This Notice and Information
Statement is furnished by the Board of Directors of Grey Cloak Tech, Inc., a Nevada corporation (the “
Company
”),
to holders of record of the Company’s common stock, $0.001 par value per share, at the close of business on December 22,
2016. The purpose of this Notice and Information Statement is to inform the Company’s stockholders of certain actions taken
by the written consent of the holders of a majority of the Company’s voting stock, dated as of December 22, 2016, pursuant
to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C, Section 78.370 of the
Nevada Revised Statutes and the Company’s governing documents. This Information Statement provides notice that the Board
of Directors has recommended and approved, and holders of a majority of the voting power of our outstanding stock have approved,
the following items:
Under the rules of the
Securities and Exchange Commission, the above action cannot become effective until at least 20 days after the accompanying Information
Statement has been distributed to the stockholders of the Company.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR VOTING STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This Information Statement
is being mailed or otherwise furnished to the holders of common stock, $0.001 par value per share (the “
Common Stock
”)
of Grey Cloak Tech, Inc., a Nevada corporation (the “
Company
”) by the Board of Directors to notify them about
certain actions that the holders of a majority of the Company’s outstanding voting stock (the “
Majority Stockholders
”)
have taken by written consent, in lieu of a special meeting of the stockholders. The action was taken on December 22, 2016.
Copies of this Information
Statement are first being sent on or before [•] to the holders of record on December 22, 2016 of the outstanding shares of
the Company’s Common Stock.
General Information
The Majority Stockholders
have approved the following actions (the “
Actions
”) by written consent dated December 22, 2016, in lieu of a
special meeting of the stockholders:
|
1.
|
An amendment to our Articles of Incorporation to increase our authorized
Common Stock from 75,000,000 shares, par value $0.001, to 500,000,000 shares, par value $0.001;
|
|
2.
|
An amendment to our Articles of Incorporation to authorize 75,000,000
shares of preferred stock, par value $0.001;
|
|
3.
|
An amendment to our Articles of Incorporation to effect a reverse
stock split of our Common Stock at a ratio up to 1-for-100, the exact ratio and timing of which will be set by our Board of Directors
at a future date no later than December 31, 2017.
|
We have asked brokers and
other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held
of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters’ Right of Appraisal
In connection with the
approval of the Reverse Split, the Company’s stockholders will not have a right to dissent and obtain payment for their shares
under the Nevada Revised Statutes (the “
NRS
”), the Company’s Certificate of Incorporation or the Company’s
Bylaws.
Vote Required
The vote which was required
to approve the above Action was the affirmative vote of the holders of a majority of the Company’s voting stock. Each holder
of Common Stock is entitled to one (1) vote for each share of Common Stock held.
We currently have no authorized
shares of preferred stock (the “
Preferred Stock
”).
The
record date for purposes of determining the number of outstanding shares of voting stock of the Company, and for determining stockholders
entitled to vote, was the close of business on
December 22, 2016
(the “
Record Date
”).
As of the Record Date, we had outstanding 17,156,276 shares of Common Stock. Holders of the Common Stock have no preemptive rights.
All outstanding shares are fully paid and nonassessable.
Transfer Agent
The transfer agent for
our Common Stock is Quicksilver Stock Transfer, LLC and their address is 1980 Festival Plaza Dr., Suite 530, Las Vegas, NV 89135.
Vote Obtained - Section 78.320 Nevada
Revised Statutes
NRS
78.320 provides that the written consent of the holders of the outstanding shares of voting stock, having not less than the minimum
number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted, may be substituted for such a meeting
.
In order to eliminate the
costs and management time involved in soliciting and obtaining proxies to approve the Action and in order to effectuate the Action
as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company
voted to utilize, and did in fact obtain, the written consent of the Majority Stockholders. The Majority Stockholders own in the
aggregate approximately 51% of the outstanding voting stock.
Pursuant to the NRS and
our bylaws, the Company is required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders
of record who have not consented in writing to such action. This Information Statement serves as that notice.
ACTION ONE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
General
On
December 22, 2016
, the Board of Directors of the Company approved, declared it advisable and
in the Company’s best interest and directed that there be submitted to the Majority Stockholders for approval, the prospective
amendment to the Third Article of the Company’s Articles of Incorporation
, a copy of which is attached hereto as
Exhibit
A
(the “
Amendment
”),
to
increase the authorized Common Stock from
75,000,000 shares, par value $0.001, to 500,000,000 shares, par value $0.001. On December 22, 2016, the Majority Stockholders approved
the Amendment by written consent, in lieu of a special meeting of the stockholders.
Reasons for the Increase in Authorized Common Stock
Currently, the Company
is authorized to issue 75,000,000 shares of Common Stock. Of the 75,000,000 shares of Common Stock authorized, as of the Record
Date, there were 17,156,276 shares of
Common Stock
issued and outstanding.
As a general matter, the
Board of Directors does not believe the currently available number of unissued shares of
Common Stock
is an adequate number of shares to assure that there will be sufficient shares available for issuance in connection with possible
future acquisitions, equity and equity-based financings, possible future awards under employee benefit plans, stock dividends,
stock splits, and other corporate purposes. Therefore, the Board of Directors and Majority Stockholders approved the increase in
authorized shares of
Common Stock
as a means of providing the Company with the flexibility to
act with respect to the issuance of
Common Stock
or securities exercisable for, or convertible
into,
Common Stock
in circumstances which they believe will advance the interests of the Company
and its stockholders without the delay of seeking an amendment to the Certificate of Incorporation at that time.
The Board of Directors
is considering, and will continue to consider, various financing options, including the issuance of
Common
Stock
or securities convertible into
Common Stock
from time to time to raise additional
capital necessary to support future growth of the Company. As a result of the Increase in Authorized Amendment, the Board of Directors
will have more flexibility to pursue opportunities to engage in possible future capital market transactions involving
Common
Stock
or securities convertible into
Common Stock
, including, without limitation, public
offerings or private placements of such
Common Stock
or securities convertible into
Common
Stock
. There are no specific financing transactions under consideration at this time.
In addition, the Company’s
growth strategy may include the pursuit of selective acquisitions to execute its business plan. The Company could also use the
additional
Common Stock
for potential strategic transactions, including, among other things,
acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments.
There are no specific acquisitions under consideration at this time.
ACTION TWO
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO AUTHORIZED PREFERRED STOCK
General
On
December 22, 2016
, the Board of Directors of the Company approved, declared it advisable and
in the Company’s best interest and directed that there be submitted to the Majority Stockholders for approval, the Amendment
to
authorize 75,000,000 shares, par value $0.001. On December 22, 2016, the Majority Stockholders approved the Amendment
by written consent, in lieu of a special meeting of the stockholders.
Currently, the Company
is not authorized to issue shares of preferred stock. Once the Amendment is effective, the Board of Directors without further stockholder
approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights,
priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations
and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation,
voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our Board of Directors will
be able to authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of
dividends and the distribution of assets on liquidation. In addition, our Board of Directors will be able to fix limitations and
restrictions, if any, upon the payment of dividends on our common stock to be effective while any shares of preferred stock are
outstanding.
Reasons for the Preferred Stock
As a general matter, the
Board of Directors believes it to be in the best interest of the Company to make preferred stock available for issuance in connection
with possible future acquisitions, equity and equity-based financings, possible future awards under employee benefit plans, stock
dividends, stock splits, and other corporate purposes. Therefore, the Board of Directors and Majority Stockholders approved the
authorization of preferred stock as a means of providing the Company with the flexibility to act with respect to offerings of the
Company’s securities in circumstances which they believe will advance the interests of the Company and its stockholders without
the delay of seeking an amendment to the Certificate of Incorporation at that time.
The Board of Directors
is considering, and will continue to consider, various financing options, including the issuance of preferred stock from time to
time to raise additional capital necessary to support future growth of the Company. As a result of the authorization of preferred
stock, the Board of Directors will have more flexibility to pursue opportunities to engage in possible future capital market transactions
involving
preferred stock
, including, without limitation, public offerings or private placements
of such preferred stock. There are no specific financing transactions under consideration at this time.
In addition, the Company’s
growth strategy may include the pursuit of selective acquisitions to execute its business plan. The Company could also use the
preferred stock for potential strategic transactions, including, among other things, acquisitions, spin-offs, strategic
partnerships, joint ventures, restructurings,
divestitures, business combinations and investments. There are no specific acquisitions under consideration at this time.
ACTION THREE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
General
On
December 22, 2016
, our Board of Directors approved, declared it advisable and in the Company’s
best interest and directed that there be submitted to the Majority Stockholders for approval, an amendment to the Company’s
Articles of Incorporation to effect a reverse split of our Common Stock at a ratio of up to 1-for-100 shares (the “
Reverse
Split
”) in substantially the form set forth hereto as
Exhibit B
(the “
Reverse Split Amendment
”)
.
On December 22, 2016, the Majority Stockholders approved the Reverse Split and Reverse Split Amendment by written consent, in lieu
of a special meeting of the stockholders.
The Board has been given
the authorization to effect a Reverse Split at a ratio of 1-for-100 shares or a ratio of one for less than 100 shares. The Board
may use its discretion to select a ratio that it deems to be in the Company’s best interest, as well as the timing of the
effectiveness of the Reverse Split.
Reasons for the Reverse Split
Our
Board of Directors believes that the Reverse Split is in our best interests, principally because it may increase the bid price
of our Common Stock and facilitate our ability to attract investment. The current bid price of our Common Stock on the OTCQB was
$0.01 on
December 22, 2016
. Our Board of Directors believes that conducting the Reverse Split
may increase our ability to attract investment, as our Board of Directors also believes that we need to seek additional financing
to fund our business plan and that the Reverse Split is a necessary pre-requisite to conducting financings.
Our Board of Directors
also believes that the current price of our Common Stock impairs an efficient market in our Common Stock. This is due to several
factors that impact lower priced stocks, including (1) a reluctance among certain institutions and investors to invest in low priced
securities, (2) internal restrictions imposed by many securities firms on the solicitation of orders for low priced stocks by stockbrokers,
(3) the ineligibility of our Common Stock for margin loans due to its low share price, (4) a reluctance among analysts to write
research reports on low priced stocks due to the preceding factors, and (5) high transaction costs relative to share price due
to the prevailing rule that commissions charged on the purchase and sale of stock, as a percentage of share price, are higher on
lower priced stocks.
There can be no assurance
that if we effect the Reverse Split we will successfully complete a financing.
Our Board of Directors
believes that the Reverse Split will have the effect of increasing the market price per share of our Common Stock and, while the
Board of Directors believes that the Reverse Split will not immediately alleviate all the above factors, it does believe that such
increase may, over time, alleviate some or all of the factors noted above and lead to a more
efficient market in our Common Stock. In addition,
an increase in the per share price of our Common Stock may also generate greater investor interest in our Common Stock, thereby
possibly enhancing the marketability of our Common Stock to the financial community.
The immediate effect of
the Reverse Split will be to reduce the number of issued and outstanding shares of our Common Stock from 17,156,276 to approximately
171,563 (based on a 1-for-100 ratio). The par value of our Common Stock will remain $0.001 per share and the number of shares of
Common Stock authorized to be issued will remain as set forth in the Amendment at 500,000,000 shares. The Reverse Split will not
reduce or affect our authorized shares of Preferred Stock.
The following table sets
forth the effects of the Reverse Split on our outstanding and authorized capital, assuming a ratio of 1-for-100 is chosen by the
Board of Directors:
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|
Outstanding Common Stock
|
|
Outstanding Preferred Stock
|
|
Authorized Common Stock
|
|
Authorized Preferred Stock
|
|
Authorized Capital Stock
|
|
Authorized and Unissued Common Stock
|
|
Current
|
|
|
|
17,156,276
|
|
|
|
—
|
|
|
|
75,000,000
|
|
|
|
45,000,000
|
|
|
|
120,000,000
|
|
|
|
57,843,724
|
|
|
After Split
(1)
|
|
|
|
171,563
(2)
|
|
|
|
—
|
|
|
|
500,000,000
|
|
|
|
75,000,000
|
|
|
|
575,000,000
|
|
|
|
499,828,437
|
(2)
|
|
(1)
|
After Split includes those shares to be authorized by the Amendment.
|
In addition, (i) proportionate
adjustments will be made to the per-share exercise price and the number of shares issuable upon the exercise of all outstanding
options and warrants entitling the holders to purchase shares of our Common Stock, which will result in approximately the same
aggregate price being required to be paid for such options and warrants upon exercise immediately as would have been required immediately
preceding the Reverse Split, and (ii) the number of shares that may be issued upon the exercise of conversion rights by holders
of securities convertible into our Common Stock will be reduced proportionately based on the Reverse Split ratio selected by the
Board of Directors.
The Reverse Split will
affect all of the holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest
or proportionate voting power, except for insignificant changes that will result from the rounding up of fractional shares as discussed
below. Our outstanding options and warrants contain provisions that are intended to protect the holders against dilution of the
holders’ percentage interest in the Company and that also effect a reduction in the exercise price of the option in the event
our shares are issued at less than the option exercise price.
The current number of holders
of record of our Common Stock is approximately 64. Following the Reverse Split, the number of our stockholders of record will remain
approximately 64, as any of our stockholders with less than one share will be rounded up in the exchange to one share.
Although the Reverse Split
may increase the per share market price of our Common Stock, an increase in price can neither be assured nor calculated with certainty.
The per share market price of our Common Stock may not rise in proportion to the reduction in the number of shares outstanding
as a result of the Reverse Split and such per share market price may be less
than the proportionate increase in the number
of shares outstanding as a result of the Reverse Split. There can be no assurance that the Reverse Split will lead to a sustained
increase in the per share market price of our Common Stock or that the factors discussed above that we believe impair an efficient
market in our Common Stock will be alleviated.
Stockholders should also
be aware that the Reverse Split may result in a decrease in the trading volume of the Common Stock due to the decrease in the number
of outstanding shares. The per share market price of our Common Stock may also change as a result of other unrelated factors, including
our business activities performance and other factors related to our business as well as general market conditions.
No Fractional Shares
No fractional shares will
be issued. Stockholders who would otherwise be entitled to a fractional share as a result of the Reverse Split will receive one
whole share of our Common Stock in lieu of the fractional share. No stockholders will receive cash in lieu of fractional shares.
Authorized Shares
The Reverse Split would
affect all issued and outstanding shares of our Common Stock and outstanding rights to acquire our Common Stock. Upon the
effectiveness of the Reverse Split, the number of authorized shares of our Common Stock that are not issued or outstanding would
increase due to the reduction in the number of shares of our Common Stock issued and outstanding. As of December 22, 2016, we had
75,000,000 shares of authorized Common Stock and 17,156,276 shares of Common Stock issued and outstanding. Once the Amendment is
filed and effective, we will have 500,000,000 authorized shares of Common Stock, 75,000,000 authorized shares of preferred stock.
As of December 22, 2016, we had no authorized or outstanding preferred stock. Authorized but unissued shares will be available
for issuance, and we may issue such shares in the future. If we issue additional shares, the ownership interest of holders of our
Common Stock will be diluted.
Procedure for Effecting the Reverse Split
We intend to file the Reverse
Split Amendment with the Secretary of State of the State of Nevada to amend our existing Certificate of Incorporation. However,
the Reverse Split will be deemed effective on the date that is the later of (i) 20 days after the commencement of our mailing or
otherwise providing this Information Statement and (ii) receipt of approval of the Reverse Split from FINRA (the “
Effective
Date
”). Beginning on the Effective Date, each certificate representing pre-Reverse Split shares will be deemed for all
corporate purposes to evidence ownership of post-Reverse Split shares. The Reverse Split Amendment has received the unanimous approval
of our Board of Directors and has also been approved by the Majority Stockholders. The text of the Reverse Split Amendment is subject
to modification to include such changes as may be required by the office of the Secretary of State of the State of Nevada and as
the Board of Directors deems necessary and advisable to effect the Reverse Split.
The Reverse Split will
take place on the Effective Date without any action on the part of the holders of our Common Stock and without regard to current
certificates representing shares of our Common Stock being physically surrendered for certificates representing the number of shares
of Common Stock each stockholder is entitled to receive as a result of the Reverse Split. New certificates for shares of our Common
Stock will not be issued at this time. Stockholders who hold shares in certificated form should not do anything with their certificates
at this time.
Effect on Registered and Beneficial Stockholders
Upon a Reverse Split, we
intend to treat stockholders holding our Common Stock in “street name,” through a bank, broker or other nominee, in
the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be
instructed to effect the Reverse Split for their beneficial holders holding our Common Stock in “street name.” However,
these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Split.
If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to
contact your nominee.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS REQUESTED TO DO SO.
Potential Anti-Takeover Effect
The Reverse Split could
adversely affect the ability of third parties to takeover or change the control of the Company by, for example, permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating
a tender offer or other transaction for the combination of the Company with another company. Although the increased proportion
of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the Reverse Split
is not in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of our company,
nor is it part of a plan by management to recommend a series of similar amendments to our Board of Directors and stockholders.
No Appraisal Rights
Under Nevada law, stockholders
are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide stockholders
with any such right.
Accounting Matters
The Reverse Split will
not affect the par value of our Common Stock. As a result, as of the effective time of the Reverse Split, the stated capital
attributable to our Common Stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio selected
by the Board of Directors, and the additional paid-in capital account will be credited with the amount by which the stated capital
is reduced. The per-share net income or loss and net book value of our Common Stock will be restated because there will be fewer
shares of our Common Stock outstanding.
Federal Income Tax Consequences of the
Reverse Stock Split
The following is a summary
of certain material United States federal income tax consequences of the Reverse Split, does not purport to be a complete
discussion of all of the possible federal income tax consequences of the Reverse Split and is included for general information
only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the
tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities.
The discussion is based on the provisions of
the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that the pre-Reverse Split shares were, and the post-Reverse Split shares will be, held as a “capital
asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The
tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder
is urged to consult with such stockholder's own tax advisor with respect to the tax consequences of the Reverse Split. As used
herein, the term United States holder means a stockholder that is, for federal income tax purposes: a citizen or resident of the
United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States,
any State of the United States or the District of Columbia; an estate the income of which is subject to federal income tax regardless
of its source; or a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one
or more U.S. persons have the authority to control all substantial decisions of the trust.
No gain or loss should
be recognized by a stockholder upon such stockholder’s exchange of pre-Reverse Split shares for post-Reverse Split shares
pursuant to the Reverse Split. The aggregate tax basis of the post-Reverse Split shares received in the Reverse Split will be the
same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares exchanged therefor. The stockholder's holding
period for the post-Reverse Split shares will include the period during which the stockholder held the pre-Reverse Split shares
surrendered in the Reverse Split.
Our view regarding the
tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts.
ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT
WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE SPLIT.
OTHER MATTERS
Expenses
We will bear all costs
related to this Information Statement. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries
representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding this Information Statement
to such beneficial owners.
Householding
We will deliver only one
copy of this Information Statement to multiple stockholders sharing an address unless we have received contrary instructions from
one or more of the stockholders. Furthermore, we undertake to deliver promptly, upon written or oral request, a separate copy of
this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement is delivered.
A stockholder can notify us that the stockholder wishes to receive a separate copy of this Information Statement by contacting
us at: 10300 W. Charleston, Las Vegas, NV 89135, Attention: Investor Relations, or by calling (702) 201-6450. Conversely, if multiple
stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify
us at the address or phone number set forth above.
WHERE YOU
CAN FIND MORE INFORMATION
Additional information
about us is contained in our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “
Commission
”).
These reports, their accompanying exhibits and other documents filed with the Commission, may be inspected without charge at the
Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. Copies of such material may also be obtained
from the Commission at prescribed rates. The Commission also maintains a Web site that contains reports, proxy and information
statements and other information regarding public companies that file reports with the Commission. Copies of these reports may
be obtained from the Commission’s EDGAR archives at http://www.sec.gov/index.htm.
By Order of the Board of Directors
/s/ Fred Covely
Fred Covely
Chief Executive Officer and Director
Las Vegas, NV
Exhibit A
Amendment to the Articles of Incorporation
ARTICLES OF INCORPORATION
of
GREY CLOAK TECH, INC.
The undersigned hereby certifies:
1. The name of the Corporation
is Grey Cloak Tech, Inc.
2. The articles have been amended
as follows:
Article 3, Authorized Stock:
The corporation has the authority
to issue Five Hundred Million (500,000,000) shares of common stock, par value $0.001 per share, and Seventy Five Million (75,000,000)
shares of preferred stock, par value $0.001 per share.
Preferred stock may be issued
from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all
or any of the shares of the authorized preferred stock in one or more series, and to fix the number of shares and to determine
or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and
relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and
as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or
decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares
of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
3. The votes by which the stockholders
holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is 8,736,406 (50.9%)
IN WITNESS WHEREOF, the undersigned
has executed this Certificate of Amendment to the Articles of Incorporation on [•].
|
|
Fred Covely
Chief Executive Officer
|
Exhibit B
Amendment to the Articles of Incorporation
(Reverse Split Amendment)
CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
GREY CLOAK TECH, INC.
The undersigned hereby certifies:
1. The name of the Corporation
is Grey Cloak Tech, Inc.
2. The articles have been amended
as follows:
Article 3, Authorized Stock:
The corporation has the authority
to issue Five Hundred Million (500,000,000) shares of common stock, par value $0.001 per share, and Seventy Five Million (75,000,000)
shares of preferred stock, par value $0.001 per share.
Effective upon the filing of this
Certificate of Amendment, the issued and outstanding shares of Common Stock of the Corporation shall be subject to a 1-for-[•]
reverse stock split. As a result of the reverse stock split, every [•] ([•]) shares of Common Stock issued and outstanding
before the effectiveness of the split shall be exchanged for one (1) share of Common Stock after the split. Fractional shares will
be rounded up to the next whole share.
Preferred stock may be issued
from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all
or any of the shares of the authorized preferred stock in one or more series, and to fix the number of shares and to determine
or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and
relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and
as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or
decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares
of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
3. The votes by which the stockholders
holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is 8,736,406 (50.9%)
IN WITNESS WHEREOF, the undersigned
has executed this Certificate of Amendment to the Articles of Incorporation on [•].
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Fred Covely
Chief Executive Officer
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