Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
SURGICAL SAFETY PRODUCTS, INC.
f/k/a Sheffeld Acres Inc.
Under Section 804 of the New York Business Corporation Law
Article 1. The name of the corporation is Surgical Safety Products, Inc. f/k/a
Sheffeld Acres Inc. (the "Corporation").
Article 2. The Certificate of Incorporation of the Corporation was filed by the
Department of State on May 19, 1993.
Article 3. The Certificate of Incorporation is amended to change the name of the
Corporation to Power 3 Medical Products, Inc.; effect a 50:1 reverse stock
split; increase the number of shares of common stock that the Corporation shall
have authority to issue; and authorize the issuance of preferred stock. To
effect the foregoing (a) the 50,641,501 shares of common stock, $.001 par value,
that are presently outstanding are changed into 1,012,830 shares of common
stock, $.001 par value per share, at a rate of 1 share of common stock for each
50 shares currently issued and outstanding, (b) the 49,358,499 shares of common
stock, $.001 par value, that are presently authorized and unissued are changed
into 987,170 unissued shares of common stock, $.001 par value, at the rate of 1
share of common stock for each 50 shares of currently authorized and unissued
shares none of which are issued, and (c) the number of authorized common shares
is increased by 148,000,000 shares, $.001 par value per share, none of which are
issued. The corporation shall authorize and additional 50,000,000 shares of
capital stock designated as preferred stock, $.001 par value per share.
Article I of the Certificate of Incorporation is amended to read as follows:
ARTICLE I NAME
The name of the Corporation is Power 3 Medical Products, Inc.
Article IV of the Certificate of Incorporation is amended to read as follows:
ARTICLE IV NUMBER OF SHARES
The aggregate number of shares of capital stock that the
corporation shall have authority to issue is Two Hundred Million
(200,000,000), all of which shall have a par value of One Mil ($.001)
per share, consisting of One Hundred Fifty Million (150,000,000) shares
of common stock, par value of One Mil ($.001) and Fifty Million
(50,000,000) shares of preferred stock, par value of One Mil ($.001).
The Board of Directors, as it shall determine (1) shall have
the authority to establish the class, the aggregate number of shares in
such class, and the relative rights, preferences and limitations of
each class and (2) shall have the authority to issue any and all series
of any classes of preferred shares and any and all of the designations
of the series, the aggregate number of such series, and the relative
rights, preferences and limitations of any and all such series.
Article 4. This Amendment was authorized by the Board of Directors pursuant to
the Certificate of Incorporation and approved by the vote of holders of a
majority of the common stock voting as a class and a vote of a majority of the
voting rights of all capital stock voting as a class.
IN WITNESS WHEREOF, Surgical Safety Products, Inc. f/k/a Sheffeld Acres Inc. has
caused this certificate to be duly executed by its President on August 28, 2003.
Surgical Safety Products, Inc.
By: /s/ Tim Novak
---------------------------------
Tim Novak, President
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCOPRORATION
OF
SURGICAL SAFETY PRODUCTS, INC.
f/k/a Sheffeld Acres Inc.
Under Section 804 of the Business Corporation Law
Filed by:
Franklin, Cardwell & Jones
1001 McKinney
18th Floor
Houston, Texas 77002