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.
Item -
5.02
|
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)