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8-K - 8-K - EFACTOR GROUP CORP.s101481_8k.htm
EX-99.1 - EXHIBIT 99.1 - EFACTOR GROUP CORP.s101481_ex99-1.htm

 

Exhibit 3.1

 

           
       
           
 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

       
       
       
    Filed in the office of Document Number
      20150321992-24
    Barbara K. Cegavske Filing Date and Time
        Secretary of State 07/14/2015 1:35 PM
        State of Nevada Entity Number
      C20393-2001
Certificate of Amendment      
(PURSUANT TO NRS 78.385 AND 78.390)      
       

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

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:

EFactor Group Corp.

 

2.  The articles have been amended as follows: (provide article numbers, if available)

 

Article 4: “This Corporation is authorized to issue two classes of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is Three Hundred Million (300,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Twenty Million (20,000,000) shares, par value $0,001.

 

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Board of Directors also has express authority over any wholly unissued shares.

 

As of the effective date and time of this Certificate of Amendment, every sixty (60) shares of the Corporation’s issued and outstanding Common Stock and Preferred Stock are hereby combined and converted into one (1) share of Common Stock and one (1) share of Preferred Stock, respectively, without any action on the part of holder thereof. Fractional shares shall be rounded up to the nearest whole share.”

 

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise at 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. 51.5%

 

4.  Effective date and time of filing: (optional) Date: 7/17/15 Time: 8:00 am (EDT)
  (must not be later than 90 days after the certificate is filed)

 

5.  Signature: (required)

 

X                 
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.

 

  Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees. Revised: 1-5-15