EXHIBIT 3.1
Reverse Stock Split. Upon the effective time of this Certificate of Amendment to the Articles of Incorporation (this “Certificate of Amendment”) with the Nevada Secretary of State (the “Effective Time”), a one-for-seventy five reverse stock split of the Corporation’s Common Stock, $0.0001 par value per share (the “Stock”), shall become effective, pursuant to which every seventy five shares of Stock outstanding and held of record by each stockholder of the Corporation immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). No fractional shares of Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive one full share of Stock in lieu of such. The Reverse Stock Split shall have no effect on the number of authorized shares of capital stock, previously designated series of preferred stock (except to the extent such split adjusts the conversion ratio thereof) or the par value thereof. “Odd lots” of less than 100 shares of Stock will not be issued. Instead, the Corporation will issue one hundred full shares of post Reverse Stock Split Stock to any stockholder who would have been entitled to receive a fractional share or an “odd lot” of less than 100 shares of Common Stock as a result of the Reverse Stock Split.
3 |