ari_def14c022208.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
CURRENT
REPORT
PURSUANT
TO SECTION 14 (C)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report February 22, 2008
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AmeriResource Technologies,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of incorporation or
organization)
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| 0-20033 |
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84-1084784
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(SEC File
Number)
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(IRS Employer
Identification Number)
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c/o,
Delmar Janovec, President
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3440 East Russell Road, Suite
217
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Las Vegas, Nevada
89120
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(Address
of principal executive offices)
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(702)
214-4249
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(Registrant's
telephone number, including area
code)
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WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Check the
appropriate box:
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o
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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x
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Definitive
Information Statement
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Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
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1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0- 11 (set forth the amount
of which the filing fee is calculated and state how it was determined):
0
4)
Proposed maximum aggregate value of transaction: 0
5) Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1) Amount
Previously Paid:
2) Form,
Schedule or Registration No.:
3) Filing
Party:
4) Date
Filed;
AMERIRESOURCE
TECHNOLGIES, INC.
3440
East Russell Road, Suite 217
Las
Vegas, Nevada 89120
(702)
214-4249
To Our
Stockholders:
This
Information Statement is furnished to the stockholders of AmeriResource
Technologies, Inc., a Delaware corporation (“ARRT”), in connection with the
following corporate action in connection with resolutions of the Board of
Directors and the written consent of holders of in excess of 50% of the voting
rights of AmeriResource providing for shareholder authorization to
the board of directors of the corporation to increase the number of authorized
shares of the common stock of the corporation from 3 billion shares to 50
billion shares and that the par value of shares of the common stock shall remain
$0.0001.
AmeriResource
is not asking you for a proxy and you are requested to not send a
proxy.
Only
stockholders of record at the close of business on February 14, 2008 shall be
given a copy of the Information Statement.
| By
Order of the Board of Directors |
| /s/ Delmar
Janovec |
| Delmar
Janovec, President |
This
information statement is being furnished to all holders of the common stock of
AmeriResource in connection with the Proposed Action by Written Consent to
authorize the Board of Directors to carry out an increase in the number of
authorized shares of common stock to 50 billion shares.
ITEM 1.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock of
AmeriResource Technologies, Inc., a Delaware Company ("ARRT"), in connection
with resolutions of the Board of Directors and the written consent of the
holders of in excess of 50% of the voting rights of the shareholders of
AmeriResource. The board of directors, as approved by the written
consent of the holders of in excess of 50% of the voting rights of the
shareholders of AmeriResource, provides public notice of the approval and
authorization for an increase in the number of authorized shares of the common
stock of AmeriResource to 50 billion. The Amendment to the Articles
of Incorporation to increase the number of authorized shares of common stock
would be filed at a future date and time to be determined by the Board of
Directors.
The Board
of Directors, and persons owning a majority of the outstanding voting securities
of AmeriResource, have unanimously adopted, ratified and approved the proposed
actions by the AmeriResource Board of Directors. No other votes are
required or necessary. See the caption "Vote Required for Approval"
below. The increase in the authorized number of common shares would
become effective upon filing of an amendment to the Articles of Incorporation of
AmeriResource with the Delaware Secretary of State’s office.
The Form
10-QSB for quarterly periods ended March 31, 2007, June 30, 2007 and September
30, 2007 and the form 10-KSB for the year ended December 31, 2006, and any
reports on Form 8-K filed by ARRT during the past year with the Securities and
Exchange Commission may be viewed on the Securities and Exchange Commission’s
web site at www.sec.gov
in the Edgar Archives. AmeriResource presently current in the filing
of all reports required to be filed by it. See the caption Additional
Information, below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES TO FIFTY BILLION.
AmeriResource
Articles of Incorporation, as currently in effect, authorizes the Corporation to
issue up to 3,000,000,000 shares of common stock, par value $0.0001 per share.
The Board of Directors has proposed an increase in the number of authorized
shares of the common stock of AmeriResource. Upon the approval by the
consenting shareholders holding a majority of the outstanding voting securities
and then the filing of the Amended Articles of Incorporation, AmeriResource will
be authorized to issue 50,000,000,000 shares of common stock, the stated par
value per share will be $0.0001 and the authorized shares of preferred stock,
$0.001 par value per share, will remain at 10,000,000 shares.
The Board
of Directors believes that it is in AmeriResource and AmeriResource’s
stockholders' best interests to increase the availability of additional
authorized but unissued capital stock to provide the Corporation with the
flexibility to issue equity for other proper corporate purposes which may be
identified in the future. Such future activities may include, without
limitation, raising equity capital, adopting Employee Stock or Incentive Plans
or making acquisitions through the use of stock. The Board of Directors has no
immediate plans, understandings, agreements or commitments to issue additional
shares of stock for any purpose not previously disclosed in the company’s public
filings.
The Board
of Directors believes the increase in authorized capital will make a
sufficient number of shares available, should AmeriResource decide to use its
shares for one or more of such previously mentioned purposes or otherwise.
AmeriResource reserves the right to seek a further increase in authorized shares
from time to time in the future as considered appropriate by the Board of
Directors.
The
increased capital will provide the Board of Directors with the ability to issue
additional shares of stock without further vote of the stockholders of
AmeriResource, except as provided under Delaware corporate law or under the
rules of any national securities exchange on which shares of stock of
AmeriResource are then listed. Under Ameriresource Articles, the AmeriResource
stockholders do not have preemptive rights to subscribe to additional securities
which may be issued by AmeriResource, which means that current stockholders do
not have a prior right to purchase any new issue of capital stock of
AmeriResource in order to maintain their proportionate ownership of
AmeriResource stock. In addition, if the Board of Directors elects to
issue additional shares of stock, such issuance could have a dilutive effect on
the earnings per share, voting power and shareholdings of current
stockholders.
In
addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover or
transfer of control of AmeriResource by causing such additional authorized
shares to be issued to holders who might side with the Board in opposing a
takeover bid that the Board of Directors determines is not in the best interests
of AmeriResource and our stockholders. The increased authorized capital
therefore may have the effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited takeover attempts,
the increased capital may limit the opportunity for AmeriResource stockholders
to dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The increased
authorized capital may have the effect of permitting AmeriResource current
management, including the current Board of Directors, to retain its position,
and place it in a better position to resist changes that stockholders may wish
to make if they are dissatisfied with the conduct of AmeriResource business.
However, the Board of Directors is not aware of any attempt to take control of
AmeriResource and the Board of Directors did not propose the increase in
AmeriResource authorized capital with the intent that it be utilized as a type
of anti-takeover device.
The
relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock, nor the
authorization of a class of preferred shares. Each share of common
stock will continue to entitle its owner to one vote. As a result of
the increased authorization, the potential number of shares of common stock
outstanding will be increased.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed increase in authorized
shares. This discussion is based upon the Internal Revenue Code,
existing and proposed regulations thereunder, legislative history, judicial
decisions, and current administrative rulings and practices, all as amended and
in effect on the date hereof. Any of these authorities could be
repealed, overruled, or modified at any time. Any such change could
be retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the “IRS”) with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF
THE INCREASE IN AUTHORIZED SHARES AND RESTATEMENT OF PAR VALUE FOR THEM,
INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN
APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
increase in the number of authorized shares will not affect any existing
shareholder’s number of shares as they currently exist.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES AND THE CHANGE IN THE STATED PAR VALUE OF THE COMMON STOCK
Q. WHY
HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF COMMON SHARES?
A. Our
Board of Directors believes that the authorized shares of Common Stock remaining
available for issuance is not sufficient to enable AmeriResource to respond to
potential business opportunities and to pursue important objectives that may be
anticipated. Accordingly, our Board of Directors believes that it is in our best
interests to increase the number of authorized shares of Common Stock as
proposed. Our Board of Directors believes that the availability of such shares
will provide us with the flexibility to issue Common Stock for proper corporate
purposes that may be identified by our Board of Directors from time to time,
such as financing, acquisitions, compensation of employees, the establishment of
strategic business relationships with other companies or the expansion of
AmeriResource business or product lines through the acquisition of other
businesses or products. The increase in the number of authorized shares of
common stock is recommended by AmeriResource’s Board in order to provide a
sufficient reserve of such shares for the future growth and requirements of
AmeriResource.
The Board
of Directors also believes the availability of additional shares of Common Stock
will enable AmeriResource to attract and retain talented employees, directors
and consultants through the grant of stock options and other stock-based
incentives.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO INCREASE THE NUMBER OF COMMON
SHARES?
A. The
sole member of the Board of Directors, Delmar Janovec has approved the increase
in the number of common shares as in the best interest of AmeriResource and the
best interest of the current shareholders of AmeriResource.
Q. WILL
I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A RESULT OF
THESE PROPOSALS?
A. As
a current shareholder of AmeriResource your class of stock and the number of
shares that you hold will not be affected or change as a result of the adoption
of the proposals. For example, a current holder of 500 shares of
common stock will remain a holder of 500 shares of common stock.
Q. WILL
THE CHANGES TO THE ARTICLES OF INCORPORATION RESULT IN ANY TAX LIABILITY TO
ME?
A. The
proposed changes are intended to be tax free for federal income tax
purposes.
Q. WHAT
VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To
approve the proposal, the affirmative vote of a majority of the potential votes
cast as stock holders is required. Consents in favor of the proposal
have already been received from shareholders holding a majority of the voting
securities of AmeriResource.
Q. WHO
IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Company will pay for
the delivery of this information statement.
Q. WHOM
SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Delmar
Janovec, President of AmeriResource, 3440 East Russell Road, Suite 217, Las
Vegas, Nevada 89120 (702) 214-4249 or if by email, ajanovec01@ameriresourcetechnologies.com.
VOTE REQUIRED FOR
APPROVAL
The vote
required to approve the proposal is the affirmative vote of the holders of a
majority of AmeriResource voting stock. Each holder of Common Stock
is entitled to one (1) vote for each share held. The record date for
purposes of determining the number of outstanding shares of voting Stock of
AmeriResource and for determining Stockholders entitled to vote, is the close of
business on February 14, 2008 (the “Record Date”). As of the Record
Date, AmeriResource has outstanding 1,197,258,308 shares of Common Stock and
1,558,287 shares of preferred stock.
Section
228 of the Delaware General Corporate Law (“Delaware Law”) provides that the
written consent of the holders of the outstanding shares of voting stock, having
not less than the minimum number of votes which would be necessary to authorize
or take action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such a meeting.
Pursuant
to Section 228 of the Delaware Law, a majority of the outstanding voting shares
of stock entitled to vote thereon is required in order to amend the Articles of
Incorporation and to thus increase the number of authorized
shares. In order to eliminate the costs, delay and management time
involved in having a special meeting of Stockholders and obtaining proxies and
in order to effect the proposed increase in authorized shares as early as
possible, the Board of Directors of AmeriResource voted to utilize, and did in
fact obtain, the written consent of the holders of a majority of the voting
power of AmeriResource as of the Record Date.
Pursuant
to Section 228(e) of the Delaware Law, the Company is required to provide prompt
notice of the taking of the corporate action without a meeting of the
Stockholders of record who have not consented in writing to such
action. This Information Statement is tended to provide such
notice. No dissenters’ or appraisal rights under the Delaware Law are
afforded to the Company’s Stockholders as a result of the approval of the
proposed increase in authorized shares.
DISSENTER'S RIGHTS OF
APPRAISAL
The
Delaware General Corporation Law does not provide for dissenter's rights in
connection with the proposed restatement of the Articles of
Incorporation.
TRANSFER AGENT AND
REGISTRAR
The
transfer agent and registrar for the Company’s stock is Interwest Transfer
Company, Inc., P.O. Box 17136, Salt Lake City, Utah 84117, telephone number of
(801) 272-9294.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board
of Directors fixed the close of business on February 14, 2008 as the record date
for the determination of the common shareholders entitled to notice of the
action by written consent.
At the
record date, AmeriResource had issued and outstanding 1,197,258,308 shares
of common stock, $0.0001 par value and 1,558,287 shares of preferred stock.
Shareholders and corporations holding a controlling interest equaling more than
fifty percent (50%) of the voting rights of AmeriResource, as of the record
date, have consented to the proposed amendments to the Articles of
Incorporation. The shareholders have consented to the action required to adopt
the amendment of AmeriResource Articles of Incorporation. This
consent was sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of the
Company's common stock as of February 14, 2008, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information in
the table below are necessary for a complete understanding of the figures
provided below. As of February 14, 2008, there were 1,197,258,308 shares of
common stock issued and outstanding.
| TITLE
OF CLASS |
|
NAME
AND ADRESS OF
BENEFICIAL
OWNER
|
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AMOUNT & NATURE OF
BENEFICIAL OWNER
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PERCENT OF
CLASS
|
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Preferred
Series
C Shares
($0.001 par value)
|
|
Delmar
Janovec
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120
|
|
1,000,000
(1)
|
|
100%
|
|
Common
Stock
(0.0001 par value)
|
|
Delmar
Janovec
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120
|
|
32,583,887
|
|
0.008%
|
|
Common
Stock
($0.0001 par value)
|
|
Delmar
Janovec
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89120
|
|
3,077,000,000
|
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72%
|
|
Common
Stock
($0.0001 par value)
|
|
Directors
and Executive Officers
as
a Group
|
|
3,109,583,887 |
|
73%
|
|
|
|
|
|
|
|
|
(1) Preferred
Series C has voting rights of 3,077 to 1 of the common stock, these shares give
Mr. Janovec 3,077,000,000 votes in any shareholder vote and his personal vote of
these shares may not always be exercised in the best interest of the balance of
the common stock shareholders.
On
February 22, 2002, the Company filed a "Certificate of Designation" with the
Secretary of State with the State of Delaware to designate
1,000,000
shares of its Preferred Stock as "Series C Preferred Stock." Each
share of the Series C Stock shall be convertible into common stock of the
Company based on the stated value of $2.00 divided by 50% of the average
closing price of the Common Stock on five business days preceding the date
of conversion. Each share of the outstanding Series C
Preferred shall be
redeemable by the Corporation at any time at the redemption price.
The redemption price shall equal $2.00 per share with interest
of 8% per
annum. The holders of the Series C shall be entitled to
receive $2.00 per
share before the holders of common stock or any junior securities
receive any amount as a result of liquidation.
On
November 20, 2007, AmeriResource Technologies, Inc., a Delaware corporation (the
“Company”) received stockholder consent from the holders of more than 50% of the
shares entitled to a vote in a vote of shareholders, written consent for the
approval of authorizing the Company to effect a reverse split of the Company’s
common stock, par value $0.0001 at a ratio of up to one for one
thousand. On November 27, 2007, the Company’s Board of Directors
approved the implementation of a reverse stock split at a ratio of
one-for-fifty.
The
Company submitted a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State to effect the
reverse stock split.
On
December 10, 2007, at 5:00 p.m. Eastern Time, the reverse stock split become
fully effective. At that time, each fifty (50) outstanding shares of
common stock of the Company were combined into and automatically become one (1)
outstanding shares of common stock of the Company. No fractional
shares were issued in connection with the reverse stock split, all fractional
shares that would have resulted from the reverse split were rounded up to the
next whole share.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed increase in the number of authorized shares of Ameriresource common
stock and the restatement of the par value of those shares or in any
action covered by the related resolutions adopted by the Board of Directors,
which is not shared by all other stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning AmeriResource Technologies, Inc. including its Form
10-KSB annual report for the year ended December 31, 2006 and a quarterly report
on Form 10-QSB for the quarter ended March 31, 2007, Form 10-QSB for the quarter
ended June 30, 2007, Form 10-QSB for the quarter ended September 30, 2007 and
any reports on Form 8-K or other forms which have been filed with the Securities
and Exchange Commission are incorporated herein by reference. All of
these forms may be accessed through the EDGAR archives, at www.sec.gov.
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By
Order of the Board of Directors |
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Dated:
February 22, 2008
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/s/
Delmar Janovec |
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Delmar
Janovec, President and Director |
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Exhibit
AA@
UNANIMOUS WRITTEN CONSENT TO ACTION
WITHOUT A
MEETING
OF THE BOARD OF DIRECTORS
OF
AMERIRESOURCE
TECHNOLOGIES, INC.
The undersigned, constituting all
members of the Board of Directors (“The Board”) of AMERIRESOURCE TECHNOLOGIES,
INC., a Delaware Corporation, (“the Corporation”), acting
pursuant to the By-laws of the Corporation, and the laws of the State of
Delaware, hereby adopt and approve the recitals and resolutions set forth below
by this written resolution, which shall have the same force and effect as if
adopted and approved at a duly held meeting, this 26th Day of
October, 2007.
WHEREAS, the Board believes it
to be in the best interest of the Corporation to take action on the following
matters which will provide the flexibility to issue equity for raising capital,
adopting Company Employee Stock Incentive Plans in order to retain or attract
qualified management, acquisition of businesses through the issuance of stock,
and other business requirements in the normal course of business operations. The
actions will allow the Corporation the ability to take advantage of future
corporate opportunities with the goal of creating a greater value for the
Company and its shareholders. The actions are as follows; and
WHEREAS, the Board believes it
to be in the best interests of the Corporation, to amend, the current Articles
of Incorporation whereby increasing the authorized from the current of Three
(3,000,000,000) Billion shares of common stock, par value $0.0001, to Fifty
(50,000,000,000) Billion shares of common stock, par value $0.0001, with the
authorized shares of Preferred Series stock of Ten (10,000,000) Million, par
value $0.0001, remaining at the current authorized. The amendment of the
Articles of Incorporation is pursuant to the approval of a majority vote of its
voting common shareholders and in accordance with the laws of the State of
Delaware; and
WHEREAS, the Board has fixed
the close of business on February 14, 2008, as the record date for the
determination of the common shareholders entitled to vote by notice of action by
written consent. At the record date, the Corporation
had issued and outstanding 1,197,258,308 shares of common stock, par value
$0.0001, and 1,558,287 shares of preferred series stock, par value $0.001.
Shareholders and corporations holding a controlling interest equaling more than
fifty percent (50%) of the voting rights of the Corporation, as of the record
date, have consented to the proposed amendments to the Articles of
Incorporation. The shareholders have consented to the action required to adopt
the amendment of the Corporation's Articles of Incorporation. This
consent was sufficient, without any further action, to provide the necessary
stockholder approval of the action and in accordance with the laws of the State
of Delaware; and
WHEREAS, the Board has duly
adopted the foregoing amendment and restatement of the Certificate of
Incorporation by this resolution and in accordance with provisions of Section
242 and 228 of the General Corporation Law of Delaware; and
WHEREAS, the Board has duly
adopted the foregoing amendment and restatement of the Certificate of
Incorporation by this written consent of the holders of a majority of the
outstanding Common Stock in accordance with the provisions of Section 228 (e) of
the General Corporation Law of Delaware; and
THEREFORE BE IT RESOLVED, that
the Board hereby authorizes, approves and ratifies the above Restated and
Amended Articles of Incorporation and in accordance of Sections 242 and 228, and
228 (e), of the General Corporation Laws of Delaware; and
FURTHER RESOLVED, that the
Corporation’s officers are authorized, empowered, and directed, in the name of
and on behalf of the Corporation, or otherwise, to execute and deliver all such
documents, instruments, and certificates to make all such payments to perform
all such acts and things and execute and deliver all such other documents as
maybe necessary from time to time in order to carry out the purpose and intent
of this resolution, that all of the acts and doings of such
officers are consistent with the purpose of this resolution are
hereby authorized, approved, ratified, and confirmed in all
respects.
| /s/ Delmar A.
Janovec |
| Delmar
A. Janovec-Director |
EXHIBIT
B
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
AMERIRRESOURCE
TECHNOLOGIES, INC.
AmeriResource Technologies, Inc. (the
“Corporation”), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY THAT:
FIRST:
That the Board of Directors of the Corporation has duly adopted resolutions
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
setting forth amendments to the Corporation’s Certificate of Incorporation (as
previously amended), and declaring said amendments to be advisable.
SECOND:
That the stockholders of the corporation have duly approved said amendments by
the required vote of such stockholders in accordance with the requirements of
Sections 222 and 228 (e) of the General Corporation Law of the State of
Delaware, by the affirmative vote of a majority of the shares of the outstanding
Common Stock entitled to vote thereon in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
THIRD:
That, the Certificate of Incorporation of the Corporation shall be hereby
amended, without the need of any additional action as follows:
RESOLVED,
that the Certificate of Incorporation of this Corporation be amended by changing
the Article thereof numbered “FOURTH”, so that, as amended, said Article shall
be and read as follows:
The
aggregate number of shares which this corporation shall have authority to issue
is Fifty Billion (50,000,000,000) shares of $0.0001 par value each, which shares
shall be designated "Common Stock"; and Ten Million (10,000,000) shares of
$0.001 par value each, which shares shall be designated "Preferred Stock" and
which may be issued in one or more series at the discretion of the Board of
Directors. In establishing a series, the board of Directors shall give to it a
distinctive designation so as to distinguish is from the shares of all other
series and classes shall fix the number of shares in such series, and the
preferences, rights, and restrictions thereof. All shares of any one series
shall be alike in every particular except as otherwise provided by this
Certificate of Incorporation or the General Corporation Law of
Delaware.
FOURTH:
That the capital of said corporation shall not be reduced under or by reason of
said amendment.
| |
|
| By: |
/s/ Delmar
Janovec |
| |
Name:
Delmar Janovec |
| |
Title:
President & Secretary |
*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 the 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 remit the proper fees may cause this filing to
be rejected.