[EXHIBIT 3.1]
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Articles of Amendment
of
Articles of Incorporation
of
DENTALSERV.COM
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STATE OF NEVADA
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DENTALSERV.COM
DENTALSERV.COM, a Nevada corporation (the "Corporation"), does hereby
certify that:
First: That the Board of Directors of DentalServ.Com (the
"Corporation") by unanimous written consent dated as of August 13,
2007, adopted resolutions setting forth proposed amendments to the
Articles of Incorporation of the Corporation as hereinafter amended,
declaring such amendments to be advisable and calling for the
submission of such amendments to the stockholders of the Corporation
for consideration thereof. The resolutions setting forth the proposed
amendments are as follows:
Resolved, that the Articles of Incorporation of the Corporation be
amended by changing Article I so that, as amended, said Article
shall be and read as follows:
ARTICLE I NAME
The name of this corporation is: "MEDPRO SAFETY PRODUCTS, INC."
Resolved, that the Articles of Incorporation of the Corporation be
amended by changing Article VI so that, as amended, said Article shall
be and read as follows:
ARTICLE VI AUTHORIZED CAPITAL STOCK
(a) The total number of shares which the Corporation shall
have authority to issue is One Hundred Million (100,000,000),
consisting of Ninety Million (90,000,000) shares of Common Stock, par
value $0.001 per share, (hereafter called the "Common Stock"), and Ten
Million (10,000,000) shares of Preferred Stock, par value $0.01 per
share, (hereinafter called the "Preferred Stock")
(b) As of 5:00 PM, Eastern Standard time, on the
date on which this Amendment to the Articles of Incorporation is
filed with the Secretary of State of the State of Nevada (the
"Effective Time"), each four (4) outstanding shares of common stock,
par value $.001 per share ("Old Common Stock"), without further
action on the part of the Corporation or any of the stockholders,
shall automatically be changed into one (1) share of Common
Stock (the "New Common Stock") (referred to herein as the
"Reverse Split"). At the Effective Time, as a result of the
Reverse Split, each holder of Old Common Stock shall
automatically become the holder of one share of New Common Stock
for every four shares of Old Common Stock held by such holder prior
thereto. Further, at the Effective Time, each certificate formerly
representing a stated number of shares of Old Common Stock shall, as a
result of the Reverse Split, represent one share of New Common Stock
for each four shares of Old Common Stock represented immediately prior
to the Reverse Split.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series as may be established from time to time by
resolution of the Board of Directors of the Corporation (hereinafter
the "Board"), each of which series shall consist of such number of
shares and have such distinctive designation or title as shall be
fixed by resolution of the Board prior to the issuance of any shares
of such series. Each such class or series of Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board providing
for the issuance of such series of Preferred Stock.
(b) As of 5:00 PM, Eastern Standard time, on the date on
which this Amendment to the Articles of Incorporation is filed with
the Secretary of State of the State of Delaware (the "Effective
Time"), each 13 outstanding shares of common stock, par value $.001
per share ("Old Common Stock"), without further action on the part of
the Corporation or any of the stockholders, shall automatically be
changed into one share of Common Stock (the "New Common Stock")
(referred to herein as the "Reverse Split"). At the Effective Time, as
a result of the Reverse Split, each holder of Old Common Stock shall
automatically become the holder of one share of New Common Stock for
every 13 shares of Old Common Stock held by such holder prior thereto.
Further, at the Effective Time, each certificate formerly representing
a stated number of shares of Old Common Stock shall as a result of the
Reverse Split represent one share of New Common Stock for each 13
shares of Old Common Stock represented immediately prior to the
Reverse Split.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series as may be established from time to time by
resolution of the Board of Directors of the Corporation (hereinafter
the "Board"), each of which series shall consist of such number of
shares and have such distinctive designation or title as shall be
fixed by resolution of the Board prior to the issuance of any shares
of such series. Each such class or series of Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and
such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board providing
for the issuance of such series of Preferred Stock.
All stock when issued will be deemed fully paid and non-assessable. No
cumulative voting, on any matter to which shareholders will be
entitled to vote, will be allowed for any purpose
The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board
of Directors will, from time to time determine. Stockholders will not
have pre-emptive rights to acquire unissued shares of the stock of
this corporation."
Second: That thereafter, pursuant to Section 78.320 of the Private
Corporations law, Nevada Revised Statutes, written consents approving
the amendments set forth above were signed by holders of outstanding
voting stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting on
such date at which all shares entitled to vote thereon were present
and voted.
Third: That said amendments were duly adopted in accordance with
the provisions of Sections 78.1955, 78.2055, 78.315 & 78.320 of
the Private Corporations law, Nevada Revised Statutes.
Fourth: That the capital of the Corporation shall not be reduced
under or by reason of said amendments.
By: /s/ Lawrence Chimerine
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Name: Lawrence Chimerine, President, CEO
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(Authorized Officer)