UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
THRUST ENERGY CORP.
(Name of Registrant As Specified In Its Charter)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THRUST ENERGY CORP.
3044 Bloor Street West, Suite 1440
Toronto, ON M8X 2Y8
(647) 628-5375
NOTICE OF WRITTEN CONSENT TO ACTION BY STOCKHOLDERS
August 11, 2010
This notice and the accompanying information statement is being furnished to the
stockholders of Thrust Energy Corp., a Nevada corporation (the "Company" or "us"
or "we" or "our"), with respect to a written consent to action received from the
holders of 74% of the issued and outstanding shares of the Company's Common
Stock adopting resolutions approving the following corporate actions:
1. To effect a reverse split of the Company's issued and outstanding Common
Stock in a ratio of one new share for every twenty shares issued and outstanding
pursuant to section 78.2055 of the Nevada Revised Statutes; and
2. To amend and restate the Company's Articles of Incorporation, as set out
in the Amended and Restated Articles of Incorporation annexed to and forming
part of the information statement.
The amendment of the Company's Articles of Incorporation includes the addition
of certain provisions that may, under certain circumstances, have the effect of
delaying, deferring or preventing a change in control of the Company without
further vote or action by the stockholders and could adversely affect the voting
and other rights of the holders of our Common Stock.
Only Company stockholders of record as at 8:00 a.m. EST on July 30, 2010 are
entitled to receive this Information Statement.
The amendment will become effective on the earlier of (i) 21 days from the date
the accompanying information statement is first mailed to the stockholders, or,
(ii) such later date as approved by our Board of Directors, in its sole
discretion. The amendment will become effective through the filing of a
Certificate to Accompany Restated Articles or Amended and Restated Articles with
the Secretary of State of Nevada.
Your vote or consent is not requested or required, and our sole director is not
soliciting your proxy. Section 78.320 of the Nevada Revised Statutes and the
Company's Bylaws provide that any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if stockholders
holding at least a majority of the voting power sign a written consent approving
the action. The written consent of a majority of the outstanding shares of our
Common Stock is sufficient to approve these matters.
The accompanying information statement is being furnished to you solely for the
purpose of informing stockholders of the matters described herein in compliance
with Regulation 14C of the Securities Exchange Act of 1934, as amended.
By Order of the Board of Directors
/s/ Thomas Mills
Thomas Mills
President, CEO and Director
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THRUST ENERGY CORP.
3044 Bloor Street West, Suite 1440
Toronto, ON M8X 2Y8
(647) 628-5375
INFORMATION STATEMENT
Date first mailed to stockholders: July 30, 2010
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ABOUT THIS INFORMATION STATEMENT
INTRODUCTION
This information statement (the "Information Statement") has been filed with the
Securities and Exchange Commission (the "SEC") and is being mailed or otherwise
furnished to the registered stockholders of Thrust Energy Corp., a Nevada
corporation (the "Company," "we," or "us"), solely for the purpose of informing
you, as one of our stockholders, in the manner required under Regulation 14(c)
promulgated under the Securities Exchange Act of 1934, as amended, that the
holders of a majority of the issued and outstanding shares of the Company's
Common Stock (the "Common Stock") have executed a written consent to action
approving certain corporate actions described herein.
The proposed corporate actions were approved by resolution of our Board of
Directors on July 30, 2010. In order to eliminate the costs and management time
involved in holding a special meeting, and in order to effect the proposed
amendment as quickly as possible, our Board of Directors resolved to proceed
with the corporate action by obtaining a written consent to action from a
stockholder holding a majority of the voting power of the Common Stock.
This Information Statement is dated August 11, 2010 and is first being mailed to
stockholders on or about August 11, 2010. Only stockholders of record at 8:00
a.m. EST on July 30, 2010 (the "Record Date") are entitled to receive this
Information Statement.
INFORMATION CONCERNING THE PROPOSED CORPORATE ACTIONS
1. PROPOSAL TO REVERSE SPLIT THE ISSUED AND OUTSTANDING COMMON SHARES
The number of issued and outstanding shares of the Corporation's Common Stock
held by each stockholder of record at 5:00 p.m. EST on August 31, 2010 (the
"Effective Date") will be reverse split on the basis that twenty issued and
outstanding shares of Common Stock will become one issued and outstanding share
of Common Stock without a corresponding decrease of the number of authorized
shares of Common Stock (the "Reverse Split").
The Board of Directors believes the Reverse Split will make the Company's
capital structure more appealing to prospective investors and thereby facilitate
the raising of capital through equity financings. While it is generally
expected that a reverse split will result in a proportionate increase in the
market price of the reverse split shares, because of lack of trading in our
shares there can be no assurance that our Common Stock will trade at a multiple
of twenty times our current price, or that any price increase will be sustained.
If the market price of our Common Stock declines after the implementation of the
Reverse Split, the percentage decline as an absolute number and as a percentage
of our overall market capitalization may be greater than would be the case in
the absence of the Reverse Split. Further, the fact that we have no revenue, and
minimal assets may greatly impact our stock price and the ability to liquidate
your shares.
The Reverse Split will not affect the number of shares of Common Stock the
Company is authorized to issue, but will simply reduce the number of issued and
outstanding shares of Common Stock. As of the Record Date, the Company had
100,000,000 shares of Common Stock authorized, of which 13,604,000 shares were
issued and outstanding. On the Effective Date, the number of issued and
outstanding shares of Common Stock will be reduced to 680,200. The Reverse
Split may result in some of our stockholders owning "odd lots" (i.e. a number of
shares of our Common Stock not divisible by 10). Stockholders owning "odd lots"
may experience difficulty selling their shares in the open market.
The Reverse Split will affect all of our stockholders uniformly and will not
affect any stockholder's proportionate voting power or percentage ownership
interest in the Company, except to the extent that the Reverse Split results in
any of our stockholders owning a fractional share. In lieu of issuing
fractional shares, the Company will issue any stockholder who would otherwise
have been entitled to receive a fractional share as a result of the Reverse
Split one share of our Common Stock.
2. PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION
Our Board of Directors has determined that the Company's existing Articles of
Incorporation are inadequate for our current and anticipated future needs.
Therefore, on July 30, 2010, the Board of Directors resolved that it would be in
the best interest of the Company and its stockholders to amend and restate the
Articles of Incorporation in the form of the Amended and Restated Articles of
Incorporation attached hereto (the "Amended Articles"), effective upon
completion of the Reverse Split.
There are several key substantive differences between our current Articles of
Incorporation and the Amended Articles, as follows:
(i) INCREASE THE AUTHORIZED SHARES
Section 4.1 of Article 4 of the Amended Articles will increase the Company's
authorized capital to 900,000,000 shares of Common Stock ($0.0001 par value) and
100,000,000 shares of preferred stock ($0.0001 par value).
The increase in the Company's authorized but unissued shares will provide the
Company with needed stock to enable it to undertake financing transactions in
which the Company may employ its Common Stock and/or preferred stock, including
transactions to raise working capital through the sale of Common Stock and/or
preferred stock. The Company's Board of Directors is of the view that that the
number of shares currently authorized may not be sufficient to meet anticipated
future needs. The Board of Directors also considers it desirable that the
Company have the flexibility to issue an additional amount of Common Stock and
to issue, when and where appropriate or necessary, preferred stock, without
further stockholder action, unless otherwise required by law or other
regulations. The availability of these additional shares will enhance the
Company's flexibility in connection with public or private offerings,
conversions of convertible securities, issuance of options pursuant to employee
benefit plans, acquisition transactions and other general corporate purposes,
and will allow such shares to be issued without the expense and delay of a
special stockholders' meeting, unless such action is required by applicable law
or rules of any stock exchange on which the Company's securities may then be
listed. Management of the Company is at all times investigating additional
sources of financing that the Board of Directors believes will be in the
Company's best interests and in the best interests of the shareholders of the
Company.
The shares of Common Stock do not carry any pre-emptive rights. The adoption of
the proposed amendment to increase the Company's authorized share capital will
not of itself cause any changes in the Company's capital accounts.
The increase in authorized share capital will not have any immediate effect on
the rights of existing stockholders. However, the Board of Directors will have
the authority to issue authorized shares of Common Stock without requiring
future approval from the stockholders of such issuances, except as may be
required by applicable law or exchange regulations. To the extent that
additional authorized shares of Common Stock are issued in the future, they will
decrease the existing stockholders' percentage equity ownership interests and,
depending upon the price at which such shares of Common Stock are issued, could
be dilutive to the existing stockholders. Any such issuance of additional shares
of Common Stock could have the effect of diluting the earnings per share and
book value per share of outstanding shares of the Common Stock.
(ii) ENABLE OUR DIRECTORS TO ESTABLISH ONE OR MORE SERIES OF PREFERRED STOCK
Section 4.2 of Article 4 of the Amended Articles will grant to our Board of
Directors the authority to establish one or more series of preferred stock and
to determine and prescribe the voting powers, distinguishing designations,
preferences, limitations, restrictions and relative rights of the preferred
stock, and any series of preferred stock.
The issuance of any shares of preferred stock having rights superior to those of
the Common Stock may result in a decrease in the value or market price of the
Common Stock. Holders of preferred stock may have the right to receive
dividends, certain preferences in liquidation and conversion rights. The
issuance of preferred stock could adversely affect the voting and other rights
of the holders of Common Stock.
(iii) ENABLE OUR DIRECTORS TO AUTHORIZE DIVIDENDS AND OTHER DISTRIBUTIONS ON
PREFERRED STOCK
Section 4.4 of Article 4 of the Amended Articles grants our Board of Directors
the authority to authorize and direct the payment of dividends and the making of
other distributions by the Company in respect of the issued and outstanding
shares of preferred stock (i) at such times, in such amount and forms, from such
sources and upon such terms and conditions as it may, from time to time,
determine upon, and (ii) in shares of the same class or series or in shares of
any other class or series without obtaining the affirmative vote or the written
consent of the holders of the shares of the class or series in which the payment
or distribution is to be made.
The Company may issue shares of Common Stock as a dividend in respect of shares
of preferred stock or any particular series of preferred stock without the
approval of the holders of the Common Stock. Any such issuance could be
dilutive to the value or market price of the Common Stock.
(iv) PROVIDE FOR THE INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 6 of the Amended Articles indemnifies and holds harmless our directors
and officers to the fullest extent permitted under the law of the State of
Nevada against all expenses, liability and loss reasonably incurred or suffered
by them in connection with any action, suit or proceedings by reason of the fact
that they are or were directors or officers of the Company. Such right of
indemnification is not exclusive of any other right that such person may have
under the Bylaws of the Company, or otherwise.
(v) GIVE OUR DIRECTORS THE EXCLUSIVE POWER TO AMEND OUR BYLAWS
Article 7 of the Amended Articles reserves to our Board of Directors the power
to amend our Bylaws.
Section 78.320 of the Nevada Revised Statutes ("NRS") permits reserving the
power to adopt Bylaws to the Board of Directors, and permits the amendment or
repeal of any Bylaw by the Board of Directors unless a particular Bylaw was
adopted by the stockholders and expressly states that only the stockholders may
amend or repeal that Bylaw. The Company's current Bylaws were adopted in their
entirety by the Board of Directors, and thus, once the consent to approve the
Amended Articles is taken, the Board of Directors will be able to alter the
Bylaws as it deems fit. Vesting power to alter the Bylaws in the Board of
Directors will provide greater flexibility for the Board of Directors, but it
will also make it more difficult for our stockholders to amend our Bylaws. As a
result of this provision, stockholders will not be able to amend our Bylaws
without first amending our Articles of Incorporation to grant them this power.
The Board of Directors intends to amend and restate the Bylaws once the Amended
Articles are effective so that the Bylaws will be consistent with the Amended
Articles.
POSSIBLE ANTI-TAKEOVER EFFECTS OF THE PROPOSALS
Both the Reverse Split and the Amended Articles will result in an increase in
the number of authorized but unissued shares of our Common Stock. Under certain
circumstances this could have an anti-takeover effect, although this is not the
intent of the Board of Directors. For example, it may be possible for the Board
of Directors to delay or impede a takeover or transfer of control of the Company
by causing such authorized shares to be issued to holders who might side with
the Board in opposing a takeover bid that the Board of Directors determines is
not in the best interests of the Company and our stockholders. The increased
authorized but unissued shares therefore may have the effect of discouraging
unsolicited takeover attempts. By potentially discouraging initiation of any
such unsolicited takeover attempts, the increased number of unissued shares may
limit the opportunity for the Company stockholders to dispose of their shares at
a higher price than may be available in a takeover attempt or under a merger
proposal. Furthermore, the increased unissued shares may have the effect of
permitting the Company's current management, including the current Board of
Directors, to retain its position, and place it in a better position to resist
changes that shareholders may wish to make if they are dissatisfied with the
conduct of the Company's business. However, the Board of Directors is not aware
of any attempt to take control of the Company and the Board of Directors did not
approve the Reverse Split in the Company Common Stock with the intent that it be
utilized as a type of anti-takeover device.
In addition to the potential anti-takeover effects of an increase in the
authorized but unissued shares of our Common Stock, certain provisions of the
Amended Articles could also be used by management of the Company to prevent,
delay or defer a transaction that might provide an above-market premium that is
favored by a majority of the independent stockholders without further vote or
action by the stockholders.
Article 5 of the Amended Articles will grant to our Board of Directors the
authority to establish one or more series of preferred stock and to determine
and prescribe the voting powers, distinguishing designations, preferences,
limitations, restrictions and relative rights of the preferred stock, and any
series of preferred stock. The issuance of preferred stock with either
specified voting rights or rights providing for the approval of extraordinary
corporate action could be used to create voting impediments or to frustrate
persons seeking to effect a merger or to otherwise gain control of the Company
by diluting their stock ownership. In addition, the ability of the Company's
directors to distribute shares of any class or series (within limits imposed by
applicable law) as a dividend in respect of issued shares of preferred stock
could also be used to dilute the stock ownership or voting rights of a person
seeking to obtain control of the Company and effectively delay or prevent a
change in control without further action by the stockholders.
We are not currently aware of any attempt to take over or acquire the Company.
While the aforementioned provisions of the Amended Articles may be deemed to
have possible anti-takeover effects, it is not prompted by any specific effort
or takeover threat currently perceived by management, and neither our management
nor our Board of Directors views any provisions of our Amended Articles as an
anti-takeover mechanism. Except for the potential effects of the aforementioned
provisions, there are no anti-takeover provisions in the Amended Articles,
Bylaws or other governing documents, and the Company's Board of Directors
currently has no plan to adopt any proposal or to enter into other arrangement
that may have material anti-takeover consequences.
APPROVAL OF THE PROPOSED CORPORATE ACTIONS
Under section 78.2055 of the NRS, the Board of Directors may decrease the number
of issued and outstanding shares without decreasing the number of authorized
shares if: (a) the board of directors adopts a resolution setting forth the
proposal to decrease the number of issued and outstanding shares; and (b) the
proposal is approved by the vote of stockholders holding a majority of the
voting power.
Under NRS 78.390, every amendment to the Company's Articles of Incorporation
must first be adopted by a resolution of the Board of Directors and must then be
approved by stockholders entitled to vote on any such amendment. Under NRS
78.390 and the Company's Bylaws, an affirmative vote by stockholders holding
shares entitling them to exercise at least a majority of the voting power is
sufficient to amend the Company's Articles of Incorporation.
Pursuant to NRS 78.320, unless otherwise provided in the Company's Articles of
Incorporation or the Bylaws, any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by stockholders holding at least
a majority of the voting power. Under NRS 78.320, an action authorized by
written consent does not require a meeting of stockholders be called or notice
thereof to be given.
Our Board of Directors adopted resolutions on the Record Date setting forth for
approval by stockholders the proposed corporate actions. At that time, the
Company's authorized capital consisted of: 100 million shares of Common Stock
($0.0001 par value), of which 13,604,000 shares were issued and outstanding.
Only the Company's Common Stock carries voting rights, with each common share
entitling the holder thereof to one vote on all matters submitted to a vote of
the stockholders.
On the Record Date one of the Company's stockholders held 6,000,000 shares of
Common Stock representing 74% of the voting power of our stockholders. This
stockholder voted in favor of the proposed corporate actions by written consent
on the Record Date, and since he had sufficient voting power to approve the
corporate actions through his ownership of capital stock, no consent or approval
of the corporate actions by any other stockholder was solicited.
The Company has obtained all necessary corporate approvals in connection with
the proposed corporate actions and your consent is not required and is not being
solicited in connection with the approval of the corporate actions. No vote or
other action is requested or required on your part.
EFFECTIVE DATE
The proposed corporate actions will become effective on the earlier of (i) 21
days from the date this Information Statement is first mailed to the
stockholders, or, (ii) such later date as approved by our Board of Directors, in
their sole discretion. The Amended Articles will become effective upon
completion of the Reverse Split and upon the filing of a Certificate to
Accompany Restated Articles or Amended and Restated Articles with the Office of
the Secretary of State for Nevada pursuant to section 78.403 of the Nevada
Revised Statutes. The Board of Directors may revoke any proposed corporate
action before it is acted on without further approval of the stockholders if it
determines that the action is no longer in the best interests of the Company and
its stockholders.
DISSENTER'S RIGHTS
Neither the Articles of Incorporation of the Company nor its Bylaws, nor the
Nevada Revised Statutes provide for dissenters' rights of appraisal in
connection with the aforementioned resolutions.
EXCHANGE OF STOCK CERTIFICATES
As of the Effective Date, each stockholder will be entitled to exchange stock
certificates issued prior to the Effective Date ("Old Certificates") for stock
certificates representing shares of Common Stock after giving effect to the
Reverse Split ("New Certificates") by submitting them to the Company's transfer
agent, Transfer Online Inc., of 512 SE Salmon Street, Portland, Oregon 97214,
Telephone number: (503) 227-2950. . Otherwise, Old Certificates will be
exchanged for New Certificates at the first time the Old Certificates are
presented to the transfer agent for transfer. New Certificates will contain the
same restrictive legend as the Old Certificates for which they are exchanged.
The stockholders will be responsible for the cost of exchanging their respective
certificates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, information concerning
ownership of the Company's securities by (i) each Director, (ii) each executive
officer, (iii) all directors and executive officers as a group; and (iv) each
person known to the Company to be the beneficial owner of more than five percent
of each class:
The number and percentage of shares beneficially owned includes any shares as to
which the named person has sole or shared voting power or investment power and
any shares that the named person has the right to acquire within 60 days.
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BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER SHARES PERCENTAGE OF CLASS
- --------------------------------------------------------------------------------
Thomas Mills 10,000,000 74%
c/o Thrust Energy Corp.
1440-3044 Bloor Street West
Toronto, ON M8X 2Y8
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All directors and executive officers, 10,000,000 74%
as a group (1 persons)
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PROPOSALS BY SECURITY HOLDERS
There are no proposals by any security holders.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None of the Company's directors or officers at any time since the beginning of
the last fiscal year has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposed amendment that is not shared by
all other holders of the Company's Common Stock. Our Board of Directors and
majority stockholders approved the proposed amendment on the Record Date. No
other security holder entitled to vote at a stockholders' meeting or by written
consent has submitted to the Company any proposal for consideration by the
Company or its Board of Directors.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We will only deliver one Information Statement to multiple stockholders sharing
an address, unless we have received contrary instructions from one or more of
the stockholders. Also, we will promptly deliver a separate copy of this
Information Statement and future stockholder communication documents to any
stockholder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement
and future stockholder communication documents to any stockholder or
stockholders sharing an address to which multiple copies are now delivered, upon
written request to us at our address noted above.
Stockholders may also address future requests regarding delivery of Information
Statements and annual reports by contacting us at the address noted above.
ADDITIONAL INFORMATION
The Company files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information the Company files at the
Securities and Exchange Commission's public reference room in Washington, D.C.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. The Company's filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the web site maintained by the
Securities and Exchange Commission at "http://www.sec.gov."
August 11, 2010 By Order of the Board of Directors
/s/ Thomas Mills
Name: Thomas Mills
Title: Chief Executive Officer, President and Director
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
THRUST ENERGY CORP.
(A NEVADA CORPORATION)
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ARTICLE 1
NAME
1.1 The name of the Corporation is THRUST ENERGY CORP.
ARTICLE 2
PURPOSE
2.1 The purpose for which the Corporation is organized is to engage in any
lawful activity within or outside the State of Nevada.
2.2 The Corporation may maintain offices at such other places within or without
the State of Nevada as it may from time to time determine. Corporate business of
every kind and nature may be conducted, and meetings of directors and
stockholders may be held outside the State of Nevada with the same effect as if
in the State of Nevada.
ARTICLE 3
BOARD OF DIRECTORS
3.1 The governing board of this Corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the Bylaws of this Corporation, providing that
the number of directors shall not be reduced to fewer than one (1).
ARTICLE 4
CAPITAL STOCK
4.1 The aggregate number of shares that the Corporation shall have authority
to issue is ONE BILLION (1,000,000,000) shares, consisting of (i) NINE HUNDRED
MILLION (900,000,000) shares of Common Stock, par value $0.0001 per share (the
"Common Stock"); and ONE HUNDRED MILLION (100,000,000) shares of preferred
stock, par value $0.0001 per share (the "preferred stock").
4.2 The Board of Directors is authorized from time to time to establish one
or more series of preferred stock and to determine and prescribe the voting
powers, distinguishing designations, preferences, limitations, restrictions and
relative rights of the preferred stock before issuance of any shares of that
class and of any series of preferred stock before issuance of shares of that
series.
4.3 The Board of Directors has authority to authorize and direct the
issuance by the Corporation of shares of preferred stock and Common Stock at
such times, in such amounts, to such persons, for such consideration as the
Board of Directors shall determine to be adequate, and upon such terms and
conditions as the Board of Directors may, from time to time, determine, subject
only to the restriction, limitations, conditions and requirements imposed by the
Nevada Business Corporations Act, other applicable laws and these Articles, as
the same may, from time to time, be amended. Upon the receipt by the Corporation
of the consideration for which the board authorized the issuance of shares of
preferred stock or Common Stock, such shares shall be deemed fully paid and
nonassessable.
4.4 The Board of Directors has authority to authorize and direct the payment
of dividends and the making of other distributions by the Corporation in respect
of the issued and outstanding shares of preferred stock (i) at such times, in
such amount and forms, from such sources and upon such terms and conditions as
it may, from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Nevada Business
Corporations Act, other applicable laws and these Articles of Incorporation, as
the same may, from time to time, be amended, and (ii) in shares of the same
class or series or in shares of any other class or series without obtaining the
affirmative vote or the written consent of the holders of the shares of the
class or series in which the payment or distribution is to be made.
4.5 The Board of Directors has authority to authorize and direct the
acquisition by the Corporation of the issued and outstanding shares of preferred
stock and Common Stock at such times, in such amounts, from such persons, for
such considerations, from such sources and upon such terms and conditions as the
Board of Directors may, from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by the Nevada
Business Corporations Act, other applicable laws and these Articles, as the same
may, from time to time, be amended. Such acquired shares of the Corporation
will be designated "Treasury Shares" unless specifically cancelled and withdrawn
by action of the Board of Directors.
ARTICLE 5
LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY
5.1 A director or officer of the Corporation shall not be personally liable
to the Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1 Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the corporation, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article. Without limiting the application of the foregoing,
the Board of Directors may adopt Bylaws from time to time with respect to
indemnification to provide at all times the fullest indemnification permitted by
the law of the State of Nevada and may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation as a director of officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
ARTICLE 7
ADOPTION AND AMENDMENT OF BYLAWS
7.1 The Board of Directors is expressly granted the exclusive power to
adopt, amend or repeal the Bylaws of the Corporation.
ARTICLE 8
AMENDMENT OF ARTICLES OF INCORPORATION
8.1 The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.