That is correct IMO there is no reverse split happening.
From the DD I’ve completed, IMO, there is no reverse split happening presently nor has one been filed. That’s not to say there won’t be one, I’m just saying it aint happening right now.
Here are all the factual real documents I reviewed which led me to my opinion.
A Certificate of Amendment to Increase Authorized Share Count to 9 Billion was submitted by Lazar on September 9, 2020. The increase was all that the amendment established, nothing more.
On September 15, 2020 Form 10 Amendment No. 1 was filed.
- On page 13 the following is noted referencing the original share count, the outstanding share count and the amended share count.
“Liability and Cure for Unauthorized Issuance of Additional Securities
Prior to September 9, 2020, our Articles of Incorporation authorized the issuance of 75,000,000 shares of common stock, par value $0.001. As of our year end on May 31, 2020, we had 8,272,627,462shares issued and outstanding. This amount exceeded our authorized shares by 8,197,627,462 shares. In Nevada, the jurisdiction in which we are domiciled, the case law is clear on damages for over issued stock. The laws provide that the shareholder is entitled to force the issuer to swap the invalid shares for valid shares, if they are reasonably available. If valid shares are not reasonably available, which they were not, then the shareholder may recover from the issuer, the price the person or the last purchaser for value paid for it with interest from the date of his or her demand. As a result, based on information available, we recorded a liability on our balance sheet as of May 31, 2020 of $8,197,627 which equal the unauthorized times the par value of $0.001.
On September 9, 2020, we amended our Articles of Incorporation and increased the number of shares authorized to 9,000,000,000. The case law in Nevada is unclear on whether excess shares are “void” or “voidable”, therefore we may liable for our over issuance despite the fact that currently, the amount of authorized shares does not exceed the number of shares authorized.”
- On page 16 David Lazars ownership of common shares is listed.
“David Lazar, Chief Executive Officer and Director, Common Stock Beneficially Owned, 16,064,604”
On September 23, 2020, a CERTIFICATE OF DESIGNATION FOR SERIES A PREFERRED STOCK was submitted by Lazar.
- Exhibit 10.1 page 1 notes how many shares of stock will be deducted from the overall common share count and be listed as Series A Preferred Stock.
“ RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the“Articles of Incorporation”), there hereby is created, out of the Nine Billion Common Shares (9,000,000,000) shares of Common stock, par value $0.001 per share, of the Corporation authorized by the Corporation’s Articles of Incorporation (“Preferred Stock”), Series A Preferred Stock, consisting of One Hundred Million (100,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions
- Exhibit 10.1 page 3 provides the conversion rate of the Series A Preferred Stock.
“(a) Right to Convert. Subject to Section 4(c), each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the Series A Preferred Stock by the Series A Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Series A Conversion ratio shall be 100 Common Shares per each Preferred Share.”
- Exhibit 10.1 page 7 outlines the voting rights of the Series A Preferred Stock.
“Voting Rights. The holder of each share of Series A Preferred Stock shall have the right to 100 votes for each share of Common Stock into which such Series A Preferred Stock could then be converted, on an as-converted basis, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock with respect to any question upon which holders of Common Stock have the right to vote.”
On November 21, 2020 a STOCK PURCHASE AGREEMENT, was entered into, BY AND BETWEEN CUSTODIAN VENTURES,. LLC AND WEI TIAN.
- Stock Purchase Agreement Exhibit 99.1 page 1 outlines the purchase.
“WHEREAS, Seller owns 100,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of XXStream Entertainment, Inc., a Nevada corporation (the “Company”). This Agreement provides for the acquisition of the Shares by Buyer for a total purchase price of Two Hundred Twenty Thousand U.S. Dollars ($220,000) (the “Purchase Price”) on the terms and conditions set forth below.”
- Stock Purchase Agreement Exhibit 99.1 page 2 Section 2.6 Authorized Shares outlines the share count of Common Stock and Series A Preferred Stock prior to the close of the agreement.
“Section 2.6 Authorized Shares. The authorized capital of the Company consists, immediately prior to the Closing, of: (i) 8,900,000,000 shares of common stock, $0.001 par value per share,8,272,627,462 shares of which are issued and outstanding immediately prior to the Closing; and (ii) 100,000,000 shares of preferred stock, par value $0.0001, 100,000,000 of which are designated Series A Convertible Preferred Stock and 100,000,000 of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock and Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.”
On December 14, 2020 a Form 8-K was completed noting changes to the company.
- Form 8-K page 1 notes the changes in control.
“Item 5.01 Changes in Control of Registrant - On December 9, 2020, as a result of a private transactions, 100,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of XXStream Entertainment, Inc., a Nevada corporation (the “Company”), were transferred from Custodian Ventures, LLC to Wei Tian (the “Purchaser”). As a result, the Purchaser became an approximately 93% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder.”
Just an FYI - I highlighted the above because I find it very interesting. The present share structure is 8,900,000,00 Common Shares and 100,000,000 Series A Preferred Shares. The above states that Wei Tian is now in control of 93% of the voting rights of all shares. So if he owns 100,000,000 shares of Series A Preferred stock, and it notes that the 93% is based on a fully-diluted basis; meaning all stocks to be converted to Common Stock to get the fully-diluted share count and the accurate ownership percentage, he’d own 10,000,000,000 shares of common stock. So what figure is 10B 93% of; 10,752,688,172 shares. Now if Wei Tian’s share count is converted back to Series A Preferred Stock were left with only 752,688,172 Authorized Shares. I’m not an accountant by any means but wouldn’t that roughly be the share count if the Excess Stock Issuance was removed. Time will tell on that I guess.
Back to the Supposed Reverse Split.
All of the above were documents submitted to the SEC. Any relevant documents must also be submitted to NVSOS.
On September 23, 2020 a Certificate of Designation was submitted to the NVSOS stating the new Share Count of 9,000,000,000 Shares.
On November 21, 2020 Wei Tian took ownership of the XMET Shell. At this point David Lazar no longer has the authority to make changes with the NVSOS. It is now Wei Tian’s responsibility.
On February 24, 2021 a Certificate Pursuant to NRS 78.209 was filed with the NVSOS again stating the new share count of 9,000,000,000.
On February 24, 2021 another document was filed with the NVSOS stating the Share Structure of 8,900,000,000 shares of Common Shares and 100,000,000 shares of Series A Preferred Stock.
Now, since February 24, 2021, the new share structure document which was filed with the NVSOS has been posted everywhere with some saying it’s a Reverse Split. I have to disagree with the RS sentiment. If you reference what I listed above regarding the November 21, 2020 Stock Purchase Agreement outlining the agreed upon structure; its laid out very nicely in that document which perfectly match’s the current document from the NVSOS which is floating around presently.
IMO NO RS has been filed.
Full Steam ahead….. Go $XMET
RTX
