CERTIFICATE OF INCORPORATION
OFFLINE CONSULTING, INC.
The undersigned, for the purpose of organizing a corporation for conducting the business and
promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and
supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST : The name of the corporation is Offline Consulting, Inc. (hereinafter called the
SECOND : The address, including street, number, city, and county, of the registered office of the
Corporation in the State of Delaware is 16192 Coastal Highway, Lewes, Delaware 19958, in the County of
Sussex; and the name of the registered agent of the corporation in the State of Delaware at such address is
Harvard Business Services, Inc.
THIRD : The nature of the business and the purposes to be conducted and promoted by the
Corporation are as follows:
To conduct any lawful business, to promote any lawful purpose, and to engage in any
lawful act or activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
The total number of shares of stock which the Corporation shall have
authority to issue is 720,000,000, which shall consist of (i) 700,000,000 shares of common stock, $.0001 par
value per share (the "Common Stock"), and (ii) 20,000,000 shares of preferred stock, $.0001 par value per
share (the "Preferred Stock").
The Preferred Stock may be issued in one or more series, from time to time, with each such series to
have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution
or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the
"Board"), subject to the limitations pres