SVAD 8K OUT! UNITED STATES SECUR
Post# of 68
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT NO.1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2013
SILVERTON ADVENTURES, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
| 333-153626 |
| 80-5072317 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
6283-B South Valley View Boulevard,
Las Vegas, Nevada 89118
702 876 1539
www.silvertonadventures.com
Registrant ’ s telephone number, including area code: 702-876-1539
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ? | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
?
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
?
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
?
| | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SILVERTON ADVENTURES, INC.
CURRENT REPORT ON FORM 8-K/A
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information .
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
99.1 Silverton Adventures Inc., Unanimous Written Consent of the Board of Directors in Lieu of Meeting
99.2 Certificate of Designation Series B Preferred and Series C Preferred stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: October 18, 2013 | Silverton Adventures, Inc. |
| | /s/ Ron Miller |
| | By: /s/ Ron Miller |
| | Ron Miller |
| | Chief Executive Officer |
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EHXIBIT 99.1
SILVERTON ADVENTURES, INC.
Unanimous Written Consent of Board of Directors
in Lieu of Meeting
The undersigned, being all of the directors of Silverton Adventures, Inc ., a Nevada corporation (the “Corporation”), do hereby waive notice and consent to the adoption of the following resolutions pursuant to the Nevada General Corporation Law, do hereby waive notice and adopt the following resolutions with the same force and effect as if such resolutions had been duly presented and adopted at a meeting of the Board of Directors of the Corporation:
WHEREAS , as Silverton Adventures, Inc. prepares to complete its 10-K for the period of July 1, 2012 through June 30, 2013 it has identified several clerical errors within the April 12, 2013 Nevada Secretary of State Amended and Restated Articles of Incorporation and the subsequent April 15, 2013 8-K filing relating to the certificate of designation of the Series B Preferred and Series C Preferred stock. Pursuant to these errors the Company acknowledges that there can be no reliance on the April 15, 2013 8-K; and
WHEREAS , the Board of Directors has deemed it advisable to correct these errors by amending the certificate of designation of the Series B Preferred and Series C Preferred stock to correctly reflect the original intention of the certificate of designation of the Series B Preferred and Series C Preferred stock concerning the Conversion rights and the Voting rights.
NOW, THEREFORE , be it:
RESOLVED, that the Board of Directors have corrected these errors by amending the certificate of designation of the Series B Preferred and Series C Preferred stock to correctly reflect the original intention of the certificate of designation of the Series B Preferred and Series C Preferred stock concerning the Conversion rights and the Voting rights; and be it
FURTHER RESOLVED , that the Board of Directors corrections shall read as thus concerning Sections 1.2 and 1.4 of the certificate of designation of the Series B Preferred stock:
1.2 CONVERSION RIGHTS.
a.
If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B 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 C Preferred Stocks which are issued and outstanding at the time of conversion divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of conversion.
b.
Each individual share of Series B 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 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]
1.4 VOTING RIGHTS.
a.
If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B 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 C Preferred Stocks which are issued and outstanding at the time of voting divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.
b.
Each individual share of Series B 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 C Preferred Stocks issued and outstanding at time of voting}]
divided by:
[the number of shares of Series B Preferred Stock issued and outstanding at the time of voting].
FURTHER RESOLVED , that the Board of Directors corrections shall read as thus concerning Sections 1.4 of the certificate of designation of the Series C Preferred stock:
1.4. CONVERSION AND ANTI-DILUTION.
(a) Each share of Series C Preferred Stock shall be convertible at par value $0.001 per share (the “Series C 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 C Preferred Stock as stated in Corporation's Amended Certificate of Incorporation, divided by the par value of the Series C 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 C Preferred Stock, divided by the conversion value of $0.001 per share for Series C Preferred each share of Series C Preferred Stock would be convertible into 2,500 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 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.
FURTHER RESOLVED , that the Directors of said Corporation be, and they hereby are, authorized to carry out the said actions in accordance with the General Corporation Law of the State of Nevada.
IN WITNESS WHEREOF, we hereby set our hands this 17 th day of October, 2013.
_ /s/ Ron Miller _________________________
Ron Miller, CEO, Director
CERTIFICATE OF DESIGNATION, SERIES B PREFERRED STOCK
1.1 DESIGNATION.
The class of stock of this corporation shall be named and designated “Series B Preferred Stock”. It shall have 6 shares authorized at $0.0001 par value per share, and are authorized pursuant to Article III of the Corporation's Amended Certificate of Incorporation (the “Series B Preferred Stock” or “Series B Preferred Shares”).
1.2 CONVERSION RIGHTS.
a.
If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B 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 C Preferred Stocks which are issued outstanding at the time of conversion. The resultant figure shall then be divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of conversion.
b.
Each individual share of Series B 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 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]
1.3 ISSUANCE.
Shares of Series B 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 B 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.
1.4 VOTING RIGHTS.
a.
If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B 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 C Preferred Stocks which are issued and outstanding at the time of voting. The resultant figure shall then be divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of conversion.
b.
Each individual share of Series B 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 C Preferred Stocks issued and outstanding at time of voting}]
divided by:
[the number of shares of Series B Preferred Stock issued and outstanding at the time of voting].
CERTIFICATE OF DESIGNATIONS, PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES C PREFERRED STOCK
1.1. DESIGNATION AND NUMBER OF SHARES.
10,000,000 shares of Series C Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), are authorized pursuant to Article III of the Corporation's Amended Certificate of Incorporation (the “Series C Preferred Stock” or “Series C Preferred Shares”).
1.2. 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.
1.3. 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.
1.4. CONVERSION AND ANTI-DILUTION.
(a) Each share of Series C Preferred Stock shall be convertible at par value $0.001 per share (the “Series C 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 C Preferred Stock as stated in Corporation's Amended Certificate of Incorporation, divided by the par value of the Series C 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 C Preferred Stock, divided by the conversion value of $0.001 per share for Series C Preferred each share of Series C Preferred Stock would be convertible into 2,500 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 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 1933, 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 1.4(a) prior to the reverse split. The conversion rate of 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.
1.5 VOTING RIGHTS.
Each share of Series C Preferred Stock shall have ten votes for any election or other vote placed before the shareholders of the Company.
1.6 PRICE.
(a) The initial price of each share of Series C Preferred Stock shall be $2.50.
(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.
1.7 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.
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