UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 24, 2009,
WINSONIC DIGITAL MEDIA GROUP, LTD.
(Exact name of registrant as specified in its charter)
(State of
Incorporation) Nevada
(Commission File
Number)
000-32231
(IRS Employer
Identification
No.)52-2236253
101 Marietta Street, Suite 2600
Atlanta, GA 30303
(Address of principal executive offices) (Zip Code)
(404) 223-2301
(Registrant?s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
Written communications pursuant to Rule 425 under the
Securities Act
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act
Winsonic Digital Media Group Series A Funding round closes in connection
Winsonic Digital Cable Systems,Intellimesh Managed Services
signed agreements with Lowndes County of state of Alabama,
Alabama City of Pritchard, Alabama City of WhiteHall,
and Alabama City of Mosses, and the Sate of Alabama.
WDCSN cloud computing, WDCSN media services hosted in Winsonic's
Central office colo, WDCSN Lab media centers that provides tools, storage,
and interfaces designed to support millions of users.
This service provides super computing, storage capacity,
middleware, digital delivery Services, digital content,
VOD, medical,and Utility services.
Funds will be release to Winsonic Digital Media Group,
Winsonic Digital Cable Systems Network,and Intellimesh Manage
Services at final closing.
The undersigned, being all of the directors of Winsonic
Digital Media Group, Ltd., a Nevada corporation (the
Corporation ), corporation (the Company ), hereby takes the
following actions and hereby consents, pursuant to Section
78.315(2) of the Revised Statutes of the State of Nevada, to
the adoption of the following resolutions with the same force
and effect as if said resolutions had been duly adopted at a
meeting of the Board of Directors of the Company (the
Board ):
RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Company, the provisions of
its Articles of Incorporation, as amended, and in
accordance with the Revised Statutes of the State of
Nevada, the Board of Directors hereby authorizes the
filing of a Certificate of Designations, Preferences
and Rights of Series A Convertible Preferred Stock of
Winsonic Digital Media Group, Ltd. Accordingly, the
Company s Series A Convertible Preferred Stock with
par value of $TBD per share, shall have the powers,
preferences and rights and the qualifications,
limitations and restrictions thereof, as follows:
1. Designation and Number of Shares. Shares of the
series shall be designated and known as the
Series A Convertible Preferred Stock of the
Company. The Series A Convertible Preferred
Stock shall consist of 12,500,000 shares. Shares
of the Series A Convertible Preferred Stock which
are retired, converted into shares of Common
Stock, purchased or otherwise acquired by the
Company shall be cancelled and shall revert to
authorized but un-issued preferred stock,
undesignated as to series and subject to re-
issuance by the Company as shares of preferred
stock of any one or more series.
2. Conversion of Shares of Series A Convertible
Preferred Stock.
2.1 Conversion. The holder of the Series A
Convertible Preferred Stock may, in their
sole discretion, convert each share of
Series A Convertible Preferred Stock into
five (5) shares of the Company s Common
Stock at any time following the date of
issuance of the Series A Convertible
Preferred Stock. The shares of Common Stock
received by the Series A Shareholder upon
conversion of the Series A Convertible
Preferred Stock shall be called the
Conversion Shares . The Conversion Shares
shall be fully paid and non-assessable. To
convert the shares of Series A Convertible
Preferred Stock the Series A Shareholder
must give written notice to the Company that
the Series A Shareholder elects to convert
his or her shares of Series A Convertible
Preferred Stock into Common Stock and by
surrender of all the certificates for the
shares of Series A Convertible Preferred
Stock to be converted to the Company at its
principal office (or such other office or
agency of the Company as the Company may
designate by notice in writing to the
holders of the Series A Convertible
Preferred Stock) at any time during its
usual business hours on the date set forth
in such notice, together with a statement of
the name or names (with addresses and social
security numbers) in which the certificates
for shares of Conversion Shares shall be
issued.
2.2 Issuance of Certificates: Time Conversion
Effected. Promptly after the receipt of the
written notice referred to in subparagraph
2.1, and surrender of the certificates for
the shares of Series A Convertible Preferred
Stock to be converted, the Company shall
issue and deliver, or cause to be issued and
delivered, to the Series A Shareholder, in
such name or names as the Series A
Shareholder may direct, certificates to each
such Series A Shareholder for the number of
shares of Conversion Shares issuable upon
the conversion of such shares of Series A
Convertible Preferred Stock. To the extent
permitted by law, such conversion shall be
deemed to have been effected as of the close
of business on the date on which such
written notice shall have been received by
the Company. At such time the rights of the
holders of such shares of Series A
Convertible Preferred Stock to be converted
shall cease, and the person or persons in
whose name or names the certificates for
Conversion Shares shall be issuable upon
such conversion shall be deemed to have
become holders of record of the common
shares represented thereby.
3. Liquidation.
3.1 Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or
involuntary, the holders of the shares of
Series A Convertible Preferred Stock shall
be pari passu in rights with the holders of
the Company s outstanding preferred stock
and senior in rights to the holders of the
Company s Common Stock and shall be entitled
to be paid a maximum amount equal to one
sixth of a dollar ($0.1667) per share of
Series A Convertible Preferred Stock. Such
amount payable with respect to one share of
Series A Convertible Preferred Stock, as the
case may be, being sometimes referred to as
the "Liquidation Payment and with respect
to all shares of Series A Convertible
Preferred Stock being sometimes referred to
as the Liquidation Payments".
3.2 If upon such liquidation, dissolution or
winding up of the Company, whether voluntary
or involuntary, the assets to be distributed
among the holders of Series A Convertible
Preferred Stock shall be insufficient to
permit payment to the holders of Series A
Convertible Preferred Stock and the
Company s other preferred stockholders of
the full Liquidation Payments, then the
entire assets of the Company to be so
distributed shall be distributed ratably
among the holders of Series A Convertible
Preferred Stock and the holders of the
Company s preferred stock.
3.3 Upon any such liquidation, dissolution or
winding up of the Company, after the holders
of Series A Convertible Preferred Stock and
other preferred stockholders shall have been
paid in full the amounts to which they shall
be entitled as set forth in subparagraph 3.1
above, the remaining net assets of the
Company shall be distributed to the holders
of Common Stock in proportion to the shares
of Common Stock then held by them.
3.4 The consolidation or merger of the Company
into or with any other entity or entities
which results in the exchange of outstanding
shares of the Company for securities or
other consideration issued or paid or caused
to be issued or paid by any such entity or
affiliate thereof, and the sale or transfer
by the Company of all or substantially all
its assets, shall be deemed to be a
liquidation, dissolution or winding up of
the Company within the meaning of the
provisions of this paragraph 3, with the
result that, unless previously converted
into shares of Common Stock, the outstanding
shares of Series A Convertible Preferred
Stock shall automatically convert into
Conversion Shares under the provisions of
Section 2 above.
4. Adjustments to the Conversion Ratio. In case
the Company shall at any time subdivide (by any
stock split, stock dividend or otherwise) its
outstanding shares of Common Stock into a greater
number of shares, the Conversion provision in
effect immediately prior to such subdivision
shall not be proportionately increased.
Conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller
number of shares (by reverse split or otherwise),
the Conversion provision in effect immediately
prior to such combination shall be
proportionately reduced so long as these share
have not been converted into Common Shares.
5. Voting Rights. Each holder of outstanding
shares of Series A Convertible Preferred Stock
shall be entitled to the number of votes equal to
the number of whole shares of Common Stock into
which the shares of Series A Convertible
Preferred Stock held by such holder are then
convertible, with respect to any and all matters
presented to the common stockholders of the
Company for their action or consideration.
Except as provided by law holders of Series A
Convertible Preferred Stock shall vote together
with the holders of the Company s Common Stock as
a single class on any actions to be taken by the
common stockholders of this Company.
6. Stock to be Reserved. The Company will at all
times reserve and keep available out of its
authorized Common Stock, solely for the purpose
of issuance upon the conversion of Series A
Convertible Preferred Stock as herein provided,
such number of shares of Common Stock as shall
then be issuable upon the conversion of all
outstanding shares of Series A Convertible
Preferred Stock.
7. Amendments. No provision of these terms of the
Series A Convertible Preferred Stock may be
amended, modified or waived as to such Series
without the written consent or affirmative vote
of the holders of at least fifty-one percent
(51%) of the then outstanding shares of Series A
Convertible Preferred Stock.
RESOLVED, that the proper officers of the Company be,
and each of them hereby is, authorized and directed,
by and on behalf of the Company, to execute, file
and/or deliver, in the name and on behalf of the
Company, any and all certificates, orders, receipts,
agreements and other documents as they deem necessary
or appropriate to carry out the intent of the
foregoing resolutions and to consummate the
transactions contemplated thereby, the execution and
delivery of any such certificates, orders, receipts,
agreements or documents to be conclusive evidence of
their authority to do so.
RESOLVED, that any and all actions heretofore, or
hereinafter, taken in furtherance of the transactions
authorized or contemplated herein, by each director or
officer of the Corporation, acting singly, on behalf
of the Company, be and hereby is ratified, approved
and confirmed, including, without limiting the
foregoing, the issuance of shares of the Company s
preferred stock or the execution and delivery of any
agreements, certificates, filings, instruments and
other documents as may have been necessary or
appropriate in order to effectuate the transactions
contemplated under these resolutions.
IN WITNESS WHEREOF, the undersigned have executed this
Written Consent as of the 18 day of March, 2009.
Winston D. Johnson
Eric Leufroy
Tim Shapiro
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 24, 2009
WINSONIC DIGITAL MEDIA GROUP, LTD.
B
y
:
/s/ Winston Johnson
Winston Johnson
Chairman of the Board and CEO
