EXHIBIT 4.1
KINGDOM VENTURES, INC.
CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES
OF
SERIES B COMMON STOCK,
$.001 PAR VALUE PER SHARE
(Pursuant to NRS 78.1955)
1. The name of the corporation is Kingdom Ventures, Inc.
2. The following resolutions were adopted by the Board of Directors
pursuant to the Articles of Incorporation of the Company:
RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation by the provisions of the
Certificate of Incorporation of the Corporation, the Board of Directors
hereby authorizes and designates a series of common stock of the
Corporation (the "Series B Common Stock") consisting of 22,430,762 shares.
FURTHER RESOLVED, that the Board of Directors hereby fixes and determines
the powers, designations, preferences and relative rights of the Series B
Common Stock as set forth in Exhibit A attached to these resolutions.
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FURTHER RESOLVED, that the President and the Secretary of the Company be,
and each hereby is, authorized to execute a Certificate of Designations
relating to the Series B Common Stock and cause the same to be filed with
the Secretary of State of the State of Nevada.
IN WITNESS WHEREOF, I do hereby execute these Articles of Amendment on March 31,
2003.
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Gene Jackson, President
EXHIBIT A
KINGDOM VENTURES, INC.
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF
SERIES B COMMON STOCK
1. Designation and Number. There shall be a series of common stock of the
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Corporation designated the "Series B Common Stock" (the "Series B Common
Stock"), and the number of shares constituting such series shall be 22,430,762
shares, having $.001 par value per share. The Series B Common Stock shall, with
respect to all preferences, limitations and relative rights hereof be equal to
and on a par with the common stock of the Corporation, $.001 par value per share
(the "Common Stock"). Without limiting the foregoing, the Series B Common Stock
shall have the following preferences, limitations and relative rights:
a. Voting Rights. Except as required by law, at every meeting of
stockholders of the Corporation, every holder of Series B Common Stock
shall be entitled to one vote, in person or by proxy, for each share of
Series B Common Stock outstanding in such holder's name on the stock
transfer records of the Corporation, and shall vote together with the
Common Stock.
b. Distribution of Assets. Upon the dissolution, liquidation or winding
up of the Corporation, subject to the rights, if any, of the holders of any
other of the Corporation's securities, the holders of the Series B Common
Stock and Common Stock will be entitled to receive all the assets of the
Corporation available for distribution to its stockholders ratably in
proportion to the number of shares held by them.
c. Dividends. Holders of Series B Common Stock and Common Stock shall be
entitled to receive, on an equal basis, such dividends, payable in cash or
otherwise, as may be declared thereon by the Board of Directors from time
to time out of the assets or funds of the Corporation legally available
therefor.
2. Adjustment of Number. In the event that the Corporation shall (a)
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declare a stock dividend, or make a distribution, on the outstanding Common
Stock payable in shares of Common Stock or other security exchangeable for or
convertible into Common Stock; (b) subdivide or split the outstanding Common
Stock; (c) issue any shares of Common Stock for less than the fair market value
(as hereinafter defined) thereof on the date of issuance, or (d) exchange shares
of Common Stock for any other security exchangeable or convertible into a larger
number of shares of Common Stock, then, in each such case, the number of shares
of Series B Common Stock shall be likewise increased in the same proportion as
the increase in the number of shares of Common Stock; provided, however, that
this paragraph shall not result in an increase of the number of shares of Series
B Common where shares of the Common Stock are sold or issued by the Corporation
in exchange for the fair market value thereof. As used in this paragraph, the
term "fair market value" on any date shall mean the amount per share of Common
Stock equal to the average of the highest bid and lowest asked prices of the
Common Stock within the five consecutive trading days ending on such date.
3. Redemption. Each share of the Series B Common Stock may be redeemed, at
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the option of the Corporation, at any time or from time to time. The redemption
price for each share of the Series B Common Stock shall be equal to the closing
price of one share of Common Stock for the business day immediately prior to the
date of redemption as quoted on the Nasdaq OTC Bulletin Board, the Nasdaq Stock
Market, an exchange upon which the Common Stock may be listed or qualified for
trading, or Inter-dealer Automated Quotation System, plus all declared but
unpaid dividends as of the date of redemption. At the option of the Board of
Directors of the Corporation, the Corporation may pay the redemption price in
either cash, shares of Common Stock valued at the closing price of one share of
Common Stock for the business day immediately prior to the date of redemption or
a combination thereof. In the event the Corporation shall redeem shares of
Series B Common Stock, notice of such redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 days prior to the redemption
date, to each holder of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the Corporation.
4. Extraordinary Transactions.
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a. In the event of (i) a merger or consolidation of the Corporation with
or into another corporation resulting in more than 50% of the outstanding
shares of the surviving corporation's voting stock being owned by a person
or persons other than the holders of the Common Stock as of the date
immediately prior to such merger or consolidation; (ii) the sale of voting
stock resulting in more than 50% of the outstanding shares of the
Corporation's voting stock being owned by a person or persons other than
the holders of the shareholders of the Corporation as of the date
immediately prior to such sale; or (iii) the sale, transfer or lease of
all, or substantially all, of the assets of the Corporation (each, an
"Extraordinary Transaction"), each share of Series B Common Stock shall be
converted to Common Stock on the day immediately prior to such
Extraordinary Transaction.
b. The Corporation shall, within ten (10) days after the date the Board
of Directors approves an Extraordinary Transaction, give each holder of
record of the Series B Common Stock written notice of the proposed action,
including the date on which such action is scheduled to be taken, a
description of the stock, cash and property to be received by the holders
of shares of Common Stock upon consummation of the proposed action and the
date of delivery thereof. If any material change in the facts set forth in
the notice shall occur, the Corporation shall promptly give written notice
to each holder of the Series B Common Stock of such material change.
c. The Corporation shall not consummate any Extraordinary Transaction
before the expiration of thirty (30) days after the mailing of the initial
notice or ten (10) days after the mailing of any subsequent written notice,
whichever is later; provided that any such 30-day or 10-day period may be
shortened upon the written consent of the holders
of a majority of the then outstanding shares of the Series B Common Stock
(the "Majority Holders").
5. Restriction on Transfer. The Series B Common Stock shall not be
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transferable on the books and records of the Corporation except as follows:
a. Transfers by a nominee to the beneficial owner of the Series B Common
Stock without the payment of consideration;
b. Transfers to the Corporation;
c. Transfers to other holders of the Series B Common Stock;
d. Transfers by gift, bequest or operation of the laws of descent,
provided that the Series B Common Stock in the hands of the transferee
remains subject to the same restrictions on transfer as they were when held
by the transferor; and
e. Pursuant to an effective Registration Statement relating to the Series
B Common Stock filed with the Securities and Exchange Commission.
6. Legend. The certificates representing shares of the Series B Common
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Stock shall bear the following restrictive legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS,
LIMITATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE SERIES B COMMON STOCK,
A COPY OF WHICH MAY BE OBTAINED BY THE REGISTERED HOLDER HEREOF UPON
WRITTEN REQUEST TO THE ISSUER.
THE SECURITES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR ANY BENEFICIAL
INTEREST THEREIN MAY BE SOLD, PLEDGED, HYPOTHICATED, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AS
SET FORTH IN THE CERTIFICATE OF DESIGNATIONS, LIMITATION, PREFERENCES AND
RELATIVE RIGHTS RELATING TO THE SERIES B COMMON STOCK.
7. Loss. Theft. Destruction. Upon receipt by the Corporation of evidence
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satisfactory to the Board of Directors of the Corporation of the loss, theft,
destruction or mutilation of the certificate representing the holder's shares of
Series B Common Stock, and, in the case of loss, theft or destruction, of
reasonable satisfactory indemnification, and upon surrender and cancellation of
such certificate if mutilated, the Corporation shall execute and deliver a
replacement certificate.