Discovery Minerals LTD (DSCR)

[Ryan8]

Stock promoters should learn how to read

What amendment was DSCR required to use. DSCR and the promoters of the stock keep on claiming without explanation how DSCR is in the clear by increasing authorized common stock capital, from 5,000,000,000 to 10,000,000,000 common shares. This action was taken without shareholder notice, vote or even mandatory disclosure of 11 OTC mandatory required reports.

Why does this matter?

In April 2018 DSCR had authorized common stock capital in the amount of 5,000,000,000 (5 billion) common shares. DSCR had an investor with a $300,000 convertible preferred shares that had no more common shares to convert into.

Management took a shortcut that harmed minority shareholders by increasing authorized common stock capital from 5,000,000,000 to 10,000,000,000. All without shareholder notice, approval, vote or even future disclosure of material "subsequent events"

Part 1 Wrong Use of Amendment W.S. 17-16-1005

17-16-1005. Amendment by board of directors.

(a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:

(i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(ii) To delete the names and addresses of the initial directors;

(iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(iv) If the corporation has only one (1) class of shares outstanding: (NOTE DSCR had 3 classes of outstanding stock report below

(A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.

(v) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(vi) To reflect a reduction in authorized shares, as a result of the operation of W.S. 17-16-631(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

(vii) To delete a class of shares from the articles of incorporation, as a result of the operation of W.S. 17-16-631(b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

(viii) To make any change expressly permitted by W.S. 17-16-602(a) or (b) to be made without shareholder approval.

Amendment DSCR was required to File Under

17-16-1003. Amendment by board of directors and shareholders.

Universal Citation: WY Stat § 17-16-1003 (1997 through Reg Sess) (a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:

(i) The proposed amendment shall be adopted by the board of directors;

(ii) Except as provided in W.S. 17-16-1005, 17-16-1007 and 17-16-1008, after adopting the proposed amendment the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflict of interest or other special circumstances it should not make such a recommendation in which case the board of directors shall transmit the basis for that determination to the shareholders;

(iii) The board of directors may condition its submission of the amendment to the shareholders on any basis;

(iv) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment;

(v) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this section require a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in W.S. 17-16-1004(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.

Now here is the proof with Scienter that management lied to the Wyoming Secretary of State.

1. DSCR had more than one class of security


1.A DSCR having 3 classes of outstanding securities, invalidates DSCR use of relying on W.S.17-16-1005 and requires W.S.17-16-1003.



1.B. Triangulated proof of DSCR mandatory OTC markets reports showing more than 1 class of security

DSCR - for period ending 6/30/2018.
This is BEFORE

Wyoming SOS increase in common stock from 5,000,000,000 to 10,000,000,000.



DSCR - for period ending 12/31/2018. This is AFTER Wyoming SOS increase in common stock from 5,000,000,000 to 10,000,000,000.



Articles of reincorporation submitted to WY SOS July 2018, showing multiple classes (3) of outstanding classes of stock.



This would make DSCR submission of this form untrue



And this document filed by management of DSCR would show scienter "state of mind of management" to lie, in order to carry out the amendment form 5,000,000,000 to 10,000,000,000 common shares.

ALL without shareholder notice, vote, or mandatory disclosures in all filed OTC market mandatory reports from 6/30/2018 to current.


For the cherry on top this would make this an
Overt Act



As proven by this filing










This along with the pump and dump and fake coin, creates 3 overt acts. This shows pattern of management scienter, and a lay up for a US Attorney to sequester a Grand Jury.

If you need anymore help understanding this fraud, let me know.