Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K (AMENDMENT N0. 1) - ONE Holdings, Corp. | t68594_8ka.htm |
| EX-10.08 - EXHIBIT 10.08 - ONE Holdings, Corp. | ex10-08.htm |
| EX-10.07 - EXHIBIT 10.07 - ONE Holdings, Corp. | ex10-07.htm |
| EX-10.10 - EXHIBIT 10.10 - ONE Holdings, Corp. | ex10-10.htm |
| EX-10.14 - EXHIBIT 10.14 - ONE Holdings, Corp. | ex10-14.htm |
| EX-10.15 - EXHIBIT 10.15 - ONE Holdings, Corp. | ex10-15.htm |
| EX-10.11 - EXHIBIT 10.11 - ONE Holdings, Corp. | ex10-11.htm |
| EX-10.04 - EXHIBIT 10.04 - ONE Holdings, Corp. | ex10-04.htm |
EXHIBIT
10.09
|
Articles
of Amendment
|
|
to
|
|
Articles
of Incorporation
|
|
of
|
|
ONE
Holdings, Corp.
|
||
|
(Name of Corporation as currently filed with
the Florida Dept. of State)
|
||
|
P00000064400
|
||
|
Document
Number of Corporation (if known)
|
Pursuant
to the provisions of section 607.1006, Florida Statutes, this Florida profit Corporation adopts the
following amendment(s) to its Articles of Incorporation:
A. If
amending name, enter the new name of the corporation:
ONE Bio,
Corp. . The new name
must be distinguishable and contain the word “corporation,” “company,” or
“incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or the
designation “Corp.” “Inc.” or “Co”. A professional corporation name must contain
the word “chartered,” “professional association,” or the abbreviation
“P.A.”
|
B. Enter new principal office
address, if applicable:
|
8525
NW 53rd Terr.
|
|
|
(Principal
office address MUST
BE A STREET ADDRESS)
|
||
|
Suite
C101
|
||
|
Doral,
FL 33166
|
||
|
C. Enter
new mailing address, if applicable:
|
||
|
(Mailing address MAY
BE A POST OFFICE BOX)
|
8525
NW 53rd Terr.
|
|
|
Suite
C101
|
||
|
Doral,
FL 33166
|
D. If
amending the registered agent and/or registered office address in Florida, enter
the name of the new registered agent and/or the new registered office
address:
|
Name
of New Registered Agent:
|
Marius
Silvasan
|
|
|
8528
NW 53rd Terr., Suite C101
|
||
|
New
Registered Office Address:
|
(Florida
street address)
|
|
|
Doral
,
Florida 33166
|
||
|
(City) (Zip Code)
|
|
|
New
Registered Agent’s Signature, if changing Registered Agent:
I hereby
accept the appointment as registered agent. I am familiar with and accept the
obligations of the position.
|
Signature
of New Registered Agent, if changing
|
Page 1
of 3
If amending the Officers
and/or Directors, enter the title and name of each officer/director being
removed and title, name, and address of each Officer and/or Director being
added:
(Attach
additional sheets, if necessary)
|
Title
|
Name
|
Address
|
Type
of Action
|
|||
|
CFO
|
Cris
Neely
|
8525
NW 53rd Tarr., Suite C101
|
þ Add
|
|||
|
Doral,
FL 33166
|
o Remove
|
|||||
|
Chairman
|
Michael
S. Weingarten
|
8525
NW 53rd Tarr., Suite C101
|
þ Add
|
|||
|
Doral,
FL 33166
|
o Remove
|
|||||
|
o Add
|
||||||
|
o Remove
|
|
E.
|
If amending or adding
additional Articles, enter change(s)
here:
|
|
|
(attach
additional sheets, if necessary). (Be
specific)
|
|
See
Exhibit 1 attached hereto to (1) amend Article 1 to change the name of the
corporation
and to (2) amend Article III to authorize a class of Preferred Stock,
to
|
|
designate
a class of Preferred Stock as Series A Preferred Stock, to reduce
the number of authorized shares of common stock from 750,000,000 to
150,000,000, to
|
|
change the
par value per share of common stock to $0.001 per share and
to authorize a 5 for 1 reverse stock split. Also see Exhibit 2 attached
hereto to designate
|
|
the
rights and preferences of the Series A Preferred
stock.
|
|
F.
|
If an amendment
provides for an exchange, reclassification, or cancellation of issued
shares, provisions for implementing the amendment if not contained
in the amendment
itself:
|
(if
not applicable, indicate N/A)
Page
2 of 3
|
The date of each amendment(s)
adoption:
|
October
15, 2009
|
|
(date
of adoption is required)
|
|
Effective date if
applicable:
|
October
25, 2009
|
|
(no
more than 90 days after amendment file
date)
|
|
Adoption
of Amendment(s)
|
(CHECK
ONE)
|
|
þ
|
The
amendment(s) was/were adopted by the shareholders. The number of votes
cast for the amendment(s) by the shareholders was/were sufficient for
approval.
|
|
o
|
The
amendment(s) was/were approved by the shareholders through voting groups.
The following statement
must be separately provided for each voting group entitled to vote
separately on the
amendment(s):
|
|
“The
number of votes cast for the amendment(s) was/were sufficient for
approval
|
|||
|
by
|
|
.”
|
|
|
(voting
group)
|
|||
|
o
|
The
amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not
required.
|
|
o
|
The
amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder action was not
required.
|
|
Dated
|
October
16, 2009
|
|
Signature
|
/s/
Cris Neely
|
|
|
(By
a director, president or other officer – if
directors or officers have not been selected, by an incorporator – if in the
hands of a receiver, trustee, or other court appointed fiduciary
by that fiduciary)
|
|
Cris
Neely
|
||
|
(Typed
or printed name of person signing)
|
||
|
Chief
Financial Officer
|
||
|
(Title of
person signing)
|
Page
3 of 3
EXHIBIT
1
ARTICLES
OF AMENDMENT TO THE AMENDED
AND
RESTATED ARTICLES OF INCORPORATION
OF
ONE HOLDINGS, CORP.
Pursuant
to Section 607, 1007 of the Business Corporation Act of the State of Florida,
the undersigned, being a Director and the CEO of ONE Holdings, Corp.
(hereinafter the “Corporation”), [ILLEGIBLE] Florida corporation, does hereby
certify as follows:
FIRST:
The Articles of Incorporation of the Corporation were filed with the Secretary
of State of Florida on June 30, 2000 (Document No. P00000064400), and Amended
and Restated as filed with the Secretary of State on April 21, 2006, and
September 26, 2007 and Amended on June 8, 2009 (collectively the “Amended and
Restated Articles of Incorporation”).
SECOND:
This amendment to the Articles of incorporation was approved and adopted by all
of the Directors of the Corporation on October 15, 2009 and by a majority of its
shareholders on October 15, 2009. To effect the foregoing, the text of Article I
and Article III of the Articles of Incorporation are hereby deleted and replaced
in their entirely as follows:
“ARTICLE
I
NAME
The name
of the corporation shall be ONE Bio, Corp. and shall be governed by Title XXXVI
Chapter 607 of the Florida Statures.”
“ARTICLE
III
CAPITAL
STOCK
A. The
maximum number of shares that the Corporation shall be authorized to issue and
have outstanding at any one time shall be one hundred and sixty million
(160,000,000) shares of which:
|
|
(i)
|
Ten
Million (10,000,000) shares shall be designated Preferred Stock, $0.001
par value. The Board of Directors of the Corporation, by resolution or
resolutions, at any time and from time to time, shall be authorized to
divide and establish any or all of the unissued shares of Preferred Stock
into one or more series and, without limiting the generality of the
foregoing to fix and determine the designation of each such share, the
number of shares which shall constitute such series and certain
preferences, limitations and relative rights of the shares of each series
so established.
|
|
|
(ii)
|
One
Hundred Fifty Million (150,000,000) shares shall be designated Common
Stock, $0.01 par value. Each issued and outstanding share of Common Stock
shall be entitled to one vote on each matter submitted to a vote at a
meeting of the shareholders and shall be eligible for dividends when, and
if, declared by the Board of
Directors:
|
B. On the
date of filing of this Articles of Amendment with the Secretary of State of the
State of Florida, every five (5) issued and outstanding shares of the
Corporation’s previously authorized Common Stock, par value $.01 per share (the
“Old Common Stock”) shall be reclassified and converted into one (1) validity
issued, fully paid and non-assessable share of Common Stock, par value $.001
(the “New Common Stock”). Each certificate representing shares of Old Common
Stock shall thereafter represent the number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate were
reclassified and converted hereby; provided, further, that each person of record
on October 6, 2009, holding a stock certificate or certificates that represented
shares of Old Common Stock shall receive, upon surrender of stock certificate or
certificates, a new certificate or certificates evidencing and representing the
number of shares of New Common Stock to which such person is entitled. No cash
will be paid or distributed as a result of aforementioned reverse stock split of
the Corporation’s Common Stock, and no fractional shares will be Issued. All
fractional shares which would otherwise be required to be issued as a result of
the stock split will be rounded up to a whole share.”
Page 1 of
2
C. The
Board of Directors has by resolution has designated ten thousand (10,000) shares
of Preferred stock A Series A Preferred Stock and having such rights and
preferences as set forth in the Designation of Rights and Preferences of Series
A Preferred Stock of ONE Holdings, Corp. attached hereto as Exhibit A and made a
part hereof.”
THIRD: The foregoing amendments
were adopted by all of the Directors on October 15, 2009 and by the majority
holders of the Common stock of the Corporation pursuant in the Florida Business
Corporation Act on October 15, 2009. Therefore, the number of votes cast for the
amendment to the Corporation’s Articles of Incorporation was sufficient for
approval.
IN
WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation
this 15th day of October, 2009.
|
ONE
HOLDINGS, CORP.
|
||
|
By:
|
/s/
Marius Silvasan
|
|
|
MARIUS
SILVASAN
|
||
|
Chief
Executive Officer
|
||
Page 2 of
2
EXHIBIT
2
Designation
of Rights and Preferences
of
Series A
Preferred Stock
of
ONE Holdings,
Corp.
ONE
Holdings, Corp, (the “Corporation”) is authorized to issue ten million
(10.000,000) shares of $0.001 par value preferred stock, none of which has been
issued or is currently outstanding. The preferred stock may be Issued by the
Board of Directors at such times and with such rights, designations, preferences
and other terms, as may be determined by the Board of Directors In Its sole
discretion, at the time of Issuance. The Board of Directors of the Corporation
has determined to Issue a class of preferred stock, $0.001 par value and to
designate such class as “Series A Preferred Stock” (the “Series A Preferred Stock”)
Initially consisting of ten thousand (10,000) shares which shall have the
rights, preferences, privileges, and the qualifications, limitations and
restrictions as follows:
1. Designation and Amount. There is hereby
authorized to be issued out of the authorized and unissued shares of preferred
stock of the Corporation a class of preferred stock designated as the “Series A
Preferred Stock’ (“Series A Preferred Stock”) and the number of shares
constituting such class shall be ten thousand (10,000).
2. Voting Rights. Holders of the
Series A Preferred Stock shall be entitled to cast two thousand (2,000) votes
for each share held of the Series A Preferred Stock on all matters presented to
the shareholders of the Corporation for shareholder vote which shall vote along
with holders of the Corporation’s Common Stock on such matters.
3. Exclusion of Other Rights.
Except as may otherwise be required by law, the shares of Series A Preferred
Stock shall not have any preferences or relative, participating, optional or
other special rights, other than those specifically set forth in this Section 2
(as this Section 2 may be amended from time to time) and In the Corporation’s
Certificate of Incorporation. The shares of Series A Preferred Stock shall have
no preemptive or subscription rights.
4. Headings of Subdivisions. The
headings of the various subdivisions hereof are for convenience of reference
only and shall not affect the interpretation of any of the provisions
hereof.
5. Severability of Provision. If
any right, preference or limitation of the Series A Preferred Stock set forth in
this resolution. (as such resolution may be amended from time to time) is
Invalid, unlawful or incapable of being enforced by reason of any rule of law or
public policy, all other rights, preferences and limitations set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall, nevertheless,
remain in full force and effect, and no right, preference or limitation herein
set forth shall be deemed dependent upon any other such right, preference or
limitation unless so expressed herein.
Page 1 of
2
6. Status
of Reacquired Shares.
Shares of Series A Preferred Stock which have been issued and reacquired
in any manner shall (upon compliance with any applicable provisions of the laws
of the State of Nevada) have the status of authorized and unissued shares of
Series A Preferred Stock issuable in series undesignated as to series and may be
re-designated and re-Issued.
[REMAINDER
OF THE PAGE INTENTIONALLY LEFT BLANK]
* * * * *
Page 2 of 2