0-32051
(Commission File Number)
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98-0233968
(IRS Employer Identification Number)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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June 1, 2012
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E-Debit Global Corp.
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/s/Douglas MacDonald
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Douglas MacDonald, President
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NEWS RELEASE
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May 30, 2012
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OTC: QB WSHE
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For Immediate Release |
(a)
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Upon any sale, liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Corporation’s Series “A” Preferred Stock, the holders of the Series “A” Preferred Stock shall be entitled to be paid out of the assets of the Corporation any dividends declared by the Board of Directors, in the form of stock, cash or otherwise, shall be distributed to the Corporation’s shareholders as follows: (a) ninety-five percent (95%) of such dividend shall be distributed to the holders of the Series “A” Preferred Shares on a pro rata basis; and (b) the remaining five (5%) shall be equally distributed to any holder of the Corporations Stock including Series “A” Preferred shareholders, on a pro rata basis.
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(b)
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In the case of a sale of any of the Corporation's business operations or in the event of a wind up or a liquidation of the Corporation's assets, the remaining cash to be distributed to the shareholders shall be distributed on the same basis as described in paragraph (a) above.
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(c)
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The Board of Directors will determine the amount of proceeds to be distributed from the sale of any of the Company's assets and will determine whether any dividend will be issued by the Corporation. The Board of Directors will determine the date that such dividend or distribution will be paid.
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(d)
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During the period commencing on June 1, 2012 and concluding on November 30, 2012, each holder of shares of common stock shall have the right to surrender their shares of common stock in exchange for shares of preferred stock on a basis of 1:1. Each shareholder shall exercise this right by delivering to the Corporation or the Corporation’s transfer agent the certificates representing such shareholder’s shares of common stock, duly endorsed with appropriate signature guarantees affixed thereto, on or before the date determined above in this subsection (d).
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(e)
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Each share of Series “A” Preferred stock shall have voting rights of twenty votes per share for any election or other vote placed before the shareholders of the Company.
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(f)
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Upon conversion the Board of Directors shall exercise the right to vote the preferred shares at any duly called meeting of the shareholders in the same manner as previously issued preferred shares.
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(g)
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Series “A” Preferred Stock are anti-dilutive to reverse splits in relation to the voting rights of the Corporation’s Series “A” Preferred Stock, and therefore in the case of a reverse split, the voting rights of the Series “A” Preferred Stock after the reverse split shall be equal to the ratio established prior to the reverse split. The voting rights of Series “A” Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
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(h)
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Excepting for Section (g) above, a consolidation or split of one class of the Corporation’s stock the Board of Directors shall determine the effect on any other class of shares.
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(i)
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Upon conversion of a common share to a preferred share, the preferred shareholder will have the right to convert such preferred share to share of common stock upon delivery of 21 days written notice to the Corporation, at the closing trading price on the date that notice is given for the conversion per share payable to the Corporation.
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(j)
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Upon receipt of notice of the request to convert from preferred share to common stock, share certificates will be issued with the following share trading restrictions. 1/3 of the total shares to be converted will be restricted from trading for a period of 1 months from the date of conversion; 1/3 of the total shares to be converted will be restricted from trading for a period of 3 months from the date of conversion; and 1/3 of the total shares to be converted will be restricted from trading for a period of 6 months from the date of conversion.
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CAPITALIZATION: 500,000,000 COMMON SHARES WITH NO PAR VALUE
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SHARES ISSUED: Common – 95,249,344
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: Voting Preferred - 70,855,900
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For further details, please refer to WSHE website
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WSHE Symbol OTCQB
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Transfer Agent: Holladay Stock Transfer Inc.
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2939 North 67th Place
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Scottsdale, Arizona 85251
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