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surfkast

04/05/20 9:36 AM

#82328 RE: surfkast #82327

Series C Preferred Stock



The Company is authorized to issue 250,000 shares of Series C Preferred Stock at a par value of $1. The Series C Preferred Stock shall have no liquidation preference over any other class of stock and there will be no dividends due or payable on the Series C Preferred Stock, The Preferred Stock can be converted to common stock, at a conversion rate of 66 common shares for each preferred stock. The Company evaluated the conversion feature and concluded that it did not qualify as a derivative transaction. The Company evaluated the convertible preferred stock under FASB ACS 470-20-30 and determined it does not contain a beneficial conversion feature.



On December 22, 2017, the board of directors approved the issuance of 191,226 shares of Series C Convertible Preferred Stock to four officers as part of compensation of $15,000 per officer.



There were no issuances of the Series C Preferred Stock during the year ended May 31, 2017.



As of May 31, 2018 and 2017, 250,000 and 58,774 shares of Series C Preferred Stock were issued and outstanding.