DEF 14C 1 d419213def14c.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

o Preliminary Information Statement
   
o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
   
x Definitive Information Statement

 

Uonlive Corporation
(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.
   
o 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:

 

o Fee paid previously with preliminary materials.
   
o 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:

 

 

 

  
 

 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF THE COMPANY

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

UONLIVE CORPORATION

1107, Lippo Centre Tower 1,

89 Queensway,

Admiralty, Hong Kong

+852 3703 6155

 

INFORMATION STATEMENT

 

April 19, 2021

 

GENERAL INFORMATION

 

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.001 per share (the “Common Stock”), of Uonlive Corporation, a Nevada Corporation (the “Company”), to notify such Stockholders that on or about April 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from Raymond Fu, the Director and beneficial owner of Uonlive (Hong Kong) Limited, the majority stockholder of 99%, when rounded, of the voting securities of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve the following:

 

(1)to effectuate a 1:20 reverse stock split of our issued and outstanding shares of Common Stock (the “Reverse Stock Split”); and

 

(2)to keep the authorized shares of Common Stock at 1,000,000,000 (the “Authorized Shares”) ;

 

On April 7, 2021, the Board of Directors of the Company approved the Reverse Stock Split and the Authorized Shares in a written consent in lieu of a meeting on April 7, 2021. Accordingly, your consent is not required and is not being solicited in connection with the approval of the actions. The Reverse Stock Split will become effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement is mailed or furnished to the stockholders of record as of April 17, 2021.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

 

  For the Board of Directors of  
     
  Uonlive Corporation  
       
Date: April 19, 2021 By: /s/ Raymond Fu  
    Uonlive Corporation  
    Chief Executive Officer and Director  

 

  
 

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

 

The Board of Directors of the Company (the “Board”) believes that, the number of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates. As a result, the Board has proposed the Reverse Stock Split as one method to attract business opportunities in the Company.

 

ACTIONS TO BE TAKEN

 

This Information Statement contains a summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.

 

ACTION I REVERSE STOCK SPLIT DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK BY THE SPLIT DENOMINATOR

 

GENERAL

 

The Board approved a resolution to effectuate a 1:20 reverse stock split. Under this reverse stock split each 20 shares of our Common Stock will be automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders of fractional shares. The effective date of the reverse stock split will be approximately May 14, 2021. The Reverse Stock Split will become effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Change with the Secretary of State of the State of Nevada in the form attached as Exhibit A, but in no event earlier than the 20th calendar day after this Information Statement is mailed or furnished to the stockholders of record as of April 17, 2021.

 

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.

 

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN AT 1,000,000,000.

 

PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

 

The Board of Directors believe that, among other reasons, the number of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates. As a result, the Board of Directors has proposed the Reverse Stock Split as one method to attract business opportunities in the Company.

 

When a company engages in a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either case, his stock will be worth $100. He or she is no better off before or after. Except that such company hopes that the higher stock price will make that company look better and thus the company will be a more attractive merger target for potential business. There is no assurance that that company’s stock will rise in price after a reverse split or that it would continue to meet the senior exchange's requirements.

 

We believe that the reverse stock split may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.

 

The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding will be reduced from approximately 652,096,355 shares of Common Stock as of April 17, 2021, to approximately 32,604,825 shares (depending on the ratio and the number of fractional shares that are issued or cancelled). The Reverse Stock Split will affect the shares of common stock outstanding.

 

The Reverse Stock Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.

 

The Reverse Stock Split will not affect the par value of our Series A Preferred, nor change the voting rights. However, the number of shares of Common Stock into which the Series A Preferred may convert shall be reduced proportionately by the Split Denominator. This will have the same effect to the Series A Preferred on the balance sheet as the Reverse Stock Split will on the Common Stock.

 

  
 

 

The Reverse Stock Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

 

Stockholders should recognize that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment divided by 20. While we expect that the Reverse Stock Split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the reverse split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.

 

Anti-Takeover Effects of the Reverse Stock Split

 

THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.

 

The effective increase in our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders, that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.

 

This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise.

 

Neither the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

 

As discussed above, the Reverse Stock Split was the subject of a unanimous vote by the Board of Directors approving the Reverse Stock Split. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse stock split.

 

PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK

 

The main purpose of completing this Reverse Stock Split is to list the Company’s Common Stock on a senior exchange.

 

FRACTIONAL SHARES

 

We will not issue fractional certificates for post-reverse split shares in connection with the Reverse Stock Split. Instead, an additional share shall be issued to all holders of a fractional share. To the extent any holders of pre-reverse split shares are entitled to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional shares.

 

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

 

  
 

 

SUMMARY OF REVERSE STOCK SPLIT

 

Below is a summary of the reverse stock split:

 

The issued and outstanding Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 20 pre-split shares of the Common Stock outstanding. The consolidation shall not affect any rights, privileges, or obligations with respect to the shares of the Common Stock existing prior to the consolidation.

 

Stockholders of record of the Common Stock as of April 17, 2021 shall have their total shares reduced on the basis of one post-split share of Common Stock by the Split Denominator, as to be determined by the Board prior to effectiveness from FINRA, pre-split shares outstanding.

 

As a result of the reduction of the Common Stock, the pre-split total of issued and outstanding shares of Common Stock approximately 652,096,355 shares of Common Stock, as of April 17, 2021, to between approximately 32,604,825 shares (depending on the ratio and the number of fractional shares that are issued or cancelled).

 

The Company’s authorized number of Common Stock shall remain at 1,000,000,000 shares of the Common Stock.

 

This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.

 

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on April 17, 2021, as the record date for the determination of Stockholders who are entitled to receive this Information Statement.

 

You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Reverse Stock Split will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after the mailing of this Information Statement.

 

  
 

 

ACTION II THE AUTHORIZED SHARES

 

GENERAL

 

The Board approved a resolution to keep the authorized shares of Common Stock at 1,000,000,000.

 

PLEASE NOTE THAT THE AUTHORIZED SHARES AVAILABLE WILL HAVE THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS.

 

PURPOSE AND MATERIAL EFFECTS OF THE AUTHORIZED SHARES

 

The Board of Directors has taken this action to increase shareholder value.

 

We believe that the Authorized Shares could help generate interest in the Company among investors and other business opportunities. However, the effect of the Authorized Shares upon the market price for our Common Stock cannot be predicted, and the history of similar actions for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the Authorized Shares will rise or fall. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares authorized.

 

The Authorized Shares will not affect the par value of our Common Stock. As a result, on the effective date of the Authorized Shares, the stated capital on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book value of our Common Stock will remain the same.

 

The Authorized Shares will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

 

Anti-Takeover Effects of the Authorized Shares

 

THE OVERALL EFFECT OF THE AUTHORIZED SHARES MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER.

 

The authorized but unissued Authorized Shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.

 

This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to enhance shareholder value.

 

Neither the Company’s articles of incorporation, as amended and currently constituted, nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

 

As discussed above, the Authorized Shares was the subject of a unanimous vote by the Board of Directors approving the Authorized Shares. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes an Authorized Shares.

 

PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK

 

The main purpose of completing this Authorized Shares is to enhance shareholder value.

 

SUMMARY OF AUTHORIZED SHARES

 

Below is a brief summary of the Authorized Shares:

 

The authorized shares of Common Stock shall remain at 1,000,000,000.

 

This action has been approved by the Board and the written consent of the holders of the majority of the outstanding voting power of the Company.

 

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.

 

You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Amendments will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after the mailing of this Information Statement.

 

This Information Statement is being mailed on or about April 19, 2021 to all Stockholders of record as of April 17, 2021.

 

  
 

 

ADDITIONAL INFORMATION

 

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1580, 100 F Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

 

The following documents as filed with the Commission by the Company are incorporated herein by reference:

 

1.Audited Annual Reports on Form 10 for the years ended December 31, 2019 and December 31, 2020

 

OUTSTANDING VOTING SECURITIES

 

Our authorized capital stock consists of (i) 1,000,000,000 shares of Common Stock, par value $0.001 per share, of which 652,096,355 are outstanding as of 17 April 2021, and (ii) 10,000,000 Convertible Preferred stock, par value $0.001 per share, of which 1,520,000 Series A shares and 150,000 Series B shares are outstanding as of April 17, 2021.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following information table sets forth certain information regarding the Company’s common stock owned on the April 17, 2021, by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:

 

Name of Beneficial Owner

Number of Common
Shares
Owned

 

Percent of
Class (1)

(i) Raymond Fu through owning the beneficial shares of Uonlive (Hong Kong) Limited,

Also being a Director, and Chief Executive Officer

650,100,000   99%
       
Timothy Lam, Director and Board Secretary 100   Less than 1%
       
All officers and directors as group (2 people) 650,100,100   99%

 

(1)Based on 652,096,355 shares of common stock issued and outstanding.

 

(2)Excludes (i) 1,520,000 shares of Series A Convertible Preferred Stock and (ii) 150,000 Series B Convertible Preferred Stock. The majority holder of the Series A Convertible Preferred with 520,000 is also Uonlive (Hong Kong) Limited, who is beneficially owned by Raymond Fu. The 150,000 Series B Convertible Preferred Stock is held by Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited, who is beneficially owned by Raymond Fu.

 

DISSENTER’S RIGHTS OF APPRAISAL

 

The Stockholders have no right under Nevada Corporate Law, the Company’s articles of incorporation consistent with above, or By-Laws to dissent from any of the provisions adopted in by the Board.

 

EFFECTIVE DATES AMENDMENTS AND PLAN

 

Pursuant to Rule 14c-2 under the Exchange Act, the Reverse Stock Split and Authorized Shares shall not be effective until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Reverse Stock Split will become effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement is mailed or furnished to the stockholders of record as of April 17, 2021.

 

  
 

 

CONCLUSION

 

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

 

Date: April 19, 2020

 

By Order of the Board of Directors

 

 

 

/s/ Raymond Fu  
Uonlive Corporation  
Chief Executive Officer and Director  

 

  
 

 

EXHIBIT A

 

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201 (775) 684-5708

Website: www.nvsos.gov 

 

 

Certificate of Change Pursuant to NRS 78.209

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

INSTRUCTIONS:

1.  Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).

2.  Indicate the current number of authorized shares and par value, if any, and each class or series before the change.

3.  Indicate the number of authorized shares and par value, if any of each class or series after the change.

4.  Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.

5.  Indicate provisions, if any, regarding fractional shares that are affected by the change.

6.  NRS required statement.

7.  This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.

8.Must be signed by an Officer. Form will be returned if unsigned.

 

1. Entity Information:

Name of entity as on file with the Nevada Secretary of State:

 

  Uonlive Corporation
   
  Entity or Nevada Business Identification Number (NVID): NV19981132329  

2. Current

Authorized Shares:

The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

1,000,000,000 shares of common stock, $.001 par value per share

10,000,000 shares of preferred stock, $.001 par value per share

 

3. Authorized Shares

After Change:

The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

1,000,000,000 shares of common stock, $.001 par value per share

10,000,000 shares of preferred stock, $.001 par value per share

 

4. Issuance:

The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

Each 20 shares of common stock shall automatically be converted into one share of fully paid and non-assessable common stock.

 

5. Provisions:

The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares shall be rounded up to the nearest whole share.

 

6. Provisions:

The required approval of the stockholders has been obtained.

   
7. Effective date and Date   Time:    
time: (Optional) (must not be later than 90 days after the certificate is filed)
   
8. Signature:         
(Required)          

 

 

Signature of Officer Title Date  
This form must be accompanied by appropriate fees. Page 1 of 1 If necessary, additional pages may be attached to this form. Revised: 1/1/2019