NOTICE IS HEREBY GIVEN that the Board of Dir
Post# of 75364
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Posted On: 05/04/2017 6:05:16 PM
NOTICE IS HEREBY GIVEN that the Board of Directors has received approval, pursuant to the written consent of stockholders in lieu of a special meeting, dated March 14, 2017 (the “Written Consent”) to amend the Company’s Articles of Incorporation to: (i) increase the number of authorized shares of common stock from 800,000,000 shares to 950,000,000 shares, and (ii) increase the number of authorized shares of preferred stock from 10,000,000 shares to 20,000,000 shares.
Notice of Internet Availability of this Information Statement is being mailed on or about May 9, 2017. The above action will be taken on or about May 30, 2017, twenty (20) days after the mailing of this Information Statement.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company’s authorized capitalization consisted of 800,000,000 shares of common stock, of which 772,235,383 shares were issued and outstanding. Holders of common stock of the Company have no preemptive rights to acquire or subscribe to any of the additional shares of common stock. In addition, as of the Record Date, the Company’s authorized capitalization included 10,000,000 shares of preferred stock. 1,000,000 shares of Series A Preferred Stock was issued and outstanding as of the Record Date. Series A Preferred Stock is the only issued and outstanding class of preferred stock with voting rights.
Each share of common stock entitles its holder to one vote on each matter submitted to the shareholders, and each share of Series A Preferred Stock entitles its holder to 1,200 votes on each matter submitted to the shareholders. However, because shareholders holding at least a majority of the voting rights of all outstanding shares of capital stock as of March 14, 2017 have voted in favor of the foregoing proposal by written consent, and having sufficient voting power to approve such proposal through their ownership of capital stock, no other shareholder consents will be solicited in connection with this Information Statement.
The following shareholders (holding the indicated number of shares) voted in favor of the proposal outlined in this Information Statement:
Shareholder Class of Stock
Number of
Shares
Number of
Voting Shares (1)
Percentage of Voting Power
LSW Holdings, LLC Series A Preferred Stock 1,000,000 1,200,000,000 (2) 60.84%
(5)
(1)