RESTATED CERTIFICATE OF INCORPORATION
WINNERS ALL INTERNATIONAL, INC.
Winners All International, Inc., a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:
(a) The name of the corporation is Winners All International, Inc. (the "Corporation"). The name under which the
Corporation was originally incorporated in Delaware is Natural Child Collection, Inc. The date of filing the
Corporation's original Certificate of Incorporation with the Secretary of State of Delaware was October 20,
(b) This Restated Certificate of Incorporation of the Corporation, which both restates and amends the provisions
of the Corporation's Certificate of Incorporation as heretofore amended, was duly adopted in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, and written
notice thereof has been given to all stockholders who did not consent thereto in writing.
(c) The text of the Certificate of Incorporation of the Corporation as heretofore amended is hereby restated and
amended to read in its entirety as follows:
FIRST: Name. The name of the corporation is WINNERS ALL INTERNATIONAL,
SECOND: Registered Office. The registered office of the Corporation is to be located in the City of Wilmington,
County of New Castle, in the State of Delaware. The name of its registered agent is the Corporation Service
Company, whose address is 1013 Centre Road, Wilmington, Delaware 19805.
THIRD: Purposes. 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 the State of Delaware (hereinafter
referred to as the "Delaware GCL").
FOURTH: Capital Stock. A. The total number of shares of stock which the Corporation shall have the authority
to issue is Sixty-Two Million (62,000,000) shares of which of which Sixty Million (60,000,000) shall be
Common Stock of the par value of One Cent ($.01) per