Stearman Enterprises Inc Watch

from 10SB12G ~10 pages Plan of reorganization, merger, acquisition or similar

from 10SB12G 1 page Certificate of Correction

from 10SB12G 1 page Certificate of Amendment of Certificate of Incorporation of Stearman Enterprises, Inc. It Is Hereby Certified That: 1. the Name of the Corporation (Herein Referred to as the "Corporation") Is: Stearman Enterprises, Inc. 2. the Corporation's Certificate of Incorporation Was Filed With the Office of the Secretary of State on March 13, 1992. a Certificate of Amendment of the Certificate of Incorporation Was Filed With the Office of the Secretary of State on May 18, 1999 Changing the Name of the Corporation From 92099 Holding Corporation to Stearman Enterprises, Inc. 3. the Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out Article Fourth Thereof and by Substituting in Lieu of Said Article the Following New Article: "Fourth: The Total Number of Shares of Capital Stock Which the Corporation Shall Have Authority to Issue Is 20,000,000 Shares of Common Stock, $.0001 Par Value Per Share." 4. the Amendment of the Certificate of Incorporation Herein Certified Was Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. Written Consent Has Been Given in Accordance With Section 228(d) of the General Corporation Law of the State of Delaware. in Witness Whereof, the Undersigned, Being an Authorized Officer of the Corporation, Has Hereunto Signed His Name and Affirms That the Statements Made Herein Are True Under the Penalties of Perjury, This 8th Day of October, 1999. Stearman Enterprises, Inc. By: /S/ Herbert Maxwell Herbert Maxwell President 36

from 10SB12G 1 page Certificate of Amendment of Certificate of Incorporation 92099 Holding Corporation, Corporation Organized and Existing Under and by Virtue of the General Corporate Law of the State of Delaware, Does Hereby Certify: First: That the Board of Directors of Said Corporation by the Unanimous Written Consent of Its Members, Filed With the Minutes of the Board, Adopted Resolutions Proposing and Declaring Advisable the Following Amendments to the Certificate of Incorporation of Said Corporation: Resolved, That the Certificate of Incorporation of 92099 Holding Corporation Be Amended by Changing the First Article Thereof So That, as Amended, the Said Article Shall Be and Read as Follows: First: The Name of the Corporation Is Stearman Enterprises, Inc. Resolved, That the Certificate of Incorporation of 92099 Holding Corporation Be Amended by Changing the Fourth Article Thereof So That, as Amended, the Said Article Shall Be and Read as Follows: Fourth: The Total Number of Shares of Capital Stock Which the Corporation Shall Have Authority to Issue Is 20,000,000 Shares of Common Stock With a Par Value of .01. Second: That in Lieu of a Meeting and Vote of Stockholders, the Stockholders Have Given Unanimous Written Consent to Said Amendments in Accordance With the Provisions of Section 228 of the General Corporation Law of the State of Delaware. Third: That the Aforesaid Amendments Were Duly Adopted in Accordance With the Applicable Provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. in Witness Whereof, Said 92099 Holding Corporation Has Caused This Certificate to Be Signed by Michael L. Seifert, Its Director and President, This 4th Day of May, 1999. 92099 Holding Corporation By: /S/ Michael L. Seifert Director and President 35

from 10SB12G 1 page Certificate for Renewal and Revival of Certificate of Incorporation 92099 Holding Corporation, a Corporation Organized Under the Laws of Delaware, the Certificate of Incorporation of Which Was Filed in the Office of the Secretary of State on March 13, 1992 and Thereafter Voided for Non-Payment of Taxes, Now Desiring to Procure a Revival of Its Certificate of Incorporation, Hereby Certifies as Follows: 1. the Name of the Corporation Is 92099 Holding Corporation. 2. Its Registered Office in the State of Delaware Is Located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle and the Name of Its Registered Agent at Such Address Is the Corporation Trust Company. 3. the Date When Revival of the Certificate of Incorporation of This Corporation Is to Commence Is February 28, 1994, Same Being Prior to the Date the Certificate of Incorporation Became Void. Revival of This Certificate of Incorporation Is to Be Perpetual. 4. This Corporation Was Duly Organized Under the Laws of Delaware and Carried on the Business Authorized by Its Certificate of Incorporation on March 1, 1994, at Which Time Its Certificate of Incorporation 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 With the Laws of Delaware. in Witness Whereof, Said 92099 Holding Corporation in Compliance With Section 312 of Title 8 of the Delaware Code Has Caused This Certificate to Be Signed by Michael L. Seifert, Its Last and Acting Secretary, This 17th Day of March 1999. By: /S/ Michael L. Seifert 34

from 10SB12G 1 page Certificate of Incorporation