Exobox Technologies Corp (EXBX)

[FunkyCoolModena]

Why would pre-Shaun Irvine shareholders want an election in which Shaun Irvine holds 500,000,000 shares of common stock?

How stupid would that be?

I call bullsh!t on the 8-K below. I hope the Courts finally agree to look into this transaction and ultimately reverse it.

Just my opinions here!



http://www.sec.gov/Archives/edgar/data/1335002/000100233414000055/exobox8knov2014amd.htm



Item 3.02. Unregistered Sales of Equity Securities.




Effective upon the filing of the amendment to the Articles of Incorporation set forth in Item 5.03, the Company accepted the conversion by Mr. Shaun Irvine, the executive officer and director, of his 5,000 shares of Series D Convertible Preferred Stock according to their terms into 500,000,000 shares of common stock. Upon the conversion of all 5,000 outstanding shares of Series D Convertible Preferred Stock into common stock, the Series D Convertible Preferred Stock, which was authorized by the Certificate of Designation filed on January 20, 2014, shall cease to be authorized.



The conversion was exempt from registration under Securities Act Section 3(a)(9) as an exchange of securities of the issuer without the payment of additional consideration.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On November 25, 2014, the Company filed a previously approved amendment to its Articles of Incorporation. The amendment was approved by the Board of Directors and by the majority shareholder acting by consent action pursuant to the Nevada General Corporation Law. The amendments are as follows: the number of authorized common stock was increased from 500 million to 3,000,000,000 shares; the par value was reduced from $.001 to $.00001 per share; the previously authorized but unissued Series A, B and C Convertible Preferred Stock was deleted; and the Series D Convertible Preferred Stock was also deleted effective upon the conversion of all 5,000 outstanding shares. (See Item 3.02 above) The par value of the common and preferred stock was reduced since the common stock is currently trading below par value.



The increase in authorized common stock and the elimination of the specifically authorized Series A-D of preferred stock was to simplify the Company’s capital structure. The Articles of Incorporation authorized the issuance of up to 10 million shares of preferred stock, with such preferences and limitations as may be determined by the Board of Directors. That provision was unchanged in the amendment, but since the Series A-D Convertible Preferred Stock was eliminated, the full 10 million shares are available for issuance. The Company has no present plans to authorize the issuance of any of the preferred stock.



http://www.sec.gov/Archives/edgar/data/1335002/000100233414000055/exobox8knov2014amd.htm