5. Stockholders Equity
Reverse Stock Split
On February 12, 2009 we declared a reverse split of our common stock. The formula provided that every one hundred (100) issued and outstanding shares of common stock of the Corporation be automatically split into 1 share of common stock. Any resulting share ownership interest of fractional shares was rounded up to the first whole integer in such a manner that all rounding was done to the next single share and each and every shareholder would own at least 100 shares. The reverse stock split was effective March 12, 2009 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred April 30, 2007.
We are currently authorized to issue up to 300,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.
November 19, 2007, in exchange for approximately $19,040 of capital investments by Century Capital Partners we issued 380,000 shares of restricted $0.001 par value common stock. Mr. Anthony is the managing member of CCP and has sole voting and dispositive control.
We are currently authorized to issue up to 20,000,000 shares of $ 0.001 preferred stock. Effective April 30, 2007 the board of directors approved the cancellation of all previously issued preferred shares and approved the cancellation and extinguishment of all common and preferred share conversion rights of any kind, including without limitation, warrants, options, convertible debt instruments and convertible preferred stock of every series and accompanying conversion rights of any kind.
On January 29 2009 we designated 5,000,000 shares of Series B preferred stock. The Series B allows voting rights in a ratio of 1:10 over the common. Each share of the Series A is convertible in to 10 shares of common at the discretion of the holder.
On February 18, 2009, Corporate Services International, Inc. agreed to contribute $25,000 in exchange for 5,000,000 shares of the Series B preferred stock. We have agreed to use these funds to pay the costs and expenses necessary to revive our business and implement the Companys business plan. Such expenses include, fees to redomicile the Company to the state of Delaware; payment of state filing fees; transfer agent fees; calling and holding a shareholders meeting; accounting and legal fees; and costs associated with preparing and filing this Registration Statement, etc.
Corporate Services International, Inc. is a business consulting company of which Michael Anthony is the sole shareholder, officer and director.