Item 3.03 - Material Modification to Rights of Security Holders
(a) On August 22, 2020, the Board of Directors met and unanimously approved a
resolution recommending an amendment to the Registrant's articles of
incorporation to increase the Company's authorized shares from a total of
260,000,000 shares, consisting of 250,000,000 common shares and 10,000,000
preferred shares, each with a par value of $0.001 per share, to a total of
760,000,000 shares, consisting of 750,000,000 common shares and 10,000,000
preferred shares, each with a par value of $0.001 per share. The Board of
Directors thereafter called for and convened a special meeting of the
stockholders. On August 22, 2020, stockholders beneficially owning a majority of
the shares eligible to vote consented to the amendment of the Registrant's
articles of incorporation to so increase the number of authorized shares
consistent with the recommendation of the Board of Directors.
(b) On August 22, 2020, the Board of Directors unanimously adopted a resolution
amending the Company's articles of incorporation to designate a class of
preferred stock as: "Series "A" Preferred Stock," consisting of one hundred
(100) shares. The material preferences qualified by the Series "A" Preferred
Stock include: (i) Upon liquidation, the holders of Shares of Series "A"
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Corporation available for distribution to its stockholders, before any
payment shall be made to the holders of Junior Securities; (ii) Each holder of
outstanding Shares of Series "A" Preferred Stock shall be entitled to a voting
preference on any matter brought before the stockholders under the Company's
articles, by-laws or Nevada law, providing the holders of "Series "A" Preferred
Stock" with not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all such shares entitled to
vote thereon were present and voted. For the avoidance of doubt, in any matter
presented to the stockholders for their consideration and action, in a noticed
meeting, special meeting or by written consent, the holder of the Series "A"
Preferred Stock shall be entitled to cast that number of votes equal to the
total number of votes cast, plus one share to equal to a majority of the shares
eligible to vote on any matter, consistent with Section 2.8 of the Corporation's
By Laws. Each holder of outstanding Shares of Series "A" Preferred Stock shall
be entitled to notice of all stockholder meetings (or requests for written
consent) in accordance with the Corporation's bylaws. The Board of Directors
issued all one hundred shares to Justin Costello.
By amendment to this Form 8-K, the Company will file-stamped amendments once
received from the State of Nevada.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Document Location
4.1 Board Resolution, Increasing Authorized Filed Herewith
4.2 Shareholder Consent, Increasing Authorized Filed Herewith
4.3 Board Resolution, Designation Filed Herewith
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