EXHIBIT 3.7
DEAN HELLER
SECRETARY OF STATE
[LOGO] 204 NORTH CARSON STREET, SUITE 1 CARSON
CITY, NEVADA 89701-4299 (775) 684
5708
WEBSITE: SECRETARYOFSTATE.BIZ
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| Certificate of Amendment |
| (PURSUANT TO NRS 78.385 and 78.390) |
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ABOVE SPACE IS FOR OFFICE USE ONLY
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: EDGETECH INTERNATIONAL, INC.
2. The articles have been amended as follows (provide article numbers, if
available):
See attached Amended and Restated Articles of Incorporation.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at 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:
33,649,003 of 57,833,784=58.18%
4. Effective date of filing (optional):
5. Officer Signature (required): /s/ Lev Parnas, President
* 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,
THEN 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 OF LIMITATIONS OR RESTRICTIONS ON THE VOTING POWER
THEREOF.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
(must not be later than 90 days after the certificate is filed)
This form must be accompanied by appropriate fees.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on: 09/29/05
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EDGETECH INTERNATIONAL, INC.
ARTICLE I
NAME
The name of the corporation is:
EDGETECH INTERNATIONAL, INC.
ARTICLE II
STOCK
The corporation shall have authority to issue in the aggregate
260,000,000 shares of stock. Such shares shall be divided into two classes as
follows:
(a) Two Hundred Fifty Million (250,000,000) shares of common stock, par
value $0.001 per share.
(b) Ten Million (10,000,000) shares of preferred stock, par value
$0.001 per share. The shares of said preferred class may be divided into and
issued in series, and authority is hereby vested in the Board of Directors,
subject to the limitations and procedures prescribed by law, to divide or issue
any part or all of such preferred class into any number of series and to fix,
determine, or amend the relative rights and preferences for the shares of any
series so established that is wholly un-issued.
Within any limits stated in these articles or in the resolution of the
Board of Directors establishing a series, the Board of Directors may, after the
issue of shares of a series, amend the resolution establishing the series to
decrease (but not below the number of shares of such series then outstanding)
the number or shares of that series, and the number of shares constituting the
decrease shall resume the status which they had before the adoption of the
resolution establishing the series.
Pursuant to NRS 78.2055, the corporation may decrease the number of
issued and outstanding shares of a class or series held by each stockholder
thereof at the effective time of the change without correspondingly decreasing
the authorized number of shares authorized in the corporation's Articles of
Incorporation if the Board of Directors of the corporation adopts a resolution
so providing and the decrease shall not require:
(i) the approval of the stockholders holding the affected class or
series; or
(ii) the approval of the stockholders holding shares of any other
class or series with rights or preferences that would be
adversely altered or changed by the decrease in the number of
issued and outstanding shares of the affected class or series.
ARTICLE III
CUMULATIVE VOTING
Shareholders of this corporation shall not have the right to cumulate
votes for the election of directors.
ARTICLE IV
PREEMPTIVE RIGHTS
No shareholder of this corporation shall have, as such holder, any
preemptive or preferential right or subscription right to any stock of this
corporation or to any obligations convertible into stock of this corporation, or
to any warrant or option for the purchase thereof, except to the extent provided
by written agreement with this corporation.
ARTICLE V
DIRECTORS
(a) The Board of Directors is expressly authorized to make, alter, and repeal
the Bylaws of the corporation, subject to the power of the shareholders of the
corporation to change or repeal such Bylaws.
(b) To the fullest extent permitted by NRS Chapter 78 as it exists on the date
hereof or may hereafter be amended, a director of this corporation shall not be
personally liable to the corporation or its shareholders for monetary damages
for conduct as a director. Any amendment to or repeal of this Article shall not
adversely affect a director of this corporation with respect to any conduct of
such director occurring prior to such amendment or repeal.
Executed this 8th day of May, 2006.
/s/ Lev Parnas
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Lev Parnas, President
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