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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCOPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Exhibits
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Document Description
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3.3
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Amended Articles of Incorporation
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KALLO INC.
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BY:
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JOHN CECIL
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John Cecil
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CEO & Chairman
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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1. Name of corporation:
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KALLO INC
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2. The articles have been amended as follows:
(provide article numbers, if available)
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3. Shares
The aggregate number of shares that the Corporation will have authority to issue is Fifteen Billion, One Hundred Million (15,100,000,000) of which Fifteen Billion (15,000,000,000) shares will be common stock with a par value of $0.00001 per share, and One Hundred Million (100,000,000) shares will be preferred stock with a par value of $0.00001 per share.
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3. The vote by which the stockholders holding shares in the corporation entitling 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 a vote 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:
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7,724,159,747 – 72.10%
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4. Effective date and time of filing: (optional)
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Date:
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Time:
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(must not be later than 90 days after the certificate is filed)
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5. Signature: (required)
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X JOHN CECIL
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Signature of Officer
John Cecil, CEO
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
Revised: 1-5-15
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(a) | The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue; |
(b) | Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption; |
(c) | The amount payable upon shares in the event of voluntary or involuntary liquidation; |
(d) | Sinking fund or other provisions, if any, for the redemption or purchase of shares; |
(e) | The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; |
(f) | Voting powers, including but not limited to super voting rights and the right to have the preferred stock vote as a single class with the common shares on all matters submitted to shareholders; and, |
(g) | Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our Board of Directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada. |
(a) | Right to Indemnification. The Corporation will indemnify to the fullest extent permitted by law any person (the "Indemnitee") made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he or she is or was a director of the Corporation or is or was serving as a director, officer, employee or agent of another entity at the request of the Corporation or any predecessor of the Corporation against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding. |
(b) | Inurement. The right to indemnification will inure whether or not the claim asserted is based on matters that predate the adoption of this Section 5, will continue as to an Indemnitee who has ceased to hold the position by virtue of which he or she was entitled to indemnification, and will inure to the benefit of his or her heirs and personal representatives. |
(c) | Non-exclusivity of Rights. The right to indemnification and to the advancement of expenses conferred by this Section 5 are not exclusive of any other rights that an Indemnitee may have or acquire under any statue, bylaw, agreement, vote of stockholders or disinterested directors, the Certificate of Incorporation or otherwise. |
(d) | Other Sources. The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at the request as a director, officer employee or agent of another corporation, partnership, joint venture, trust, enterprise or other entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement or expenses from such other entity. |
(e) | Advancement of Expenses. The Corporation will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding from which he or she is indemnified by the Corporation, in advance of the final disposition of such proceeding; provided that the Corporation has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses. |