Item 3.03. Material Modification to Rights of Security
Holders.
On July
15, 2017, the Board of Directors of the Company and the majority
shareholders of the Company, approved a reverse stock split of the
outstanding shares of the Company’s Common Stock, par value
$0.0001 per share (the “Common Stock”), at a ratio of
1-for-100 (the “Reverse Stock Split”) effective on July
28, 2017. As a result of the reverse stock split, every 100 of the
Company’s old issued common stock will be converted into one
share of the Company’s new issued common stock.
Effective Date; Symbol;
CUSIP Number.
The Company filed appropriate documents with
FINRA (the Financial Industry Regulatory Authority) to effect the
Reverse Stock Split. In connection with the Reverse Stock Split, a
new CUSIP number has been requested, but has not yet been
received.
Split Adjustment; No
Fractional Shares.
On the Effective Date, the total number
of shares of the Company’s Common Stock held by each
stockholder will be converted automatically into the number of
whole shares of Common Stock equal to (i) the number of issued and
outstanding shares of Common Stock held by such stockholder
immediately prior to the Reverse Stock Split, divided by (ii)
100.
No
fractional shares will be issued, and no cash or other
consideration will be paid. Instead, the Company will issue one
whole share of the post-Reverse Stock Split Common Stock to any
stockholder who otherwise would have received a fractional share as
a result of the Reverse Stock Split.
Non-Certificated Shares;
Certificated Shares
. Stockholders who are holding their
shares in electronic form at brokerage firms do not have to take
any action as the effect of the Reverse Stock Split will
automatically be reflected in their brokerage
accounts.
Stockholders
holding paper certificates should send the certificates to the
Company’s transfer agent at the address given below. The
transfer agent will issue a new share certificate reflecting the
terms of the Reverse Stock Split to each requesting
stockholder.
Pacific
Stock Transfer
6725
Via Austi Parkway, Suite 300
Las
Vegas, Nevada 89119
Phone:
(702) 361-3033 or (800)
785-7782
Fax: (702) 433-1979
Capitalization.
As
of July 15, 2017, there were 24,724,000 shares of Common Stock
outstanding. As a result of the Reverse Stock Split, there will be
approximately 247,240 shares of Common Stock outstanding (subject
to adjustment due to the effect of rounding fractional shares into
whole shares).
After
the Reverse Stock Split, the Company’s authorized Common
Stock of 500,000,000 shares will remain unchanged.
The
Reverse Stock Split will not have any effect on the stated par
value of the Common Stock.
The
Reverse Stock Split does not affect the Company’s authorized
preferred stock.
Immediately after
the Reverse Stock Split, each stockholder’s percentage
ownership interest in the Company and proportional voting power
will remain virtually unchanged except for minor changes and
adjustments that will result from rounding fractional shares into
whole shares. The rights and privileges of the holders of shares of
Common Stock will be substantially unaffected by the Reverse Stock
Split.
The
Company does not have any common stock convertible securities that
are outstanding at this time.