Colorado Secretary of State Date and Time: 05/01/ :07 AM ID Number: Document number: Amount Paid: $25.

Transcription

1 Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit Colorado Secretary of State Date and Time: 05/01/ :07 AM ID Number: Document number: Amount Paid: $25.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment filed pursuant to , et seq. and of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and entity name are ID number Entity name (Colorado Secretary of State ID number). Blue Diamond Ventures Inc 2. The new entity name (if applicable) is. 3. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional amendments or other information. 4. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 5. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) Notice: (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are. (mm/dd/yyyy hour:minute am/pm) Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered. 6. The true name and mailing address of the individual causing the document to be delivered for filing are Teknus Ken (Last) (First) (Middle) (Suffix) 535 N. Michigan Avenue (Street name and number or Post Office Box information) Chicago IL (City) (State) (Postal/Zip Code) United States (Province if applicable) (Country if not US) AMD_PC Page 1 of 2 Rev. 12/20/2016

2 (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user s legal, business or tax advisor(s). AMD_PC Page 2 of 2 Rev. 12/20/2016

3 AMMENDED ARTICLES OF INCORPORATION Blue Diamond Ventures, Inc. Pursuant to provisions of the Colorado Business Corporation Act, the undersigned adopts the following amendment and restatement to its Articles of Incorporation: I. Upon the filing of these Amended and Restated Articles of Incorporation, the name of the corporation will be remain Blue Diamond Ventures, Inc. 2. The Articles of Incorporation of this corporation are and restated in their entirety to read as follows: ARTICLE I Name The name of the Corporation is Blue Diamond Ventures, Inc. ARTICLE Purposes and Powers The Corporation shall have and may exercise all of the rights, powers or privileges now or hereafter conferred upon corporations organized under the laws of the State of Colorado, and shall have and may exercise all powers necessary or convenient to effect any of the purposes for which the Corporation has been organized. ARTICLE Capital Structure 3.1 Aggregate Shares, Class and Series. This Corporation is authorized to issue four classes of stock, which are n o n - voting Common Stock, v o t i n g Preferred Stock Series A, and non-voting Preferred Stock Series B, and non voting Preferred Stock Series C.. The shares of Common Stock which this Corporation is authorized to issue shall have a par value of One Tenth of One Cent per share. The t o t a l number of shares of Authorized Shares is 5,799,499,999 shares. The shares of Preferred Stock this Corporation is authorized to issue shall have a par value of One Tenth of One Cent per share. ($.001) T h e number of shares of Preferred Stock Series A this Corporation is authorized to issue is one (1) share. T he Corporation hereby designates one (1) series of Preferred Stock, namely Series A, which is non-convertible into common stock and holds 100% voting rights. The number of shares of Series B Convertible Preferred Stock the Corporation is authorized to issue is one hundred (100,000,000) shares. Each share of Series B Convertible Preferred Stock has a conversion into common as 1 share of Series B Preferred equals 3 shares of common stock. No other rights or privileges are assigned to this series of preferred stock.

4 The number of shares of Series C Convertible Preferred Stock the Corporation is authorized to issue is two hundred (200,000,000) shares. Each share of Series C Convertible Preferred Stock has a conversion into common as 1 share of Series C Preferred equals 10 shares of common stock. No other rights or privileges are assigned to this series of preferred stock. The Board of Directors, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Stock. (a) No shareholder of the corporation shall have any preemptive or similar right to acquire any additional unissued or treasure shares of stock, or for other securities of any class, or for right, warrants, options to purchase stock or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges. (b) The Board of Directors may, from time to time, distribute to the shareholders in partial liquidation, out of stated capital or capital surplus of the corporation, a portion of its assets, in cash or property, subject to the contained in the statutes of Colorado. 3.2 Consideration for Shares. Each share of stock, when issued, shall be fully paid and nonassessable. The shares of the Corporation shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the Board of Directors of the Corporation. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. The of the Board of Directors as to the value of any property or services received shall, in the absence of fraud or bad faith, be conclusive upon all persons. 3.3 Reverse Split of Common Stock. NONE ARTICLE I V Voting of Shares Preferred Series A Stock holds 100% voting rights. ARTICLE V Preemptive No holder of shares of the Corporation of any class shall have any preemptive or preferential right in or preemptive or preferential right to subscribe to or for or acquire any new or additional shares, or any subsequent issue of shares, or any unissued or treasury shares of the Corporation, whether now or hereafter authorized, or any securities convertible into or carrying a right to subscribe to or for or acquire any such shares, whether now or hereafter authorized.

5 ARTICLE Regulation of Internal Affairs 6.1 Bylaws. The Board of D irectors may amend or repeal the bylaws. The bylaw may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or these articles of incorporation. 6.2 of Shareholders and Vote Required. At all meetings of the shareholders, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum, unless the quorum required for the meeting has been fixed by orders of a court pursuant to and at any meeting at which a quorum is present affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be act of the shareholders, unless the vote of a greater proportion or number is required by the Colorado Business Corporation Act. 6.3 Registered Holder of Shares. The Corporation shall be entitled to treat the record holder of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from the shares. The Corporation shall not be bound to recognize any equitable or other claim to or interest in the shares or rights deriving from the shares on the part of any other person, including, without limitation, a purchaser, assignee or transferee of such shares or rights deriving from the shares, unless and until the purchaser, assignee, transferee or other person becomes the record holder of the shares, whether or not the Corporation shall have either actual or constructive notice of the interest. Until the purchaser, assignee or transferee of any of the shares of the Corporation has become the record holder of the shares, he or she shall not be entitled to receive notice of meetings, examine lists of the shareholders, receive dividends or other sums payable to shareholders, or own, enjoy and exercise any other property or rights deriving from the shares of the Corporation. 6.4 Indemnification. The Corporation shall, to the fullest extent permitted by the laws of the State of Colorado, indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, by reason of the fact that he or she is or was a director, officer, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. The right of indemnification shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person to the fullest extent allowed by the laws of the State of Colorado, except as may be limited by the bylaws from time to time in effect.

6 6.5 Insurance. The Corporation shall have the power, consistent with Colorado law, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have authority to indemnify or her against the liability under the provisions of these articles, or under law. ARTICLE VII Directors Limitation of Personal Liability of Directors. To the extent permitted by the Colorado Business Corporation Act, as the same may be amended and supplemented, no director of the Corporation be personally liable to the Corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; except that the foregoing shall not eliminate of limit the liability of a director to Corporation or to its shareholders for monetary damages: (i) for any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for acts specified in of the Colorado business Corporation Act; or (iv) for any transaction from which the director derived an improper personal 3. The date the following to the Articles of Incorporation was adopted: April 28, Indicate in was adopted (mark only one): No shares have been issued or Directors Elected - Adopted by 5. Delayed effective No shares have been issued but Directors Elected - Adopted by the board of directors Shares have been issued but shareholder action was not required - Adopted by the board of directors The number of votes cast for the by each voting group entitled to vote separately on the was sufficient for approval by that voting group - Adopted by the shareholders