Attached files
| file | filename |
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| 8-K - ACIES CORP | acies8k042210.htm |
Exhibit
3.1
ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684 5708
Website:
www.nvsos.gov
|
USE
BLACK INK ONLY - DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
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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:
ACIES
CORPORATION [C27261-2000]
2.
The articles have been amended as follows: (provide article numbers, if
available)
Article
4. Authorized Shares, is hereby amended to read:
“Article
4. Number of Shares the Corporation is Authorized to Issue:
The
Corporation is authorized to issue Two Hundred and Five Million (205,000,000)
shares of stock, consisting of Two Hundred Million (200,000,000) shares of
common stock, $0.001 par value per share and Five Million (5,000,000) shares of
preferred stock, $0.001 par value per share.
[Continued
on next page]
3. The vote by which the
stockholders holding shares in the corporation entitling them to exercise a
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: 77.1%
4. Effective date of filing:
(option)
3/30/10
(must not be later than 90 days after the certificate is filed)
5.
Signature: (required)
/s/ Oleg
Firer
Signature
of Officer
*lf 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 to limitations or
restrictions on the voting power thereof.
IMPORTANT: Failure
to include any of the above information and submit with the proper fees may
cause this filing to be rejected.
This form must be accompanied by
appropriate fees.
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
(continued)
Shares of
preferred stock of the Corporation may be issued from time to time in one or
more series, each of which shall have distinctive designation or title as shall
be determined by the Board of Directors of the Corporation ("Board of
Directors") prior to the issuance of any shares thereof. 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 or resolutions providing for the issue of such class or series
of preferred stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof. The number of authorized shares of
preferred stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, without a separate vote of the
holders of the preferred stock, or any series thereof, unless a vote of any such
holders is required pursuant to any preferred stock designation.
Following
a 1:100 reverse stock split of the Corporation’s outstanding shares of common
stock, which shall be effective as of the effective date set forth below under
Section 4 of this Certificate of Amendment (or in the absence of such date, on
the date such Amendment is filed with the Secretary of State of Nevada) the
Corporation’s capitalization will consist of Two Hundred and Five Million
(205,000,000) shares of stock, consisting of Two Hundred Million (200,000,000)
shares of common stock, $0.001 par value per share and Five Million (5,000,000)
shares of preferred stock, $0.001 par value per share; provided that no
shareholder of the Corporation shall hold less than 100 shares of the
Corporation’s common stock immediately following the reverse stock split and as
such, the aggregate number of shares held by any individual shareholder of the
Corporation who would hold less than 100 shares of common stock following the
reverse stock split shall have such shareholder’s aggregate shares of common
stock rounded up to 100 shares of common stock.”