sorry took a minute to get back..I was just referring to this saying that he could have a potential claim against them and take back full control..from there of course i guess it could be merged back in..but what if he choses not to or the creditors somehow stipulate he's not allowed to do so?..I mean I don't see why they should care as long as they get paid back either way..just the claim against Italk part didn't sit well..especially after they somehow offered preferred shares for a merger when they probably had to know they weren't even authorized to issue preferred shares at all...lol..I don't know if this was done purposely..or if it somehow an honest mistake?...and if your Lee..wouldn't he think to check on something like that?..did both sides miss it somehow?
pg 6 of february 20th filing
In order to effectuate the Agreement, Italk must have the ability to issue preferred stock.
Italk does not have authority to issue multiple stock classes. As a Nevada Corporation, Italk
must comply with the provisions of Nevada Revised Statutes (“NRS”) Chapter 78, which is
Nevada’s general for-profit corporations act. Pursuant to NRS 78.195(1), “the articles of
incorporation must prescribe, or vest authority in the board of directors to prescribe” various
provisions pertaining to multiple classes of stock. Here, no such provision exists in Italk’s
original 2006 Articles of Incorporation or the 2012 Articles of Merger. Thus, Italk does not have
properly delegated authority under its Article of Incorporation for its Board to designate Series A
or Series B preferred stock and cannot issue the preferred stock referenced in the Agreement. As
a result of this, while Italk is currently the legal shareholder of UMS Corp. and its subsidiary, the
Debtor,Lee has a potential claim against Italk to rescind the Agreement and return to his
position as the sole shareholder of UMS Corp., the parent of the Debtor
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