Exhibit 3.1

 

 

 

 

 

 

 

 

 

Exhibit “A” to Certificate of Amendment

 

ARTICLE III

 

(A) The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Two Billion Twenty-Five Million (2,025,000,000) shares, comprised of Two Billion (2,000,000,000) shares of Common Stock, with a par value of $0.0001 per share (the “Common Stock”), and Twenty-Five Million (25,000,000) shares of Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”). Subject to the preferential rights of the Preferred Stock and such restrictions as may be imposed by debtholders of the Corporation and its subsidiaries, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.

 

(B) The Board of Directors is expressly authorized, subject to the limitations prescribed by law and the provisions hereof, to provide for the issuance of all or any shares of any wholly unissued series of Preferred Stock, each with such designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by the Board of Directors to create such series. The authority of the Board of Directors with respect to each such series shall include without limitation of the foregoing the right to specify the number of shares of each such series and to authorize and increase or decrease in such number of shares and the right to provide that the shares of each such series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series of Preferred Stock; or (vi) entitled to such other preferences, powers, qualifications, rights and privileges, all as the Board of Directors may deem advisable and as are not inconsistent with the laws of Nevada in force from time to time. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those that are fixed and those that may be fixed with respect to any shares of the Preferred Stock.

 

(C) Of the authorized shares of Preferred Stock, the following series have been duly authorized, with such designations, references, voting powers, relative, participating, optional or other special rights and privileges, and the qualifications, limitations and restrictions as set forth in their respective Certificates of Designation:

 

1,000 shares of Series A-1 Supermajority Voting Preferred Stock;

25,000 shares of Series B-1 Convertible Redeemable Preferred Stock;

2,000 shares of Series C-1 Convertible Redeemable Preferred Stock; and

500 shares of Series D Non-Convertible Preferred Stock

 

No other series or shares of Preferred Stock are currently authorized or outstanding, including, without limitation, any Series A Cumulative Preferred Stock, Series A Supermajority Voting Preferred Stock, Series B Convertible Redeemable Preferred Stock or Series C Convertible Redeemable Preferred Stock.