EXHIBIT 3.1 TO THE ANNUAL REPORT ON FORM 10-K
OF NANO MASK, INC. FOR THE YEAR ENDED DECEMBER 31, 2011
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-1299
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Document Number 20090341424-49
Filing Date and Time 04/14/2009 1:43 PM
Entity Number C9796-1991
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name of corporation:
Emergency Filtration Products, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article I: The name of the Corporation is Nano Mask, Inc.
Article III: The Corporation shall have the authority to issue a total of 100,000,000 shares of common stock having a par value of $0.001 per share.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise
a least a majority of the voting power, or such greater proportion of the voting power as may be
required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: 27,063,409 (56.5%)
4. Effective date of filing: (optional)
5. Signature: (required)
/s/Douglas Heath
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
CERTIFICATE OF EMERGENCY FILTRATION PRODUCTS, INC. filed July 16, 1996
A NEVADA CORPORATION,
PURSUANT TO SECTION 207(4) OF THE
NEVADA REVISED STATUTES
FIRST: The name of the corporation is Emergency Filtration Products, Inc. (the "Company").
SECOND: On July 11, 1996, the Board of Directors of the Company unanimously consented to (i) an increase in the Company's authorized capital from 2,500 shares of common voting stock to 50,000,000 shares of common voting stock, with a corresponding increase in the number of issued and outstanding shares of common stock held by each stockholder of record at the effective date of the change in authorized capital; (ii) an increase in the par value of the Company's common voting stock from no par to one mill ($0.001) per share, with appropriate adjustments in the additional paid in capital and stated capital accounts of the Company; and (iii) a reverse split of the Company's common stock in the ratio of one new share for every 13.0091 shares issued and outstanding as of the date of filing of this Certificate, with fractional shares being rounded up to the next highest number of shares.
THIRD: The number of authorized shares and the par value of the Company's common stock immediately before the above-referenced resolutions were 2,500 shares and no par, respectively.
FOURTH: The number of authorized shares and the par value of the Company's common stock immediately after the above-referenced resolutions were 50,000,000 shares and one mill ($0.001), respectively.
FIFTH: The number of shares of the Company's common stock to be issued after the reverse split in exchange for each pre-split share of common stock is 1/13.0091 for one share.
SIXTH: No fractional shares will be issued as a result of the reverse
split. There is no provision for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share as a result of the reverse split.
SEVENTH: The approval of the affected stockholders is not required and has not been sought.
EIGHTH: The reverse split will be effective as of the date of filing of this Certificate with the Secretary of State of Nevada.
/s/ BRUCE E. BATCHELOR
---------------------------------
Bruce E. Batchelor, M.A., Ph.D.
Subscribed and sworn to before me this 11th day of July, 1996.
/s/ LISA R. HUGHES
---------------------------------
NOTARY PUBLIC
Commission Expires 6-9-00
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION filed 3-8-1996
(Before Payment of Capital or Issuance of Stock) Filed by:
MICHAEL J. CRNKOVICH and DOUGLAS K. BEPLATE
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name of incorporator or director name of incorporator or director
certify that:
1. They constitute at least two-thirds of the original incorporators
or of the directors of LEAD CREEK UNLIMITED, a Nevada corporation.
2. The original Articles were filed in the Office of the Secretary of State on November 1, 1991.
3. As of the date of this certificate, no stock of the corporation has been issued.
4. They hereby adopt the following amendments to the articles of incorporation of this corporation:
Article 1 is amended to read as follows:
EMERGENCY FILTRATION PRODUCTS, INC.
MICHAEL J. CRNKOVICH
-----------------------------------
Signature
DOUGLAS K. BEPLATE
-----------------------------------
Signature
State of Nevada ) ------------------------------------
) ss. GRACE KLUTSCHKOWSKI
County of Humboldt ) [SEAL] NOTARY PUBLIC
HUMBOLDT Co. NEVADA
My Appointment Expires OCT. 17, 1998
------------------------------------
On , personally appeared before me, a Notary Public, MICHAEL J. CRNKOVICH, who acknowledged that they executed the above instrument.
/s/ GRACE KLUTSCHKOWSKI
------------------------
Signature of Notary
State of Utah )
) ss.
County of Washington )
On March 8, 1996, personally appeared before me, a Notary Public, Douglas K. Beplate, the signer of the above instrument, who duly acknowledged that he executed the same.
/s/Denise Stanfell
--------------------
Notary Public
My commission expires May 2, 1997
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV. 01, 1991 ARTICLES OF INCORPORATION
FOR
9796-91 LEAD CREEK UNLIMITED
CHERYL A. LAW SECRETARY OF STATE
/s/ Cheryl A. Law
---------------------
ADDRESS OF PRINCIPAL AGENT: MICHAEL J. CRNKOVICH
310 E. MINOR
WINNEMUCCA, NV. 89445
NATURE OF BUSINESS - REAL ESTATE DEVELOPMENT
2500 SHARES OF STOCK WITH NO PAR VALUE
DIRECTORS:
1) MICHAEL J. CRNKOVICH 310 E. MINOR WINNEMUCCA, NV. 89445
2) DOUGLAS K. BEPLATE 10306 ASHLEY PARK DR. SANDY, UT. 84092
3) GIL WESTON MEIER 320 E. VINE ST. SALT LAKE CITY, UT. 84107
INCORPORATORS:
1) MICHAEL J. CRNKOVICH 310 E. MINOR WINNEMUCCA, NV. 89445
2) DOUGLAS K. BEPLATE 10306 ASHLEY PARK DR., SANDY, UT. 84092
THIS CORPORATION IS TO HAVE PERPETUAL EXISTENCE
WE WOULD LIKE ONE CERTIFIED COPY
INCORPORATOR SIGNING THE ARTICLES OF INCORPORATION
/s/ Michael J. Crnkovich /s/ Douglas K. Beplate
--------------------- ------------------------------
MICHAEL J. CRNKOVICH DOUGLAS K. BEPLATE
310 E. MINOR 10306 ASHLEY PARK DRIVE
WINNEMUCCA, NV. 89445 SANDY, UT. 84092
Signature of Douglas K. Beplate
Notarized 10-21-1991
Notary Public: Vanice J. Rice Ex-1-94
-----------------------------
Salt Lake County Utah
NOTARY PUBLIC
VANICE J. RICE
West One Bank
8940 South Highland Drive
Salt Lake City, Utah 84121
My Commission Expires January 11, 1994
STATE OF UTAH
State of Nevada
County of Humbolt
On this 9th day of October 1991 before me, a Notary Public in and for said county and state, personally appeared MICHAEL J. CRNKOVICH known to me to be the person who executed same for purposes therein stated.
/s/Karen Holloway
Notary Public
My Appointment Expires September 7, 1997
