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HokieHead

02/17/17 4:59 PM

#1824 RE: rmarc #1823

Yes, SS and the preferred are too crazy imo.


Effective April 1, 2016, according to the Amended and Restated Articles of Incorporation, the authorized shares of the Company’s capital stock increased to fifty billion, two million and one hundred thousand (50,002,100,000) shares:

(i) forty billion (40,000,000,000) shares shall be registered Common Shares, par value of US$0.0001, per share;

(ii) five billion (5,000,000,000) shares shall be registered Class B Common Shares, par value US$0.0001 per share (the “ Class B Shares ”);

(iii) one million eight hundred and fifty thousand (1,850,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the “ Series A Preferred Shares ”), these Series A Preferred Shares will automatically convert, with no action by the holders thereof, into Common Shares at a rate of 1,000 Common Shares for each Series A Preferred Share, on the date that is five (5) business days following the distribution by the Company of a cash dividend to the shareholders of its Common Shares of all amounts received by the Company as a refund from the United States Internal Revenue Service in connection with the Company's 2014 federal tax return less a maximum of $20,000 which would solely be used to pay the Company’s obligation under a settlement agreement relating to the Strong v. Strong lawsuit (the “ Dividend ”). The Series A Preferred Shares are not participating shares and prior to conversion the holders thereof shall not receive any dividend or other distribution from the Company and no portion of the Dividend will be distributed for the benefit of the holders of Series A Preferred Shares. Prior to conversion, however, the holders of Series A Preferred shares shall be entitled to vote on all matters on which holders of Common Shares are entitled to vote and shall vote as if such Series A Preferred Shares had been converted, provided however, that the holders of Series A Preferred shares shall not be entitled to vote on any matter which would amend the terms of and restrictions on the Series A Preferred shares;

(iv) two hundred and fifty thousand (250,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the “ Series B Preferred Shares ”) with the holder of these Series B Preferred Shares having the right to convert such shares into Common Shares at a ratio of ten shares of Common Shares for each Series B Preferred Share held and having no other right;

(v) five billion (5,000,000,000) shares shall be registered preferred shares, each with a par value of US$0.0001 (the “ Series C Preferred Shares ”). The number of authorized Common Shares, Class B Common Shares, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution of the Board of Directors or the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Shares, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Shares Designation.



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willc218

02/20/17 11:28 AM

#1830 RE: rmarc #1823

but I cant tell you how many I've seen where the ta is "gagged" have run right to the moon... no disagreement on red flag but Im thinking this one os kind of going to be one of those that it kind of depends on who wants it to run and when... just off the cuff I say this is going to launch this week...