EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of Corporation: Victoria Internet Services, Inc.
2. The Articles have been amended as follows: (provide article numbers if
applicable)
Article 3 is amended:
1. each of issued and outstanding common stock of the corporation shall be
forward split to become fifty (50) shares without any change of the par
value thereof;
2. that the number of shares of common stock which the corporation shall be
authorized to issue shall be increased from 100,000,000 shares, par value
$0.000001 per share to 250,000,000 shares, par value $0.000001 per share;
and (3) to authorize the issuance of up to 20,000,000 shares of preferred
stock with such rights, privileges and limitations as may be determined by
the board of directors of the corporation.
3. The vote by which the stockholders holding shares in the corporation
entitleing them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the case
of voting by classes or series, or as may be required by the provisions of
the articles of incorporation have voted in favor of the amendment is:
4,000,000 shares or 84.5%.
4. Effective date of filing (optional): ____________
5. Signature: (required)
/s/ Leon Golden
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Signature of Officer Leon Golden, President
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Certificate of Amendment to Articles of Incorporation
of
Victoria Internet Services, Inc.
(Pursuant to NRS 78.385 and 78.390)
Pursuant to the provisions of the Nevada Revised Statutes, Victoria
Internet Services, Inc., a Nevada corporation (the "corporation"), adopts the
following amendment to its Articles of Incorporation.
1. The undersigned hereby certifies that on the 1st day of November 2011, acting
by written consent without a meeting, in accordance with the provisions of
section 78.315 of the Nevada Revised Statutes and the Bylaws of this corporation
the Board of Directors approved, consented to, affirmed, and adopted the
following resolution:
RESOLVED, that the duly elected officers of this corporation is hereby
ordered and directed to obtain at least a majority of the voting power of the
outstanding Common Stock and Common Stock Equivalents of the corporation for the
following purpose:
To amend Article 3 of the corporation's Articles of Incorporation to
provide that: (1) each of issued and outstanding common stock of the corporation
shall be forward split to become fifty (50) shares without any change of the par
value thereof; (2) that the number of shares of common stock which the
corporation shall be authorized to issue shall be increased from 100,000,000
shares, par value $0.000001 per share to 250,000,000 shares, par value $0.000001
per share; and (3) to authorize the issuance of up to 20,000,000 shares of
preferred stock with such rights, privileges and limitations as may be
determined by the board of direct ors of the corporation.
2. Pursuant to the provisions of the Nevada Revised Statutes, a majority of the
corporation's shares entitled to vote, consented in writing to the adoption of
the Amendment to Article 3 of the Articles of Incorporation as follows:
Article 3 shall be amended to read as follows:
"3. Number of Shares authorized to issue: The total number of shares of all
classes of stock which the Corporation shall have authority to issue is Two
Hundred and Seventy Million (270,000,000) shares of which Twenty Million
(20,000,000) shares shall be Preferred Stock, par value $0.000001 per
share, and Two Hundred Fifty Million (250,000,000) shall be Common Stock,
par value $0.000001 per share. The voting power, designations, preferences
and relative participating option or other special qualifications,
limitations or restrictions are set forth hereinafter:
1. Preferred Stock
(a) The Preferred Stock may be issued in one or more series, each of which
shall be distinctively designated, shall rank equally and shall be
identical in all respects except as otherwise provided in subsection
1(b) of this Article 3.
(b) Authority is hereby vested in the Board of Directors to issue from
time to time the Preferred Stock of any series and to state in the
resolution or resolutions providing for the issuance of shares of any
series the voting powers, if any, designations, preferences and
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relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions of such series to the full
extent now or hereafter permitted by the law of the State of Nevada in
respect of the matters set forth in the following clauses (i) to
(viii) inclusive;
(i) the number of shares to constitute such series, and the
distinctive designations thereof;
(ii) the voting powers, full or limited, if any, of such series;
(iii) the rate of dividends payable on shares of such series, the
conditions on which and the times when such dividends are
payable, the preference to, or the relation to, the payment of
the dividends payable on any other class, classes or series of
stock, whether cumulative or non-cumulative and, if cumulative,
the date from which dividends on shares of such series shall be
cumulative;
(iv) the redemption price or prices, if any, and the terms and
conditions on which shares of such series shall be redeemable;
(v) the requirement of any sinking fund or funds to be applied to the
purchase or redemption of shares of such series and, if so, the
amount of such fund or funds and the manner of application;
(vi) the rights of shares of such series upon the liquidation,
dissolution or winding up of, or upon any distribution of the
assets of, the corporation;
(vii) the rights, if any, of the holders of shares of such series to
convert such shares into, or to exchange such shares for, shares
of any other class, classes or series of stock and the price or
prices or the rates of exchange and the adjustments at which such
shares shall be convertible or exchangeable, and any other terms
and conditions of such conversion or exchange;
(viii) any other preferences and relative, participating, optional or
other special rights of shares of such series, and
qualifications, limitations or restrictions including, without
limitation, any restriction on an increase in the number of
shares of any series theretofore authorized and any
qualifications, limitations or restrictions of rights or powers
to which shares of any future series shall be subject.
(c) The number of authorized shares of Preferred Stock may be increased or
decreased by the affirmative vote of the holders of a majority of the
votes of all classes of voting securities of the Corporation without a
class vote of the Preferred Stock, or any series thereof, except as
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otherwise provided in the resolution or resolutions fixing the voting
rights of any series of the Preferred Stock.
2. Common Stock
(a) After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of Paragraph
1 of this Article 3), if any, shall have been met and after the
corporation shall have complied with all the requirements, if any,
with respect to the setting aside of same as sinking funds or
redemption or purchase accounts (fixed in accordance with the
provisions of Paragraph 1 of this Article 3), and subject further to
any other conditions which may be fixed in accordance with the
provisions of Paragraph 1 of this Article 3, then and not otherwise
the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of
Directors.
(b) After distribution in full of the preferential amount (fixed in
accordance with the Provisions of Paragraph 1 of this Article 3), if
any, to be distributed to the holders of Preferred Stock in the event
of the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding-up of the corporation, the holders of
Common Stock shall, subject to the rights, if any, of the holders of
Preferred Stock to participate therein (fixed in accordance with the
provisions of Paragraph 1 of this Article 3) be entitled to receive
all the remaining assets of the Corporation, tangible and intangible,
of whatever kind available for distribution to stockholders ratably in
proportion to the number of shares of Common Stock held by them
respectively.
(c) Except as may otherwise be required by law or by the provisions of
such resolution or resolutions as may be adopted by the Board of
Directors pursuant to Paragraph 1 of this Article 3, each holder of
Common Stock shall have one vote in respect of each share of Common
Stock held by him on all matters voted upon by the stockholders.
3. Other Provisions Related to Shares of Stock:
(a) No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or
series of stock or of other securities of the corporation shall have
any preemptive right to purchase or subscribe for any unissued stock
of any class or series or any additional shares of any class or series
to be issued by reason of any increase of the authorized capital stock
of the corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the corporation of any class or series, or
carrying any right to purchase stock of any class or series, but such
unissued stock, additional authorized issue of shares of any class or
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series of stock or securities convertible into or exchangeable for
stock, or carrying any right to purchase stock, may be issued and
disposed of pursuant to resolution of the Board of Directors to such
persons, firms, corporations or associations, whether such holders or
others, and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.
(b) The powers and rights of Common Stock shall be subordinated to the
powers, preferences and rights of the holders of Preferred Stock. The
relative powers, preferences and rights of each series of Preferred
Stock in relation to the powers, preferences and rights of each other
series of Preferred Stock shall, in each case, be as fixed from time
to time by the Board of Directors in the resolution or resolutions
adopted pursuant to authority granted in Paragraph I of this Section 3
and the consent, by Class or series, vote or otherwise, of the holders
of such of the series of are from time to time outstanding Preferred
Stock as for the issuance by the Board of shall not be required
Directors of any other series of rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the
powers, preferences and rights of such outstanding series, or any of
them; provided, however, that the Board of Directors may provide in
the resolution or resolutions as to any series of Preferred Stock
adopted pursuant to Paragraph 1 of this Article 3 that the consent of
the holders of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such series voting thereon
shall be required for the issuance of any or all other series of
Preferred Stock.
(c) subject to the provisions of subparagraph (b) of this Paragraph 3 of
this Article 3, shares of any series of Preferred Stock may be
authorized or issued from time to time as the Board of Directors in
its sole discretion shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors in its sole
discretion.
(d) Shares of Common stock may be issued from time to time as the Board of
Directors in its sole discretion shall determine and on such terms and
for such consideration as shall be fixed by the board of Directors in
its sole discretion.
(e) The authorized number of shares of Common Stock and of Preferred Stock
Preferred Stock may be increased or decreased from time to time by the
affirmative vote of the holders of a majority of the outstanding
shares of Common Stock and Preferred Stock of the corporation entitled
to vote thereon.
Each of the 4,675,000 issued and outstanding shares of the corporation's
common stock issued and outstanding on the date hereof shall forward split to
become fifty (50) shares and an aggregate of 233,750,000 shares with a
corresponding increase in the stated capital of the corporation. Any fractional
shares shall be rounded up to the next whole number."
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In witness whereof, the undersigned being the sole officer Victoria
Internet Services, Inc., a Nevada corporation, hereunto affixes his signatures
this 2nd day of November, 2011.
/s/ Leon Golden
-----------------------------------
Leon Golden, President
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