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Com'on Orie! Send some love the shareholders' way!
Waiting patiently to hear from Orie!
I understand! And good luck.
C u in Vegas, at some point
That was supposed to be s āthumbs upā
Hey SFT, wrong board??
We NEED to hear from Orie.
Why do you think it is fake?
Hey KBP- I meant a PR with details future steps, plans, etc.
It can happen overnight with a PR.
Not sure of the 2nd part. But, Iām with you on the first part - by not communicating a clear vision and path forward, Orieās actions look like they are random efforts to see what works. This is instilling uncertainty and investors are walking away!
Orie needs to communicate a solid plan and whatās in his head.
Still holding.
Iām wondering if people are losing confidence in Orie. Investors are not clear on what Orie is doing or why or what the plan is.
We need to hear from Orie regarding his plans. Until then, I suspect, everybody will be on the sidelines.
Gotcha! Thanks. We r currently at 2B OS. So, the need for 30B OS is for acquisitions. Thatās the assumption?
I was under the impression that this was already done! Whatās new?
Information Statement - All Other (definitive) (def 14c)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
GEX MANAGEMENT , INC.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) 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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GEX MANAGEMENT, INC.
1701 W Northwest Highway,
Grapevine, TX 76051
To the Holders of Common Stock of GEX Management, Inc.:
GEX Management, Inc., a Texas corporation (the āCompanyā), on May 21, 2019, obtained written consents from stockholders holding a majority of the outstanding voting stock of the Company to approve an amendment of the Companyās articles of incorporation, as amended, to increase the number of authorized shares of common stock to 30,000,000,000.
The details of the foregoing actions and other important information are set forth in the accompanying Information Statement. The board of directors of the Company has unanimously approved the above actions.
Under Section 6.201 of the Texas Business Organization Code, action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of voting stock of the Company approved the foregoing actions. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of the foregoing actions by less than unanimous written consent of the stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Srikumar Vanamali
Srikumar Vanamali, Director and Interim CEO
June 24, 2019
GEX MANAGEMENT, INC.
INFORMATION STATEMENT
CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
General Information
This Information Statement is being furnished to the stockholders of GEX Management, Inc., Texas corporation (āCompany,ā āwe,ā āusā or āourā), to advise them of the corporate action described herein, which has been authorized by the written consent of stockholders owning a majority of the Companyās voting stock, in accordance with the requirements of the Texas Business Organization Code.
Our board of directors has determined that the close of business on May 21, 2019 was the record date (āRecord Dateā) for the stockholders entitled to notice about the actions authorizing the amendment of our articles of incorporation to increase the number of authorized shares of common stock to 30,000,000,000. The foregoing amendment is referred to herein as the āAction.ā
Under Section 6.201 of the Texas Business Organization Code, any action required or permitted by the Texas Business Organization Code to be taken at a meeting of stockholders of a Texas corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.
As of the Record Date, Srikumar Vanamali and Shaheed Bailey, who then owned of record 800,000 shares of our Series A1 Voting Preferred Stock (āSuper Voting Preferred Stockā), representing 51% of our outstanding shares of voting stock as of the Record Date, executed and delivered to us a written consent authorizing and approving the Action.
Name of Preferred Stock Holder
Series A Voting
Preferred Stock Held
Percentage of Voting Equity in Favor of Action
Srikumar Vanamali 400,000 25.5 %
Shaheed Bailey 400,000 25.5 %
Total 800,000 51.0 %
Accordingly, the Action has been approved by the holders of a majority of our outstanding shares of voting stock and no further vote or further action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the Action by less than unanimous written consent of our stockholders. Stockholders do not have any dissenter or appraisal rights in connection with the Action.
On May 21, 2019, our board of directors approved the amendment of our articles of incorporation to increase the number of authorized shares of Common Stock to 30,000,000,000 and authorized our officers to deliver this Information Statement.
Our executive offices are located at 1701 W Northwest Highway, Grapevine, Texas 76051.
1
Interest of Persons in Matters to be Acted Upon
No officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Actions other than as discussed herein.
VOTING SECURITIES
At the time of the stockholder action our issued and outstanding voting securities consisted of shares of Common Stock and Super Voting Preferred Stock. There were 789,425,581 shares of Common Stock issued and outstanding as of the Record Date and 800,000 shares of Super Voting Preferred Stock issued and outstanding as of the Record Date.
The rights of Super Voting Preferred Stock are set forth in the Certificate of Designations filed with the State of Texas. The Super Voting Preferred Stock ranks senior to the Corporationās Common Stock but junior to any class or series of the Corporationās preferred stock hereafter created and/or issued. Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder of the Super Voting Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Corporationās Common Stock and shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock having the right to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. For so long as Super Voting Preferred Stock is issued and outstanding, the holders of Super Voting Preferred Stock shall vote together as a single class with the holders of the Corporationās Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Super Voting Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Super Voting Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.
Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Super Voting Preferred Stock shall not be entitled to receive dividends, and the holders of Super Voting Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Super Voting Preferred Stock nor shall the shares of Super Voting Preferred Stock be convertible into shares of the Corporationās Common Stock. The holder or holders of the Super Voting Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
2
INCREASE IN AUTHORIZED COMMON STOCK
We are increasing our authorized shares of Common Stock because we will likely be required, in connection with the ongoing operation of our business, to issue shares of Common Stock, options, awards and warrants for financing our future operations, authorizing requisite share reserves per contractual terms to convertible note issuers, for acquiring other businesses, for forming strategic partnerships and alliances, and for stock dividends and stock splits. No such specific issuances are currently anticipated.
Accordingly, our board of directors believes it is in our best interests and the best interests of our stockholders to increase the number of authorized shares of Common Stock to provide a sufficient number of authorized and reserved shares to allow for the issuance of shares of Common Stock or other securities in connection with the financing of our operations, authorizing require share reserves per contractual terms to convertible note partners, the acquisition of other businesses, the establishment of joint ventures, and such other purposes as our board of directors determines.
The increase in the number of authorized shares of Common Stock to a level that continues to provide a meaningful number of authorized but unreserved shares will permit our board of directors to issue additional shares of Common Stock without further approval of our stockholders, and our board of directors does not intend to seek stockholder approval prior to any issuance of the authorized capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance of additional shares of Common Stock may result in substantial dilution to our existing stockholders, and such issuances may not require stockholder approval.
3
The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and on the equity and voting power of existing holders of Common Stock. It may also adversely affect the market price of Common Stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans, the market price of Common Stock may increase.
The holders of Common Stock are entitled to receive dividends when, as, and if declared by our board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock having preference over Common Stock. Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to Common Stock. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by our stockholders.
On the Record Date, the amendment of our articles of incorporation, as amended, to increase the number of authorized shares of Common Stock to 30,000,000,000 was approved by the written consent of stockholders representing approximately 51.0% of our outstanding voting stock. On May 21, 2019, our board of directors approved such amendment. The approval of the amendment of our articles of incorporation, as amended, to authorize the increase of the number of authorized shares of Common Stock to 30,000,000,000 required such board approval and the affirmative vote of stockholders representing a majority of our outstanding voting securities. Such requirements have been met, so no vote or further action of our stockholders is required to approve the amendment of our articles of incorporation to authorize the increase of the number of authorized shares of Common Stock to 30,000,000,000. You are hereby being provided with notice of the approval of such amendment by less than unanimous written consent of our stockholders.
Promptly after the twentieth day after the date this Information Statement has first been sent to stockholders, we intend to take all other required actions to complete the amendment of our articles of incorporation to increase the number of authorized shares of Common Stock to 30,000,000,000 consistent with the foregoing.
4
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We are delivering this Information Statement to all stockholders of record as of the Record Date. Stockholders residing in the same household who hold their shares in the name of a bank, broker or other holder of record may receive only one Information Statement if previously notified by their bank, broker or other holder. This process, by which only one Information Statement is delivered to multiple security holders sharing an address, unless contrary instructions are received from one or more of the security holders, is called āhouseholding.ā Householding may provide convenience for stockholders and cost savings for companies. Once begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within the household.
Copies of this Information Statement are available promptly by emailing to GEX Management, Inc., Attn: Investor Relations, 1701 W Northwest Highway, Grapevine, TX 76051 or via email to info@gexmanagement.com. If you are receiving multiple copies of this Information Statement, you also may request in writing to receive a single copy of this Information Statement by writing to GEX Management, Inc., Attn: Investor Relations, 1701 W Northwest Highway, Grapevine, TX 76051 or email to info@gexmanagement.com.
GEX MANAGEMENT, INC.
June 24, 2019
5
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GEX MANAGEMENT, INC.
6
7
8
EXHIBIT B
NOTICE OF ACTION BY WRITTEN CONSENT
OF THE HOLDERS OF VOTING PREFERRED STOCK
OF
GEX MANAGEMENT, INC.
Please take note, pursuant to Section 9 of Article I of the Bylaws of GEX Management, Inc, a Texas Corporation (the āCorporationā) and Section 6.201 of the Texas Business Organization Code, holders of more than fifty per cent of the voting rights attributable to shares in the Series A1 Voting Preferred Stock of the Corporation (the āStockholdersā) have given their written consent to the adoption of the following resolutions:
WHEREAS , the Corporationās Board of Directors (āthe Boardā) believes it is in the best interest of the Corporation to restructure the Corporationās balance sheet; and
WHEREAS , in order to facilitate the restructuring of the Corporationās balance sheet, the Board deem it advisable to increase the Corporationās authorized common stock to 30,000,000,000 shares of common stock par value $0.001 par value per share (the āIncreaseā); and
WHEREAS , the Stockholders believe that the Increase is in the best interest of the Corporation and its stockholders as it will provide the Corporation with the capital necessary to fully execute on its business plan, and
WHEREAS , the Stockholders deem it advisable to undertake the Increase.
NOW THEREFORE , it being in the best interests of the Corporation, it is hereby:
RESOLVED , that the Corporation is authorized to amend its Certificate of Incorporation/Bylaws to effectuate the Increase; and it is further,
RESOLVED , that any officer of the Corporation be, and each of them hereby is, authorized to cause to be prepared and filed with the Secretary of State of the State of Texas, a Certificate of Amendment of the Corporationās Certificate of Incorporation/Bylaws in the form attached hereto; and it is further,
RESOLVED , that any officer of the Corporation be, and each of them hereby is authorized and directed to execute and deliver on behalf and in the name of the Corporation all such other supporting or related documents and instruments and to make any such filings with the appropriate governmental agencies and exchanges, and incur any cost or expense in connection therewith as may be determined by any such officer to be reasonably necessary to accomplish the purpose of these Resolutions and to do all other things and acts which any such officer may determine to be necessary and appropriate to carry out the purposes of these Resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, documents or amendments, as the case may be) and all actions heretofore taken by any director or officer of the Corporation in connection with the subject of the foregoing recitals and Resolutions are, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation; and it is further
RESOLVED , that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Stockholders of the Corporation, duly called; and it is further,
RESOLVED , that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document.
FURTHER RESOLVED , that any action taken or to be taken by the Corporationās Officers for and on behalf of the Corporation in connection with the foregoing resolutions are hereby ratified and approved as the actions of the Corporation
The signature below are the genuine signatures of such persons
GEX Management, Inc.
/s/ Srikumar Vanamali
Srikumar Vanamali, Interim Chief Executive Officer, Executive Director and Series A1 Preferred Voting Stockholder
/s/ Shaheed Bailey
Shaheed Bailey, Interim Chief Investment Officer, Director and Series A1 Preferred Voting Stockholder
9
Iām in both also. I hope, nah - I know, I picked 2 of the best!
L$S
Agreed! This is another diamond in the rough! Buying is the easy part. Having patience is the difficult part!
L$S
Go $TSOI
Great post Dreams! Thanks for posting! The word is spreading and soon, we will see more patient testimonials.
Great video
L$S
Go $CELZ
Gotcha! Sorry, I was talking about something else.
No idea what those mean
I use Fidelity which does not allow for trades of 10,000,000. So I am forced to go less than 10mm. For every trade, I need to commission! So I try to maximize the purchase quantity, to be below10mm shares and dilute the trade fees across as as many shares as possible.
Hope this helps, and I suspect it is similar with other trading companies.
Isnāt that a great statement? People need to stand in line to get the procedure!
Love it!
Go CELZ!
L$S
GM all - We are climbing up the list on Breakout Board.
More eye!
L$S
Smart idea. May be I'll do the same.
If you do sell, I hope for some profit. If you can fight the temptation, ....I see around 0.002 pps -IMO. Thatās what I see and what I am holding for.
I could Sell at 0.0005 or 6, but Iām hold my shares a little longer.
GLTY
Go GXXM!
That's great! Congratulations.
Wait till the next set of PRs start rolling out. You will be a richer man.
Agreed!
Iām not going anywhere.
With the Brains, low float, RTT, Partnerships in MX, Revs, this is a no brainer, especially at these prices
L$S
Hey Ithica, what conf. Call?
Hi Chaka,
I was able to add 2 mil yesterday and I am very happy with it.
The float is still tight and hopefully, we will see a good update soon.
L$S
Some one making a mistake and putting in a market sell instead of a limit sell for a couple of million shares makes sense. But for 200+ million shares....?
I donāt know.
Congratulations on your milli.
My impression is/was that the conversion/dilution started a while back and ended/competed today. That's the way I read the 8k.
I agree. This was to create FUD.
Mine too. I was surprised, but happy.
There was no reason for the āpoundingā we received. We had good news, we have a very tight Float still, etc.
I think people are waiting for a series or PRs related to RTT, etc.
I was able to add 1mil at 12 and another at 15. I think we r good.
L$S
Now would be a good time to get a PR from the company!
Wow, took a long time for my remaining 15's to show upon the bid
I slapped the 15's on the ask. Got a partial fill and remainder is not showing on the bid.
Yep! But, conversions DONE! Time to move up!
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 18, 2019
THERAPEUTIC SOLUTONS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
000-54554
45-1226465
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
4093 Oceanside Boulevard, Suite B
Oceanside, California 92056
(Address of Principal Executive Offices and Zip Code)
(760) 295-7208
(Issuer's telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2019, Jadi Cell, LLC, holder of a Convertible Note dated June 01, 2019, exercised their rights under the conversion for $153,552 converted into common shares of TSOI at 0.0016 per share for 95,970,000 common.
Item 9.01 Financial Statements and Exhibits.
No.
Description
10.1
Convertible Note between TSOI and Jadi Cell, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 18, 2019
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.
By: /s/ Timothy Dixon
Timothy Dixon
Chief Executive Officer
Interestingly, the pps is reflective of ā0ā revs as people only see the 2 lost contracts. With the 2 new large contracts, if I estimated Revs of $250k for 2019, with 1B OS, our pps should be at 0.00025 at 1X valuation. We know (I think) the valuation should be, at a min., 10x, and the revs are going to be higher than 250k for 2019.
So, Iām looking for a pps of $0.0025 in the short-term.
Jimo