ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
Designation of Series A Preferred Stock/Amendment to Designation of Series A
On July 19, 2013, the Board of Directors of Monster Arts Inc., a Nevada
corporation (the "Company") authorized and approved an amendment to the articles
of incorporation increasing the authorized capital to 750,000,000 shares
consisting of 730,000,000 shares of common stock, par value $0.001, and
20,000,000 shares of blank check preferred stock, par value $0.001, which was
filed with the Nevada Secretary of State of October 8, 2013.
On November 18, 2013, the Board of Directors of the Company authorized and
approved the creation and designation of 10,000,000 shares of the preferred
stock as Series A preferred stock (the "Series A Preferred Stock"). The
Designation of Series A Preferred Stock was filed with the Nevada Secretary of
State on November 18, 2013 (the "Designation"). On April 2, 2014, the Board of
Directors authorized and approved an amendment to the Designation, which
increased the number of shares of Series A Preferred Stock to 20,000,000 shares.
The Amendment to Designation was filed with the Nevada Secretary of State on
April 4, 2014 (the "Amendment to Designation").
The shares of Series A Preferred Stock carry certain rights and preferences. The
Designation provides that the holder of the Series A Preferred Stock shall at
their option convert the shares of Series A Preferred Stock into shares of
common stock on a one for one basis. The Company may also redeem the shares of
Series A Preferred Stock at a redemption price of $0.001 by providing a five day
notice to the holder of the Series A Preferred Shares (the "Notice of
Redemption"). In the event of receipt of the Notice of Redemption by the holder
of the Series A Preferred Shares, the holder shall have five business days from
date of receipt to convert into shares of common stock in accordance with
Section 5 above irrespective of Section 5(a). The Designation further provides
that each holder of outstanding shares of Series A Preferred Stock shall be
entitled to cast the number of votes equal to the number of Series A Preferred
Stock multiplied by 100.
The purpose of the Designation was to create the Series A Preferred Stock to
make available for general corporate purposes, the business operations of the
Company and subsequent financing activities. The Board of Directors has
considered potential uses of the Series A Preferred Stock, which may include the
seeking of additional equity financing through public or private offerings, or
for other general corporate purposes. Creating the preferred stock provided the
Company with greater flexibility and allows for the issuance of shares of
preferred stock without the expense or delay of seeking further approval from
the shareholders. The Company is at all times investigating additional sources
of financing which the Board of Directors believes will be in the Company's best
interests and in the best interests of the shareholders of the Company.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective April 4, 2014
, the Board of Directors authorized the issuance of an
aggregate 20,000,000 shares of Series A Preferred Stock at a per share price of
to Wayne Irving
, the Company's President/Chief Executive Officer. The
Board of Directors authorized the issuance of the aggregate 20,000,000 shares of
Series A Preferred Stock to Mr. Irving
based upon recognition of the outstanding
services, leadership and innovative business operational strategies provided by
and his continuous dedication and loyalty to the Company, in light of
non-payment for the past two fiscal years of any cash remuneration by the
Company to Mr. Irving
for this continued executive services.
The 20,000,000 shares were issued at a per share price of $0.001
. The shares of
preferred stock were issued to Mr. Irving
as a United States
reliance on Section 4(2) promulgated under the United States Securities Act of
1933, as amended (the "Securities Act"). Neither the shares of preferred stock
nor the underlying shares of common stock hve been registered under the
Securities Act or under any state securities laws and may not be offered or sold
without registration with the United States Securities and Exchange Commission
or an applicable exemption from the registration requirements. Mr. Irving
acknowledged that the securities to be issued have not been registered under the
Securities Act, that he understood the economic risk of an investment in the
securities, and that he had the opportunity to ask questions of and receive
answers from the Company's management concerning any and all matters related to
acquisition of the securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
(b) Pro forma Financial Information.
(c) Shell Company Transaction.
3.1.1 Designation of Series A Preferred Stock filed with the Nevada Secretary
of State on November 18, 2013. *
3.1.2 Amendment to Designation of Series A Preferred Stock filed with the
NevadaSecretary of State on April 2, 2014. *
* Incorporated by reference from the Registrant's Current Report on Form 8-K
filed on April 10, 2014