSE

      


      The
        purpose or purposes 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.

      


      ARTICLE
        IV. CAPITAL STOCK

      


      The
        Corporation is authorized to issue two classes of shares to be designated,
        respectively, “Preferred Stock” and “Common Stock.”  The number of
        shares of Preferred Stock authorized to be issued is Ten Million
        (10,000,000).  The number of shares of Common Stock authorized to be
        issued is Two Hundred Million (200,000,000).  The Preferred Stock and
        the Common Stock shall each have a par value of $0.001 per share.

      


      (a)           Provisions
        Relating to the Common Stock.  Each holder of Common Stock is
        entitled to one vote for each share of Common Stock standing in such holder’s
        name on the records of the Corporation on each matter submitted to a vote
        of the
        stockholders, except as otherwise required by law.


      
        
           

        

        
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      (b)           Provisions
        Relating to Preferred Stock.  The Board of Directors (the “Board”)
        is authorized, subject to limitations prescribed by law and the provisions
        of
        this Article IV, to provide for the issuance of the shares of Preferred Stock
        in
        accordance with Sections 102(a) and 151(a) of the General Corporation Law
        of
        Delaware, in one or more 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
        qualification, limitations or restrictions thereof.

      .

      


      ARTICLE
        V. BOARD OF DIRECTORS

      


      (a)           Number.  The
        number of directors constituting the entire Board shall be as fixed from
        time to
        time by vote of a majority of the entire Board, provided, however, that the
        number of directors shall not be reduced so as to shorten the term of any
        director at the time in office.

      


      (b)           Classified
        Board.  The Board shall be divided into three classes, as nearly equal
        in numbers as the then total number of directors constituting the entire
        Board
        permits with the term of office of one class expiring each year.  At
        the first annual meeting of the stockholders, directors of the first class
        will
        be elected to hold office for a term expiring at the next succeeding annual
        meeting, directors of the second class will be elected to hold office for
        a term
        expiring at the second succeeding annual meeting, and directors of the third
        class will be elected to hold office for a term expiring at the third succeeding
        annual meeting.

      


      (c)           The
        election of directors need not be by written ballot.

      


      ARTICLE
        VI. BYLAWS

      


      In
        furtherance and not in limitation of the powers conferred by statute, the
        Board
        is expressly authorized to make, alter, amend or repeal the Bylaws of the
        Corporation.

      


      ARTICLE
        VII. LIABILITY

      


      To
        the
        fullest extent permitted by the Delaware General Corporation Law as the same
        exists or as may hereafter be amended, no director of the Corporation shall
        be
        personally liable to the Corporation or its stockholders for or with respect
        to
        any acts or omissions in the performance of his or her duties as a director
        of
        the Corporation.  Any amendment or repeal of this Article VII will not
        eliminate or reduce the affect of any right or protection of a director of
        the
        Corporation existing immediately prior to such amendment or repeal.

      


      ARTICLE
        VIII. SPECIAL VOTING REQUIREMENTS

      


       The
        following actions, when
        submitted to the stockholders of the Corporation for their consideration,
        shall
        require the affirmative vote of at least 66-2/3% of the outstanding Common
        Stock
        of the Corporation: amendment of Sections (a), (b), or (c) of Article V of
        the
        Certificate of Incorporation.  The foregoing voting requirements shall
        not otherwise be deemed to affect the


      
        
           

        

        
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      voting
        rights granted by this Certificate of Incorporation, by By-Laws, or the Delaware
        General Corporation Law, to the Board.

      


      ARTICLE
        IX. STOCKHOLDER MEETINGS

      


      Meetings
        of stockholders may be held within or without the State of Delaware, as the
        Bylaws may provide.  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 or in the Bylaws of the Corporation.

      


      ARTICLE
        X. AMENDMENT OF CERTIFICATE OF INCORPORATION

      


      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 statute, and all rights conferred upon stockholders herein
        are
        granted subject to this reservation.

      


      I,
        THE
        UNDERSIGNED, being the President and Secretary of IFSA Strongman, Inc. pursuant
        to the General Corporation law of the State of Delaware, do make this
        certificate, hereby declaring and certifying, under penalties of perjury,
        that
        this is my act and deed and the facts herein stated are true, and accordingly
        have hereunto set my hand this 26th day of October, 2007.

      


      


      /S/
        Jussi
        Laurimaa                                                                

      
        	
                 

              	
                Jussi
                  Laurimaa

              


      


      
        
           

        

        
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