One shareholder holds a majority (approximately 64.4% of the total vote) of the issued and outstanding voting capital stock entitled to vote on the Action. The stockholder has voted for the following:
For the approval of an amendment to the articles of incorporation of the Company to approve the number of common shares of the Company authorized to be issued to 2,500,000,000 shares of common stock and the number of preferred shares of the Company to be 5 million shares (no change).
The Company has various convertible instruments outstanding more fully described in Note 8. Because the number of shares to be issued upon settlement cannot be determined under these instruments, the Company cannot determine whether it will have sufficient authorized shares at a given date to settle any other of its share-settleable instruments. As a result, under ASC 815-15 “ Derivatives and Hedging ” , all other share-settleable instruments must be classified as liabilities.
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