Black Dragon Resource Companies Inc (BDGR)

[Sheepdog]

I may have tunnel vision, but not about this. It just appears that Lanza has voted his one series "A" share so often he considers that the shareholders have no rights. The fact that he has never given proper notice of any such meeting nor any actions by consent as is required under Delaware law only speaks to the amount of damage he has done to the shareholders IMO.

Some "proofs" of my 20/20 vision on this matter:

From the company's information statement:

B. Item VI. - Common or Preferred Stock.

1. Each share of Common Stock is entitled to one vote and do not have any preemptive rights. Dividends if any are declared at the discretion of the Board of Directors.

2. Each share of Preferred Stock is entitled to dividend, voting, conversion and liquidation rights as follows:

1. Series A: Does not entitle the Holder to dividends; is entitled to vote with the Shares of the Company's Common Stock with voting rights equal to one and one half times the number of the total issued and outstanding shares of the Company entitled to vote; has no right of conversion to Common Stock; not entitled to receive any preference to any distribution of any of the assets or surplus of funds of the Company in liquidation.

From the state of Delaware corporations code:

212. Voting rights of stockholders; proxies; limitations.

(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.

Lanza's one share effectively negates this section with the malicious intent of denying the shareholders their rights under Delaware law and under other sections, Lanza and the Directors allowing Lanza to operate as he has, are personally liable to the shareholders IMO.

Lanza's "excuse" for "gibving himself this one share for $1.00 was that it is a poison pill to stave off hostile takeovers. Only his definition of a hostile takeover is the shareholders exercising their rights and maybe booting his lying ass out. (This is not a poison pill, this is an outright theft of the management of the company)