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
PEDIATRIC PROSTHETICS, INC.
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(Name of Registrant As Specified In Its 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:
PEDIATRIC PROSTHETICS, INC.
12926 WILLOWCHASE DRIVE
HOUSTON, TEXAS 77070
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on July __, 2006
To the stockholders of Pediatric Prosthetics, Inc.:
Notice is hereby given of a special meeting of shareholders of Pediatric
Prosthetics, Inc. (the "Company") to be held on July __, 2006 at 12:00 P.M.
C.S.T. at the Company's office at 12926 Willowchase Drive, Houston, Texas 77070,
for the following purpose:
1. To approve the filing of Articles of Amendment to our Articles of
Incorporation. The Board of Directors recommends that you approve
Articles of Amendment to our Articles of Incorporation to increase our
authorized shares to 950,000,000 shares of common stock, $0.001 par
value per share and to reauthorize 10,000,000 shares of preferred
stock, $0.001 par value per share.
Common stockholders of record on the close of business on _______, 2006 are
entitled to notice of the meeting. All stockholders are cordially invited to
attend the meeting in person.
By Order of the Board of Directors,
/s/ Kenneth W. Bean
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Kenneth W. Bean,
Director
, 2006
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PEDIATRIC PROSTHETICS, INC.
12926 WILLOWCHASE DRIVE
HOUSTON, TEXAS 77070
INFORMATION STATEMENT
________, 2006
This Information Statement is furnished by the Board of Directors of
Pediatric Prosthetics, Inc. (the "Company") to provide notice of a special
meeting of stockholders of the Company which will be held on July __, 2006 at
12:00 P.M. CST at the Company's office at 12926 Willowchase Drive, Houston,
Texas 77070 (the "Meeting").
The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on
_________, 2006 (the "Record Date"). This Information Statement will be first
mailed on or about , 2006 to stockholders of record at the close of business on
the Record Date. As of the Record Date, there were outstanding shares of the
Company's Common Stock and 1,000,000 shares of the Company's Preferred Stock.
The holders of all outstanding shares of Common Stock are entitled to one vote
per share of Common Stock registered in their names on the books of the Company
at the close of business on the Record Date. The holders of all outstanding
shares of Preferred Stock are entitled to twenty votes (20) per share of
Preferred Stock.
The presence at the special meeting of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the special meeting is
necessary to constitute a quorum. The Board of Directors is not aware of any
matters that are expected to come before the special meeting other than the
matters referred to in this Information Statement.
The matters scheduled to come before the special meeting require the
approval of a majority of the votes cast at the special meeting. Linda
Putback-Bean and Dan Morgan (the "Majority Shareholders") beneficially own
30,210,251 and 9,198,861, shares of common stock, respectively, or % of our
Common Stock, and 900,000 and 100,000, shares of Preferred Stock, respectively,
which in aggregate can vote 20,000,000 shares of our common stock. As a result,
the Majority Shareholders account for an aggregate of 59,409,112 of the total of
___________ shares entitled to vote at the special meeting of stockholders or
approximately _____% of our voting shares and will therefore be able to approve
the matters presented in this Information Statement. The Company is not
soliciting your vote as the Majority Shareholders already has the vote in hand.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL 1
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE 950,000,000
SHARES OF COMMON STOCK
WHAT IS THE MAJORITY SHAREHOLDER APPROVING?
Our Majority Shareholder will approve Articles of Amendment to our Articles
of Incorporation to authorize 950,000,000 shares of common stock, $0.001 par
value per share ("Common Stock") and reauthorize 10,000,000 shares of preferred
stock, $0.001 par value per share ("Preferred Stock").
The Articles of Amendment will additionally state that shares of Preferred
Stock of the Company may be issued from time to time in one or more series, each
of which shall have such distinctive designation or title as shall be determined
by the Board of Directors of the Company ("Board of Directors") prior to the
issuance of any shares thereof. Preferred Stock shall have such voting powers,
full or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of Preferred Stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof. The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
voting power of all the then outstanding shares of the capital stock of the
Company entitled to vote generally in the election of the directors (the "Voting
Stock"), voting together as a single class, without a separate vote of the
holders of the Preferred Stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation.
We currently have 100,000,000 shares of common stock, $0.001 par value per
share authorized and shares of common stock outstanding as of the
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Record Date, which amount of authorized common stock will be increased to
950,000,000 shares of common stock in connection with the Amendment. We
currently have 10,000,000 shares of preferred stock, $0.001 par value per share,
authorized and 1,000,000 shares of Series A Preferred Stock issued and
outstanding, which amount of authorized shares of preferred stock will not be
affected by the Amendment.
Upon approval, the Board of Directors will instruct the officers to file as
soon as practicable Articles of Amendment with the Colorado Secretary of State
in a form substantially similar to the attached Appendix A to affect the
amendment (the "Amendment").
WHAT IS THE PURPOSE OF THE AMENDMENT?
The Amendment increases the amount of authorized Common Stock we have
authorized from 100,000,000 shares of common stock to 950,000,000 shares of
common stock and is necessary to have enough shares of Common Stock authorized
for the issuance of the shares of common stock issuable in connection with the
conversion of principal and interest on the aggregate of $1,500,000 in Callable
Secured Term Notes sold to certain Purchasers as well as the 50,000,000 warrants
to purchase shares of our common stock at an exercise price of $0.10 per share,
which were granted to the Purchasers, in connection with our entry into a
Securities Purchase Agreement on May 30, 2006, which is described in greater
detail below under "May 2006 Funding." As we do not have enough shares of
authorized but unissued shares of common stock to issue the Purchasers' their
shares of common stock in connection with the conversion of the Callable Secured
Term Notes and the exercise of the Warrants, we are authorizing a greater number
of shares of common stock to allow for such conversions and exercises.
Additionally, the Amendment increasing our authorized shares of common
stock is intended to enhance flexibility in the event the Board of Directors
determines that it is necessary or appropriate to raise additional capital
through the sale of securities, to establish strategic relationships with
corporate partners, or to attract or to retain and motivate key employees. We
also believe that the increase in our authorized shares of common stock will
give us enhanced flexibility to acquire other companies or their businesses or
assets in the future; however, neither we nor the Board of Directors have any
present intention or plans to acquire any other companies or assets, at this
time.
We will not seek further authorization from our shareholders prior to the
issuance to the Purchasers of shares of common stock which the Callable Secured
Term Notes are convertible into and/or the Warrants are exercisable for.
We currently have no present intention to issue any shares of Preferred
Stock, other than the 1,000,000 shares of Series A Preferred Stock (described
below), which are currently outstanding.
MAY 2006 FUNDING
On May 30, 2006 (the "Closing"), we entered into a Securities Purchase
Agreement ("Purchase Agreement") with AJW Partners, LLC; AJW Offshore, Ltd.; AJW
Qualified Partners, LLC; and New Millennium Capital Partners II, LLC (each a
"Purchaser" and collectively the "Purchasers"), pursuant to which the Purchasers
agreed to purchase $1,500,000 in convertible debt financing from us. Pursuant to
the Securities Purchase Agreement, we agreed to sell the investors $1,500,000 in
Callable Secured Convertible Notes (the "Debentures"), which are to be payable
in three tranches, $600,000 of which was received by the Company on or around
May 31, 2006, in connection with the entry into the Securities Purchase
Agreement; $400,000 upon the filing of a registration statement to register
shares of common stock which the Debentures are convertible into as well as the
shares of common stock issuable in connection with the exercise of the Warrants
(defined below); and $500,000 upon the effectiveness of such registration
statement. The Debentures are to be convertible into our common stock at a
discount to the then trading value of our common stock as described in greater
detail below. Additionally, in connection with the Securities Purchase
Agreement, we agreed to issue the Purchasers warrants to purchase an aggregate
of 50,000,000 shares of our common stock at an exercise price of $0.10 per share
(the "Warrants"). We agreed to register the shares of common stock which the
Debentures are convertible into and the shares of common stock which the
Warrants are exercisable for on a Form SB-2 registration statement. We secured
the Debentures pursuant to the Security Agreement and Intellectual Property
Security Agreement, described below.
The $600,000 we received from the Purchasers at the Closing, in connection
with the sales of the Debentures was distributed as follows:
o $100,000 to Lionheart Associates, LLC doing business as Fairhills
Capital ("Lionheart"), as a finder's fee in connection with the
funding (we also have agreed to pay Lionheart an additional $50,000
upon the payment of the next tranche of the funding by the
Purchasers);
o $18,000 to Mr. Geoff Eiten, as a finder's fee in connection with
the funding (we also have agreed to pay Mr. Eiten an additional
$27,000 upon the payment of additional tranches of funding by the
Purchasers);
o $75,000 in legal fees and closing payments to our counsel, the
Purchaser's counsel and certain companies working on the Purchaser's
behalf;
o $10,000 to be held in escrow for the payment of additional key
man life insurance on our Directors and officers, Linda Putback-Bean
and Kenneth W. Bean; and
o $370,000 to us, which we anticipate spending on legal and
accounting fees in connection with the filing of our amended Form
10-SB, outstanding reports on Form 10-QSB, and Form SB-2 registration
statement, as well as marketing and promotional fees and inventory
costs, as well as other general working capital purposes.
CALLABLE SECURED CONVERTIBLE NOTES
The Debentures bear interest at the rate of six percent (6%) per annum,
payable quarterly in arrears, provided that no interest shall be due and payable
for any month in which the trading value of our common stock is greater than
$0.10375 for each day that our common stock trades. Any amounts not paid under
the Debentures when due bear interest at the rate of fifteen percent (15%) per
annum until paid. The conversion price of the Debentures is equal to 50% of the
trading price of our common stock on any trading day, during which we receive a
notice of conversion from the Purchasers, provided the conversion price shall
increase to 55% of the trading price of our common stock in the event our
Registration Statement to be filed to register the shares convertible into
common stock in connection with the Debentures is filed on or before the
sixtieth (60th) day from the date of the Closing, July 31, 2006; and such
conversion price shall increase to 60% of the trading price of our common stock
in the event that such Registration Statement becomes effective on or before one
hundred and forty-five (145) days after the Closing (the "Conversion Price").
The Purchasers have agreed to limit their conversions of the Debentures to
no more than the greater of (1) $80,000 per calendar month; or (2) the average
daily volume calculated during the ten business days prior to a conversion, per
conversion.
Pursuant to the Debentures, the Conversion Price is automatically adjusted
if, while the Debentures are outstanding, we issue or sell, any shares of common
stock for no consideration or for a consideration per share (before deduction of
reasonable expenses or commissions or underwriting discounts or allowances in
connection therewith) less than the Conversion Price then in effect, with the
consideration paid per share, if any being equal to the new Conversion Price;
provided however, that each Purchaser has agreed to not convert any amount of
principal or interest into shares of common stock, if, as a result of such
conversion, such Purchaser and affiliates of such Purchaser will hold more than
4.99% of our outstanding common stock.
"Events of Default" under the Debentures include:
1. Our failure to pay any principal or interest when due;
2. Our failure to issue shares of common stock to the Purchasers in
connection with any conversion as provided in the Debentures;
3. Our failure to file a Registration Statement covering the shares
of common stock convertible which the Debentures are convertible into
within sixty (60) days of the Closing (July 31, 2006), or obtain
effectiveness of such Registration Statement within one hundred and
forty-five (145) days of the Closing (October 22, 2006), or if such
Registration Statement once effective, ceases to be effective for more
than ten (10) consecutive days or more than twenty (20) days in any
twelve (12) month period;
4. Our entry into bankruptcy or the appointment of a receiver or trustee;
5. Our breach of any covenants in the Debentures or Purchase
Agreement, if such breach continues for a period of ten (10) days
after written notice thereof by the Purchasers, or our breach of any
representations or warranties included in any of the other agreements
entered into in connection with the Closing;
6. If any judgment is entered against us or our property for more
than $100,000, and such judgment is unvacated, unbonded or unstayed
for a period of twenty (20) days, unless otherwise consented to by the
Purchasers, which consent will not be unreasonably withheld; or
7. If we fail to maintain the listing of our common stock on the
OTCBB or an equivalent replacement exchange, the Nasdaq National
Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or
the American Stock Exchange within 180 days from the date of Closing.
Upon the occurrence of and during the continuance of an Event of Default,
the Purchasers can make the Debentures immediately due and payable, and can make
us pay the greater of (a) 130% of the total remaining outstanding principal
amount of the Debentures, plus accrued and unpaid interest thereunder, or (b)
the total dollar value of the number of shares of common stock which the funds
referenced in section (a) would be convertible into (as calculated in the
Debentures), multiplied by the highest closing price for our common stock during
the period we are in default. If we fail to pay the Purchasers such amount
within five (5) days of the date such amount is due, the Purchasers can require
us to pay them in shares of common stock at the greater of the amount of shares
of common stock which (a) or (b) is convertible into, at the Conversion Rate
then in effect.
Pursuant to the Debentures, we have the right, assuming (a) no Event of
Default has occurred or is continuing, (b) that we have a sufficient number of
authorized but unissued shares of common stock, (c) that our common stock is
trading at or below $0.20 per share, and (d) that we are then able to prepay the
Debentures as provided in the Debentures, to make an optional prepayment of the
outstanding amount of the Debentures equal to 120% of the amount outstanding
under the Debentures (plus any accrued and unpaid interest thereunder) during
the first 180 days after the Closing, 130% of the outstanding amount of the
Debentures (plus any accrued and unpaid interest thereunder) between 181 and 360
days after the Closing, and 140% thereafter, after giving ten (10) days written
notice to the Purchasers.
Additionally, pursuant to the Debentures, we have the right, in the event
the average daily price of our common stock for each day of any month the
Debentures are outstanding is below $0.20 per share, to prepay a portion of the
outstanding principal amount of the Debentures equal to 101% of the principal
amount of the Debentures divided by thirty-six (36) plus one month's interest.
Additionally, the Purchasers have agreed in the Debentures to not convert any
principal or interest into shares of common stock in the event we exercise such
prepayment right.
At the Closing, we entered into a Security Agreement and an Intellectual
Property Security Agreement (collectively, the "Security Agreements"), with the
Purchasers, whereby we granted the Purchasers a security interest in, among
other things, all of our goods, equipment, machinery, inventory, computers,
furniture, contract rights, receivables, software, copyrights, licenses,
warranties, service contracts and intellectual property to secure the repayment
of the Debentures.
STOCK PURCHASE WARRANTS
In connection with the Closing, we sold an aggregate of 50,000,000 Warrants
to the Purchasers, which warrants are exercisable for shares of our common stock
at an exercise price of $0.10 per share (the "Exercise Price"). Each Purchaser,
however, has agreed not to exercise any of the Warrants into shares of common
stock, if, as a result of such exercise, such Purchaser and affiliates of such
Purchaser will hold more than 4.9% of our outstanding common stock.
The Warrants expire, if unexercised at 6:00 p.m., Eastern Standard Time on
May 30, 2013. The Warrants also include reset rights, which provide for the
Exercise Price of the Warrants to be reset to a lower price if we (a) issue any
warrants or options (other than in connection with our Stock Option Plans),
which have an exercise price of less than the then market price of the common
stock, as calculated in the Warrants, at which time the Exercise Price of the
Warrants will be equal to the exercise price of the warrants or options granted,
as calculated in the Warrants; or (b) issue any convertible securities, which
have a conversion price of less than the then market price of the common stock,
as calculated in the Warrants, at which time the Exercise Price of the Warrants
will be equal to the conversion price of the convertible securities, as
calculated in the Warrants.
Pursuant to the Warrants, until we register the shares of common stock
which the Warrant is exercisable for, the Warrants have a cashless exercise
feature, where the Purchasers can exercise the Warrants and pay for such
exercise in shares of common stock, in lieu of paying the exercise price of such
Warrants in cash.
REGISTRATION RIGHTS AGREEMENT
Pursuant to the Registration Rights Agreement entered into at the Closing,
we agreed to file a registration statement on Form SB-2, to register two (2)
times the shares of common stock which the Debentures are convertible into (to
account for changes in the Conversion Rate and the conversion of interest on the
Debentures) as well as the shares of common stock issuable in connection with
the exercise of the Warrants, within sixty (60) days of the Closing and use our
best efforts to obtain effectiveness of such registration statement as soon
thereafter as possible. However, we do not currently have enough authorized but
unissued shares to allow for such conversion and/or exercise by the Purchasers
and therefore have filed an information statement with the SEC to allow for
shareholder approval to affect an increase in our authorized shares in
connection with such registration statement filing.
If we do not obtain effectiveness of the registration statement with the
SEC within one hundred and forty-five (145) days from the Closing date, or if
after the registration statement has been declared effective by the SEC, sales
of common stock cannot be made pursuant to the registration statement, or our
common stock is not traded on the Over-the-Counter Bulletin Board (the "OTCBB")
or any equivalent replacement exchange, then we are required to make payments to
the Purchasers in connection with their inability and/or delay to sell their
securities. The payments are to be equal to the then outstanding amount of the
principal amount of the Debentures, multiplied by $0.02, multiplied by the
number of months after such one hundred and forty-five (145) day period and/or
the date sales are not able to be effected under the registration statement, pro
rated for partial months. For example, for each month that passes in which we
fail to obtain effectiveness of our registration statement, after the end of the
one hundred and forty-five (145) day period, we would owe the Purchasers an
aggregate of $20,000 in penalty payments, based on $1,000,000 then outstanding
under the Debentures ($600,000 in debentures sold to the Purchasers at the
Closing, plus $400,000 in Debentures sold to the Purchasers upon filing the
registration statement).
DESCRIPTION OF SECURITIES
COMMON STOCK
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We are currently authorized to issue 100,000,000 shares, $0.001 per share
par value common stock, which amount will be increased to 950,000,000 shares,
$0.001 par value per share in connection with the Amendment. The holders of
common stock have the right to vote for the election of directors and for all
other purposes. Each share of common stock is entitled to one vote on any matter
presented to shareholders for a vote. The common stock does not have any
cumulative voting, preemptive, subscription or conversion rights.
Election of directors and other general stockholder action requires the
affirmative vote of a majority of shares represented at a meeting in which a
quorum is represented. The outstanding shares of common stock are validly
issued, fully paid and non-assessable. In the event of liquidation, dissolution
or winding up of our affairs, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
or provision for all liabilities and any preferential liquidation rights of any
Preferred Stock then outstanding.
The holders of our common stock have no preemptive rights.
PREFERRED STOCK
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Our Articles of Incorporation authorize the issuance of up to 10,000,000
shares of preferred stock, par value $0.001 per share, with characteristics to
be determined by the Board of Directors. On October 31, 2003, Articles of
Amendment to the Articles of Incorporation provided for a series of preferred
stock consisting of 1,000,000 shares, par value $0.001 per share, and designated
as Series A Convertible Preferred Stock. Each share of Series A Convertible
Preferred Stock is convertible, at the option of the holder, into one fully paid
and nonassessable share of Common Stock but includes voting privileges of 20 to
1. The holders of Series A Convertible Preferred Stock have the right to vote
for the election of directors and for all other purposes. It is non-cumulative
but participates in any declared distributions on an equal basis with common
stock. The holders of Series A Convertible Preferred Stock are entitled to
receive dividends when declared by the Board of Directors and have the same
liquidation preference as the Common Stock. As of , 2006, 1,000,000
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shares of Series A Convertible Preferred Stock have been issued.
The Preferred Stock will not be affected by the Amendment.
WHAT VOTE IS REQUIRED FOR APPROVAL OF THE AMENDMENT?
The vote of a majority of the Company's shares eligible to vote at the
Company's special meeting of shareholders is required to approve the Amendment
to our Articles of Incorporation. Since our Majority Shareholders can vote a
majority of our outstanding shares, our Majority Shareholders will approve the
Amendment to our Articles of Incorporation as set forth above. Therefore, no
further shareholder approval is sought.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE "FOR" APPROVAL OF THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION.
[Remainder of page left intentionally blank.]
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the special meeting of shareholders and has not been informed that any other
matters are to be presented by others.
The Board of Directors does not expect a representative of the Company's
independent principal accountants, Malone & Bailey, PC, to be present at the
Meeting.
INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any substantial interest in the
matters to be acted upon, other than his role as an officer or director of
the Company.
(b) No director of the Company has informed the Company that he intends to
oppose the action taken by the Company set forth in this information
statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in this
information statement.
COMPANY CONTACT INFORMATION
All inquires regarding our Company should be addressed to our Company's
principal executive office:
PEDIATRIC PROSTHETICS, INC.
12926 Willowchase Drive
Houston, Texas 77070
Attention: Kenneth W. Bean,
Vice President
By Order of the Board of Directors
/s/ Kenneth W. Bean
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Kenneth W. Bean
Director
, 2006
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APPENDIX A
Articles of Amendment
(General Business)
To the Secretary of State of the State of Idaho Pursuant to Title 30,
Chapter 1, Idaho Code, the undersigned Corporation amends its articles of
incorporation as follows:
1. The name of the corporation is:
Pediatric Prosthetics, Inc.
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2. The text of each amendment is as follows:
ARTICLE IV of the Corporation's Articles of Incorporation is amended as follows:
The capital stock of the Corporation shall consist of 950,000,000, shares
of Common Stock, $0.001 par value per share, and 10,000,000 shares of Preferred
Stock, $0.001 par value per share.
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
3. The date of adoption of the amendment(s) was: , 2006
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4. Manner of adoption (check one):
[ ] The amendment consists exclusively of matters which do not require
shareholder action pursuant to section 30-1-1002, 30-1-1005 and
30-1-1006, Idaho Code, and was, therefore, adopted by the board of
directors.
[ ] Note of the corporation's share have been issued and was, therefore,
adopted by the
[ ] incorporator [ ] board of directors.
These Articles of Amendment were unanimously approved by the Board of
Directors of the Corporation on , 2006.
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The number of shares of the Corporation outstanding and entitled to vote on
these Articles of Amendment as of the record date, , 2006, was
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shares of common stock and 1,000,000 shares of Series A Preferred Stock, which
can in aggregate vote 20,000,000 shares of stock. The Articles of Amendment
have been consented to by shares, constituting more than a majority
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of the shares of stock eligible to vote thereon, as of . As such, the
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number of voting shares cast in favor of the Articles of Amendment was
sufficient to approve the Articles of Amendment.
[X] Approval by the shareholders is required and the shareholders duly
approved the amendment(s) as required by either Title 30, Idaho Code
or by the Articles of Incorporation.
Dated:
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Signed:
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Typed Name:
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Capacity:
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