v3.3.0.814

Preferred Stock | 12 Months Ended
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Dec. 31, 2014
Preferred Stock |
Preferred Stock | NOTE 8 - PREFERRED STOCK The Company is authorized to issue up to 10,000,000 shares of $0.001 par value preferred stock, of which 1,500,000 shares have been designated as Series “A” convertible preferred and 1,000,000 shares have been designated as Series “B” convertible preferred. In addition the Company is authorized to issue up to 2,990,000,000 shares of $0.001 par value common stock. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the holder, to convert all or any portion of the shares of Series A Convertible Preferred Stock held by such holder into a number of shares of fully paid and non-assessable Common Stock at the rate of five (5) shares of Common Stock for each share of Series A Convertible Preferred Stock (the "Conversion Rate"), subject to adjustment. Holders of Series A Preferred Stock shall not have any voting rights. Holders of shares of Series A Convertible Preferred Stock, in preference to the holders of common stock, shall be entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available. Each share of Series B Convertible Preferred Stock shall be convertible at the option of the holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of common stock on the optional conversion date (as hereinafter defined) at a conversion rate of two hundred fifty (250) shares of common stock (the “Conversion Rate”) for every one (1) share of Class B Convertible Preferred Stock, subject to adjustment as provided in the designation. The holders of Class B Convertible Preferred Stock shall have the right to cast three thousand (3,000) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Class B Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law. On October 6, 2014, the Company executed with its controlling shareholder, MCKEA Holdings, LLC a Convertible Promissory Note for $198,930 in exchange for the assignment and assumption of debt due from the Company and its subsidiary, Co-Signer.com, Inc. The debt includes a total of $110,803 due to third-party service suppliers and debt due to MCKEA for $88,127. The Note is secured by the issuance of 1,000,000 shares of Preferred Class B stock that has a non-diluting feature, and convertible into the Company’s shares of common stock, as consideration. On the same day the full $198,930 was converted into the 1,000,000 shares of Preferred Class B stock.

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