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Friday, January 01, 2021 11:27:11 AM
Our Chief Executive Officer has voting control over our shares and may determine important corporate actions.
We are authorized to issue 1,000,000 shares of Series A Preferred Stock (“Preferred A Shares”), 993,400 of which are outstanding and were issued to our Chief Executive Officer, Matthew Dwyer. Each Preferred A share is convertible into 50,000 shares of common stock and holds voting rights at 50,000 voting shares per each Preferred A Share, and, consequently equals 50 Billion Common Stock and 50 Billion capital Voting Shares, representing 97% of the outstanding shares or capital share vote, assuming such conversion or exercise of voting rights. These voting preferences may operate to the detriment of the rights of the holders of our Common Stock, and further, could be used by the Board of Directors as a device to prevent a change in control of the Registrant. Mr. Dwyer’s control over a majority of our outstanding voting power, would give him the ability to control future stock-based acquisition transactions, to fund employee equity incentive programs, and gives him the ability to elect certain directors and to determine the outcome of all matters submitted to a vote of our stockholders. This concentrated control eliminates other stockholders’ ability to influence corporate matters.
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