_________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF
FUELSTREAM, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 87-0561426 | |
| (State of Other Jurisdiction | (IRS Employer | |
| Of Incorporation) | Identification No.) |
510 Shotgun Road, Suite 110 Sunrise, Florida |
33325 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 423-5345
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| None | None |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ý
Securities Act registration statement file number to which this form relates: __________(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
| Common Stock, par value $0.0001 per share |
| (Title of class) |
Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the registration with the Securities and Exchange Commission of the common stock, par value $0.0001 per share (the "Common Stock"), of Fuelstream, Inc. (the "Registrant"). The Registrant's authorized share capital consists of 50,000,000 shares of Common stock, and 200 shares of $0.0001 par value preferred stock. As of April 15, 2013, an aggregate of 10,567,746 shares of Common Stock and 200 shares of preferred stock were issued and outstanding.
The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Holders of shares of our common stock do not have cumulative voting rights, which means that, subject to the rights of our preferred stockholders described below, the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Our charter authorizes us to issue up to 200 shares of preferred stock. All 200 of these preferred shares are issued and outstanding as of December 31, 2012. Although the preferred stock carries no dividend, distribution, liquidation or conversion rights, each share of preferred stock carries ten million (10,000,000) votes and holders of our preferred stock are able to vote together with our common stockholders on all matters. Consequently, the holder of our preferred stock is able to unilaterally control the election of our board of directors and, ultimately, the direction of our Company.
Item 2. Exhibits
The following exhibits are filed as a part of this registration statement and incorporated by reference to the prior filings as indicated:
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on November 22, 2011). | |
| 3.2 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on June 17, 2011). | |
| 10.1. | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K/A filed on September 18, 2012). | |
| 10.2 | 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K/A filed on September 18, 2012). | |
| 10.3 | Securities Purchase Agreement between the Registrant and Peak One Opportunity Fund, L.P., dated October 2, 2012 (incorporated by reference to Exhibit 10.3 to Registrant’s S-1 Registration Statement filed on January 23, 2013). |
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 hereunto duly authorized.
| Fuelstream, Inc. | ||
| Date: April 24, 2013 | By: /s/ Juan Carlos Ley | |
| Juan Carlos Ley | ||
Principal Executive Officer and Principal Financial Officer |
