joey: The corporate charter for SK3 Group is given
Post# of 36729
Posted On: 04/18/2014 2:54:28 PM
joey: The corporate charter for SK3 Group is given under its original incorporation as Slabsdirect.com Inc.
See Exhibit 3
http://www.otcmarkets.com/edgar/GetFilingHtml...gID=365201
Here are the items of interest:
From the Certificate of Incorporation (2000)
Preferred Stock
Our Certificate of Incorporation authorizes us to issue up to 5,000,000 shares of preferred stock, $0.0001 par value per share. There are currently no shares of preferred stock outstanding. Our Certificate of Incorporation provides that the Board of Directors has the authority to divide the preferred stock into series and, within the limitations provided by the Delaware statutes, to fix by resolution the voting power, designations, preferences and relative participation, special rights and the qualifications, limitations or restrictions of the shares of any series so established.
The provisions of our Certificate of Incorporation relating to preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to our common stock. The issuance of preferred stock with such rights may make the removal of management difficult even if such removal would be considered beneficial to shareholders generally and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if such transactions are not favored by incumbent management.
There are no other material rights of the common or preferred shareholders not included herein. There is no provision in our Certificate of Incorporation or Bylaws that would delay, defer or prevent a change in control of the Company
3. Each outstanding share of common stock shall be entitled to one vote at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences, qualifications, restrictions and limitations of the preferred stock shall be established from time to time by the Corporation's Board of Directors, in accordance with the Delaware Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of directors or for any purpose.
2. No holders of shares of capital stock of the Corporation shall be entitled, as such, to any preemptive or preferential right to subscribe to any unissued stock or any other securities which the Corporation may now or hereafter be authorized to issue. The Board of Directors of the Corporation, however, in its discretion by resolution, may determine that any unissued securities of the Corporation shall be offered for subscription solely to the holders of common stock of the Corporation, or solely to the holders of any class or classes of such stock, which the Corporation may now or hereafter be authorized to issue, in such proportions based on stock ownership as said board in its discretion may determine."
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From the latest fins 2014 :
As of December 31, 2013, the Company is not aware of any person or entity controlling more than 10 percent of the outstanding stock, directly or indirectly. In March 2013, the Company acquired Medical Greens, and its existing business, as sets and contracts, in exchange for 5 million shares of Series A Convertible Preferred Stock (the “Series A Preferred Shares”) which carries 60 percent of the total vote of all classes of stock entitled to vote and is convertible at any
time after one year from the date of issue into 60 percent of the resulting common stock outstanding.
The Series A Preferred Share certificates have not yet been issued, but will be issued as soon as a new certificate designations (the “New Certificate Designations”) for the Series A Preferred Shares (replacing and superseding the current Certificate of Designations on file with the Delaware Secretary of State under which no shares of preferred stock were ever issued) is filed with the Delaware Secretary of State, which is expected to be by May15, 2014. At that time, I Equity Corp. will be the controlling shareholder. Henry Jan is the Chief Executive Officer of I Equity Corp.
See Exhibit 3
http://www.otcmarkets.com/edgar/GetFilingHtml...gID=365201
Here are the items of interest:
From the Certificate of Incorporation (2000)
Preferred Stock
Our Certificate of Incorporation authorizes us to issue up to 5,000,000 shares of preferred stock, $0.0001 par value per share. There are currently no shares of preferred stock outstanding. Our Certificate of Incorporation provides that the Board of Directors has the authority to divide the preferred stock into series and, within the limitations provided by the Delaware statutes, to fix by resolution the voting power, designations, preferences and relative participation, special rights and the qualifications, limitations or restrictions of the shares of any series so established.
The provisions of our Certificate of Incorporation relating to preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to our common stock. The issuance of preferred stock with such rights may make the removal of management difficult even if such removal would be considered beneficial to shareholders generally and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if such transactions are not favored by incumbent management.
There are no other material rights of the common or preferred shareholders not included herein. There is no provision in our Certificate of Incorporation or Bylaws that would delay, defer or prevent a change in control of the Company
3. Each outstanding share of common stock shall be entitled to one vote at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences, qualifications, restrictions and limitations of the preferred stock shall be established from time to time by the Corporation's Board of Directors, in accordance with the Delaware Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of directors or for any purpose.
2. No holders of shares of capital stock of the Corporation shall be entitled, as such, to any preemptive or preferential right to subscribe to any unissued stock or any other securities which the Corporation may now or hereafter be authorized to issue. The Board of Directors of the Corporation, however, in its discretion by resolution, may determine that any unissued securities of the Corporation shall be offered for subscription solely to the holders of common stock of the Corporation, or solely to the holders of any class or classes of such stock, which the Corporation may now or hereafter be authorized to issue, in such proportions based on stock ownership as said board in its discretion may determine."
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From the latest fins 2014 :
As of December 31, 2013, the Company is not aware of any person or entity controlling more than 10 percent of the outstanding stock, directly or indirectly. In March 2013, the Company acquired Medical Greens, and its existing business, as sets and contracts, in exchange for 5 million shares of Series A Convertible Preferred Stock (the “Series A Preferred Shares”) which carries 60 percent of the total vote of all classes of stock entitled to vote and is convertible at any
time after one year from the date of issue into 60 percent of the resulting common stock outstanding.
The Series A Preferred Share certificates have not yet been issued, but will be issued as soon as a new certificate designations (the “New Certificate Designations”) for the Series A Preferred Shares (replacing and superseding the current Certificate of Designations on file with the Delaware Secretary of State under which no shares of preferred stock were ever issued) is filed with the Delaware Secretary of State, which is expected to be by May15, 2014. At that time, I Equity Corp. will be the controlling shareholder. Henry Jan is the Chief Executive Officer of I Equity Corp.
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