Exhibit 3.1
CERTIFICATE of amendment
TO
THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EVA LIVE, INC.
Eva Live, Inc., a corporation organized and existing under and by virtue of the provisions of the Nevada Revised Statutes (the “Corporation”), hereby certifies as follows:
| 1. | The name of the Corporation is Eva Live, Inc. | |
| 2. | Article FOURTH, Paragraph A of the Corporation’s Amended and Restated Articles of Incorporation, is amended and restated in its entirety to read as follows: | |
“A. Authorized Stock. As of the effective date of the filing of this Certificate of Amendment with the Secretary of State of the State of Nevada (the “Effective Date”), the total number of shares of stock the Corporation shall have authority to issue is three hundred and five million (305,000,000), consisting of three hundred million (300,000,000) shares of Common Stock, $0.0001 par value per share (“Common Stock”) and five million (5,000,000) shares of preferred stock, par value $0.0001 per share. As of the effective date, every four (4) outstanding shares of Common Stock shall, without further action by this Corporation or the holder thereof, be combined into and automatically become (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares will be issued in connection with the Reverse Stock Split. A shareholder of record who otherwise would be entitled to receive a fractional share will be entitled to receive one whole share.” | ||
| 3. | Except as set forth in this Certificate of Amendment to the Amended and Restated Articles of Incorporation, the Amended and Restated Articles of Incorporation remains in full force and effect. |
IN WITNESS WHEREOF, Eva Live, Inc. has caused this Certificate of Amendment to the Amended and Restated Articles of Incorporation to be signed by David Boulette, a duly authorized officer of the Corporation, on February 4, 2025.
| By: | /s/ David Boulette | |
| Name: | David Boulette | |
| Title: | Chief Executive Officer |