0001161697-19-000338.txt : 20190820 0001161697-19-000338.hdr.sgml : 20190820 20190819213708 ACCESSION NUMBER: 0001161697-19-000338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190820 DATE AS OF CHANGE: 20190819 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AngioSoma, Inc. CENTRAL INDEX KEY: 0001502152 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273480481 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89519 FILM NUMBER: 191037763 BUSINESS ADDRESS: STREET 1: 2500 WILCREST DRIVE, 3RD FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-781-8521 MAIL ADDRESS: STREET 1: 2500 WILCREST DRIVE, 3RD FLOOR CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: First Titan Corp. DATE OF NAME CHANGE: 20100927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blankenship Alex K CENTRAL INDEX KEY: 0001677687 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 14001 WALDEN RD. STREET 2: SUITE 600 CITY: MONTGOMERY STATE: TX ZIP: 77356 SC 13D/A 1 sc13d.htm SCHEDULE 13D/A AMENDMENT NO. 1 FOR 05-16-2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D/A

Rule 13d-101

Amendment Number 1


Under the Securities Exchange Act of 1934



AngioSoma, Inc.

(Name of Issuer)



Series E Preferred Stock, par value $.001 per share

(Title of Class of Securities)



None

(CUSIP Number)



Alex K. Blankenship

2500 Wilcrest Drive, Suite 300

Houston, Texas 77042

832-781-8521

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)



May 16, 2017

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].


Note . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)




CUSIP No.    N/A


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Alex K. Blankenship

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a) [_]

(b) [X]

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS


N/A

5.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e)


[_]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION


United States of America

NUMBER

OF

SHARES

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER


1,000,000

8. SHARED VOTING POWER


None

9. SOLE DISPOSITIVE POWER


1,000,000

10. SHARED DISPOSITIVE POWER


None

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,000,000

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


100%

14.

TYPE OF REPORTING PERSON


IN


- 2 -



Item 1. Security and Issuer.


This statement relates to the Series E preferred stock, par value $0.001 per share (the “Preferred Stock”), of AngioSoma, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 2500 Wilcrest Drive, Suite 300, Houston, Texas 77042.


Item 2. Identity and Background.


(a)

Alex K. Blankenship, a natural person (“Ms. Blankenship”).

 

 

(b)

2500 Wilcrest Drive, Suite 300, Houston, Texas 77042

 

 

(c)

Ms. Blankenship’s principal occupation is President and Chief Executive Officer of the Issuer.

 

 

(d)

During the last five years, Ms. Blankenship has not been convicted in a criminal proceeding (excluding traffic or other misdemeanors).

 

 

(e)

Ms. Blankenship has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or was subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws; or (ii) a finding of any violation with respect to such laws.

 

 

(f)

Ms. Blankenship is a citizen of the United States.


Item 3. Source and Amount of Funds or Other Consideration.


Not applicable.


Item 4. Purpose of Transaction.


To reverse the divestiture of sole voting rights of the preferred stock previously transferred to David P. Summers.


Item 5. Interest in Securities of Issuer.


(a)

As of the date of this report, Ms. Blankenship beneficially owns 100% of shares of the Issuer’s Series E Preferred Stock.

 

 

(b)

Ms. Blankenship has the sole power to vote and has sole power to dispose or direct the disposition of the Issuer’s Series E Preferred Stock.

 

 

(c)

Beneficial ownership of 1,000,000 shares of Preferred Stock.

 

 

(d)

Ms. Blankenship confirms that she is entitled to exclusive voting rights of the Series E Preferred Stock and is the person with the exclusive right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Preferred Stock beneficially owned by Alex K. Blankenship.

 

 

(e)

Not applicable.


- 3 -



Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.


Pursuant to the terms of an amendment to the designation of the Series E preferred stock filed May 16, 2017 and a correction thereof filed February 14, 2018, attached hereto as Exhibit 99.1 and 99.2, Ms. Blankenship reclaimed the exclusive, irrevocable right to vote all shares of Preferred Stock beneficially owned by Ms. Blankenship.


Item 7. Materials to be Filed as Exhibits.


99.1 Amendment to Certificate of Designation Series E Preferred Stock filed with the Secretary of State of Nevada May 16, 2017.


99.2 Certificate of Correction filed with the Secretary of State of Nevada February 14, 2018.



EXHIBITS


Exhibit No.

 

Description

 

 

 

99.1

 

Amendment to Certificate of Designation Series E Preferred Stock filed with the Secretary of State of Nevada May 16, 2017.

 

 

 

99.2

 

Certificate of Correction filed with the Secretary of State of Nevada February 14, 2018.



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



/s/ Alex K. Blankenship

Name: Alex K. Blankenship

Date: August 19, 2019


- 4 -


EX-99 2 ex_99-1.htm AMENDMENT TO CERTIFICATE OF DESIGNATION SERIES E PREFERRED STOCK

Exhibit 3.1

 

State Seal

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Amendment to
Certificate of Designation
After Issuance of Class or Series

(PURSUANT TO NRS 78.1955)

 

Filed in the office of

/s/ Barbara K. Cegavske

Barbara K. Cegavske

Secretary of State

State of Nevada

Document Number

20170214105-63

Filing Date and Time

05/16/2017  12:19 PM

Entity Number

E0613412014-0

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Certificate of Designation

For Nevada Profit Corporations

(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

 

1.  Name of corporation:

AngioSoma, Inc.
 

 

2.  Stockholder approval pursuant to statute has been obtained.

 

3.  The class or series of stock being amended:

Series E Preferred stock
 

 

4.  By a resolution adopted by the board of directors, the certificate of designation is being
amended as follows of the new class or series is:

1. There shall be a series of Preferred Stock designated as “Series E Preferred Stock”, par value $.001 per
share, and the number of shares constituting such series shall be 1,000,000.  Such series is referred to
herein as the “Series E Preferred Stock.”
2. Stated Capital.  The amount to be represented in stated capital always for each share of Series E
Preferred Stock shall be $.001.

CONTINUED ON ATTACHED EXHIBIT A

 

5.  Effective date of filing: (optional)

 

 

 

 

(must not be later than 90 days after the certificate is filed)

6.  Signature: (required)

 

X  /s/ Alex K. Blankenship

 

 

Signature of Officer

 

 

 

Filing Fee: $175.00

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State Stock Designation
Revised 1-5-15



EXHIBIT A

TO

AMENDMENT TO CERTIFICATE OF DESIGNATION

SERIES E PREFERRED STOCK

 

1.     There shall be a series of Preferred Stock designated as “Series E Preferred Stock”, par value $.00l per share, and the number of shares constituting such series shall be 1,000,000. Such series is refened to herein as the “Series E Preferred Stock.”

 

2.     Stated Capital.  The amount to be represented in stated capital always for each share of Series E Preferred Stock shall be $.00l.

 

3.     Rank.  All shares of Series E Preferred Stock shall rank subordinate and junior to all of the Corporation’s common stock, par value $.001 per share, and preferred stock, par value $.00l per share, now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. All shares of Series E Preferred Stock shall rank superior to all of the Corporation’s common stock, par value $.001 per share, and preferred stock. par value $.001 per share, now or hereafter issued, as to voting rights.

 

4.     Dividends.  No dividend shall be declared or paid on the Series E Preferred Stock.

 

5.     No Liquidation Participation.  In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the holders of shares of Series E Preferred Stock shall not be entitled to participate in the distribution of the assets of the Corporation.  A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Designation shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange, or other disposition of all or a part of the assets of the Corporation.

 

6.     Right to Action by Vote or Consent.  Except as otherwise required by law, the shares of outstanding Series E Preferred Stock shall have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock such that the holders of outstanding shares of Series E Preferred Stock shall always constitute sixty-six and two thirds (66 2/3rds) of the voting rights of the Corporation.  The 66 2/3rds voting rights may be exercised by vote or written consent based on the will of a majority of the record and beneficial holders of Series E Preferred Stock. Except as otherwise required by law or by the Articles of Incorporation or this Designation, the holders of shares of common stock and Series E Preferred Stock shall vote together and not as separate classes.

 

7.     No Redemption.  The shares of Series E Preferred Stock are not redeemable.

 

8.     Preemptive Rights.  The Series E Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

 

9.     Protective Provisions.

 

a.    The affirmative vote or consent of the holders of a majority of the outstanding Series E Preferred Stock, voting or consenting separately as a class, shall be required to (a) authorize any sale, lease or conveyance of all or substantially all of the assets of the Corporation, or (b) approve any merger, consolidation or compulsory share exchange of the corporation with or into any other person unless (i) the terms of such merger, consolidation or compulsory share exchange do not provide for a change in the terms of the Series E Preferred Stock and (ii) the Series E Preferred Stock is, after such merger, consolidation or compulsory share exchange superior to any other class or series of capital stock authorized by the surviving corporation as to voting rights other than any class or series of stock of the corporation prior to the Series E Preferred Stock as may have been created with the affirmative vote or consent of the holders of all of the Series E Preferred Stock.

 

b.    No Shared Voting.  The voting right of the record and beneficial owner and holder of the Series B Preferred stock shall have the exclusive right to exercise the voting rights of the Series E Preferred Stock.  A holder of Series B Preferred Stock shall not share, limit, assign, or grant any preference or veto to all or any part of the voting rights of the Series E Preferred Stock and any attempt to so do shall be null, void and of no further force or effect.

 


EX-99 3 ex_99-2.htm CERTIFICATE OF CORRECTION

Exhibit 3.2

 

State Seal

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Certificate of Correction

(PURSUANT TO NRS CHAPTERS 78,
78A, 80, 8l, 82, 84, 86, 87, 87A, 88,
88A, 89 AND 92A)

 

Filed in the office of

/s/ Barbara K. Cegavske

Barbara K. Cegavske

Secretary of State

State of Nevada

Document Number

20180071268-05

Filing Date and Time

02/14/2018  3:03 PM

Entity Number

E0613412014-0

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

 

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Correction

(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)

 

1.  The name of the entity for which correction is being made:

AngioSoma, Inc.
 

 

2.  Description of the original document for which correction is being made:

Amendment to Certificate of Designation After Issuance of Class or Series
 

 

3.  Filing date of the original document for which correction is being made:

 

 05/16/2017

 

4.  Description of the inaccuracy or defect:

On Section 9(b), it references Series B as well Series E stock.  Series E is the only one that should have been written.
 

 

5.  Correction of the inaccuracy or defect:

Section 9(b). No Shared Voting. The voting right of the record and beneficial owner and holder of the Series E Preferred Stock shall have the exclusive right to exercise the voting rights of the Series E Preferred Stock. A holder of Series E Preferred Stock shall not share, limit, assign, or grant any preference or veto to all or any part of the voting rights of the Series E Preferred Stock and any attempt to do so shall be null, void and of no further force or effect.

 

6.  Signature:

 

   

X  /s/ Alex K. Blankenship

 

President

 

02/14/2018

Authorized Signature

 

Title *

 

Date

 

* If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued, a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State Stock Designation
Revised 1-5-15