amre_pre14c.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 October 30, 2007
AmeriResource
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation or organization)
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
3440
East Russell Road, Suite 217
Las
Vegas, Nevada 891200
(Address
of principal executive offices)
(702)
214-4249
(Registrant's
telephone number, including area code)
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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[
X]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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[ ]
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Definitive
Information Statement
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Payment
of Filing Fee (Check the appropriate box):
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[ ]
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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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[ ]
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Fee
paid previously with preliminary
materials.
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|
[ ]
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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 (“AMRE”), 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 AMRE 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.
AMRE
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 October 26, 2007 shall be
given a copy of the Information Statement.
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By
Order of the Board of
Directors |
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By:
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/s/ Delmar
Janovec |
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Delmar
Janovec |
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President |
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This
information statement is being furnished to all holders of the common stock
of
AMRE 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
AmeriResouce Technologies, Inc., a Delaware Company ("AMRE"), 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
AMRE. 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
AMRE, provides public notice of the approval and authorization for an increase
in the number of authorized shares of the common stock of AMRE 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 AMRE, have unanimously adopted, ratified and approved the proposed actions
by
the AMRE 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
AMRE with the Delaware Secretary of State’s office.
The
Form
10-QSB for quarterly periods ended March 31, 2007 and June 30, 2007 and the
form
10-KSB for the year ended December 31, 2006, and any reports on Form 8-K filed
by AMRE 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. AMRE is 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.
AMRE’s
Articles of Incorporation, as currently in effect, authorizes AMRE 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 AMRE. 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, AMRE 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 AMRE's and AMRE's stockholders' best
interests to increase the availability of additional authorized but unissued
capital stock to provide AMRE 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 that the increase in authorized capital will make a
sufficient number of shares available, should AMRE decide to use its shares
for
one or more of such previously mentioned purposes or otherwise. AMRE 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 AMRE,
except as provided under Delaware corporate law or under the rules of any
national securities exchange on which shares of stock of AMRE are then listed.
Under AMRE’s Articles, the AMRE stockholders do not have preemptive rights to
subscribe to additional securities which may be issued by AMRE, which means
that
current stockholders do not have a prior right to purchase any new issue of
capital stock of AMRE in order to maintain their proportionate ownership of
AMRE's 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 AMRE 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 AMRE 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 AMRE 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 AMRE’s 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
AMRE's business. However, the Board of Directors is not aware of any attempt
to
take control of AMRE and the Board of Directors did not propose the increase
in
AMRE's 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, the reduction in the
stated par value of each share may result in a decrease in the valuation
assigned to such shares compared to their current valuation.
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 AMRE 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 AMRE's
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 AMRE’s Board in order to provide a sufficient reserve of such
shares for the future growth and requirements of AMRE.
The
Board
of Directors also believes the availability of additional shares of Common
Stock
will enable AMRE 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 AMRE and the best
interest of the current shareholders of AMRE.
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 AMRE 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 AMRE.
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 AMRE, 3440 East Russell Road, Suite 217, Las Vegas, Nevada
89120 (702) 214-4249 or if by email,
dajanovec01@ameriresourcetechnologies.com.
VOTE
REQUIRED FOR APPROVAL
The
vote
required to approve the proposal is the affirmative vote of the holders of
a
majority of AMRE’s 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
AMRE
and for determining Stockholders entitled to vote, is the close of business
on
October 26, 2007 (the “Record Date”). As of the Record Date, AMRE has
outstanding 1,834,003,412 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 AMRE voted to utilize, and did in fact
obtain, the written consent of the holders of a majority of the voting power
of
AMRE 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 October 26, 2007 as the record
date
for the determination of the common shareholders entitled to notice of the
action by written consent.
At
the
record date, AMRE had issued and outstanding 1,834,003,412 shares of $0.0001
par
value common stock 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 AMRE, 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 AMRE's 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 October 26, 2007, 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 October 26, 2007, there were 1,834,003,412 shares of
common stock issued and outstanding.
TITLE
OF
CLASS
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NAME
AND ADDRESS OF
BENEFICIAL
OWNER
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AMOUNT
&
NATURE
OF
BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
|
Preferred
Series
C
Shares
($0.001
par value)
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Delmar
Janovec
3440
E. Russell Road, Suite 217
Las
Vegas, Nevada 89120
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1,000,000(1)
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100%
|
Common
Stock
($0.0001
par
value)
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Delmar
Janovec
3440
E. Russell Road, Suite 217
Las
Vegas, Nevada 89120
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32,583,887
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0.018%
|
Common
Stock
($0.0001
par
value)
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Delmar
Janovec
3440
E. Russell Rd., Suite 217
Las
Vegas, Nevada 89120
Upon
conversion of Preferred Series C
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8,510,638,297
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82.5%
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Common
Stock
($0.0001) par
Value
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Directors
and Executive Officers as aGroup
Upon conversion of Preferred Series
C
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8,543,222,184 |
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82.8% |
(1) Preferred
Series C has voting rights of 8,510.63 to 1 of the common stock, these shares
give Mr. Janovec 8,543,222,184 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.
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 AMRE’s 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 and Form 10-QSB for the
quarter ended June 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:
October 26, 2007
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By:
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/s/ Delmar
Janovec |
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Delmar
Janovec |
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President
and Director |
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Exhibit
AA@
UNANIMOUS
WRITTEN CONSENT TO ACTION WITHOUTA
MEETING
OF THE BOARD OF DIRECTORS
OF
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AMERIRESOURCE
TECHNOLOGIES, INC.
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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 October 26, 2007, 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, AMRE
had issued and outstanding 1,834,003,412 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 AMRE, 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
AMRE'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.
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.
/s/
Delmar Janovec
By:________________________
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.