0001021432-13-000271.txt : 20131105
0001021432-13-000271.hdr.sgml : 20131105
20131105144944
ACCESSION NUMBER: 0001021432-13-000271
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20131029
ITEM INFORMATION: Material Modifications to Rights of Security Holders
FILED AS OF DATE: 20131105
DATE AS OF CHANGE: 20131105
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Delverton Resorts International Inc.
CENTRAL INDEX KEY: 0001579546
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 463481302
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54979
FILM NUMBER: 131192242
BUSINESS ADDRESS:
STREET 1: A14 LE QUY DON STREET
CITY: PHAN THIET CITY, BINH THUAN PR
STATE: Q1
ZIP: 0000
BUSINESS PHONE: 011 84 062 3739286
MAIL ADDRESS:
STREET 1: A14 LE QUY DON STREET
CITY: PHAN THIET CITY, BINH THUAN PR
STATE: Q1
ZIP: 0000
FORMER COMPANY:
FORMER CONFORMED NAME: Creekwalk Acquisition Corp
DATE OF NAME CHANGE: 20130618
8-K
1
form8kdelprefstock.txt
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
October 29, 2013
Date of Report
(Date of Earliest Event Reported)
DELVERTON RESORTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-54979 46-3481302
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
A14 Le Quy Don Street
Phan Thiet City
Binh Thuan Province, Vietnam
(Address of Principal Executive Offices)
011 84 062 3739286
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On October 29, 2013 Delverton Resorts International Inc.(the "Registrant")
issued 20,000,000 shares of its Series A Preferred Stock pursuant to Section
4(2) of the Securities Act of 1933 at par representing 100% of the total
authorized shares of the Company's preferred stock to Kirill Neklyudov,
president of the Registrant and its common stock majority shareholder.
ITEM 3.03 Material Modification to Rights of Security Holders.
On October 29, 2013, the Board of Directors of Delverton Resorts
International, Inc. filed a Certificate of Designation with the State of
Delaware designating all 20,000,000 shares of its preferred stock as Series
A Preferred Stock.
Each share of Series A Preferred Stock will have 10 votes on all matters
on which shareholders are entitled to vote.
The designation and issuance of the Series A Preferred Stock gives voting
control of the Registrant, including election of directors and other matters
on which the shareholders are entitled to vote, to Kirill Neklyudov, the holder
of the 20,000,000 Series A Preferred Stock who is also the president and a
director of the Registrant and the majority holder of its outstanding shares
of common stock.
ITEM 9.01 EXHIBITS
3.4 Certificate of Designation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
DELVERTON RESORTS INTERNATIONAL, INC.
Date: November 5, 2013 /s/ Kirill Neklyudov
President
EX-3
2
certdesignseriesa102913.txt
Certificate of Designations, Preferences and
Rights of Series A Preferred Stock
Delverton Resorts International Inc.
ARTICLE ONE
The name of the corporation is "Delverton Resorts International,
Inc." (herein referred to as the "Corporation").
ARTICLE TWO
Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation and Sections 151 and 157 of the General
Corporate Law of Delaware, the Board of Directors of the Corporation
duly adopted the resolutions attached hereto as the Board of Directors'
resolutions (the "Resolutions") designating all 20,000,000 shares of the
Corporation's authorized 20,000,000 shares of preferred stock as Series A
Preferred Stock, $.0001 par value per share, and fixing and determining the
preferences, limitations and relative rights of such Series A preferred as
set forth below:
1. Voting Rights
(a) Each share of Series A preferred stock shall be entitled to
10 votes on all matters on which shareholders are entitled to vote.
(b) Except as otherwise required by law, the affirmative vote of
the holders of a majority of the issued and outstanding shares of the Series
A preferred stock shall decide any matter submitted to a vote of such
Holders, including, without limitation, amendment of the Charter, merger
of the Corporation or any disposition of the Corporation's assets requiring
special authorization of the shareholders.
Any action required by law to be taken, or which may be taken, by
the Holders of the Series A preferred stock at any annual or special
meeting thereof, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall have been signed by the Holders having not less than
the minimum number of votes that would be necessary to take such action
at a meeting at which the Holders of all shares of Series A preferred stock
were present and voted and otherwise in accordance with the requirements
in respect of such written consents under the Delaware General
Corporation Law.
2. Rank. The Series A preferred stock shall, with respect to
payment of dividends, redemption payments and rights upon liquidation,
dissolution or winding up of the Corporation, rank senior and prior to
the common stock.
3. Dividends. The Board of Directors may, at its discretion, vote
to declare dividends to the holders of the Series A preferred stock at a
rate and at a time to be determined by the Board.
4. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Series A preferred stock shall be entitled
to receive, from funds legally available for distribution, if any, a pro
rata distribution of such funds or assets of the Corporation based upon the
voting rights of each such share held by the holders of the Series A
preferred stock and any other capital stock of the Corporation.
ARTICLE THREE
The attached Resolutions were adopted by the Board of Directors
of the Corporation on October 29, 2013.
ARTICLE FOUR
The attached Resolutions were duly adopted by all necessary action
on the part of the Corporation.
In Witness Whereof, the Corporation has caused this Certificate
to be signed and attested by its duly authorized officer, on this 29th day
of October, 2013.
By: /s/ Kirill Neklyudov, President