0001079973-12-000745.txt : 20120920 0001079973-12-000745.hdr.sgml : 20120920 20120920170817 ACCESSION NUMBER: 0001079973-12-000745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120912 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120920 DATE AS OF CHANGE: 20120920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E-Debit Global Corp. CENTRAL INDEX KEY: 0001129120 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 980233968 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32051 FILM NUMBER: 121102561 BUSINESS ADDRESS: STREET 1: #12- 3620-29TH STREET N.E. CITY: CALGARY STATE: A0 ZIP: T1Y 5Z8 BUSINESS PHONE: 403-290-0264 MAIL ADDRESS: STREET 1: #12- 3620-29TH STREET N.E. CITY: CALGARY STATE: A0 ZIP: T1Y 5Z8 FORMER COMPANY: FORMER CONFORMED NAME: WESTSPHERE ASSET CORPORATION, INC DATE OF NAME CHANGE: 20080815 FORMER COMPANY: FORMER CONFORMED NAME: WESTSPHERE ASSET CORP INC DATE OF NAME CHANGE: 20001129 8-K 1 edebit_8k.htm FORM 8-K edebit_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): September 12, 2012

E-DEBIT GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Colorado
(State or other jurisdiction of incorporation or organization)
     
0-32051
(Commission File Number)
 
98-0233968
 (IRS Employer Identification Number)

#12, 3620 – 29th Street NE
Calgary, Alberta Canada T1Y 5Z8
 
Address of principal executive offices)
 
(403) 290-0264
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 

 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On September 12, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”).  The total number of shares represented in person or by proxy at the Annual Meeting was 111,824,179 shares, of 95,249,344 Common Shares issued and outstanding and 70,855,900 Preferred Shares issued and outstanding and entitled to vote at the Annual Meeting. The following matters were voted upon at the Annual Meeting:
 
PROPOSAL NUMBER ONE  – Election of Directors.  The following named persons were elected as directors of the Company to serve until the next annual meeting of stockholders or until their successors are elected and qualified. The votes cast were as follows:

Name
Title
   
Douglas N. Mac Donald
Director
   
Robert L. Robins
Director
   
Kim Law
Director
   
Dr. Roy Queen
Director
   
Bernd Reuscher
Director
   
Jack ( John) Thomson
Director
   

PROPOSAL NUMBER TWO
 
APPOINTMENT OF U.S. AUDITORS
 
At the Meeting, the shareholders unanimously approved an ordinary resolution to appoint qualified auditors Schumacher & Associates, Inc. as the U.S. auditors of the Corporation, for the fiscal year ending December 31, 2013 and to authorize the directors to fix their remuneration.
  
PROPOSAL NUMBER THREE
 
APPOINTMENT OF CANADIAN AUDITORS
 
At the Meeting, the shareholders unanimously approved an ordinary resolution to appoint Sam Yeung as the Canadian auditor for the Corporation for the next year and to authorize the directors to fix their remuneration.
 
PROPOSAL NUMBER FOUR

Amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock TO 10,000,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK TO 200,000,000.

At the Meeting, the shareholders unanimously approved an amendment to Article II of the Company's Articles of Incorporation, authorizing that the maximum number of shares outstanding at any time shall be Ten Billion (10,000,000,000) shares of common stock with no preemptive rights, no par value and Two Hundred Million (200,000,000) shares of preferred stock, no par value.   Each share of common and preferred stock is entitled to one vote.  

Item 9.01  Financial Statements and Exhibits
 
(d)  Exhibits
 
3.i.4
 Articles of Amendment
 


 
 

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
September 20, 2012
E-Debit Global Corp.
   
 
/s/ Douglas MacDonald
 
Douglas MacDonald, President
 
 

EX-3.I.4 2 ex3xix4.htm EXHIBIT 3.I.4 ex3xix4.htm
Exhibit 3.i.4
 
 
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
E-DEBIT GLOBAL CORPORAT1ON

 
E-DEBIT GLOBAL CORPORATION, a Colorado corporation, having hereinafter referred to as the “Corporation”) hereby certifies that:
 
FIRST:       The Corporation desires to amend its Articles of Incorporation in accordance with Section 7-110-106 of the Colorado Business Corporation Act, as currently in effect as hereinafter provided.
 
SECOND:   The provisions set forth in these Articles of Amendment to the Articles of Incorporation amend and supersede the original provisions of the Articles of Incorporation as amended.
 
THIRD:       The Articles of Incorporation of the Corporation are hereby amended by striking in their entirety Article II, inclusive, and by substituting in lieu thereof the following:

 
“ARTICLE II.       AUTHORIZED CAPITAL

 
Section 1.                      Authorized Capital.  The total number of shares of all classes which the Corporation shall have authority to issue shall be amended to 10,200,000,000 of which 10,000,000,000 shall be Common Shares, no par value and 200,000,000 shall be Preferred Shares, no par value.
 
Section 2.                      Preferred Shares.  The designations, preferences, limitations and relative rights of the Preferred Shares are:
 
 (a) 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) seventy-five percent (75%) of such dividend shall be distributed to the holders of the Preferred Shares on a pro rata basis; and (b) the remaining twenty-five (25%) shall be distributed to the holders of the Preferred Shares and the Common Shares, on a pro rata basis, with one share of Preferred Stock and one share of Common Stock being treated equally.
 
(b) 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.
 
(c) The issued Preferred Shares shall be eligible to vote at all shareholder meetings with the same ranking and affect as the Common Shares of the company, but the holders of the Preferred Shares grant an irrevocable proxy to the Corporation’s  Board of Directors to vote the Preferred Shares at any duly called Shareholder meeting, and 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 will be paid.
 
(d) Unissued Shares of Preferred Stock may be divided into such additional series as may be established, from time to time, by the Board of Directors.  The Board of Directors, from time to time, may fix and determine the designation and number of shares of any series and the relative rights and preferences of the shares of any series so established as to distinguish the shares thereof from the shares of all other series.  The Board of Directors is also authorized, within limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares that series.

 
 
 

 
    Section 3.                      Common Shares.

 
A.           The rights of holders of Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors.

FOURTH:     The amendment was unanimously authorized by the Board of Directors of the Corporation on the 6th. day of July 2012.

FIFTH:          The amendment was adopted by a majority of the shareholders of the Corporation the Annual Meeting of the Shareholders of the Corporation held on September 12, 2012 and the number of votes cast approving the amendment was sufficient for approval of the amendment.

IN WITNESS WHEREOF, the undersigned, the President, has executed these Articles of Amendment to the Articles of Incorporation effective this 17th day of September 2012,

/s/ Douglas MacDonald                                                      
Douglas MacDonald, President