UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[x] Definitive Information Statement
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Komodo, Inc.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Name of Registrant as Specified In Its Charter)
Name of Person (s) Filing Information Statement, if other than Registrant:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Common Stock - $.001 par value
Preferred Stock - $.001 par value
(2) Aggregate number of securities to which transaction applies:
14,812,819 shares of Common Stock
1,850,000 shares of Series A Preferred Stock
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(4) Proposed maximum aggregate value of transaction:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(5) Total fee paid:
- - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - -
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filling for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1
1) Amount previously paid:
- - - - - - - - - - - - - - - - - - - - - - - - -
2) Form, Schedule or Registration Statement No.:
- - - - - - - - - - - - - -
3) Filing Party:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
4) Date Filed:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Komodo, Inc.
3602 N. Industrial Road
Kirksville, Missouri 65301
Registrant's telephone number, including area code: (660) 234-5698
Copies of all communications, including all
communications sent to the agent for
service of process, should be sent to:
Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Blvd., Suite 101
Irvine, California 92618
Telephone: 949.660.9700
Facsimile: 949.660.9010
NOTICE OF ACTION TAKEN WITHOUT A SHAREHOLDER MEETING
July 29, 2010
TO THE SHAREHOLDERS OF KOMODO, INC.:
The attached Information Statement is being delivered by Komodo, Inc., a Nevada
corporation (the "Company," "our," "we," or "us"), in connection with the
approval by our shareholders and Board of Directors of an amendment to our
Articles of Incorporation to increase the number of authorized shares of our
$.001 par value Common Stock from 100,000,000 to 5,000,000,000.
The Information Statement is being mailed to the shareholders of record as of
the date of this mailing. The Information Statement is first being mailed to
shareholders on or about July 29, 2010. We anticipate that the amendment to our
Articles of Incorporation shall be effective on or after August 20, 2010. This
action was approved by holders of (i) 14,812,819 shares of our issued and
outstanding Common Stock and (ii) 1,850,000 shares of our issued and outstanding
Series A Preferred Stock, each by a written consent to action taken without a
meeting dated July 7, 2010 (the "Written Consents"). The Written Consent
regarding our Common Stock represented approval by our shareholders holding an
aggregate of 14,812,819 shares of our Common Stock. The Written Consent
regarding our Series A Preferred Stock represented approval by our shareholders
holding 1,850,000 shares of our Series A Preferred Stock, which entitles the
holders thereof to 5 votes per share regarding any matter submitted to our
shareholders for a vote (a collective total of approximately 67% of the issued
and outstanding shares of our capital stock entitled to vote).
2
AMENDMENT TO OUR ARTICLES OF INCORPORATION RE: INCREASE OF
AUTHORIZED COMMON STOCK
On July 7, 2010, our Board of Directors (the "Board") approved a resolution, to
become effective on or after August 20, 2010, authorizing us to file an
amendment to our Articles of Incorporation with the Nevada Secretary of State,
which will change the authorized number of shares of our $.001 par value Common
Stock from 100,000,000 to 5,000,000,000. On the same date, the holders of (i)
14,812,819 shares of our Common Stock and (ii) 1,850,000 shares of our Series A
Preferred Stock (entitled to 5 votes per share) approved that amendment to our
Articles of Incorporation by their written consents in accordance with Sections
78.385 and 78.390 of the Nevada Revised Statutes.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. This Information Statement is furnished only to
inform our shareholders of the actions described above in accordance with Rule
14C promulgated pursuant to the Securities Exchange Act of 1934, as amended.
This Information Statement is being mailed to you on or about July 29, 2010.
This Information Statement describes in more detail the proposed change to our
Articles of Incorporation. Thank you for your continued interest in and support
of the Company.
By Order of the Board of Directors
Gordon J. Muir, Chief Executive Officer
Komodo, Inc.
3602 N. Industrial Road
Kirksville, Missouri 65301
3
KOMODO, INC.
INFORMATION STATEMENT
July 29, 2010
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being delivered by Komodo Inc., a Nevada
corporation (the "Company" "us," "we," or "our"), in connection with the
approval by (i) our Board of Directors (the "Board"); (ii) holders of 14,812,819
issued and outstanding shares of our Common Stock; and (iii) holders of
1,850,000 issued and outstanding shares of our Series A Preferred Stock of an
amendment to our Articles of Incorporation to increase the authorized number of
shares of our Common Stock from 100,000,000 to 5,000,000,000, to provide us with
additional shares of that Common Stock for various purposes, including
satisfaction of indebtedness, equity sales and acquisitions. On July 7, 2010,
the Board approved a resolution authorizing us to file an amendment to our
Articles of Incorporation with the Nevada Secretary of State on or after August
20, 2010, which will increase the authorized number of shares of our Common
Stock from 100,000,000 to 5,000,000,000. On that same date, the holders of (i)
14,812,819 shares of our issued and outstanding Common Stock and (ii) 1,850,000
shares of our issued and outstanding Series A Preferred Stock approved that
amendment to our Articles of Incorporation by their written consents in
accordance with Sections 78.385 and 78.390 of the Nevada Revised Statutes.
Immediately after the date which that amendment is filed with the Nevada
Secretary of State, we shall issue 3,410,200,000 shares of our Common Stock to
pay and satisfy $2,000,000.00 of debt that we owe to various entities, including
3,000,000,000 such shares to Gordon J. Muir, our Chief Executive Officer and one
of our directors.
This Information Statement is being mailed to our shareholders of record as of
the date of this mailing. This Information Statement is first being mailed to
our shareholders on or about July 29, 2010. We anticipate that the amendment to
our Articles of Incorporation will become effective on or after August 20, 2010.
This action was approved by the Board by a Written Consent of Directors to
Action, as well as by the holders of (i) 14,812,819 shares of our issued and
outstanding Common Stock by a written consent to action taken without a meeting
dated July 7, 2010, and (ii) 1,850,000 shares of our issued and outstanding
Series A Preferred Stock by written consent to action taken without a meeting
dated July 7, 2010. Those written consents are referred to herein as the
"Written Consents." The Written Consents are attached hereto as Exhibits "A,"
"B," and "C." The Written Consent regarding our Common Stock represented
approval by our shareholders holding an aggregate of 14,812,819 shares of our
issued and outstanding Common Stock (approximately 57% of the issued and
outstanding shares of that Common Stock entitled to vote). The Written Consent
regarding our Series A Preferred Stock represented approval by our shareholders
holding 1,850,000 shares of our issued and outstanding Series A Preferred Stock,
which entitles the holders thereof to 5 votes per shares regarding any matter
brought to our shareholders for a vote (approximately 92.5% of the issued and
outstanding shares of that Preferred Stock). The approval by the holders of
those shares of our Common Stock and Preferred Stock totals approximately 67% of
the issued and outstanding shares of our capital stock entitled to vote.
4
We have not entered into any commitment, nor do we have any plans, to issue any
shares of our Common Stock, except for the payment and satisfaction of that
indebtedness specified above. We have identified no acquisitions, and we have
not entered into, nor do we have any plans to enter into, any agreements to
merge with, acquire, merge into, or combine with, any other business or entity.
This Information Statement is being provided to you to summarize our actions
specified herein.
A copy of the amendment to our Articles of Incorporation is attached to this
Information Statement as Appendix "A".
To effectuate that amendment to our Articles of Incorporation, the Nevada
Revised Statutes require that such action be approved by the Board and a
majority of the issued and outstanding shares of our capital stock (Common and
Preferred) entitled to vote. The Nevada Revised Statutes, also, specify that any
action which may be taken at a meeting of our shareholders may be taken without
such a meeting and without prior notice, if a written consent, specifying the
action so taken, is signed by the holders of a majority of the issued and
outstanding shares of capital stock (Common and Preferred) entitled to vote.
On July 7, 2010, the Board approved a resolution authorizing us to file an
amendment to our Articles of Incorporation with the Nevada Secretary of State on
or after August 20, 2010, which will increase the authorized number of shares of
our Common Stock to 5,000,000,000. On the same date, the holders of (i)
14,812,819 shares of our issued and outstanding Common Stock and (ii) 1,850,000
shares of our issued and outstanding shares Series A Preferred Stock approved
that amendment to our Articles of Incorporation by their written consents in
accordance with Sections 78.385 and 78.390 of the Nevada Revised Statutes.
As of the date of this Information Statement, we had 25,926,247 shares of our
Common Stock issued and outstanding, with each such share of that Common Stock
entitled to one vote per share. As of the date of this Information Statement, we
had 2,000,000 shares of our Series A Preferred Stock issued and outstanding,
with each share of that Series A Preferred Stock entitled to 5 votes per share
regarding any matter brought to our shareholders for a vote.
Pursuant to regulations promulgated pursuant to the Securities Exchange Act of
1934, as amended, the amendment to our Articles of Incorporation may not be
effected until at least 20 calendar days after this Information Statement is
sent or given to our shareholders. We anticipate that the amendment to our
Articles of Incorporation will become effective on or after August 20, 2010 upon
filing that amendment with the Nevada Secretary of State.
There will not be a meeting of our shareholders, and none is required pursuant
to the Nevada Revised Statutes. These actions have already been approved by a
majority of the issued and outstanding shares of our capital stock entitled to
vote.
INCREASE OF AUTHORIZED NUMBER OF SHARES OF THE COMMON STOCK
The Board has approved the increase in the authorized number of shares of our
Common Stock from 100,000,000 to 5,000,000,000 by an amendment to our Articles
of Incorporation. This change will become effective upon the filing of an
amendment to our Articles of Incorporation with the Nevada Secretary of State,
5
which is expected to occur as soon as reasonably practicable on or after the
20th day following the mailing of this Information Statement to our
shareholders.
The Board believes that increasing the number of authorized shares of our Common
Stock is in the best interests of the Company and our shareholders.
EFFECTS OF THE AMENDED ARTICLES OF INCORPORATION UPON
THE COMPANY'S EXISTING STOCKHOLDERS
This section specifies the effects of the proposed amendment to our Articles of
Incorporation (the "Amended Articles") upon our existing stockholders and
specifies the Company's securities as of the effectiveness of that amendment.
The following summary description of the capital stock of the Company does not
purport to be complete and is qualified in its entirety by reference to the
Amended Articles, a copy of which is attached as Appendix "A" to this
Information Statement.
The authorized capital stock of the Company will consist of (i) 5,000,000,000
shares of Common Stock, $.001 par value and (ii) 10,000,000 shares of Preferred
Stock, $.001 par value, of which 2,000,000 such shares (a) entitle the holders
thereof to 5 votes for every such share held for any matter brought before our
shareholders and (b) are convertible to 5 shares of our Common Stock at a
conversion price of $.01 per share of Common Stock. The terms and preferences of
the Company's Common Stock and Preferred Stock (which is issued and outstanding
prior to the effective date of that amendment) shall not be modified because of
the filing of the Amended Articles. Issued and outstanding shares of our Common
Stock are not being changed or modified by the increase in the authorized number
of our Common Stock; provided, however, upon the issuance of 3,410,200,000
shares of our Common Stock to pay and satisfy $2,000,000.00 of debt that we owe,
holders of our issued and outstanding Common Stock will realize significant
dilution in connection with our Common Stock.
COMMON STOCK. Holders of our Common Stock are entitled to one vote per share
regarding all matters on which holders of our Common Stock are entitled to vote.
The approval of proposals submitted to shareholders at a meeting, other than for
the election of directors, requires the favorable vote of a majority of the
shares voting, except in the event of certain fundamental matters (such as
certain amendments to our Articles of Incorporation, and certain mergers and
reorganizations), in which event Nevada law requires the favorable vote of at
least a majority of all issued and outstanding shares. Holders of shares of our
Common Stock are entitled to receive dividends as may be declared from time to
time by the Board from of funds legally available therefor, and in the event of
liquidation, dissolution or winding up to share ratably in all assets remaining
after payment of liabilities. Holders of shares of our Common Stock have no
preemptive, conversion, subscription or cumulative voting rights.
SERIES A PREFERRED STOCK. Holders of our Series A Preferred Stock are entitled
to 5 votes for every such share held for any matter brought before the
shareholders of the Company. Shares of the Series A Preferred Stock are
assignable, vest immediately to the holders upon issuance and cannot be
cancelled. Each share of our Series A Preferred Stock may convert to 5 shares of
our Common Stock at a conversion price of $.01 per share of Common Stock.
POTENTIAL ANTI-TAKEOVER EFFECT
6
Release No. 34-15230 of the staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any action that may be used
as an anti-takeover mechanism. For example, the authorization of additional
shares of our Common Stock will provide us with additional shares of our Common
Stock, which would permit us to issue additional shares of our Common Stock that
could dilute the ownership of our Common Stock by one or more persons seeking to
effect a change in the composition of the Board or contemplating a tender offer
or other transaction for the combination of the Company with another company.
The increase in the authorized number of shares of our Common Stock is not being
undertaken in response to any effort of which the Board is aware to enable
anyone to accumulate shares of the Common Stock or gain control of the Company.
The purpose of the increase in the number of authorized shares of our Common
Stock is for various purposes, including satisfaction of indebtedness, provide
us with additional shares of our Common Stock for equity sales and acquisitions
and not to provide any anti-takeover defense or mechanism on behalf of the
Company.
Other than the increase of the number of shares of our Common Stock, the Board
does not currently contemplate the adoption of any other amendments to our
Articles of Incorporation that could be construed to affect the ability of third
parties to take over or change the control of the Company. While it is possible
that management could use the additional authorized shares of our Common Stock
to resist or frustrate a third-party transaction that is favored by a majority
of our independent stockholders, we have no intent, plans or proposals to use
the additional unissued authorized shares of our Common Stock as an
anti-takeover mechanism or to adopt other provisions or enter into other
arrangements that may have anti-takeover consequences.
Immediately after the date which that amendment is filed with the Nevada
Secretary of State, we shall issue 3,410,200,000 shares of our Common Stock to
pay and satisfy $2,000,000.00 of debt that we owe to various entities, including
3,000,000,000 such shares to Gordon J. Muir, our Chief Executive Officer and one
of our directors.
ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to our shareholders pursuant to
the Nevada Revised Statutes in connection with the amendment of our Articles of
Incorporation.
SECURITY OF OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to beneficial
ownership of our stock as of July 7, 2010 by:
o persons known by us to be the beneficial owners of more than five percent
(5%) of our issued and outstanding common stock;
o each of our executive officers and directors; and
o all of our officers and directors as a group.
Percentages are computed using a denominator of 25,926,247 shares of our Common
Stock issued and outstanding, which is the total number of shares outstanding as
of July 7, 2010.
7
Name and address of Beneficial Owner Number of Shares
Beneficially Owned (1) Percent (2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The Estate of Penny Perfect 11,840,768 (3) 39%
c/o Komodo, Inc.
3602 N. Industrial Road
Kirksville, Missouri 65301
Gordon Muir 11,722,051 (4) 39%
c/o Komodo, Inc.
3602 N. Industrial Road
Kirksville, Missouri 65301
All current directors and 23,562,819 78%
named officers as a group
(1) The shares are held in various private companies in which the officer may
or may not hold a minority interest. Ms. Perfect and Mr. Muir were
spouses. Accordingly, each spouse's holdings may also be deemed to be
beneficially owned by the other spouse.
(2) Percentage ownership is based upon 25,926,247 shares of our Common Stock
issued and outstanding on July 7, 2010, and is calculated separately for
each person on the basis of the actual number of issued and outstanding
shares beneficially owned as of July 7, 2010, and assumes the conversion
of shares of our Series A Preferred Stock to shares of our Common Stock
held by such person (but not by anyone else).
(3) Includes direct and indirect ownership of our Common Stock and includes
4,375,000 shares of our Common Stock to be issued upon the conversion of
shares of our Series A Preferred Stock.
(4) Includes direct and indirect ownership of our Common Stock and includes
4,375,000 shares of our Common Stock to be issued upon the conversion of
shares of our Series A Preferred Stock.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the issued and outstanding
shares of our capital stock entitled to vote is required for approval of the
amendment of the Articles of Incorporation pursuant to the Nevada Revised
Statutes. We have obtained this approval by the written consents of shareholders
owning (i) 14,812,819 shares of our issued and outstanding Common Stock and (ii)
1,850,000 shares of our issued and outstanding Series A Preferred Stock.
Therefore, meetings to approve the amendment to our Articles of Incorporation
are unnecessary and will not take place for this purpose. A copy of the
amendment to our Articles of Incorporation is attached to this Information
Statement as Appendix "A".
By Order of the Board of Directors:
Komodo, Inc.
By: /s/ Gordon J. Muir
- - - - - - - - - - - - - - - - - - - - - -
Gordon J. Muir, Chief Executive Officer
8
EXHIBIT "A"
WRITTEN CONSENT OF DIRECTORS TO ACTION OF THE
BOARD OF DIRECTORS OF KOMODO, INC.
The undersigned, as all the members of the Board of Directors (the "Board") of
Komodo, Inc., a Nevada corporation (the "Corporation"), do hereby adopt the
following resolutions by written consent in lieu of a meeting of the Board of
the Corporation, pursuant to the Nevada Revised Statutes:
WHEREAS, the Board desires and recommends that the Corporation's
Articles of Incorporation should be amended to increase the authorized number of
shares of the Corporation's Common Stock to 5,000,000,000;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby authorizes and approves the increase in
the authorized number of shares of the Corporation's Common Stock to
5,000,000,000, as set forth in the Amendment to the Articles of Incorporation
(the "Amendment"), substantially in the form attached hereto as Appendix "A";
and be it further
RESOLVED, that the Board will determine the date that the Amendment
will be filed with the State of Nevada Secretary of State; and be it further
RESOLVED, that the Board hereby authorizes the officers of the
Corporation to seek by written consent taken without a meeting the approval by
the holders of a collective majority of the Corporation's issued and outstanding
shares of Common Stock and Preferred Stock (the "Stockholders") of that increase
of the authorized number of shares of the Corporation's Common Stock, as set
forth in the Amendment; and be it further
RESOLVED, that the Board recommends to the Stockholders that they vote
"for" the Amendment; and be it further
RESOLVED, that the filing of the Amendment is contingent upon approval
by the requisite vote of the Stockholders; and be it further
RESOLVED, that at any time prior to the effectiveness of the filing of
the Amendment with the Secretary of State of Nevada, notwithstanding the
authorization of the Amendment by the Stockholders of the Corporation, the Board
may, in its sole discretion, abandon the Amendment without further action or
consent by the Stockholders; and be it further
RESOLVED, that the Corporation, upon approval of the Stockholders,
shall prepare and file with the Securities and Exchange Commission (the "SEC")
an Information Statement on Schedule 14C with respect to the approval of the
Amendment by written consent in lieu of stockholders' meetings; and be it
further.
RESOLVED, that the close of business on July 29, 2010, be, and it
hereby is, fixed as the record date for the determination of stockholders of
record of the Corporation entitled to receive a copy of the Information
Statement; and be it further
9
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, with each such officer having the
full and complete authority to act without the participation or consent of any
other officer, to do and perform any and all such additional action, and to
execute and deliver any and all such further agreements, instruments,
certificates and other documents, in the name and on behalf of the Corporation
and under its corporate seal or otherwise, as each of the officers may, in his
or her discretion, deem necessary or appropriate in order to perform or
otherwise satisfy and effectuate, in whole or in part, any and all of the
purposes and intents of these resolutions.
IN WITNESS WHEREOF, the undersigned, have hereunto set their
hands as of the 7th day of July, 2010.
/s/ Gordon J. Muir
- -------------------------
Gordon J. Muir, Director
/s/ David Janes
- -------------------------
David Janes, Director
/s/ Jeffrey Haggert
- -------------------------
Jeffrey Haggert, Director
10
EXHIBIT "B"
WRITTEN CONSENT TO ACTION BY THE HOLDERS OF SHARES OF COMMON STOCK
OF KOMODO, INC., A NEVADA CORPORATION, TAKEN WITHOUT A MEETING
The undersigned, being the holders of that number of issued and outstanding
shares of $.001 par value Common Stock of Komodo, Inc., a Nevada corporation
(the "Corporation"), specified below (the "Shares"), pursuant to the Nevada
Revised Statutes, hereby consent to the adoption of the following resolutions
taking and authorizing the actions specified herein:
WHEREAS, the Board of Directors of the Corporation (the "Board")
desires and recommends that the Corporation's Articles of Incorporation should
be amended to increase the authorized number of shares of the Corporation's
Common Stock to 5,000,000,000 (the "Increased Capitalization");
WHEREAS, the Corporation must file with the Secretary of State of
Nevada a Certificate of Amendment to its Articles of Incorporation (the
"Amendment") to effectuate the Increased Capitalization;
NOW, THEREFORE, BE IT:
RESOLVED, that the undersigned hereby authorize and approve the
Increased Capitalization, as set forth in the Amendment, substantially in the
form attached hereto as Appendix "A" on such date as the Board determines, it
its discretion, and without any further action by the undersigned; and be it
further
RESOLVED, that at any time prior to the effectiveness of the filing of
the Amendment with the Secretary of State of Nevada, notwithstanding the
authorization of the Amendment by the undersigned, the Board may, in its sole
discretion, abandon the Amendment without further action or consent by the
undersigned; and be it further
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, with each such officer having the
full authority to act without the participation or consent of any other officer,
to do and perform any and all such other acts and things, and to take or omit to
take any and all such further action, and to execute and deliver any and all
such further agreements, instruments, certificates and other documents, in the
name and on behalf of the Corporation and under its corporate seal or otherwise,
as each of the officers may, in his or her discretion, deem necessary or
appropriate in order to perform or otherwise satisfy and effectuate, in whole or
in part, any and all of the purposes and intents of these resolutions.
11
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 7th
day of July, 2010.
Name: Micro-American, Inc.
/s/ Nancy Lake
- -------------------------
By: Nancy Lake
Its: Authorized Agent
Number of Shares: 7,347,051
Name: Jupiter Consulting, Inc.
/s/ Nancy Lake
- -------------------------
By: Nancy Lake
Its: Authorized Agent
Number of Shares: 7,465,768
Collective Number of Shares: 14,812,819
12
EXHIBIT "C"
WRITTEN CONSENT TO ACTION BY THE HOLDERS OF ISSUED AND OUTSTANDING SHARES
OF SERIES A PREFERRED STOCK OF KOMODO, INC., A NEVADA
CORPORATION, TAKEN WITHOUT A MEETING
The undersigned, being the holders of those numbers of the issued and
outstanding shares of the $.001 par value Series A Preferred Stock specified
below the names of the undersigned (the "Shares") of Komodo, Inc., a Nevada
corporation (the "Corporation"), specified below, pursuant to the Nevada Revised
Statutes, hereby consent to the adoption of the following resolutions taking and
authorizing the actions specified herein:
WHEREAS, the Board of Directors of the Corporation (the "Board")
desires and recommends that the Corporation's Articles of Incorporation should
be amended to increase the authorized number of shares of the Corporation's
Common Stock to 5,000,000,000 (the "Increased Capitalization");
WHEREAS, the Corporation must file with the Secretary of State of
Nevada a Certificate of Amendment to its Articles of Incorporation (the
"Amendment") to effectuate the Increased Capitalization;
NOW, THEREFORE, BE IT:
RESOLVED, that the undersigned hereby authorize and approve the
Increased Capitalization, as set forth in the Amendment, substantially in the
form attached hereto as Appendix "A" on such date as the Board determines, it
its discretion, and without any further action by the undersigned; and be it
further
RESOLVED, that at any time prior to the effectiveness of the filing of
the Amendment with the Secretary of State of Nevada, notwithstanding the
authorization of the Amendment by the undersigned, the Board may, in its sole
discretion, abandon the Amendment without further action or consent by the
undersigned; and be it further
RESOLVED, that the officers of the Corporation be, and each of them
hereby is, authorized, empowered and directed, with each such officer having the
full authority to act without the participation or consent of any other officer,
to do and perform any and all such other acts and things, and to take or omit to
take any and all such further action, and to execute and deliver any and all
such further agreements, instruments, certificates and other documents, in the
name and on behalf of the Corporation and under its corporate seal or otherwise,
as each of the officers may, in his or her discretion, deem necessary or
appropriate in order to perform or otherwise satisfy and effectuate, in whole or
in part, any and all of the purposes and intents of these resolutions.
13
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 7th
day of July, 2010.
Name: Micro-American, Inc.
By: /s/ Nancy Lake
- -------------------------
By: Nancy Lake
Its: Authorized Agent
Number of Shares: 875,000
Name: Jupiter Consulting, Inc.
By: /s/ Nancy Lake
- -------------------------
By: Nancy Lake
Its: Authorized Agent
Number of Shares: 875,000
Name: Mandarin Enterprises Ltd.
/s/ Katharine Johnston
- -------------------------
By: Katharine Johnston
Its: Authorized Agent
Number of Shares: 100,000
14
APPENDIX "A"
FORM OF CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
KOMODO, INC.,
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
Komodo, Inc., a corporation organized and existing pursuant to and by virtue of
the laws of the State of Nevada (the "Company"), does hereby certify:
Article I. The Board of Directors of the Company (the "Board"), acting by
Written Consent in accordance with the Nevada Revised Statutes, on July 7, 2010,
adopted a resolution authorizing the Company to increase the authorized number
of shares of its Common Stock to five billion (5,000,000,000) and to file this
Certificate of Amendment.
The Articles of Incorporation filed with the State of Nevada on September 21,
1984, are amended as follows:
"The aggregate number of shares which the Corporation shall have authority to
issue is five billion ten million (5,010,000,000) shares consisting of (i) five
billion (5,000,000,000) shares of Common Stock, $.001 par value per share (the
"Common Stock"); and (ii) ten million (10,000,000) shares of Preferred Stock,
$.001 par value per share (the "Preferred Stock"), of which two million
(2,000,000) shares shall be Series A Preferred Stock with the following
features.
Each share of Series A Preferred Stock entitles its holder to convert one share
of Series A Preferred Stock into five (5) shares of Common Stock, at the sole
discretion of the holder thereof, at a conversion price of $.01 per share of
Common Stock; each holder of shares of Series A Preferred Stock shall be
entitled to five (5) votes (which can be voted prior to conversion) for every
such share held to vote on any matters brought before the shareholders of the
Corporation; shares of Series A Preferred Stock are assignable. Shares of Series
A Preferred Stock vest immediately to the holder upon issuance and cannot be
canceled.
Article II. The vote by which the stockholders holding shares in the Company
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the Articles of
Incorporation have voted in favor of the amendment is 67%, or the equivalent of
24,062,819 shares of Common Stock
Article III. That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of the Nevada Revised Statutes.
IN WITNESS WHEREOF, Komodo, Inc. has caused this certificate to be signed by
Gordon J. Muir, its Chief Executive Officer, this 20th day of August, 2010.
By: /s/ Gordon J. Muir
-------------------------
Name: Gordon J. Muir
Title: Chief Executive Officer
15