EXPLANATORY NOTE
The purpose of this Amendment No. 1 (the “Amendment”) on Form 8-A to Endeavor IP, Inc.’s (the “Company”) Form 8-A filed with the Securities and Exchange Commission on October 23, 2013 (the “Form 8-A”), is to fix a typographical error in the “Capital Stock” paragraph of Item 1. The paragraph incorrectly stated the Company’s authorized capital stock consisted of “2000,0000 shares of common stock”. The number now correctly reads “200,000,000”.
No other changes have been made to the Form 8-A filed on October 23, 2013. This Amendment speaks as of the original filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 8-A, except as otherwise set forth above.
Item 1. Description of Registrant’s Securities to be Registered.
Capital Stock
Our authorized capital stock consists of 225,000,000 shares, consisting of 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and 25,000,000 shares of “Blank Check” Preferred Stock, par value $0.0001 per share. As of October 23, 2013, none of the shares of our Preferred Stock are issued and outstanding.
Common Stock
The following is a description of our Common Stock being registered:
Our shareholders (i) have equal rateable rights to dividends from funds legally available therefor, when, as and if declared by the board of directors; (ii) are entitled to share rateably in all of the assets for distribution to holders of common stock upon liquidation, dissolution or winding up of our business affairs; (iii) do not have pre-emptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid and non-assessable.
There are no provisions in our articles of incorporation or bylaws that would delay, defer or prevent a change in control of our company or a change in type of business.
Dividends
We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
Item 2. Exhibits.
