Eternal Image Inc (fka ETNLQ)

[lawrenzo]

clint did spell out what can/could be done with the preferred shares...

On February 12, 2009, the Company amended its certificate of incorporation by filing a Certificate of Designation of Voting Non-Convertible Preferred Stock of Eternal Image, Inc. (the “Certificate of Designation”). As a result, the holder of the Company’s common stock became subject to the rights and preferences of this series of preferred stock. The filing of this Certificate of Designation was approved and authorized by the Company’s Board of Directors on February 12, 2009. A copy of the Company’s Certificate of Designations which was effective on February 12, 2009, is attached as Exhibit 3.2 to this report, and the following summary of rights and preferences is qualified in all respects by the text of the Certificate of Designation, which is incorporated by reference in this Item 3.02.

* There are not conversion rights attached to Voting Non-Convertible Preferred Stock of Eternal Image, Inc.

* The holders of Voting Non-Convertible Preferred Stock are entitled to dividends on the basis of one share of Voting Non-Convertible Preferred Stock equals 10 shares of Common Stock.

* Upon any liquidation, dissolution or winding up of the Corporation, the holder of shares of Voting Non-Convertible Preferred Stock shall be entitled to receive an aggregate distribution amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10 times the aggregate amount to be distributed per share to holders of shares of Common Stock

* The holder of one share of the Voting Non-Convertible Preferred Stock shall have voting rights on all matters presented to shareholder equal to 10 shares of common stock.

All 50,000,000 shares of Voting Non-Convertible Preferred Stock are issued and outstanding and held by the Company’s Chief Executive Officer and Chairman of the Board of Directors, Clint Mytych. The aforementioned super voting rights have been designated to Mr. Mytych’s preferred stock in an attempt to restore his control position as it existed prior to the occurrence of events reported in the Company’s Current Report on Form 8-K filed on January 16, 2009 and incorporated by reference herein.

http://msnmoney.brand.edgar-online.com/DisplayFilingInfo.aspx?TabIndex=2&FilingID=6427098&companyid=250474&ppu=%252fDefault.aspx%253fticker%253dETNL