EX-3.1 2 ex3-1.htm EXHIBIT 3.1 EXHIBIT 3-1

 

 

 
 

 

SUPPLEMENT TO THE

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF
ON-AIR IMPACT, INC.

 

On-Air Impact, Inc. (the “Corporation”), a corporation organized and existing under Chapter 78 of the Nevada Revised Statutes, hereby certifies as follows:

 

1. This Certificate of Amendment (the “Certificate of Amendment”) amends certain provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on May 26, 2010, as amended (the “Certificate of Incorporation”).

 

2. Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

 

The name of the Corporation is Ecosciences, Inc.

 

3. Article 3 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

 

The aggregate number of shares that: the Corporation shall have the authority to issue is Five Hundred Million (500,000,000) shares of common stock with a par value of $0.0001 per share (the “Common Stock”), and Fifty Million (50,000,000) shares of preferred stock with a par value of $0.0001 per share (the “Preferred Stock”). The Preferred Stock shall have such designations, voting powers, preferences and relative participating optional or other special rights which shall be designated in such series or amounts as the qualifications, limitations and restrictions thereof shall be determined by the Board of Directors of the Corporation.

 

4. Article 3 is hereby further amended by adding the following as the last paragraph of Article 3:

 

Immediately upon the effectiveness of this Amendment to the Corporation’s Articles of Incorporation pursuant to the Nevada Revised Statutes (the “Effective Time”), each One (1) issued and outstanding share of the Corporation’s Common Stock, par value $0.0001 per share, shall be converted into Five Hundred (500) shares of Common Stock, as constituted following the Effective Time (the “Forward Split”). Any fractional share of Common Stock of the Corporation held by a stockholder immediately after the Effective Time as a result of the Forward Split, shall automatically and without further action, be rounded up to the nearest whole number of a fully-paid and non-assessable share of Common Stock of the Corporation. Immediately prior to the Effective Time, there were an aggregate of 673,503 shares of Common Stock issued and outstanding; and as a result of this Amendment, there will be an aggregate of 336,751,500 shares of Common Stock issued and outstanding. Following the Effective Time, the authorized shares of Common Stock shall remain Five Hundred Million (500,000,000) and the par value of the Common Stock shall remain $0.0001 per share. The Forward Split shall have no effect on the issued and outstanding Preferred Stock or the number of shares of Common Stock issuable upon the conversion thereof.

 

 
 

 

5. This Amendment was duly adopted in accordance with the provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes.

 

6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 3rd day of June 2014.

 

  By: /s/ Joel Falitz
  Name: Joel Falitz
  Title: President, Chief Executive
    Officer, Secretary and Treasurer

 

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