On January 23, 2017, the Company's Board of Directors approved and the Company designated 50,000,000 of its authorized preferred stock as Series "B" preferred shares. The Certificate of Designation stated the following:
Voting Rights: 10 votes per share (votes along with common stock);
Conversion Rights: Each share of Series "B" Preferred is convertible at any time, and from time to time, into three (3) shares of Common Stock one day after the first anniversary of issuance;
Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series "B" Preferred share will be entitled to receive an equivalent dividend as if the Series "B" Preferred Share had been converted into Common Stock prior to the declaration of such dividend.
Liquidation Rights: None
Under Nevada corporation law, no shareholder approval was required for the creation of the Series "B" Preferred Stock or the issuance of Series "B" Preferred Stock in exchange for the shares of common stock exchanged therefor.
On January 24, 2017, Taiwo Aimasiko, Director of the Company, offered to retire and exchanged 150,000,000 shares of Common Stock of the 200,000,000 owned by her for an aggregate 50,000,000 Series "B" Preferred Stock that would protect the voting power and ability to participate in the future of the Company, while at the same time enhance shareholders' value. As a result of this retirement and exchange of Common Stock for Series "B" Preferred Stock, the Company's issued and outstanding Common Stock was reduced from 451,640,836 to a total of 301,640,836.
The above shares of commons stock were issued in reliance on the exclusion from the registration requirements of the Securities Act of 1933, as amended or in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the issuance of the stock did not involve a public offering of securities.
Item 3.02 Unregistered Sales of Equity Securities
On January 24, 2017, the Company
s CEO, Taiwo Aimasiko, exchanged 150,000,000 of her common shares with the Company for 50,000,000 Series "B" preferred shares.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Document Description
4.1 Certificate of Designation (Series B Preferred Stock, filed with Secretary ofState of Nevada on January 23, 2017.
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 hereunto duly authorized.
Date: January 24, 2017
By: /s/ Taiwo Aimasiko
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