Item 5.02 AMENDMENT TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE
IN FISCAL YEAR
CORPORATE CAPITALIZATION
The
Board of Directors has determined it is in the best interest of the
corporation to authorize
the
total number of shares this corporation is authorized to issue is
Ten Billion (10,000,000,000) and to amend the par value of the
common shares to be $0.00001 allocated as follows among these
classes and series of stock.
COMMON SHARES
Common Stock Class, par value $0.00001 per share of which the
corporation shall be authorized to issue Nine Billion, Nine Hundred
and Eighty-Four Million, Nine Hundred, Ninety-Nine Thousand, Nine
Hundred and Ninety-Six (9,984,999,996) shares;
PREFERRED SHARES
Preferred Stock Class, par value $0.00001 per share of which the
corporation shall be authorized to issue Fifteen Million and Four
(15,000,004) shares.
CLASS A PREFERRED
The class of stock of this corporation heretofore named
“Preferred Stock” shall be named and designated
“Series A Preferred Stock”. It shall have Four (4)
shares authorized at $0.0001 par value per
share.
CLASS B PREFERRED
The
Board of Directors has deemed it advisable to Authorize 10,000,000
Class B Preferred stock with a Par Value of $0.00001.
CLASS C PREFERRED
The
Board of Directors has deemed it advisable to Authorize 5,000,000
Class C Preferred stock with a Par Value of $0.00001.
5.2 CERTIFICATE OF DESIGNATION, SERIES A PREFERRED
STOCK
The
class of stock of this corporation heretofore named
“Preferred Stock” shall be named and designated
“Series A Preferred Stock”. It shall have Four (4)
shares authorized at $0.0001 par value per share.
5.3 CONVERSION RIGHTS.
a.
If at least one
share of
Series A Preferred
Stock
is issued and outstanding, then the total aggregate
issued shares of Series A Preferred Stock at any given time,
regardless of their number, shall be convertible into the number of
shares of Common Stock which equals 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 Series B and Series C Preferred Stocks which are issued
and outstanding at the time of conversion.
b.
Each individual
share of Series A Preferred Stock 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 conversion + all shares of Series B and
Series C Preferred Stocks issued and outstanding at time of
conversion}]
divided
by:
[the
number of shares of Series A Preferred Stock issued and outstanding
at the time of conversion]
5.4
ISSUANCE.
Shares
of Preferred Stock may only be issued in exchange for
the
partial
or full retirement of debt held by Management, employees or
consultants, or as directed by a majority vote of the Board of
Directors. The number of Shares of Preferred Stock to be issued to
each qualified person (member of Management, employee or
consultant) holding a Note shall be determined by the following
formula:
For
retirement of debt:
n
∑
x
i
=
number of shares of Series A Preferred Stock to be
issued
i
= 1
where
x
1
+
x
2
+
x
3
…+…
x
n
represent the discrete notes and other obligations owed the lender
(holder), which are being retired.
5.5
VOTING
RIGHTS
.
a.
If at least one
share of Series A Preferred Stock is issued and outstanding, then
the total aggregate issued shares of Series A Preferred Stock 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 Series B and
Series C Preferred Stocks which are issued and outstanding at the
time of voting.
b.
Each individual
share of Series A Preferred Stock 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 Series B and Series C
Preferred Stocks issued and outstanding at time of
voting}]
divided
by:
[the
number of shares of Series A Preferred Stock issued and outstanding
at the time of voting]
5.6
CERTIFICATE OF
DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B
PREFERRED STOCK
5.7
DESIGNATION AND NUMBER OF
SHARES.
10,000,000
shares of
Series B Preferred Stock
, par value
$0.00001 per share (the “Series B Preferred Stock” or
“Series B Preferred Shares”).
5.8 DIVIDENDS.
The
holders of Series B Preferred Stock shall be entitled to receive
dividends when, as and if declared by the Board of Directors, in
its sole discretion.
5.9 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 Series B
Preferred Stock, the holders of the Series B Preferred Stock 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 Series B Preferred Stock 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 Series B Preferred
Stock held by them. After the payment of the full applicable
Preference Value of each share of the Series B Preferred Stock 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.
5.10
CONVERSION AND
ANTI-DILUTION.
(a) Each share of Series B Preferred Stock shall be convertible at
par value $0.00001 per share (the “Series B
Preferred”), at any time, and/or from time to time, into the
number of shares of the Corporation's common stock, par value
$0.00001 per share (the "Common Stock") equal to the price of the
Series B Preferred Stock as stated in 5.12 of the Articles, divided
by the par value of the Series B Preferred, subject to adjustment
as may be determined by the Board of Directors from time to time
(the "Conversion Rate"). For example, assuming a $2.50 price per
share of Series B Preferred Stock, and a par value of $0.00001 per
share for Series B Preferred each share of Series B Preferred Stock
would be convertible into 250,000 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 Series B Preferred Stock
of the holder's intention to convert the shares of Series B Stock,
together with the holder's stock certificate or certificates
evidencing the Series B Preferred Stock to be
converted.
(b)
Promptly after the Conversion Date, the Corporation shall issue and
deliver to such holder a certificate or 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 of 1934, as amended (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
Series B Preferred Stock unless, in the opinion of counsel to the
Corporation, such transfer can be 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 Series B Preferred
Stock 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 Series B Preferred Stock 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 in Section 5.10 (a) prior
to
the reverse split. The conversion rate of shares of Series B
Preferred Stock, however, would increase proportionately in the
case of forward splits, and may not be diluted by a reverse split
following a forward split.
(e) As
it directly relates to the conversion rights of the Series B
Preferred Stock, the afore mentioned securities do not self
convert. However they do convert at the behest of the management of
the corporation.
5.11
VOTING
RIGHTS.
Each
share of Series B Preferred Stock shall have ten votes for any
election or other vote placed before the shareholders of the
Company.
5.12
PRICE.
(a) The
initial price of each share of Series B Preferred Stock shall be
$2.50.
(b) The
price of each share of Series B Preferred Stock 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.
5.13
LOCK-UP RESTRICTIONS ON
CONVERSION.
Shares
of Series B Preferred Stock 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.
5.14
CERTIFICATE OF
DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C
PREFERRED STOCK
5.15
DESIGNATION AND NUMBER
OF SHARES.
5,000,000
shares of
Series C
Preferred Stock
, par value $0.00001 per share (the
“Series C Preferred Stock” or “Series C Preferred
Shares”).
5.16
ISSUANCE.
Shares
of Series C Preferred Stock may be issued to holders of debt of the
company, as determined by a majority vote of the Board of
Directors, or others, as determined by a majority vote of the Board
of Directors.
5.17
DIVIDENDS.
The
holders of Series C Preferred Stock shall be entitled to receive
dividends when, as and if declared by the Board of Directors, in
its sole discretion.
5.18
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 Series C Preferred Stock, the holders of the Series C Preferred
Stock 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 Series C
Preferred Stock 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 Series C Preferred Stock held by them. After the
payment of the full applicable Preference Value of each share of
the Series C Preferred Stock 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.
5.19
CONVERSION AND
ANTI-DILUTION.
(a)
Each share of Series C Preferred Stock shall be convertible, at any
time, and/or from time to time, into 500,000 shares of the
Corporation's common stock, par value $0.00001 per share (the
"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 Series C
Preferred Stock of the holder's intention to convert the shares of
Series C Stock, together with the holder's stock certificate or
certificates evidencing the Series C Preferred Stock to be
converted.
(b)
Promptly after the Conversion Date, the Corporation shall issue and
deliver to such holder a certificate or certificates for the number
of full shares of Common Stock issuable to the holder pursuant to
the holder's conversion of Series C 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 of 1934, as amended (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
Series C Preferred Stock unless, in the opinion of counsel to the
Corporation, such transfer can be 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 C
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 C 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 Series C Preferred
Stock 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 C submitting such conversion
notice.
(d)
Shares of Series C Preferred Stock 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 in
Section 5.19 (a)
prior to the reverse
split. The conversion rate for shares of Series C Preferred Stock,
however, would increase proportionately in the case of forward
splits, and may not be diluted by a reverse split following a
forward split.
(e) As
it directly relates to the conversion rights of the Series C
Preferred Stock, the afore mentioned securities do not self
convert. However they do convert at the behest of the management of
the corporation
5.20
VOTING
RIGHTS.
Each
share of Series C Preferred Stock shall have one vote for any
election or other vote placed before the shareholders of the
Company.
5.21
PRICE.
(a) The
initial price of each share of Series C Preferred Stock shall be
$5.00.
(b) The
price of each share of Series C Preferred Stock 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.
5.22
LOCK-UP RESTRICTIONS ON
CONVERSION.
Shares
of Series C Preferred Stock 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.
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Item -
5.02
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Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On September 21, 2017, The Board of Directors appoints Mark Bailey
as Vice President and Director of the
company.
On September 20,
2017, a compensatory arrangement ie. an Employment Agreement was
entered into with Mark Bailey for a period of one year (1-year) and
a compensation of one hundred thousand Dollars ($100,000.00
(USD)
On September 8, 2017, a compensatory arrangement ie. an Employment
Agreement was entered into with Jeffery Brown for a period of one
year (1-year) and a compensation of one hundred and twenty-five
thousand ($125,000.00 (USD)
