Attached files
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| 8-K - FORM 8-K - Zevotek, Inc | v236521_8k.htm |
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State of Delaware
Secretary of State
Division of Corporations
Delivered 04:09 PM 09/26/2011
FILED 03:56 PM 09/26/2011
SRV 111041944 - 4080296 FILE
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Certificate of Amendment
of
Certificate of Incorporation
of
Zevotek, Inc.
Under Section 242 of the Delaware General Corporation Law
Zevotek, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
1. The amendment to the Corporation’s Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and thereafter was duly adopted by the consent of the holders of a majority of the outstanding voting stock of the Corporation in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
2. ARTICLE FOURTH of the Corporation’s Certificate of Incorporation is amended and restated as follows:
“The total number of shares which the Corporation shall have authority to issue is 5,010,000,000, consisting of 5,000,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share.
Each five thousand (5,000) shares of Common Stock outstanding on the effective date of this Amendment shall be automatically converted into one (1) share of Common Stock and, in lieu of fractional shares, each share so converted shall be rounded up to the next highest number of full shares of Common Stock.
Furthermore, the board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be include in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the board with respect to each series shall include, but not be limited to, determination of the following:
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(a)
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The number of shares constituting that series and the distinctive designation of that series;
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(b)
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The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
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(c)
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Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights
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(d)
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Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;
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(e)
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Whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;
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(f)
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Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
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(g)
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The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;
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(h)
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Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certification of determination.”
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3. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this 19th day of September, 2011
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/s/ Robert Babkie
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Robert Babkie
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Chief Executive Officer
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