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Re: ozzz post# 97631

Tuesday, 12/06/2016 8:45:42 AM

Tuesday, December 06, 2016 8:45:42 AM

Post# of 109742
Yes they are not taking in account for the 1.5 trillion common shares or 15,000 Convertible Preferred. O/S is now 1.5 trillion per 8k.

Now McKay can R/S without anyone's approval. And seriously he has to R/S to get the issued stock reduced. Its completely out of control now

8k shows TPAC has issued more shares than they have available. The A/S is 5 billion. 4.5 billion common. Well according to the 8k the common stock issued as of 11/30 was 4,268,880,936 and 14,959 Convertible Preferred with 14,959 Preferred at a 1 preferred = 1 million common conversion. That equates to 1,495,000,000,000 outstanding shares/common. So thats 1.5 trillion shares outstanding.


November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). As discussed below, each shares of Series B Preferred Stock is entitled to 100 million votes



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



The Company’s Articles of Incorporation authorizes the Company to issue 5,000,000 shares of preferred stock, $0.001 par value per share, issuable from time to time in or more series (“Preferred Stock”). On November 29, 2016, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series B Preferred Stock (the “Series B Designation”) which sets forth the rights, preferences and privileges of the Series B Preferred Stock (the “Series B Preferred”). Fifteen hundred (1,500) shares of Series B Preferred with a stated value of $10.00 per share were authorized under the Series B Designation

On September 8, 2016, William Reed McKay, our President and Chief Executive Officer of the Company gained control of the Company via issuance of the 10,000 shares of Series A Preferred Stock issued to him. Following issuance of such shares, the Company had 3,920,880,936 shares of common stock and 14,421 shares of Series A Preferred Stock outstanding. Based on the current conversion price, each share of Series A Preferred Stock is entitled to 1 million votes per share. Accordingly, there were 18,341,880,936 votes outstanding voting together as a single class on September 8, 2016. The 10,000 shares of Series A Preferred Stock issued to Mr. McKay (along with the 300 shares of Series A Preferred Stock then held by him) provided him with approximately 56% of the total votes, resulting in change of control. The shares of Series A Preferred were issued to Mr. McKay in consideration of services previously rendered to him. Prior to the issuance of the control block of Series A Preferred, no singular person had control of the Company, although the Series A Preferred as a class accounted for 53% of the total votes outstanding prior to the issuance of the 10,000 shares to Mr. McKay. The 1,300 shares of Series B Preferred Stock issued to Mr. McKay on November 30, 2016 (pursuant to which he received an additional 1.3 trillion votes) increased his voting control over the Company to approximately 86% based on 4,268,880,936, 14,959 and 1,500 shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock outstanding, respectively on such date (and thus 1,519,227,880,936 outstanding on such date). As discussed below, each shares of Series B Preferred Stock is entitled to 100 million votes

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