On January 8, 2017, the Company's Board of Directors approved and the Company designated 40,000,000 of its authorized preferred stock as Series "C" preferred shares. The Certificate of Designation stated the following:
Conversion Rights: Each share of Series "C" Preferred is convertible at any time, and from time to time, into one (1) 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 "C" Preferred share will be entitled to receive an equivalent dividend as if the Series "C" Preferred Share had been converted into Common Stock prior to the declaration of such dividend.
Voting Rights: 40 votes per share (votes along with common stock) ;
Liquidation Rights: None
Under Nevada corporation law, no shareholder approval was required for the creation of the Series "C" Preferred Stock or the issuance of Series "C" Preferred Stock in exchange for the shares of common stock exchanged therefor.
On January 10 , 2018, Taiwo Aimasiko, Director of the Company, offered to retire and exchanged 40,000,000 shares of Common Stock of the 50,000,000 owned by her for an aggregate 40,000,000 Series "C" 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 "C" Preferred Stock, the Companys issued and outstanding Common Stock was reduced from 428,689,775 to a total of 388,689,775.
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On January 8, 2018, Bemax Inc. (the "Company") filed a Certificate of Amendment with the Nevada Secretary of State (the "Nevada SOS") whereby it amended its Articles of Incorporation by increasing the Company's authorized shares from 1,050,000,000 billion to 1,800,000,000 billion. The Company's Board of Directors approved this amendment on January 8, 2018 and majority shareholders of the Company's issued and outstanding shares approved this amendment via a written consent executed on January 8, 2018.
Item 3.02 Unregistered Sales of Equity Securities
On January 10, 2018, the Companys CEO, Taiwo Aimasiko, exchanged 40,000,000 of her common shares with the Company for 40,000,000 Series "C" preferred shares.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Document Description
4.1 Certificate of Designation (Series C Preferred Stock, filed with Secretary of State of Nevada on January 8, 2018.
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 12, 2018
By: /s/ Taiwo Aimasiko
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Other recent filings from the company include the following:
Notification of inability to timely file Form 10-Q or 10-QSB - April 17, 2018