Attached files

file filename
10-K - ANNUAL REPORT - Medifirst Solutions, Inc.f10k2015_medifirstsolutions.htm
EX-4.2 - CONVERTIBLE DEBENTURE, DATED JUNE 12, 2015 - Medifirst Solutions, Inc.f10k2015ex4ii_medifirst.htm
EX-4.4 - 5% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 12, 2016 - Medifirst Solutions, Inc.f10k2015ex4iv_medifirst.htm
EX-4.3 - 8% CONVERTIBLE REDEEMABLE NOTE DUE OCTOBER 8, 2016 - Medifirst Solutions, Inc.f10k2015ex4iii_medifirst.htm
EX-10.4 - TRADEMARK PURCHASE AGREEMENT, DATED AUGUST 21, 2015 - Medifirst Solutions, Inc.f10k2015ex10iv_medifirst.htm
EX-10.3 - SALE AND PURCHASE AGREEMENT FOR GOODS, DATED AUGUST 25, 2015 - Medifirst Solutions, Inc.f10k2015ex10iii_medifirst.htm
EX-32 - CERTIFICATION - Medifirst Solutions, Inc.f10k2015ex32_medifirst.htm
EX-31.1 - CERTIFICATION - Medifirst Solutions, Inc.f10k2015ex31i_medifirst.htm
EX-10.11 - 8% CONVERTIBLE REDEEMABLE REPLACEMENT NOTE DUE FEBRUARY 28, 2017 - Medifirst Solutions, Inc.f10k2015ex10xi_medifirst.htm
EX-31.2 - CERTIFICATION - Medifirst Solutions, Inc.f10k2015ex31ii_medifirst.htm
EX-10.9 - 8% CONVERTIBLE REDEEMABLE NOTE DUE MARCH 7, 2017 - Medifirst Solutions, Inc.f10k2015ex10ix_medifirst.htm
EX-10.13 - EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND BRUCE SCHOENGOOD - Medifirst Solutions, Inc.f10k2015ex10xiii_medifirst.htm
EX-3.5 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FILED ON NOVEMBER 19, 2015 - Medifirst Solutions, Inc.f10k2015ex3v_medifirst.htm
EX-10.10 - 8% CONVERTIBLE REDEEMABLE BACK END NOTE DUE MARCH 7, 2017 - Medifirst Solutions, Inc.f10k2015ex10x_medifirst.htm

Exhibit 3.7

 

 

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
  /s/ Barbara K. Cegavske 20150456146-34
  Barbara K. Cegavske Filing Date and Time
  Secretary of State 10/15/2015 2:12 PM
  State of Nevada Entity Number
    E0536112010-6

 

Amendment to  
Certificate of Designation  
After Issuance of Class or Series  
(PURSUANT TO NRS 78.1955)  

 

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

 

Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

 

1. Name of corporation:

 

Medifirst Solutions, Inc.

 

2. Stockholder approval pursuant to statute has been obtained.

 

3. The class or series of stock being amended:

Series A Preferred Stock

 

4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
   
500,000 shares are hereby designated as Series A Preferred Stock with the rights, preferences and privileges as set forth in the attached Exhibit A which is incorporated herein.

 

5. Effective date of filing: (optional)  
  (must not be later than 90 days after the certificate is filed)

 

6. Signature: (required)

 

Signature of Officer

 

Filing Fee: $175.00

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State NRS Amend Designation - After
  Revised: 1-5-15

 

 
 

 

EXHIBIT A

 
AMENDED CERTIFICATE OF DESIGNATION

 
OF

 
RIGHTS, PREFERENCES AND PRIVILEGES OF

 
SERIES A PREFERRED STOCK

 
MEDIFIRST SOLUTIONS, INC.

 

WHEREAS, the Articles of Incorporation of the Corporation provide for a class of shares known as Preferred Stock, issuable from time to time;

 

WHEREAS, the Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such Series and to determine the designation thereof, or any of them;

 

WHEREAS, the Board of Directors of the Corporation desires, pursuant to its authority, to determine and fix the rights, preferences, privileges and restrictions relating to the Series B Convertible Preferred Stock and the number of shares constituting and the designation of the series;

 

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby fixes and determines the designation of, the number of shares constituting, and the rights, preferences, privileges, and restrictions of the Preferred Stock as follows:

 

1.           Designation of Series. This series of Preferred Stock will be designated "Series A Preferred Stock."

 

2.           Number of Shares. The number of shares constituting the Series A Preferred Stock is 500,000 shares.

 

3.           Voting Rights. Except as otherwise required by law, the holders of the Series A Preferred Stock will have 2,000 vote for each share of Series A Preferred Stock issued and outstanding and shall vote as single class with the holders of Common Stock on all matters for which the holders of Common Stock are entitled to vote.

 

4.           Dividend Preference. The holders of shares of Series A Preferred Stock will not be entitled to receive dividends.

 

5.           Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred Stock will not be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock by reason of their ownership thereof, an amount equal to the consideration paid or deemed to have been paid for such share. If upon the occurrence of such event, the assets and funds so distributed among the holders of the Series A Preferred Stock is insufficient to permit the payment to such holders of the full above-described preferential amounts, then, subject to the rights of series of Preferred Stock that may from time to time come -into existence, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the amount of such stock owned by each such holder.

 

 
 

 

  STATE OF NEVADA  
     

BARBARA K. CEGAVSKE

Secretary of State

 

 

 

JEFFERY LANDERFELT

Deputy Secretary

for Commercial Recordings

 

  

Commercial Recordings Division

202 N. Carson Street

Carson City, NV 89701-4201

Telephone (775) 684-5708

Fax (775) 684-7138

  OFFICE OF THE  
  SECRETARY OF STATE  
     
ROBERT C LASKOWSKI   Job: C20151015-1559
    October 15, 2015
NV    

 

Special Handling Instructions:

 

AMENDED DESIGNATION FILED AND EMAILED 10/15/15 AJW

 

Charges

 

Description  Document Number  Filing Date/Time  Qty   Price   Amount 
Amended Designation  20150456146-34  10/15/2015 2:12:29 PM   1   $175.00   $175.00 
24 Hour Expedite  20150456146-34  10/15/2015 2:12:29 PM   1   $125.00   $125.00 
Total                  $300.00 

 

Payments

 

Type  Description  Amount 
Credit  269811|15101596905917  $300.00 
Total     $300.00 
   Credit Balance:    $0.00 

 

 

 

Job Contents:

File Stamped Copy(s):                1

 

ROBERT C LASKOWSKI

 

NV