
|
1
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Title of each class of securities to which transaction applies:
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Preferred Shares
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|
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2
|
Aggregate number of securities to which transaction applies:
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550,0001
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|
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3
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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):
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See end note i(yet to be formed class with no definitive buyer(s))
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4
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Proposed maximum aggregate value of transaction:
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$126,9002
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|
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Transaction fee
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0.0001161%
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$14.73
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|
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5
|
Total fee paid
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$14.73
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1) Amount Previously Paid:
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$0.00
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2) Form, Schedule or Registration Statement No.:
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N/A
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3) Filing Party:
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N/A
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4) Date Filed:
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N/A
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Item
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Notes
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Reverse Stock Split
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Hybred is voting to authorize a 500:1 REVERSE stock split
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Creation of a Preferred Class A Series
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Hybred is voting to authorize 100,000 shares of a Preferred Class A series with the characteristics of being convertible into common shares at a ratio of 1:1,000 (one Class A Preferred converts into 1,000 shares of common stock)
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Creation of a Preferred Class B Series
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Hybred is voting to authorize 400,000 shares of a Preferred Class B series with the characteristics of being convertible into a common shares at a ratio of 1:40 (One Class B share converts into 40 shares of common stock)
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Creation of a Preferred Class C Series
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Hybred is voting to authorize 50,000 shares of a Preferred Class C series with the characteristics of having the super voting rights of 1:1,000 (One class C Preferred share will have 1,000 votes and shall NOT be convertible
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Sale of Securities
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This votes authorizes management and the Board to engage in capital raising efforts and sell such securities, and make the necessary corresponding issuances, upon such terms and conditions as they find agreeable, to fund Hybred to provide working capital to engage in their business model and facilitate the manufacture of horseshoes.
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Adjustment of Articles of Incorporation and Bylaws
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Hybred is voting to make such necessary adjustments to the Articles of Incorporation and Bylaws, if any, to facilitate the creation of the Preferred classes, and to have a requisite amount of reserve treasury shares to cover any conversions of a Preferred Class(s), if necessary.
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|
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The Parties compromising the majority vote herein voted on 20 June 2011, in favor of the business combination, and the election of the Board of Director.
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|
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b.
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No proxies are being solicited because a majority of holders, sufficient to vote affirmatively for the measures and have an overall majority, have already voted affirmatively for the actions, herein described.
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Holder
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Amount of Shares
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Percent of Class
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|
Able, Brian
|
1,100,000
|
0.65%
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|
AER Investments, Inc.
℅ Warren Rustin
|
3,900,000
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2.30%
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|
Bernstein, Bruce
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800,000
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0.47%
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|
Honig, Martin
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8,934,957
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5.28%
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|
Honig, Michael
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1,000,000
|
0.59%
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|
Honig, Robert
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1,000,000
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0.59%
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|
Kouuletas, Gary
|
63,515,043
|
37.50%
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Kouletas, Angelo
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4,000,000
|
2.36%
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Shichtman, Marshal
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2,500,000
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1.48%
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Total votes
|
86,750,000
|
51.22%
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Votes necessary
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84,682,759+1
|
|
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Votes in Favor
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86,750,000
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|
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Total Outstanding
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169,365,518
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|
Number of Shares of
common stock
Beneficially Owned(2)
|
Percentage of
common stock
Outstanding(3)
|
|
|
Insert people and shares for vote
|
||
|
Kouletas, Gary
|
63,515,043
|
37.5%
|
|
Spitzer, Paul
|
-0-
|
0%
|
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(1) Unless otherwise stated above, the address of beneficial owner is c/o Hybred International, Inc., 370 west Pleasantview Avenue Hackensack , New Jersey 07601.
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(2) Beneficial ownership of each person is shown as calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, which includes all securities that the person, directly, or indirectly through an contract, arrangement, understanding, relationship or otherwise has or shares voting power which includes the power to vote or direct the voting of a security, or investment power, which includes the power to dispose, or direct the disposition of such security.
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SUMMARY COMPENSATION TABLE
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||||||||||
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Name and
principal position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
|
|
Gary Kouletas, CEO
|
2009
|
$150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2010
|
$150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||
|
none, sec/treas.
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||
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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2010
|
|||||||||
|
OPTION AWARDS
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STOCK AWARDS
|
||||||||
|
Name
|
Number of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Gary Kouletas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
DIRECTOR COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|
Gary Kouletas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Spitzer, Paul
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
DIRECTOR COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|
Gary Kouletas(1)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Spitzer, Paul
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Gary Kouletas, who is the CEO and Chairperson of Hybredbeneficially holds 41% of the shares of Hybred. Mr. Kouletasdoes not stand to directly fiscally benefit from this business combination.
|