Item 5.03 Amendments to Articles of Incorporation or Bylaws
On March 24, 2022, shareholders holding over half of the outstanding common
stock approved a shareholder resolution to amend and restate the Articles of
Incorporation. On March 28, 2022, the Company filed a preliminary information
statement with the SEC, disclosing the action and the changes to the Company's
Articles of Incorporation. It is anticipated that the Amended and Restated
Articles will become effective on the date that the Amended and Restated
Articles are filed with the Nevada Secretary of State, which will be no earlier
than the 20th day following the date on which the Company's Information
Statement is mailed to the Stockholders of Record.
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 24, 2022, stockholders holding a majority of the Company's outstanding
voting capital stock approved the following corporate actions: (i) to reverse
stock split the outstanding shares of common stock, par value $0.001, of the
Company at a ratio of one-for-125, whereby every 125 pre-reverse stock split
shares of Common Stock shall automatically convert into one post-reverse stock
split share of Common Stock, without changing the $0.001 par value or the
authorized number of our Common Stock, and (ii) to adopt Amended and Restated
Articles of Incorporation to amend our Articles of Incorporation.
The corporate actions were approved on March 24, 2022, by Jose Maria Eduardo
Gonzales Romero, a stockholder holding 38,023,867 shares of Common Stock, which
represents approximately 47.2% of the voting power of the outstanding capital
stock of the Company, and another shareholder owning 4,379,415 common shares, or
approximately 5.9% of the voting power. The actions were approved by written
consent in accordance with Nevada Revised Statutes.
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished with this report:
Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation
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