Looks like Tony's amending the conversion and voting.......
rights of the Preferred A and B shares.
Now they wouldn't cancel each other out, but it's not showing that it's been filed at TX SOS yet. The annual report is now showing up there.
A's get 4X's of the issued and outstanding commons.
Interesting.
Preferred Stock Series A
1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Preferred Stock Series
A”. It shall have 169,999,925 shares authorized at $0.0001par value per share.
2. CONVERSION RIGHTS.
a. If at least one share of Preferred Stock Series A is issued and outstanding, then the total aggregate issued shares of Preferred Stock Series A at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock which equals to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Preferred Stock Series B which are issued and outstanding at the time of conversion.
b. Each individual share of Preferred Stock Series A shall be convertible into the number of shares of Common Stock equal to:
[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + all shares of Preferred Stocks Series B issued and outstanding at time of conversion}]
divided by:
[the number of shares of Preferred Stock Series A issued and outstanding at the time of conversion]
3. ISSUANCE. Shares of Preferred Stock Series A may only be issued in exchange for the full controlling interest held by the Management or its designee.
4. VOTING RIGHTS.
a. If at least one share of Preferred Stock Series A is issued and outstanding, then the total aggregate issued shares of Preferred Stock Series A at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Preferred Stock Series B which are issued and outstanding at the time of voting.
b. Each individual share of Preferred Stock Series A shall have the voting rights equal to:
[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + all shares of Preferred Stocks Series B issued and outstanding at time of voting}]
divided by:
[the number of shares of Preferred Stock Series A issued and outstanding at the time of voting]
Preferred Stock Series B
1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Preferred StockSeries B”. It shall have 75 shares authorized at $0.0001 par value per share.
2. DIVIDENDS. The holders of Preferred Stock Series B shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.
3. ISSUANCE. Shares of Preferred Stock Series B may only be issued in exchange for the full controlling interestheld by the Management or its designee.
4. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Preferred Stock Series B, the holders of the Preferred Stock Series B shall be entitled to be paid out of the assets of the Corporation an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Preferred Stock Series B in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Preferred Stock Series B held by them. After the payment of the full applicable Preference Value of each share of the Preferred Stock Series B as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.
5. CONVERSION AND ANTI-DILUTION.
(a) Each share of Preferred Stock Series B shall be convertible, at any time, and/or from time to time, into the number of shares of the Corporation’s Common Stock, par value $0.0001per share, equal to the price of the Preferred Stock Series B, divided by the par value of the Common Stock, subject to adjustment as maybe determined by the Board of Directors from time to time (the “Conversion Rate”). For example, assuming a $1.00 price per share of Preferred Stock Series B, and a par value of $0.0001per share for Common Stock,each share of Preferred Stock Series B would be convertible into 500,000 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the “Conversion Date”) following the receipt by the Corporation of written notice from the holder of the Preferred Stock Series B of the holder’s intention to convert the shares of Series B Stock, together with the holder’s stock certificate or certificates evidencing the Preferred Stock Series B to be converted.
(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificateor certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series B Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Preferred Stock Series B unless, in the opinion of counsel to the Corporation, such transfer canbe made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.
All shares of Common Stock delivered upon conversion of the Series B Preferred Shares as provided herein shall be duly and validly issued and fully paid and non- assessable. Effective as of the Conversion Date, such converted Series B Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.
(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Preferred Stock Series B wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series B submitting such conversion notice.
(d) Shares of Preferred Stock Series B are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established prior to the reverse split. The conversion rate of shares of Preferred Stock Series B, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
6. VOTING RIGHTS. Each share of Preferred Stock Series B shall have ten votes for any election or other vote
placed before the shareholders of the Corporation.
7. PRICE.
(a) The initial price of each share of Preferred Stock Series B shall be $1.00.
(b) The price of each share of Preferred Stock Series B may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.
8. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Preferred Stock Series B may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.
Other than stated above the Preferred Stock Series A and Preferred Stock Series B do not have redemption or sinking fund provisions.
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