1 for 150 Reverse split coming here.
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
OPTIMAX INDUSTRIES, INC.
Pursuant to the provisions of Sections 7-90-301 et seq. and 7-110-106 of the Colorado
Business Corporation Act, the individual named below caused this Amendment to the Articles
of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as
follows:
FIRST: The name of the Corporation is Optimax Industries, Inc.
SECOND: The Articles of Incorporation of the Corporation are hereby amended as
follows:
1. A reverse stock split in the ratio of 1-for-150 is hereby effected by
amending Article II by adding a new Section, designated as Section 3, which shall read as
follows:
Section 3. Reverse Stock Split. Immediately upon the filing date of
this Amendment (the “Effective Date”), each share of the Corporation’s
Common Stock, $0.001 par value, issued and outstanding immediately prior to
the Effective Date (the “Old Common Stock”) shall automatically and without
any action on the part of the holder thereof be reclassified as and changed,
pursuant to a reverse stock split (the “Reverse Stock Split”), into a fraction
thereof of 1/150 of a share of the corporation’s outstanding Common Stock,
$0.001 par value (the “New Common Stock”), subject to the treatment of
fractional share interests as described below. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the “Old Certificates”, whether one
or more) representing the number of whole shares of the New Common Stock
into which and for which the shares of the Old Common Stock formerly
represented by such Old Certificates so surrendered are reclassified under the
terms hereof. From and after the Effective Date, Old Certificates shall represent
only the right to receive New Certificates pursuant to the provisions hereof. No
certificates or scrip representing fractional share interests in New Common
Stock will be issued, and no such fractional share interest will entitle the holder
thereof to vote, or to any rights of a shareholder of the Corporation. Any
fraction of a share of New Common Stock to which the holder would otherwise
be entitled will be adjusted upward to the nearest whole share. If more than one
Old Certificate shall be surrendered at one time for the account of the same
Shareholder, the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so surrendered. In the
event that the Corporation’s Transfer Agent determines that a holder of Old
Certificates has not tendered all his certificates for exchange, the Transfer Agent
shall carry forward any fractional share until all certificates of the holder have
been presented for exchange such that payment for fractional shares to any one
person shall not exceed the values of one share. If any New Certificates is to be
issued in a name other than that in which the Old Certificates surrendered for
exchange are issued, the Old Certificates so surrendered shall be properly
endorsed and otherwise in proper form for transfer. From and after the
Effective Date, the amount of capital represented by the shares of the New
Common Stock into which and for which the shares of the Old Common Stock
are reclassified under the terms hereof shall be the same as the amount of capital
represented by the shares of Old Common Stock so reclassified, until thereafter
reduced of increased in accordance with applicable law.
2. Article X is hereby amended to read as follows:
The name and address of the individual who caused this document to be
delivered for filing, and to whom the Secretary of State may deliver notice if
the filing of this document is refused is: Keith A. Rosenbaum, SPECTRUM
LAW GROUP, LLP, 1900 Main Street, #125, Irvine, California, 92614.
