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FLORIDA DEPARTMENT OF STATE
Glenda E. Hood
Secretary of State
October 18, 2004
THE JACKSON RIVERS COMPANY
402 WEST BROADWAY, #400
SAN DIEGO, CA 92101US
Re: Document Number PQ1000045978
The Articles of Amendment to the Articles of Incorporation of THE JACKSON RIVERS
COMPANY, a Florida corporation, were filed on October 18, 2004.
This document was electronically received and filed under FAX audit number
H04000207367.
Should you have any questions regarding this matter, please telephone (850)
245-6050, the Amendment Filing Section.
Darlene Connell
Document Specialist
Division of Corporations Letter Number: 804A00059724
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF THE JACKSON RIVERS COMPANY
Pursuant to the provisions of Section 607.0602 of the Florida Statutes, The
Jackson Rivers Company, a Florida profit corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST. The Amendment adopted. Article V of the Company's Articles of
Incorporation, as previously amended, is hereby amended to read in its entirety
as follows:
4.2 There is herby designated a series of the preferred stock to be called
the "Series A Preferred Stock" to consist of 10,000,000 shares and to have the
following terms:
1. Dividends. Except as provided herein, the holders of outstanding shares
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of the Series A Preferred Stock shall be entitled to receive cash, stock, or
other property, as dividends when, as, and if declared by the Board of Directors
of the Company. If shares of the Series A Preferred Stock or the common stock of
the Company, par value $0.001 per share (the "Common Stock") are to be issued as
a dividend, any such shares shall be issued at Market Value. "Market Value" for
the Common Stock for the purposes of this Certificate of Designation shall mean
the average of the bid and ask prices for the Common Stock for the five business
days preceding the declaration of a dividend by the Board of Directors. '"Market
Value" with respect to any shares of the Series A Preferred Stock shall be as
determined by the Board of Directors, whose decision shall be final and binding
on all parties.
2. Redemption Rights. Subject to the applicable provisions of Florida law,
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the Company, at the option of its directors, and with the consent of a majority
of the stockholders of the Series A Preferred Stock, may at any time or from
time to time redeem the whole or any part of the outstanding Series A Preferred
Stock. Any such redemption shall be pro rata with respect to all of the holders
of the Series A Preferred Stock. Upon redemption the Company shall pay for each
share redeemed the amount of $0.001 per share, payable in cash. Such redemption
shall be on an all-or-nothing basis.
At least 30 days previous notice by mail, postage prepaid, shall be given
to the holders of record of the Series A Preferred Stock to be redeemed, such
notice to be addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the purpose of notice, or if no such address appears or is given, at the place
where the principal office of the Company is located. Such notice shall state
the date fixed for redemption and the redemption price, and shall call upon the
holder to surrender to the Company on said date at the place designated in the
notice such holder's certificate or certificates representing the shares to be
redeemed. On or after the date fixed for redemption and stated in such notice,
each holder of Series A Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price. If less than all the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares. If such notice of redemption shall have been duly given, and
if on the date fixed for redemption funds necessary for the redemption shall be
available therefor, notwithstanding that the certificates evidencing any Series
A Preferred Stock called for redemption shall not have been surrendered, the
dividends with respect to the shares so called for redemption shall forthwith
after such date cease and determine, except only the right of the holders to
receive the redemption price without interest upon surrender of their
certificates therefor.
If, on or prior to any date fixed for redemption of Series A Preferred
Stock, the Company deposits, with any bank or trust company as a trust fund, a
sum sufficient to redeem, on the date fixed for redemption thereof, the shares
called for redemption, with irrevocable instructions and authority to the bank
or trust company to give the notice of redemption thereof (or to complete the
giving of such notice if therefore commenced) and to pay, or deliver, on or
after the date fixed for redemption or prior thereto, the redemption price of
the shares to their respective holders upon the surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date fixed for redemption), the shares so called shall be redeemed and any
dividends on those shares shall cease to accrue after the date fixed for
redemption. The deposit shall constitute full payment of the shares to
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their holders, and from and after the date of the deposit the shares shall no
longer be outstanding and the holders thereof shall cease to be stockholders
with respect to such shares, and shall have no rights with respect thereto
except the right to receive from the bank or trust company payment of the
redemption price of the shares without interest, upon the surrender of their
certificates therefor. Any interest accrued on any funds so deposited shall be
the property of, and paid to, the Company. If the holders of Series A Preferred
Stock so called for redemption shall not, at the end of six years from the date
fixed for redemption thereof, have claimed any funds so deposited, such bank or
trust company shall thereupon pay over to the Company such unclaimed funds, and
such bank or trust company shall thereafter be relieved of all responsibility in
respect thereof to such holders and such holders shall look only to the Company
for payment of the redemption price.
3. Liquidation Rights. Upon the dissolution, liquidation or winding up of
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the Company, whether voluntary or involuntary, the holders of the then
outstanding shares of Series A Preferred Stock shall be entitled to receive out
of the assets of the Company the sum of $0.001 per share (the "Liquidation
Rate") before any payment or distribution shall be made on the Common Stock, or
any other class of capital stock of the Company ranking junior to the Series A
Preferred Stock.
(a) The sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding up of the Company for purposes of this Paragraph 3, but the merger or
consolidation of the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed a dissolution, liquidation or winding up, voluntary or involuntary, for
purposes of this Paragraph 3.
(b) After the payment to the holders of shares of the Series A
Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for
shares of the Series A Preferred Stock, the holders of the Series A Preferred
Stock as such, shall have no right or claim to any of the remaining assets of
the Company.
(c) In the event the assets of the Company available for distribution
to the holders of the Series A Preferred Stock upon dissolution, liquidation or
winding up of the Company shall be insufficient to pay in full all amounts to
which such holders are entitled pursuant to this Paragraph 3, no distribution
shall be made on account of any shares of a class or series of capital Stock of
the Company ranking on a parity with the shares of the Series A Preferred Stock,
if any, upon such dissolution, liquidation or winding up unless proportionate
distributive amounts shall be paid on account of the shares of the Series A
Preferred Stock, ratably, in proportion to the full distributive amounts for
which holders of all such parity shares are respectively entitled upon such
dissolution, liquidation or winding up.
4. Conversion of Series A Preferred Stock. At any time, the holder of
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shares of the Series A Preferred Stock, shall have the right, at such holder's
option, to convert any number of shares of the Series A Preferred Stock into
shares of the Common Stock. Such right to convert shall commence as of the date
the shares of such Series A Preferred Stock are issued to such holder (the
"Issue Date") and shall continue thereafter for a period of 10 years, such
period ending on the 10th anniversary of the Issue Date. In the event that the
holder of the Series A Preferred Stock elects to convert such shares into Common
Stock, the holder shall have 60 days from the date of such, notice in which to
tender his shares of Series A Preferred Stock to the Company. Any such
conversion shall be upon the other following terms and conditions:
(a) Conversion Right. Subject to adjustment as provided herein, each
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share of the Series A Preferred Stock shall be convertible into 1,000 fully paid
and nonassessable shares of the Common Stock (the "Conversion Rate").
(b) Adjustment of Conversion Rate for Dilution and Other Events. In
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order to prevent dilution of the rights granted to the holders of shares of the
Series A Preferred Stock, the Conversion Rate will be subject to adjustment from
time to time as follows:
(i) Adjustment of Conversion Rate upon Subdivision or Combination
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of the Common Stock. If the Company at any tune subdivides the Common Stock (by
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any stock split, stock dividend, recapitalization or otherwise) into a greater
number of shares, the Conversion Rate in effect immediately prior to
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such subdivision will be proportionately reduced. If the Company at any time
combines the Common Stock (by combination, reverse stock split or otherwise)
into a smaller number of shares, the Conversion Rate in effect immediately prior
to such combination will be proportionately increased.
(ii) Reorganization, Reclassification, Consolidation. Merger or
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Sale. Any recapitalization, reorganization, reclassification, consolidation,
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merger, or other similar transaction which is effected in such a way that
holders of the Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for the Common Stock is referred to herein as an "Organic Change."
Prior to the consummation of any Organic Change, the Company will make
appropriate provision, in form and substance satisfactory to the holders of a
majority of the outstanding shares of the Series A Preferred Stock, to ensure
that each of the holders of shares of the Series A Preferred Stock will
thereafter have the right to acquire and receive in lieu of or in addition to,
as the case may be, the shares of the Common Stock immediately theretofore
acquirable and receivable upon the conversion of such holder's Series A
Preferred Stock, such shares of stock, securities or assets as may be Issued or
payable with respect to or in exchange for the number of shares of the Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder's shares of the Series A Preferred Stock had such Organic Change not
taken place. In any such case, the Company will make appropriate provision, in
form and substance satisfactory to the holders of a majority of the outstanding
shares of the Series A Preferred Stock, with respect to such holders' rights and
interests to ensure that the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series A Preferred Stock. The Company
will not effect any such consolidation or merger, unless prior to the
consummation thereof the successor entity resulting from such consolidation or
merger, if other than the Company, assumes, by written instrument, in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the Series A Preferred Stock, the obligation to deliver to each bolder of shares
of the Series A Preferred Stock such shares of stock, securities or assets as,
in accordance with the foregoing provisions, that such holder may be entitled to
acquire,
(iii) Notices. Immediately upon any adjustment of the Conversion
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Rate, the Company will give written notice of such adjustment to each, holder of
shares of the Series A Preferred Stock, setting forth in reasonable detail and
certifying the calculation of such adjustment. The Company will give written
notice to each holder of shares of the Series A Preferred Stock at least 20 days
prior to the date on which the Company closes its books or takes a record with
respect to any dividend or distribution upon the Common Stock, or with respect
to any pro rata subscription offer to holders of the Common Stock The Company
will also give written notice to each holder of shares of the Series A Preferred
Stock at least 20 days prior to the date on which any Organic Change,
dissolution or liquidation will take place.
(c) Purchase Rights. If at any time the Company grants, issues or
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sells any options, convertible securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of the Common Stock
(the "Purchase Rights"), then each holder of shares of the Series A Preferred
Stock will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of the Common Stock acquirable upon
complete conversion of the holder's shares of the Series A Preferred Stock
immediately before the date on which a record is taken for the grant issuance or
sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue or sale of such purchase Rights.
(d) Mechanics of Conversion. To convert shares of the Series A
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Preferred Stock into full shares of the Common Stock on any date (the
"Conversion Date"), the holder thereof shall (i) deliver or transmit by
facsimile to the Company, for receipt on or prior to 11:59 p.m. Pacific Time, on
the Conversion Date, a copy of a fully executed notice of conversion in the form
attached hereto as Attachment A (the "Conversion Notice"), and (ii) surrender to
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a common carrier for delivery to the Company as soon as practicable following
such date, the certificates (each a "Preferred Stock Certificate") representing
the shares of the Series A Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft or destruction thereof, and the originally executed Conversion Notice.
Upon receipt by the Company of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion Notice to such holder. Within five business days of the Company's
receipt of the originally executed Conversion Notice and the holder's Preferred
Stock Certificate(s), the Company shall issue and surrender to a
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common carrier for overnight delivery to the address as specified in the
Conversion Notice, a certificate, registered in the name of the holder or its
designee, for the number of shares of the Common Stock to which the holder is
entitled.
(e) Record Holder. The person or persons entitled to receive stores of
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the Common Stock issuable upon conversion of shares of the Series A Preferred
Stock shall be treated for all purposes as the record holder or holders of such
shares of the Common Stock on the Conversion Date.
(f) Fractional Shares. The Company shall not be required to issue any
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fraction of a share of the Common Stock upon any conversion. All shares of the
Common Stock, including fractions thereof, issuable upon conversion of more than
one share of the Series A Preferred Stock shall be aggregated for purposes of
determining whether the conversion would result in the issuance of a fraction of
a share of the Common Stock. If, after such aggregation, the issuance would
result in the issuance of a fraction of it share of the Common Stock, the
Company shall round such fraction of a share of the Common Stock up or down to
the nearest whole share.
(g) Reissuance of Certificates. In the event of a conversion of less
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than all of the shares of the Series A Preferred Stock represented by a
particular Preferred Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series A Preferred Stock a new Series
A Preferred Stock Certificate representing the remaining shares of the Series A
Preferred Stock which were not corrected.
5. Reservation of Shares. The Company shall, so long as any of the shares
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of the Series A Preferred Stock are outstanding, reserve and keep available out
of its authorized and unissued shares of the Common Stock, solely for the
purpose of effecting the conversion of the shares of the Series A Preferred
Stock, the number of shares of the Common Stock as shall from time to time be
sufficient to affect the conversion of all of the outstanding shares of the
Series A Preferred Stock.
6. Preferred Status. The rights of the shares of the Common Stock shall be
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subject to the preferences and relative rights of the shares of the Series A
Preferred Stock. Without the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock,
the Company shall not hereafter authorize or issue additional or other capital
stock that is of senior or equal rank to the shares of the Series A Preferred
Stock in respect of the preferences as to distributions and payments upon the
liquidation, dissolution and winding up of the Company described in Paragraph 3
above.
7. Restriction on Dividends. If any shares of the Series A Preferred Stock
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are outstanding, the Company shall not, without the prior written consent of the
holders of not less than two-thirds (2/3) of the then outstanding shares of the
Series A Preferred Stock, directly or indirectly declare, pay or make any
dividends or other distributions upon any of the Common Stock. Notwithstanding
the foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as the Company simultaneously pays each holder of shares of the Series A
Preferred Stock an amount in cash equal to the amount such holder would have
received had all of such holder's shares of the Series A Preferred Stock been
converted to shares of the Common Stock on the business day prior to the record
date for any such dividend.
8. Vote to Change the Terms of the Series A Preferred Stock. Without the
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prior written consent of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series A Preferred Stock, the Company shall not amend,
alter, change or repeal any of the powers, designations, preferences and rights
of the Series A Preferred Stock.
9. Lost or Stolen Certificates. Upon receipt by the Company of evidence
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing shares of the Series A Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking or bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s), the Company shall execute and deliver new Series A
Preferred Stock Certificate(s) of like tenor and date, provided, however, the
Company shall not be obligated to re-issue Series A Preferred Stock Certificates
if the holder thereof contemporaneously requests the Company to convert such
shares of the Series A Preferred Stock into the Common Stock.
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10. Voting. On all matters submitted to a vote of -the holders of the
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Common Stock, including, without limitation, the election of directors, a holder
of shares of the Series A Preferred Stock shall be entitled to the number of
votes on such matters equal to the number of shares of the Series A Preferred
Stock held by such holder multiplied by 2,000. If no record date is established,
the date to be used for the determination of the stockholders entitled to vote
on such matters shall be the date on which notice of the meeting of stockholders
at which the vote is to be taken is marked, or the date any written consent of
stockholders is solicited if the vote is not to be taken at a meeting. The
holders of Series A Preferred Stock shall not vote as a separate class, but
shall vote with the holders of the Common Stock. Except as otherwise may be
provided by law, the holders of the Series A Preferred Stock shall be entitled
to one vote on all matters submitted to the vote of the holders of the Preferred
Sock.
SECOND, The date of the Amendment is October 13, 2004.
THIRD, The Amendment was duly adopted by the sole Director of the Company
without shareholder action and shareholder action was not required.
Signed this 13th day of October, 2004.
THE JACKSON RIVERS COMPANY
By /s/ Dennis N. Lauzon, President
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Dennis N. Lauzon, President
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