SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
KANAKARIS WIRELESS
--------------------------
(Name of Registrant as Specified in Charter)
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:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on 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 filing 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) Amount Previously Paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing Party:
______________________________________________________________________
(4) Date Filed:
______________________________________________________________________
KANAKARIS WIRELESS
65 ENTERPRISE, SUITE 365
ALISO VIEJO, CALIFORNIA 92656
NOTICE OF ACTIONS TAKEN
PURSUANT TO THE WRITTEN CONSENT
OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given to the holders of the issued and outstanding
shares of common stock, $.001 par value per share, of Kanakaris Wireless, a
Nevada corporation, that our board of directors and the holder of a majority of
the voting power entitled to vote have approved an amendment of our Restated
Articles of Incorporation that reflects:
o a one-for-twenty reverse split of the issued and outstanding
shares of our common stock through which every twenty shares
of common stock outstanding at the effective date of the
Amendment shall be converted into one fully paid and
nonassessable share of common stock, with any fractional
shares that result from such reverse stock split to be rounded
up to the nearest whole share of common stock; and
o the maintenance of our authorized capital stock at 255,000,000
shares, of which 250,000,000 shares remain designated as
common stock, 1,000,000 shares remain designated as Class A
Convertible Preferred Stock, $.01 par value per share, or
Class A Preferred Stock, and 4,000,000 shares remain
designated as Preferred Stock, $.01 par value per share.
Our board of directors has fixed the close of business on October 1,
2001 as the record date for the determination of stockholders entitled to notice
of and to consent to the approval and adoption of the amendment of our Restated
Articles of Incorporation. Your attention is directed to the attached
Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ ALEX F. KANAKARIS
ALEX F. KANAKARIS,
Chairman of the Board, President and
Chief Executive Officer
Aliso Viejo, California
October 18, 2001
1
KANAKARIS WIRELESS
65 ENTERPRISE, SUITE 365
ALISO VIEJO, CALIFORNIA 92656
__________________________
INFORMATION STATEMENT
__________________________
THIS INFORMATION STATEMENT IS FIRST BEING MAILED OR
GIVEN TO STOCKHOLDERS ON OR ABOUT NOVEMBER 2, 2001
__________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the board of directors of
Kanakaris Wireless, a Nevada corporation, to the holders of record of our issued
and outstanding shares of common stock, $.001 par value per share, at the close
of business on October 1, 2001, or the record date, in connection with the
approval of an Amendment to Articles of Incorporation ("Amendment") that
reflects:
o a one-for-twenty reverse split of the issued and outstanding
shares of our common stock through which every twenty shares
of common stock outstanding at the effective date of the
Amendment shall be converted into one fully paid and
nonassessable share of common stock, with any fractional
shares that result from such reverse stock split to be rounded
up to the nearest whole share of common stock; and
o the maintenance of our authorized capital stock at 255,000,000
shares, of which 250,000,000 shares remain designated as
common stock, 1,000,000 shares remain designated as Class A
Convertible Preferred Stock, $.01 par value per share, or
Class A Preferred Stock, and 4,000,000 shares remain
designated as Preferred Stock, $.01 par value per share.
Our board of directors approved the Amendment at special meetings of
the board of directors on September 6, 2001 and as of October 1, 2001.
Stockholder approval of the Amendment also was required. The affirmative vote of
the holders of a majority of the voting power entitled to vote on the Amendment
constituted the act of the stockholders with regard to the Amendment. The voting
power entitled to vote on the Amendment consisted of the vote of the holders of
a majority of the voting power of the common stock and the Class A Preferred
Stock, voting together as a single class, with each share of common stock having
one vote and each share of Class A Preferred Stock having 100 non-cumulative
votes, together with the vote of a majority of the voting power of the Class A
Preferred Stock, voting as a separate class, with each share of preferred stock
having one vote. Only stockholders of record at the close of business on the
record date are entitled to notice of and to approve the Amendment. As of the
record date, 97,072,930 shares of common stock, 1,000,000 shares of Class A
Preferred Stock and no shares of Preferred Stock were issued and outstanding.
Under the Nevada General Corporation Law and our bylaws, action that
may be taken at a meeting of the stockholders may also be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted (here, a majority of the voting power of
common stock and the Class A Preferred Stock, voting as a single class, and a
majority of the voting power of the Class A Preferred Stock, voting as a
separate class). Prompt notice of the taking of any corporate action without a
meeting by less than unanimous written consent must be given to those
stockholders who have not consented in writing.
The holder of a majority of the voting power of the common stock and
all of the voting power of the Class A Preferred Stock approved the Amendment by
written consent effective as of October 1, 2001. Accordingly, your consent is
not required and is not being solicited in connection with the Amendment. There
are no dissenter's rights of appraisal with respect to the Amendment. We will
pay the expenses of furnishing this Information Statement, including the cost of
preparing, assembling and mailing this Information Statement.
The Amendment will become effective upon its filing with the Nevada
Secretary of State. We anticipate filing the Amendment with the Nevada Secretary
of State in substantially the form attached as Exhibit A to this Information
Statement on or about the 20th calendar day following the date that this
Information Statement is delivered to stockholders, which date we anticipate
will be on or about November 23, 2001.
As indicated above, the Amendment will reduce by a factor of twenty the
number of outstanding shares of our common stock while maintaining the current
numbers of authorized shares of our common stock, Class A Preferred Stock and
Preferred Stock. This effectively will result in a twenty-fold increase in our
authorized capital stock. Our board of directors believes that this effective
increase in our authorized capital stock is in the best interests of Kanakaris
Wireless and its stockholders because it will make available additional shares
of common stock that may be used for acquisitions, financings, employee benefit
programs and other corporate purposes. The available additional shares of common
stock may be issued from time to time as our board of directors determines,
without further action of the stockholders. Although our board of directors has
no current plans to use such shares to entrench present management, it may be
able to use the available additional shares as a defensive tactic against
hostile takeover attempts. However, to our management's knowledge, no hostile
takeover attempts currently are threatened.
The Amendment will not reduce the number of outstanding shares of Class
A Preferred Stock nor will it reduce the 100 non-cumulative votes that each
share of Class A Preferred Stock has, voting together as a single class with our
common stock, on all matters presented for approval of our stockholders
generally. This effectively will result in a twenty-fold increase in the voting
power of our Class A Preferred Stock relative to the voting power of our common
stock. This effective increase is intended to help ensure that the business and
the creative leadership and vision of Alex Kanakaris, our Chairman of the Board,
President and Chief Executive Officer, can continue in the future.
Because Mr. Kanakaris is the only holder of Class A Preferred Stock,
Mr. Kanakaris will benefit from the effective increase in voting rights of the
Class A Preferred Stock. Accordingly, as a member of the board of directors, Mr.
Kanakaris may be viewed as having a conflict of interest in approving the
Amendment. In addition, our other members of the board of directors may have a
conflict of interest in approving the Amendment because Mr. Kanakaris is a part
of and may be viewed as friendly to the other incumbent members of the board of
directors. Mr. Kanakaris' simultaneous roles as the sole holder of our Class A
Preferred Stock and as a director and officer could have a potential
anti-takeover effect because Mr. Kanakaris may be expected to make investment
and voting decisions in response to a hostile takeover attempt that may serve to
discourage or render more difficult the accomplishment of such an attempt. As
indicated above, however, the board of directors is unaware of any present
threat of any hostile takeovers involving Kanakaris Wireless.
-2-
The Amendment will not alter the voting or other rights of the holders
of our common stock except to the extent that the voting rights of the Class A
Preferred Stock effectively are increased as described above and to the extent
the ownership rights of holders of our common stock are diluted from time to
time through the issuance of available additional shares. Stockholders of record
do not currently possess, nor upon the filing of the Amendment will they
acquire, preemptive rights that would entitle them, as a matter of right, to
subscribe for the purchase of any shares, rights, warrants or other securities
or obligations convertible into, or exchangeable for, securities of Kanakaris
Wireless.
Our common stock currently is quoted on the NASD's OTC Electronic
Bulletin Board. We believe that the Amendment may make our common stock more
attractive to members of the investing public who may view low-priced stocks as
unattractive or who may, as a matter of policy, be precluded from purchasing our
common stock due to its low price. However, because our future performance
depends upon various business and economic factors that cannot be predicted,
there can be no assurance that the Amendment will enhance the marketability of
our common stock or that the Amendment will not reduce the marketability of our
common stock.
In addition to the adoption of the Amendment, our board of directors,
with Mr. Kanakaris abstaining from voting, has adopted an amendment to our
Amended and Restated Bylaws, which amendment is attached to this Information
Statement as Exhibit B. The bylaw amendment is an amendment and restatement of
Article IX "Acquisition of Controlling Interest Provisions of the Nevada General
Corporation Law Shall Not Apply."
Sections 78.378 to 78.3793, inclusive, of the Nevada General
Corporation Law generally restrict the acquiror of a controlling interest in a
Nevada corporation from exercising the voting rights that accompany the acquired
control shares unless stockholder approval is obtained or unless the
corporation's articles of incorporation or bylaws in effect on the tenth day
following the acquisition of the controlling interest provide that these
sections do not apply. The bylaw amendment provides that these sections of the
Nevada General Corporation Law do not apply to the acquisition of a controlling
interest by Mr. Kanakaris that may result when the effective increase in voting
rights of the Class A Preferred Stock occurs upon filing of the Amendment with
the Nevada Secretary of State. Approval and adoption of the bylaw amendment is
intended to enable Mr. Kanakaris to exercise the voting rights of the Class A
Preferred Stock without regard to the acquisition of controlling interest
sections of the Nevada General Corporation Law. As indicated above, Mr.
Kanakaris' ability to exercise his voting rights is intended to help ensure that
his leadership and vision for Kanakaris Wireless can continue in the future.
With regard to the current beneficial ownership of our outstanding
capital stock, the following table sets forth information regarding the
beneficial ownership of our common stock and Class A Preferred Stock as of
September 20, 2001 by:
o Each person known by us to own beneficially 5% or more of our
outstanding common stock or Class A Preferred Stock;
o Each of our directors;
o Each of our executive officers; and
o All of our directors and executive officers as a group.
The following calculations of the percentages of outstanding shares are
based on 90,294,089 shares of our common stock and 1,000,000 shares of our Class
A Preferred Stock issued and outstanding as of the date of the table. Share
ownership in each case includes shares issuable upon exercise of outstanding
options and warrants, conversion of outstanding shares of Class A Preferred
Stock and conversion of outstanding convertible debentures that are exercisable
or convertible, as the case may be, within sixty days of the date of the table,
as more particularly described in the footnotes below. Except as described
below, beneficial ownership and, accordingly, percent of class ownership, is
calculated in accordance with Securities and Exchange Commission Rule 13d-3.
-3-
Amounts shown in the table as beneficially owned by Bristol Investment
Fund, Ltd., AJW Partners, LLC, New Millennium Capital Partners II, LLC, Bank
Insinger de Beaufort, Equilibrium Equity, LLC, Alliance Equities, Inc. and
Richard Epstein, or the investors, are determined in part based upon the terms
of convertible debentures and related warrants held (directly or indirectly) by
these seven investors as of the date of the table. For purposes of the table, we
have disregarded provisions contained in the debentures and warrants that
prohibit conversion of the debentures or exercise of the warrants to the extent
that conversion of the debentures would result in the investor, together with
its affiliates, beneficially owning in excess of 4.999% or 9.999% of our
outstanding shares of common stock, and to the extent that exercise of the
warrants would result in the investor, together with its affiliates,
beneficially owning in excess of 4.9% of our outstanding shares of common stock.
An investor may waive these limitations upon prior written notice to us.
Further, these limitations do not preclude an investor from converting or
exercising and selling shares underlying the debentures and warrants in stages
over time where each stage does not cause the investor to beneficially own in
excess of the limitation amounts.
In light of the above discussion regarding the terms of the debentures
and warrants, the number of shares shown in the table below as beneficially
owned by each debenture investor represents a good faith estimate of the number
of shares of common stock issuable upon conversion of the debentures and upon
exercise of the warrants as of the date of the table and has not been calculated
in strict compliance with Rule 13d-3.
With regard to changes in control of Kanakaris Wireless since the
beginning of our last fiscal year, on March 14, 2001, we held an annual meeting
of stockholders for consideration of several proposals. One of the proposals
involved an increase in the voting rights of the Class A Preferred Stock from
twenty non-cumulative votes per share, voting together with our common stock on
all matters on which the holders of our common stock are entitled to vote, to
100 non-cumulative votes per share on such matters. At the meeting, this
proposal was approved by our stockholders.
On May 2, 2001, we filed with the Nevada Secretary of State an
Amendment to Articles of Incorporation that included, among other things, this
increase in voting rights of the Class A Preferred Stock. As a result of this
increase in voting rights and as a result of ownership of shares of common stock
and Class A Preferred Stock by Alex Kanakaris, our Chairman of the Board,
President and Chief Executive Officer, Mr. Kanakaris became entitled to exercise
voting control over Kanakaris Wireless. Immediately prior to such time, Mr.
Kanakaris had voting control over Kanakaris Wireless together with other
directors and executive officers of our company by virtue of Mr. Kanakaris'
twenty non-cumulative votes per share of Class A Preferred Stock and Mr.
Kanakaris' and other directors' and executive officers' direct holdings of our
common stock. The beneficial ownership by Mr. Kanakaris of our voting securities
as of September 20, 2001 is disclosed in the table below.
-4-
AMOUNT AND NATURE
NAME AND ADDRESS OF TITLE OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER(1) CLASS OWNERSHIP OF CLASS
----------------- --------- -------------------- --------
AJW Partners, LLC
155 First Street, Suite B
Mineola, New York 11501................. Common 65,514,797 (2) 42.18%
New Millennium Capital Partners II, LLC
155 First Street, Suite B
Mineola, New York 11501................. Common 65,514,797 (2) 42.18%
Bristol Investment Fund, Ltd.
c/o Olympia Capital (Cayman) Limited
Williams House
20 Reid Street
Hamilton HM 11, Bermuda................. Common 35,262,237 (3) 28.08%
Equilibrium Equity, LLC
155 First Street, Suite B
Mineola, New York 11501................. Common 22,132,527 (4) 19.71%
Richard Epstein
12147 NW 9th Drive
Coral Springs, FL 33071................. Common 17,366,067 (5) 17.80%
Alex F. Kanakaris....................... Common 13,669,546 (6) 14.64%
Class A
Convertible
....................... Preferred 1,000,000 100.00%
Alliance Equities, Inc.
12147 NW 9th Drive
Coral Springs, FL 33071................. Common 8,066,067 (7) 8.27%
Branch Lotspeich........................ Common 2,997,595 (8) 3.28%
John Robert McKay....................... Common 1,025,500 (9) 1.13%
Lisa Lawrence........................... Common 720,000 (10) *
Patrick McKenna......................... Common 300,000 (11) *
Van Holster............................. Common 235,200 *
Rose Forbes............................. Common 100,000 *
Robert Wood............................. Common 100,000 *
Jeff Hall............................... Common 80,000 (12) *
Thomas S. Hughes........................ Common 50,000 *
David T. Shomaker....................... Common 15,000 *
Charles Moore........................... Common - -
All director nominees and
executive officers as a
group (12 persons). ................. Common 19,292,841 (13) 20.20%
Class A
Convertible
.................... Preferred 1,000,000 100.00%
---------------
* Less than 1%.
-5-
(1) The address of each director and executive officer named in this table is
c/o Kanakaris Wireless, 65 Enterprise, Aliso Viejo, California 92656. Mr.
Kanakaris, Mr. Lotspeich, Mr. McKay and Mr. Holster are directors and executive
officers of Kanakaris Wireless. Ms. Lawrence, Mr. McKenna, Ms. Forbes, Mr. Hall,
Mr. Hughes, Mr. Moore and Mr. Wood are directors of Kanakaris Wireless. Mr.
Shomaker is Acting Chief Financial Officer of Kanakaris Wireless and an advisor
to our board of directors.
(2) Consists of 490,223 shares of common stock issued and outstanding, 2,184,041
shares of common stock issuable upon exercise of warrants and 62,840,533 shares
of common stock issuable upon conversion of debentures and as payment of
interest on those debentures.
(3) Consists of 2,605,667 shares of common stock issuable upon exercise of
warrants and 32,656,570 shares of common stock issuable upon conversion of
debentures and as payment of interest on those debentures.
(4) Consists of 162,002 shares of common stock issued and outstanding, 600,123
shares of common stock issuable upon exercise of warrants and 21,370,402 shares
of common stock issuable upon conversion of debentures and as payment of
interest on those debentures.
(5) Consists of 6,800,000 shares of common stock issued and outstanding and held
directly by Mr. Epstein, 2,500,000 shares of common stock issuable upon exercise
of warrants held directly by Mr. Epstein, 783,784 shares of common stock issued
and outstanding and held by Alliance Equities, Inc., a corporation of which Mr.
Epstein is the President, 300,000 shares of common stock issuable upon exercise
of warrants held by Alliance Equities, Inc., and 6,982,283 shares of common
stock issuable upon conversion of debentures and as payment of interest on those
debentures held by Alliance Equities, Inc..
(6) Consists of 10,569,546 shares of common stock issued and outstanding,
1,000,000 shares of common stock issuable upon conversion of Class A Preferred
Stock and 2,100,000 shares of common stock issuable upon exercise of options.
(7) Consists of 783,784 shares of common stock issued and outstanding, 300,000
shares of common stock issuable upon exercise of warrants and 6,982,283 shares
of common stock issuable upon conversion of debentures and as payment of
interest on those debentures.
(8) Consists of 1,772,595 shares of common stock issued and outstanding, of
which 25,000 are held by Mr. Lotspeich's spouse, and 1,200,000 shares of common
stock issuable upon exercise of options.
(9) Consists of 680,500 shares of common stock issued and outstanding and
345,000 shares of common stock issuable upon exercise of options.
(10) Consists of 445,000 shares of common stock issued and outstanding and
275,000 shares of common stock issuable upon exercise of options.
(11) Consists of 50,000 shares of common stock issued and outstanding and
250,000 shares of common stock issuable upon exercise of options.
(12) Consists of 50,000 shares of common stock issued and outstanding and 30,000
shares of common stock issuable upon exercise of options.
(13) Consists of 14,092,841 shares of common stock issued and outstanding,
4,200,000 shares of common stock issuable upon exercise of options and 1,000,000
shares of common stock issuable upon conversion of Class A Preferred Stock.
-6-
FINANCIAL INFORMATION
We are not required to include financial statements in this Information
Statement. However, we include the following unaudited pro forma per share
financial information to disclose the effect the Amendment would have had on our
fiscal year end results for our last three fiscal years ended September 30,
2000, 1999 and 1998 and on our quarterly results for the three and nine month
periods ended June 30, 2001 and 2000 if the Amendment had been in place
throughout those periods.
KANAKARIS WIRELESS
(FORMERLY KANAKARIS COMMUNICATIONS, INC.)
AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
AND FOR THE INTERIM PERIODS AS PRESENTED
(UNAUDITED)
----------------------------------------------------------
Fiscal Year Ended September 30, Three Months Ended June 30, Nine Months Ended June 30,
------------------------------------------ --------------------------- ----------------------------
2000 1999 1998 2001 2000 2001 2000
------------- -------------- ------------- ------------- ------------- ------------- --------------
NET LOSS $(12,976,706) $ (3,541,860) $ (4,056,399) $ (2,962,339) $ (4,858,666) $ (7,135,603) $(10,296,622)
============ ============= ============= ============= ============= ============ =============
NET LOSS PER COMMON SHARE
BASIC AND DILUTED $ (8.69) $ (3.09) $ (5.63) $ (1.10) $ (3.46) $ (2.87) $ (7.02)
============= ============= ============= ============= ============= ============ =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING -
BASIC AND DILUTED 1,492,921 1,147,277 720,994 2,687,673 1,403,458 2,487,638 1,466,341
============= ============= ============= ============= ============= ============ =============
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and accordingly file reports and other
information with the Securities and Exchange Commission relating to our
business, financial statements and other matters. Reports and information filed
pursuant to the informational requirements of the Securities Exchange Act of
1934 and other information filed with the Securities and Exchange Commission can
be inspected and copied at the Public Reference Room maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. Copies of our filings may also be obtained electronically by
visiting the Securities and Exchange Commission's web site on the Internet at
http://www.sec.gov. Our common stock is listed for quotation on the NASD OTC
Bulletin Board under the symbol "KKRS." Our main Internet address is
http://www.ak.tv.
-7-
EXHIBIT A
---------
AMENDMENT TO ARTICLES OF INCORPORATION
OF
KANAKARIS WIRELESS
To the Secretary of State
State of Nevada
Pursuant to the provisions of the Nevada Revised Statutes, Title 7,
Chapter 78, the undersigned officers of Kanakaris Wireless, which is a
corporation for profit organized under the laws of the State of Nevada
("Corporation"), do hereby certify that the following amendment has been duly
approved by the Board of Directors of the Corporation at meetings duly convened
and held on September 6, 2001 and effective as of October 1, 2001:
1. Article Second, Section 1 is hereby amended to read in its
entirety as follows:
"SECTION 1. AUTHORIZED SHARES. The total number of shares
which the Corporation shall have the authority to issue is two
hundred fifty-five million (255,000,000) shares of capital
stock, of which two hundred fifty million (250,000,000) shares
shall be designated common stock, par value of $.001 per share
("Common Stock"), one million (1,000,000) shares shall be
designated Class A Convertible Preferred Stock, par value of
$.01 per share ("Class A Preferred"), and four million
(4,000,000) shares shall be designated Preferred Stock, par
value of $.01 per share. Upon amendment of this Section 1 of
Article Second to read as herein set forth, each twenty (20)
outstanding shares of this Corporation's Common Stock shall be
combined into one (1) share of this Corporation's Common
Stock, with any fractional shares resulting from such reverse
stock split being rounded up to the nearest whole share of
Common Stock."
The numbers of shares of capital stock of the Corporation outstanding
and entitled to vote on an amendment to the Restated Articles of Incorporation
are 97,072,930 shares of Common Stock and 1,000,000 shares of Class A Preferred
Stock. The foregoing amendment has been consented to and approved by the
required vote of stockholders. The required vote of stockholders was the
affirmative vote of the holders of a majority of the voting power of the Common
Stock and the Class A Preferred Stock voting together as a single class, with
each share of Common Stock having one vote and each share of Class A Preferred
Stock having 100 non-cumulative votes, together with the affirmative vote of a
majority of the voting power of the Class A Preferred Stock voting as a separate
class, with each share of Class A Preferred Stock having one vote.
IN WITNESS WHEREOF, the undersigned officers have hereunto subscribed
their names this ___ day of November, 2001.
----------------------------
Alex F. Kanakaris, President
----------------------------
Branch Lotspeich, Secretary
EXHIBIT B
---------
AMENDMENT TO BYLAWS
By majority vote of the board of directors (the "Board") approving a
resolution during a special meeting of the Board of Kanakaris Wireless, a Nevada
corporation (the "Corporation"), effective as of October 1, 2001, and in
accordance with Article VIII, Section 2 of the Corporation's Amended and
Restated Bylaws ("Bylaws") and Title 7, Chapter 78 of the Nevada Revised
Statutes, Article IX of the Corporation's Bylaws has been amended and restated
to read in its entirety as follows:
ARTICLE IX
"ACQUISITION OF CONTROLLING INTEREST"
PROVISIONS OF THE NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY
The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to an acquisition of a controlling
interest by Alex Kanakaris pursuant to an effective twenty-fold
increase in voting rights of the issued and outstanding shares of Class
A Convertible Preferred Stock of the Corporation as a result of a
1-for-20 reverse stock split by the Corporation of its issued and
outstanding common stock, $.001 par value per share, to be effective on
or around November 23, 2001.
The remainder of the Corporation's Bylaws remain in full force and
effect.