Attached files
| file | filename |
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| 8-K - ROK ENTERTAINMENT GROUP INC. | v175677_8k.htm |
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
ROK
ENTERTAINMENT GROUP INC.
(a
Delaware Corporation)
The undersigned, Jonathan Kendrick,
hereby certifies that:
1. He is Chairman and Chief
Executive Officer of ROK Entertainment Group Inc. (the “Corporation”), a
Delaware corporation, and is duly authorized by resolution of the Board of
Directors of the Corporation to execute this instrument.
2. This Certificate of
Amendment of the Certificate of Incorporation was duly approved by the
Corporation’s Board of Directors and duly adopted by written consent of the
holders of a majority of the shares of common stock of the Corporation in
accordance with the applicable provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
3. Article Four, Section 1,
first paragraph of the Certificate of Incorporation is hereby amended to read in
its entirety as follows:
“Section 1. Authorized
Shares. The Corporation shall have authority to issue two
classes of shares to be designated respectively, “Common Stock” and “Preferred
Stock.” The total number of shares of capital stock which the
Corporation shall have authority to issue is THREE HUNDRED FIFTY AND ONE MILLION
(351,000,000) shares, of which THREE HUNDRED FIFTY MILLION
(350,000,000) shares shall be Common Stock, and ONE MILLION (1,000,000) shares
shall be Preferred Stock. Each share of Common Stock shall have a par value of
$0.001, and each share of Preferred Stock shall have a par value of
$0.001.”
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment of the Certificate of
Incorporation to be executed this 19th day of
February 2010.
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By:
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/s/ Jonathan Kendrick | |
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Jonathan
Kendrick
Chairman
and
Chief
Executive Officer
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