Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1 AMENDMENT - Internal Fixation Systems, Inc. | fs1a2_internalfix.htm |
| EX-4.1 - PROMISSORY NOTE - Internal Fixation Systems, Inc. | fs1a2ex4i_internalfix.htm |
| EX-4.5 - PROMISSORY NOTE - Internal Fixation Systems, Inc. | fs1a2ex4v_internalfix.htm |
| EX-4.6 - PERSONAL GUARANTEE - Internal Fixation Systems, Inc. | fs1a2ex4vi_internalfix.htm |
| EX-23.1 - CONSENT - Internal Fixation Systems, Inc. | fs1a2ex23i_internalfix.htm |
| EX-4.2 - CONVERTIBLE DEBENTURE - Internal Fixation Systems, Inc. | fs1a2ex4ii_internalfix.htm |
| EX-10.13 - SHAREHOLDERS AGREEMENT - Internal Fixation Systems, Inc. | fs1a2ex10iii_internalfix.htm |
Exhibit 3.1
| Electronic Articles of Incorporation For |
P06000035850
FILED
March 10, 2006
Sec. Of State
dcushing
|
INTERNAL FIXATION SYSTEMS, INC.
The undersigned incorporator, for the purpose of forming a Florida profit corporation, hereby adopts the following Articles of Incorporation:
Article I
The name of the corporation is:
INTERNAL FIXATION SYSTEMS, INC.
Article II
The principal place of business address:
5619 N.W. 74TH AVE #B
MIAMI, FL. US 33166
The mailing address of the corporation is:
5619 N.W. 74TH AVE #B
MIAMI, FL. US 33166
Article III
The purpose for which this corporation is organized is:
ANY AND ALL LAWFUL BUSINESS.
Article IV
The number of shares the corporation is authorized to issue is:
1000
Article V
The name and Florida street address of the registered agent is:
ESTEBAN HERNANDEZ 5619 N.W. 74TH AVE
#B
MIAMI, FL. 33166
|
I certify that I am familiar with and accept the responsibilities of registered agent.
|
P06000035850
FILED
March 10, 2006
Sec. Of State
dcushing
|
Registered Agent Signature: ESTEBAN HERNANDEZ
Article VI
The name and address of the incorporator is:
ESTEBAN HERNANDEZ 5619 N.W. 74TH AVE
#B
MIAMI, FL 33166
Incorporator Signature: ESTEBAN HERNANDEZ
Article VII
The initial officer(s) and/or director(s) of the corporation is/are:
Title: P, S
ESTEBAN HERNANDEZ
5619 N.W. 74TH AVE, #B
MIAMI, FL. 33166 US
I certify from the records of this office that INTERNAL FIXATION SYSTEMS, INC. is a corporation organized under the laws of the State of Florida, filed on March 10, 2006.
The document number of this corporation is P06000035850.
I further certify that said corporation has paid all fees due this office through December 31, 2010, that its most recent annual report/uniform business report was filed on March 5, 2010, and its status is active.
I further certify that said corporation has not filed Articles of Dissolution.
 CR2E022 (01-07)
|
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital this the
Ninth day of July, 2010
/s/ Dawn K. Roberts
Dawn K. Roberts
Secretary of State
|
I certify the attached is a true and correct copy of the Articles of Amendment, filed on July 8, 2010, to Articles of Incorporation for INTERNAL FIXATION SYSTEMS, INC., a Florida corporation, as shown by the records of this office.
The document number of this corporation is P06000035850.
|
CR2E022 (01-07)
|
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital this the
Ninth day of July, 2010
/s/ Dawn K. Roberts
Dawn K. Roberts
Secretary of State
|
COVER LETTER
|
TO: Amendment Section
Division of Corporations
|
|
|
NAME OF CORPORATION:
|
INTERNAL FIXATION SYSTEMS, INC.
|
|
DOCUMENT NUMBER:
|
P06000035850
|
The enclosed Articles of Amendment and fee are submitted for filing. Please return all correspondence concerning this matter to the following:
Robert M. Hoffman, Esq.
Name of Contact Person
Law Office of Robert M. Hoffman
Firm/ Company
9155 South Dadeland Boulevard
Address
Miami, Florida 33156
City/ State and Zip Code
rrrhof@aol.com
Email address: (to be used for suture annual report notification)
For further information concerning this matter, please call:
| Robert M. Hoffman, Esq | at (305) 447-1680 |
| Name of Contact Person | Area Code & Daytime Telephone Number |
Enclosed is a check for the following amount made payable to the Florida Department of State:
| o $35 Filing Fee |
o $43.75 Filing Fee &
Certificate of Status
|
o $43.75 Filing Fee &
Certified Copy
(Additional copy is enclosed)
|
o $52.50 Filing Fee
Certificate of Status
Certified Copy
(Additional Copy is enclosed)
|
|
Mailing Address
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
|
Street Address
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
|
Articles of Amendment
to
Articles of Incorporation
of
INTERNAL FIXATION SYSTEMS, INC.
(Name of Corporation as currently filed with the Florida Dept. of State)
P06000035850
(Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
A. If amending name, enter the new name of the corporation:
N/A The new name must be distinguishable and contain the word "corporation," "company, or "incorporated" or the abbreviation "Corp.," "Inc.," or Co.," or the designation "Corp,' "Inc,' or "Co". A professional corporation name must contain the word "chartered," "professional association, " or the abbreviation "P.A."
| B. Enter new principal office address, if applicable: | N/A |
| (Principal office address MUST BE A STREET ADDRESS ) | |
| C. Enter new mailing address, if applicable: | N/A |
| (Mailing address MAY BE A POST OFFICE BOX) | |
|
D.
|
If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
|
| Name of New Registered Agent: | N/A |
|
(Florida street address)
|
|
|
New Registered Office Address:
|
, Florida |
| (City) (Zip Code) |
New Registered Agent's Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
| N/A | |
|
Signature of New Registered Agent, if changing
|
Page 1 of 3
If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
| Title | Name | Address | Type of Action | |||
| N/A | o Add | |||||
| o Remove | ||||||
| o Add | ||||||
| o Remove | ||||||
| o Add | ||||||
| o Remove | ||||||
E. If amending or adding additional Articles, enter change(s) here:
(attach additional sheets, if necessary). (Be specific)
Amending Article IV: Increasing the number of shares the corporation is authorized to issue from 1000 (One Thousand) to 10,000,000 (Ten Million)
F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
(if not applicable, indicate N/A)
N/A
Page 2 of 3
| The date of each amendment(s) adoption: | 4/16/10 |
| (date of adoption is required) |
| Effective date if applicable: | |
| (no more than 90 days after amendment file date) |
Adoption of Amendment(s) (CHECK ONE)
| þ | The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval. |
| o | The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
| "The number of votes cast for the amendment(s) was/were sufficient for approval | |||
| by | |||
|
(voting group)
|
|||
| o | The amendment(s) was/were adopted by -the board of directors without shareholder action and shareholder action was not required. |
| þ | The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. |
|
Dated
|
4/16/10 | |
| Signature | /s/ Stephen J. Dresnick | |
| (By a director, president or other officer- if directors or officers have not been selected, by an icorporator - if in the hands of a receiver trustee, or other court appointed fiduciary) | ||
| Stephen J. Dresnick | ||
| (Typed or printed name of person signing) | ||
| President | ||
| (Title of person signing) |
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