NOTE 15 - SUBSEQUENT EVENTS

 

On July 12, 2019, following the approval on July 12, 2019 of the board of directors (the “Board”) of the Company and a majority of the shareholders of the Series E preferred stock, the Company filed a Certificate of Amendment to Certificate of Designations (the “Series E Certificate”) for the Company’s Series E preferred stock. The Series E Certificate had the effect of authorizing the Company’s Board to require the conversion of the Series E preferred stock into common stock of the Company at the then-applicable conversion ratio, without the approval of any holders of Series E preferred stock. In relation to the above board consent, the Company instructed its transfer agent to convert 33,840 shares of Preferred Series E into 2,256 shares of its common stock effective July 15, 2019.

 

Also on July 12, 2019, following the approval on July 12, 2019 of the Company’s Board and a majority of the shareholders of the Series I preferred stock, the Company filed a Certificate of Amendment to Certificate of Designations (the “Series I Certificate”) for the Company’s Series I preferred stock. The Series I Certificate had the effect of authorizing the Company’s Board to require the conversion of the Series I preferred stock into common stock of the Company at the then-applicable conversion ratio, without the approval of any holders of Series I preferred stock. In relation to the above board consent, the Company instructed its transfer agent to convert 500 shares of Preferred Series I into 333 shares of its common stock effective July 15, 2019.

 

Also on July 12, 2019, following the approval on July 12, 2019 of the Company’s Board and a majority of the shareholders of the Series L preferred stock, the Company filed a Certificate of Amendment to Certificate of Designations (the “Series L Certificate”) for the Company’s Series L preferred stock. The Series L Certificate had the effect of authorizing the Company’s Board to require the conversion of the Series L preferred stock into common stock of the Company at the then-applicable conversion ratio, without the approval of any holders of Series L preferred stock. In relation to the above board consent, the Company instructed its transfer agent to convert 10,000 shares of Preferred Series L into 25,000 shares of its common stock.

 

On July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series A Certificate”) for the Company’s Series A preferred stock, pursuant to which the Series A preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series B Certificate”) for the Company’s Series B preferred stock, pursuant to which the Series B preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series C Certificate”) for the Company’s Series C preferred stock, pursuant to which the Series C preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series D Certificate”) for the Company’s Series D preferred stock, pursuant to which the Series D preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series F Certificate”) for the Company’s Series F preferred stock, pursuant to which the Series F preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series G Certificate”) for the Company’s Series G preferred stock, pursuant to which the Series G preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series H Certificate”) for the Company’s Series H preferred stock, pursuant to which the Series H preferred stock was cancelled.

 

Also, on July 12, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series J Certificate”) for the Company’s Series J preferred stock, pursuant to which the Series J preferred stock was cancelled.

 

On July 18, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series E Certificate”) for the Company’s Series E preferred stock, pursuant to which the Series E preferred stock was cancelled.

 

Also on July 18, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series I Certificate”) for the Company’s Series I preferred stock, pursuant to which the Series I preferred stock was cancelled.

 

Also on July 18, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series L Certificate”) for the Company’s Series L preferred stock, pursuant to which the Series L preferred stock was cancelled.

  

On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock, $0.0001 par value per share, and the Company’s preferred stock, $0.0001 par value per share, (ii) a reduction in the number of authorized shares of common stock in direct proportion to the Reverse Split (i.e. from 750,000,000 shares to 50,000,000 shares), and (iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the Reverse Split (i.e. from 50,000,000 shares to 3,333,333 shares). No fractional shares will be issued in connection with the Reverse Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of post-Reverse Split shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares.

 

The Reverse Split and reductions in the number of authorized shares of common stock and preferred stock will not be effective until FINRA completes its review of the transactions.

 

On July 26, 2019, the Company and Orbital Merger Sub, Inc., a wholly owned subsidiary of the Company (“Orbital Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the parties agreed that, Orbital Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation of the Merger. Also, on July 26, 2019, the Company filed articles of merger (“Articles of Merger”) with the Nevada Secretary of State. Pursuant to the Articles of Merger the Company’s name will be changed to Orbsat Corp. The Merger and the name change will not be effective until the review undertaken by the Financial Industry Regulatory Agency (“FINRA”) is completed.

 

Pursuant to the terms of the Merger Agreement, on and after the effective date of the Merger, (a) the Articles of Incorporation and Bylaws of the Company, as in effect on the date of the Merger Agreement, will continue to be the Articles of Incorporation and Bylaws of the surviving corporation, except for the change of corporate name, and (b) the persons serving as the Company’s directors and officers immediately prior to the effective date of the Merger will be the directors and officers, respectively, of the surviving corporation until their respective successors shall have been elected and shall have been duly qualified or until their earlier death, resignation or removal.