CERTIFICATE OF INCORPORATION
BAP Acquisition Corp.
FIRST: The name of this corporation is BAP Acquisition Corp.
SECOND: Its registered office in the state of Delaware is to be located at Three Christina Centre, 201 N.
Walnut Street, Wilmington DE 19801, New Castle County. The registered agent in charge thereof is The
Company Corporation, address "same as above."
THIRD: The nature of the business and, the objects and purposes proposed to be transacted, promoted and
carried on, are to do any or all the things herein mentioned as fully and to the same extent as natural persons
might or could do, and in any part of the world, viz: 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 Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is divided into 20,000,000 shares
of stock at $.001 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street; Wilmington
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be
reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to
the amount, upon the property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and
outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this
The By-Laws shall determine whether and to what extent the accounts and books of this corporation, or any of
them shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any
account, or book or document of this Corporation, except as conferred by the law or the By-Laws; or by
resolution of the stockholders.
The stockholders and. direc