A Chart Testing Ground

[geocam]

KAYS Daily Candles, 20EMA, VTX

http://stockcharts.com/h-sc/ui?s=KAYS&p=D&b=5&g=0&id=p27240399385



http://archive.fast-edgar.com//20170322/A72NM222T222S2Z2222R2CDZI4GFZ2N29292/

In March 2017, the Company completed a $2.1 million financing with an institutional investor (the “Investor”) who had previously furnished KAYS with $1.2 million in financing, pursuant to a financing agreement (the “Financing Agreement”) which the Company had previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2017 (the “Prior Form 8-K”). Pursuant to the Financing Agreement, the Investor purchased $2.1 million in principal amount of convertible notes (the “Notes”) from the Company as follows:

· $400,000 in principal amount of Notes which are convertible into shares of the Company’s common stock (“Shares”), at a conversion price of $0.04;

· $700,000 in principal amount of Notes which are convertible into Shares at a conversion price of $0.07; and

· $1,000,000 in principal amount of Notes which are convertible into Shares at a conversion price of $0.10.

Pursuant to the requirements of Section 242 of the Delaware General Corporation Law, the undersigned, Craig Frank, hereby certifies that he is the duly elected and acting President of KAYA HOLDINGS, INC., a Delaware corporation (the “Corporation”), and does hereby make, adopt and file this Certificate of Amendment to Certificate of Incorporation on behalf of the Corporation:

1. By the written consent of all the members of the Board of Directors of the Corporation and the holders of capital stock having a majority of the issued and outstanding voting rights of the Corporation dated February 27, 2017, the Corporation adopted resolutions approving the amendments set forth below.

2. Article IV of the Certificate of Incorporation is hereby amended to add the following paragraph to said Article IV which shall replace and supersede any prior language referencing the number of authorized shares of common stock of the Corporation:

“The number of shares of common stock which the Corporation shall have the authority to issue shall be five hundred million (500,000,000) shares, par value $0.0001.”

IN WITNESS WHEREOF, the undersigned, being the President of the Corporation, has signed this Certificate of Amendment to the Certificate of Incorporation this 27th day of February, 2017.

KAYA HOLDINGS, INC.

By: /s/ Craig Frank

Craig Frank, President