On November 22, 2010, we filed with the Secretary of State Articles of Amendment to our Certificate of Incorporation, attached as Exhibit 3.1 to this Current Report on Form 8-K. These Articles of Amendment were filed in order to implement a 1 for 50 reverse stock split.
As of the effective date (December 2, 2010), our shareholders will receive one post-reverse split share of common stock for every 50 pre-reverse split shares of common stock owned. As a result of the reverse stock split, the number of outstanding shares of our common stock has been reduced to approximately 5,402,000 shares. The reverse stock split is not altering any stockholder percentage, interest or voting rights in our outstanding shares, except to the extent the reverse stock split has resulted in any of our stockholders owning a fractional share. Each fractional share is rounded up to one full share.
The maximum number of shares that the Corporation shall be authorized to issue and have outstanding at any one time shall be Four Hundred Million (400,000,000) shares or common stock, par value $0.00001 per share, and Twenty Million (20,000,000) shares of preferred stock, par value $0.00001 per share.
Upon the filing of this Certificate of Amendment to the Articles of Incorporation (the “Effective Time”), each share of the Corporation’s common stock, $0.00001 par value per share (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into 0.02 shares of common stock, $0.00001 par value per share, of the Corporation (the “New Common Stock”). Any stock certificate that immediately prior to the Effective Time represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by 0.02 (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split, rather, each holder of a fractional share shall be entitled to receive one full share.
The board of directors of the Corporation is authorized, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the unissued shares of preferred stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, the number of shares which shall constitute such series, and certain preferences, limitations and relative rights of the shares of each series so established.
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