OF DESIGNATION OF
B PREFERRED STOCK
hereby certified that:
Certificate of Incorporation of the Company authorizes the issuance of Five
Million (5,000,000) shares of preferred stock, par value $.001 per share, and
expressly vests in the Board of Directors of the Company the authority provided
therein to issue any or all of said shares in one (1) or more Series and by
resolution or resolutions to establish the designation and number and to fix
relative rights and preferences of each series to be issued.
of Directors of the Company, pursuant to the authority expressly vested in
aforesaid, has adopted the following resolutions creating a Series B issue
that one million (1,000,000) of the Five Million (5,000,000) authorized shares
of Preferred Stock of the Company shall be designated Series B Preferred Stock,
par value $.001 per share, and shall possess the rights and preferences set
shares of such series shall have par value $.001 and shall be designated as
Series B Preferred Stock (the "Series B Preferred Stock") and the number of
shares constituting the Series B Preferred Stock shall be one million
(1,000,000). The Series B Preferred Stock shall have a Deemed Purchase Price
one cent ($0.01) per share.
for the voting rights specifically granted herein which shall have priority
all other outstanding securities of the Company, the Series B Preferred Stock
shall rank: (i) senior to any other class or series of outstanding Preferred
Shares or series of capital stock of the Company; (ii) prior to all of the
Company's Common Stock, par value $.001 per share ("Common Stock"); (iii) prior
to any class or series of capital stock of the Company hereafter created not
specifically ranking by its terms senior to or on parity with any Series B
Preferred Stock of whatever subdivision (collectively, with the Common Stock
the Existing Preferred Stock, "Junior Securities"); and (iv) on parity with
class or series of capital stock of the Company hereafter created specifically
ranking by its terms on parity with the Series B Preferred Stock ("Parity
Securities") in each case as to distributions of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary
such distributions being referred to collectively as
Series B Preferred Stock shall bear no dividend.
event of any liquidation, dissolution or winding up of the Company, either
voluntary or involuntary, the Holders of shares of Series B Preferred Stock
shall be entitled to receive, immediately after any distributions to Senior
Securities required by the Company's Certificate of Incorporation or any
certificate of designation, and prior in preference to any distribution to
Junior Securities but in parity with any distribution to Parity Securities,
amount per share equal to $.10 per share. If upon the occurrence of such event,
and after payment in full of the preferential amounts with respect to the Senior
Securities, the assets and funds available to be distributed among the Holders
of the Series B Preferred Stock and Parity Securities shall be insufficient
permit the payment to such Holders of the full preferential amounts due to
Holders of the Series B Preferred Stock and the Parity Securities, respectively,
then the entire assets and funds of the Company legally available for
distribution shall be distributed among the Holders of the Series B Preferred
Stock and the Parity Securities, pro rata, based on the respective liquidation
amounts to which each such series of stock is entitled by the Company's
Certificate of Incorporation and any certificate(s) of designation relating
completion of the distribution required by subsection 4(a), if assets remain
the Company, they shall be distributed to holders of Junior Securities in
accordance with the Company's Certificate of Incorporation including any duly
adopted certificate(s) of designation.
The company has no redemption right.
Record Holders of the Series B Preferred Shares shall have the right to vote
any matter with holders of common stock voting together as one (1) class. The
Record Holders of the 1,000,000 Series B Preferred Shares shall have that number
of votes (identical in every other respect to the voting rights of the holders
of common stock entitled to vote at any Regular or Special Meeting of the
Shareholders) equal to that number of common shares which is not less than
of the vote required to approve any action, which Nevada law provides may or
must be approved by vote or consent of the holder of common shares or the
holders of other securities entitled to vote, if any.
Record Holders of the Series B Preferred Shares shall be entitled to the same
notice of any Regular or Special Meeting of the Shareholders as may or shall
given to holders of common shares entitled to vote at such meetings. No
corporate actions requiring majority shareholder approval or consent may be
submitted to a vote of common shareholders which in any way precludes the Series
B Preferred Stock from exercising its voting or consent rights as though it
or was a common shareholder.
purposes of determining a quorum for any Regular or Special Meeting of the
Shareholders, the 1,000,000 Series B Preferred Shares shall be included and
shall be deemed as the equivalent of 51% of all common shares represented at
entitled to vote at such meetings.
as shares of Series B Preferred Stock are outstanding, the Company shall not
without first obtaining the approval (by vote or written consent, as provided
Nevada Law) of the Holders of at least seventy-five percent (75%) of the then
outstanding shares of Series B Preferred Stock, and at least seventy-five
percent (75%) of the then outstanding Holders:
change the rights, preferences or privileges of the Series B Preferred Stock
as to affect adversely the Series B Preferred Stock.
any new class or series of stock having a preference over the Series B Preferred
Stock with respect to Distributions (as defined in Section 2 above) or increase
the size of the authorized number of Series B Preferred.
event Holders of at least seventy-five percent (75%) of the then outstanding
shares of Series B Preferred Stock and at least seventy-five percent (75%)
the then outstanding Holders agree to allow the Company to alter or change
rights, preferences or privileges of the shares of Series B Preferred Stock,
pursuant to subsection (a) above, so as to affect the Series B Preferred Stock,
then the Company will deliver notice of such approved change to the Holders
the Series B Preferred Stock that did not agree to such alteration or change
(the “Dissenting Holders”) and the Dissenting Holders shall have the right for a
period of thirty (30) business days to convert pursuant to the terms of this
Certificate of Designation as they exist prior to such alteration or change
continue to hold their shares of Series B Preferred Stock.
of Converted or Redeemed Stock.
event any shares of Series B Preferred Stock shall be converted or redeemed
pursuant to Section 5 or Section 6 hereof, the shares so converted or redeemed
shall be canceled, shall return to the status of authorized but unissued
Preferred Stock of no designated series, and shall not be issuable by the
Company as Series B Preferred Stock.
contained herein shall be construed to prevent the Board of Directors of the
Company from issuing one (1) or more series of Preferred Stock with dividend
and/or liquidation preferences junior to the dividend and liquidation
preferences of the Series B Preferred Stock.
March 12, 2007
of Designation of Series B Preferred Stock]
_________________, a Notary Public, hereby certify that on the ____ day of
______________, 2007, _____________________________, personally appeared before
me, ___________________, who being by me first duly sworn declared that he
the person who signed the foregoing, and that the statements therein contained
hereunto set my hand and seal on the date hereinbefore mentioned.
commission expires _______________________.