cybl_def14c.htm
SCHEDULE
14C
(RULE
14C-101)
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
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Preliminary
Information Statement
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þ
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Definitive
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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Cyberlux
Corporation |
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(Name of
Registrant As Specified In Its Charter) |
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Payment
of Filing Fee (Check the Appropriate Box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which the transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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Fee
paid previously with preliminary
materials
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check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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CYBERLUX
CORPORATION
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
North Carolina 27703
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY.
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Durham, North
Carolina |
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March 15,
2010 |
This
information statement has been mailed on or about *, 2010 to the stockholders of
record on *, 2010 (the “Record Date”) of Cyberlux Corporation, a Nevada
corporation (the "Company") in connection with certain actions to be taken by
the written consent by the majority stockholders of the Company, dated as
of February 23, 2010. The actions to be taken
pursuant to the written consent shall be taken on or about March 15,
2010.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED
HEREIN.
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By
Order of the Board of Directors, |
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/s/ John
W. Ringo |
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Chairman
of the Board |
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NOTICE
OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL
MEETING OF THE STOCKHOLDERS, DATED FEBRUARY 23, 2010
To Our
Stockholders:
NOTICE IS
HEREBY GIVEN that the following action will be taken pursuant to a written
consent of a majority of stockholders dated February 17, 2010, in lieu of a
special meeting of the stockholders. Such action will be taken on or
about February 23, 2010:
1. To
Amend the Company's Articles of Incorporation, as amended, to increase the
number of authorized shares of common stock, par value $.001 per share (the
“Common Stock”), of the Company from 10,000,000,000 shares to 20,000,000,000
shares
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the
Record Date, the Company's authorized capitalization consisted of 10,000,000,000
shares of Common Stock, of which 8,103,815,569 shares were issued and
outstanding as of the Record Date. Holders of Common Stock of the Company have
no preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock. As of the Record Date, the Company also had 50,000,000shares of
Series B preferred stock issued and outstanding. Each share of Series B
preferred stock is entitled to voting rights equal to ten times the
number of shares of Common Stock such holder of Series B Preferred Stock would
receive upon conversion of such holder's shares of Series B Preferred Stock. The
conversion price is $0.10 per share.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders. However, as a result of the voting rights of the Series B
preferred stockholders who hold fifty percent of the voting rights of all
outstanding shares of capital stock as of February 23, 2010, will have voted in
favor of the foregoing proposals by resolution dated February 23, 2010; and,
along with certain employees and shareholders, having sufficient voting power to
approve such proposals through their ownership of capital stock, no stockholder
consents other than those listed below will be solicited in connection with this
Information Statement., Alan H. Ninneman holds 10,000,000 shares of Series B
preferred stock, John W. Ringo holds 12,000,000 shares of Series B preferred
stock , Mark D. Schmidt holds 15,000,000 shares of Series B preferred stock,
David D. Downing holds 8,000,000 shares of Series B preferred stock and Richard
P. Brown holds 500,000 shares of Series B preferred stock. Combined, they hold
5,000,000,000 votes out of a total of 10,000,000,000 possible votes
on each matter submitted to the stockholders., Alan H. Ninneman, John W. Ringo,
Mark D. Schmidt, David D. Downing, and Richard P. Brown are the
shareholders who will have voted in favor of the foregoing proposals by
resolution dated February 23, 2010.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposal will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated
herein will be effected on or about the close of business on February 23,
2010.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to stockholders pursuant to
Section 78.370 of the Nevada General Corporation Law.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
following tables sets forth, as of February 23, 2010, the number of
and percent of the Company's common stock beneficially owned by
● all
directors and nominees, naming them,
● our
executive officers,
● our
directors and executive officers as a group, without naming them,
and
● persons or
groups known by us to own beneficially 5% or more of our common
stock:
The
Company believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock
beneficially owned by them.
A person
is deemed to be the beneficial owner of securities that can be acquired by him
within 60 days from February 23, 2010 upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants or convertible securities that are
held by him, but not those held by any other person, and which are exercisable
within 60 days of February 23, 2010 have been exercised and
converted.
| NAME
AND ADDRESS OF OWNER |
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TITLE
OF CLASS |
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NUMBER
OF SHARES BENEFICIALLY
OWNED
(1)
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PERCENTAGE
OF CLASS (2) |
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TOTAL VOTES
ENTITLED TO BE CAST ON SHAREHOLDER MATTERS (3) |
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PERCENTAGE
OF TOTAL VOTES ON SHAREHOLDER MATTERS (4) |
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Mark D.
Schmidt
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Common
Stock |
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21,128,280 |
(5) |
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0.26 |
% |
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1,521,121,280 |
(5) |
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17.68 |
% |
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Alan H.
Ninneman
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Common
Stock |
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24,892,986 |
(6) |
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0.31 |
% |
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1,024,892,986 |
(6) |
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11.91 |
% |
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| John W.
Ringo
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Common
Stock |
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12,252,986 |
(7) |
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0.15 |
% |
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1,212,252,986 |
(7) |
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14.09 |
% |
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David
D. Downing
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Common
Stock |
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8,500,000 |
(8) |
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0.10 |
% |
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808,500,000 |
(8) |
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9.40 |
% |
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Richard
P. Brown
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Common
Stock |
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28,628,980 |
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0.35 |
% |
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528,628,980 |
(9) |
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6.14 |
% |
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All
Officers,
Directors,
Employees
and Shareholders
As
a Group (5 persons)
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Common
Stock |
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95,396,232 |
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1.18 |
% |
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Mark
D.
Schmidt
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Preferred
B |
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15,000,000 |
(5) |
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30.00 |
% |
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Alan
H. Ninneman
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Preferred
B |
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10,000,000 |
(6) |
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20.00 |
% |
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John
W.
Ringo
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Preferred
B |
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12,000,000 |
(7) |
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24.00 |
% |
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David
D. Downing
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Preferred
B |
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8,000,000 |
(8) |
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16.00 |
% |
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Richard
P
Brown
4625
Creekstone Drive, Suite 130
Research
Triangle Park
Durham,
NC 27703
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Preferred
B |
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5,000,000 |
(9) |
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10.00 |
% |
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(1)
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of February 17, 2010 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.
(2) For
purposes of calculating the percentage beneficially owned, the number of
shares of each class of stock deemed outstanding include
4,526,864,598 common shares and 25,000,000 Preferred "B" Shares outstanding as
of December 30, 2009.
(3) This
column represents the total number of votes each named shareholder is entitled
to vote upon matters presented to the shareholders for a
vote.
(4) For
purposes of calculating the percentage of total votes on shareholder matters,
the total number of votes entitled to vote on matters submitted to shareholders
is 8,103,815,569, which includes: one vote for each share of common stock
currently outstanding (8,103,815,569) and 10 votes for each share of outstanding
Series B preferred stock which converts to 10 underlying shares of common stock
( 25,000,000 * 10 = 250,000,000 shares of common stock) for a
total Series B preferred votes of 2,500,000,000
(25,000,000 underlying shares of common stock * 10 votes per
share).
(5)
Includes 15,000,000 shares of Series B convertible preferred stock convertible
into 150,000,000 shares of common stock and the right to cast 1.500.000,000
votes.
(6)
Includes 10,000,000 shares of Series B convertible preferred stock convertible
into 100,000,000 shares of common stock and the right to cast 1,000,000,000
votes.
(7)
Includes 12,000,000 shares of Series B convertible preferred stock convertible
into 120,000,000 shares of common stock and the right to cast 1,200,000,000
votes.
(8)
Includes 8,000,000 shares of Series B convertible preferred stock convertible
into 80,000,000 shares of common stock and the right to cast 800,000,000
votes.
(9)
Includes 5,000,000 shares of Series B convertible preferred stock convertible
into 50,000,000 shares of common stock and the right to cast 500,000,000
votes.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
On February 17, 2010, the majority
stockholders of the Company approved an amendment to the Company’s Articles of
Incorporation, as amended, to increase the number of authorized shares of Common
Stock from 10,000,000,000 to 20,000,000,000 and to increase the number of
authorized shares of Preferred Stock from 50,000,000 to
100,000,000. The Company currently has authorized capital stock of
10,000,000,000 shares and approximately 8,103,815,569 shares of Common Stock are
outstanding and has authorized preferred stock of 50,000,000 and approximately
9,999,030 shares of Preferred Stock are outstanding as of February 17,
2010. The Board believes that the increase in authorized common and
preferred shares would provide the Company greater flexibility with respect to
the Company’s capital structure for such purposes as additional equity
financing, and stock based acquisitions.
INCREASE
IN AUTHORIZED COMMON STOCK
The terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any un-issued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares
of Common Stock will remain unchanged under this amendment.
As of the
Record Date, a total of 8,103,815,569 shares of the Company's currently
authorized 10,000,000,000 shares of Common Stock are issued and
outstanding. The increase in the number of authorized but un-issued
shares of Common Stock would enable the Company, without further stockholder
approval, to issue shares from time to time as may be required for proper
business purposes, such as raising additional capital for ongoing operations,
business and asset acquisitions, stock splits and dividends, present and future
employee benefit programs and other corporate purposes.
The
proposed increase in the authorized number of shares of Common Stock could have
a number of effects on the Company's stockholders depending upon the exact
nature and circumstances of any actual issuances of authorized but un-issued
shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be
issued by the Company so as to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company, even if the persons seeking to
obtain control of the Company offer an above-market premium that is favored by a
majority of the independent shareholders. Similarly, the issuance of
additional shares to certain persons allied with the Company's management could
have the effect of making it more difficult to remove the Company's current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. The Company does not have any other provisions
in its articles or incorporation, by-laws, employment agreements, credit
agreements or any other documents that have material anti-takeover
consequences. Additionally, the Company has no plans or proposals to
adopt other provisions or enter into other arrangements, except as disclosed
below, that may have material anti-takeover consequences. The Board
of Directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented with the intent
that it be utilized as a type of anti- takeover device.
There are currently no plans,
arrangements, commitments or understandings for the issuance of the additional
shares of Common Stock which are proposed to be authorized:
As a
reporting company, we are subject to the informational requirements of the
Exchange Act and accordingly file our annual report on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K, proxy
statements and other information with the SEC. The Public may read and copy any
materials filed with the SEC at the SEC’s Public Reference Room at
100 F Street, NE, Washington, DC 20549. Please call the SEC at
(800) SEC-0330 for further information on the Public Reference Room. As an
electronic filer, our public filings are maintained on the SEC’s Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is http://www.sec.gov. In addition, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act may be accessed free of charge through our website as
soon as reasonably practicable after we have electronically filed such material
with, or furnished it to, the SEC. The address of that website is
http://www.cyberlux.com.
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By
Order of the Board of Directors, |
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/s/ John
W. Ringo |
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John
W. Ringo |
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Chairman
of the Board |
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Durham,
North Carolina
March 15,
2010
EXHIBIT
A
Ross
Miller
Secretary
of State
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775 684
5708
Website:
secretaryofstate.biz
_______________________________
Certificate
of Amendment
(PURSUANT
TO NRS 78.385 AND 78.390
_______________________________
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:
Cyberlux
Corporation
2. The
articles have been amended as follows (provide article numbers, if
available):
Article
four has been amended to state that the total number of shares of stock of each
class which the Corporation shall have authority to issue and the par value of
each share of each class of stock are as follows:
| Class |
|
Par
Value |
|
|
Authorized
Shares |
|
| Common |
|
$ |
0.001 |
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20,000,000,000 |
|
| Preferred |
|
$ |
0.001 |
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100,000.000 |
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| Total |
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20,100,000,000 |
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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 of
series, or as may by the provisions of the* articles of incorporation have voted
in favor of the amendment is: 59.22%
4. Effective
date of filing (optional)
(must
not be later than 90 days after the certificate is filed)
5. Officer
Signature
(Required_: X_____________________________
* If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, the amendment must be
approved by vote. In addition to the affirmative vote otherwise required, of the
holders of shares representing a majority of the voting power of each class or
series affected by the amendment regardless of limitations or restrictions on
the voting power thereof.