Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Company's bylaws were amended to reflect the name change with no other
changes. The Company's CUSIP number changed from 31189D109 to 095228102 as a
result of the Company actions. The changes were posted on the
Articles 1 and Article 7 of the certificate of incorporation now states as follows:
1. The name of the corporation is
7. The total number of shares of capital stock which the Corporation shall have
authority to issue is: five billion twenty million (5,020,000,000). These shares shall be divided into two classes with five billion (5,000,000,000) shares designated as common stock at$.001 par value (the "Common Stock") and twenty million (20,000,000) shares designated as preferred stock at$.001 par value (the "Preferred Stock"). Effective upon the filing of this Certificate of Amendment with the Secretary of State of theState of Delaware , a 10-for-1 forward stock split for each share of Common Stock outstanding or held in treasury immediately prior to such time shall automatically and without any action of the part of the holders thereof occur (the "Forward Stock Split"). The par value of the Common Stock shall remain$0.001 per share. This conversion shall apply to all shares of Common Stock. No fractional shares of Common Stock shall be issued upon the Forward Stock Split or otherwise. In lieu of any fractional shares of Common Stock to which the stockholder would otherwise be entitled upon the Forward Stock Split, the Corporation shall round up any fractional share to the next whole share of Common Stock. All certificates representing shares of Common Stock outstanding immediately prior to the filing of this Certificate of Amendment shall immediately after the filing of this Certificate of Amendment represent instead the number of shares of Common Stock as provided above. Notwithstanding the foregoing, any holder of Common Stock may (but shall not be required to) surrender his, her or its stock certificate or certificates to the corporation, and upon such surrender the corporation will issue a certificate for the correct number of shares of Common Stock to which the holder is entitled under the provisions of this Certificate of Amendment. Shares of Common Stock that were outstanding prior to the filing of this Certificate of Amendment, and that are not outstanding after and as a result of the filing of this Certificate of Amendment, shall resume the status of authorized but unissued shares of Common Stock."
The foregoing description of the Amendment to the Company's Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1, to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the amended bylaws is filed as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amendment to Certificate of Incorporation datedDecember 27, 2019 3.2 Amended Bylaws
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