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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 27, 2011
GREENCHEK TECHNOLOGY INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-53269
(Commission File Number)
101 California Street, Suite 2450
San Francisco, California 94111
(Address of principal executive offices)
(315) 710-1277
(Issuer's telephone number)
Not Applicable
_______
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth below under Item 3.03 (Material Modification to Rights of Security Holders) are hereby incorporated by reference into this Item 3.02.
As discussed below in Item 3.03, on September 27, 2011, Greenchek Technology Inc. (the “Company”) issued 10,000 shares of the Company’s Series B Preferred Stock to Lincoln Parke, the sole officer and a director of the Company, in consideration for services provided to the Company. Such securities were issued under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission thereunder.
Item 3.03
Material Modification to Rights of Security Holders.
The disclosures set forth above under Item 3.02 (Unregistered Sales of Equity Securities) are hereby incorporated by reference into this Item 3.03.
Our Articles of Incorporation authorize the issuance of 100,000,000 shares of preferred stock. The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholder. Any shares of preferred stock so issued could have priority over the common stock with respect to voting, dividends or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the shareholder and may adversely affect the voting and other rights of the holders of common stock.
On September 29, 2010, we designated a series of preferred stock: Series A Preferred Stock, in the amount of 10,000 shares. Kindly refer to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2010 for a discussion of the Series A Preferred Stock.
On September 27, 2011, we designated a second series of preferred stock: Series B Preferred Stock, in the amount of 10,000 shares. Each share of Series B Preferred Stock shall entitle the holder to 4,000 votes on all matters submitted to a vote of the shareholders of the Company. If the Company shall declare or pay any dividend on its common stock payable in shares of common stock, or subdivide, combine or consolidate the outstanding shares of common stock into a greater or lesser number of shares of common stock, then in each such case the number of votes per share to which holders of shares of Series B Preference Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event.
All of the shares of Series B Preferred Stock are redeemable by the Company at any time for cash in an amount equal to $10.00 and any accrued but unpaid dividends declared on the Series B Preferred Stock. There are no other rights or preferences attached to the Series B Preferred Stock.
As a result of the issuance of the 10,000 shares of Series B Preferred Stock to Mr. Lincoln Parke, said individual has voting rights over 53.51% of the issued and outstanding capital stock of the Company.
For all the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock described above, reference is hereby made to such certificated annexed hereto as Exhibit 3.4. All statements made herein concerning the foregoing agreements are qualified by reference to said Exhibit.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)
3.4
Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock of Greenchek Technology Inc.
SIGNATURES
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.
GREENCHEK TECHNOLOGY INC .
Dated: September 27, 2011
By:
/s/Lincoln Parke
Name: Lincoln Parke
Title:
President and Treasurer
(Principal Executive, Financial and
Accounting Officer)
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ATTACHMENT A
TO
CERTIFICATE OF DESIGNATION
OF
THE RELATIVE RIGHTS AND PREFERENCES
OF
THE SERIES B CONVERTIBLE PREFERRED STOCK
OF
GREENCHEK TECHNOLOGY INC.
3. Voting Rights. Each share of Series B Preference Stock shall entitle the holder thereof to Four Thousand (4,000) votes on all matters submitted to a vote of the shareholders of the Company. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or subdivide, combine or consolidate the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preference Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Except as otherwise provided herein or in the Certificate of Incorporation, in any other Certificate of Amendment creating a series of Preference Stock or any similar stock, or by law, the holders of shares of Series B Preference Stock and the holders of shares of Common Stock and any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Company.
4.
Preference and Participation Upon Liquidation, Dissolution or Winding Up . In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary, the holders of Series B Preferred shall not be entitled to receive any distribution prior to or in preference to the holders of Common Stock by reason of their ownership thereof.
5. Redemption . At any time the Company may redeem all, but not less than all, outstanding shares of the Series B Preferred Stock then outstanding for cash in an amount equal to $10.00 and any accrued but unpaid dividends declared on the Series B Preferred Stock. On or after the date fixed for any redemption, each holder of shares called to be redeemed shall surrender the certificate evidencing such shares to the Company at the place designated in the notice of such redemption. On or after the date fixed for redemption, notwithstanding that the certificates evidencing any shares properly called for redemption shall not have been surrendered, such shares shall no longer be deemed outstanding and all rights whatsoever with respect to the shares so called for Redemption (except the right of the registered holder thereof to have such shares redeemed and to receive the redemption price upon surrender of their certificates therefor.
6.
Other Preferences . The shares of the Series B Preferred shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Company.