UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM S-1/A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

QUANTUM ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   1311   98-0428608

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

  (IRS Employer Identification Number)

 

SEC File No. 333-225892

 

218 N. Jefferson Street, Suite 400

Chicago, Illinois 60661

 

 (Address, including zip code and telephone number, including area code, of principal executive offices)

 

Nevada Agency and Trust Company

50 West Liberty Street, Suite 880

Reno, NV 89501

 

(Name, address and telephone number of agent for service)

 

with copies to:

Jerold N. Siegan

218 N. Jefferson Street

Suite   400

Chicago, Illinois 60661

(480) 734-0337

  

 

Approximate date of commencement of proposed sale to the public: As soon as practicable and from time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 

Large accelerated filer ☐ Accelerated Filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒

  1  

 

 

CALCULATION OF REGISTRATION FEE

 

 

        Proposed            
        maximum Proposed maximum Amount of
      Amount to be offering price per aggregate offering registration fee
  Title of each class of securities to be registered registered   share       price (1)
                             
  Newly Issued Common Stock to be registered as part of a Primary Offering (as defined herein) 2,000,000 $2.00       $4,000,000 $ 484.80
  Common Stock Issued and Outstanding to be registered as a part of a Secondary Offering by certain Selling Stockholders (as defined herein) 24,680,137 (2)(3) $0.065    

$1,604,209

$194.43

  TOTAL

 

26,680,137

—       $ 5,604,209 $679.23 (4)

 

(1) The fee is calculated by multiplying the aggregate offering amount by .000121200, pursuant to Rule 457.

 

 

(2) Represents certain Common Stock currently outstanding to be sold by the selling stockholders.

 

(3) Includes 3,116,468 shares of Common Stock reserved for issuance upon the exercise of outstanding options and warrants all of which have an exercise price of $1.00(USD) per share.

   

(4) The Registrant paid $622.50 when it filed the Form S-1A on November 11, 2018. The amount due is 73.23.

 

THE OFFERING PRICE OF THE COMMON STOCK HAS BEEN ARBITRARILY DETERMINED AND BEARS NO RELATIONSHIP TO ANY OBJECTIVE CRITERION OF VALUE. THE PRICE DOES NOT BEAR ANY RELATIONSHIP TO OUR ASSETS, BOOK VALUE, HISTORICAL EARNINGS OR NET WORTH.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL WE WILL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

 

The information in this preliminary prospectus is not complete and may be changed. The securities registered hereunder, including those held by selling stockholders, may not be sold until this registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted under applicable law.

 

 

SUBJECT TO COMPLETION, Dated December__, 2018

 

 

EXPLANATORY NOTE

 

This sole purpose of the Amendment to the Registration Statement SEC File No. 333-225892 of Quantum Energy Inc. (Registration Statement) is to amend the Exhibit Index and to submit Exhibit 3.13. This Amendment to the Registration Statement does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, the Exhibit Index under Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit 3.1 filed herewith. No changes are being made to the prospectus and, therefore, the prospectus has been omitted from this filing.

 

 

  2  

 

   

 

Exhibit Index

Exhibit                                  
Number Description of Exhibit Filing
3.1 Articles of Incorporation filed February 5, 2004 Previously Filed
3.2 By-Laws Previously Filed
3.3 Certificate of Change filed August 31, 2005 Previously Filed
3.4 Certificate of Amendment filed May 24, 2006 Previously Filed
3.5 Certificate of Correction filed June 12, 2006 Previously Filed
3.6 Certificate of Amendment of Articles of Incorporation filed September, 16, 2013 Previously Filed
3.7 Certificate of Amendment of Articles of Incorporation filed March 20, 2014 Previously Filed
3.8 Certificate of Designation filed March 20, 2014 Previously Filed
3.9 Certificate of Designation filed April 3, 2014 Previously Filed
3.10 Certificate of Amendment of Articles of Incorporation filed June 11, 2018 Previously Filed
3.11 Certificate of Withdrawal of Certificate of Designation filed November 26, 2018 Previously Filed
3.12 Complete copy of Current Articles of Incorporation and Amendments Previously Filed
3.13 Restated Articles of Incorporation filed December 14, 2018 Filed Herewith
5.1 Legal Opinion of Jerold N. Siegan Previously Filed
5.2 Opinion and Consent of Jerold N. Siegan dated December 5, 2018 Previously Filed
10.1 Audit Committee Charter Previously Filed
10.2 Compensation Committee Charter Previously Filed
10.3 Nominating and Corporate Governance Committee Charter Previously Filed
10.4 Mountain Top Mutual Rescission Agreement dated January 15, 2018 Previously Filed
10.5 Native Son Settlement Agreement and Mutual Release dated October 26, 2017 Previously Filed
10.6 Cancellation of Series A Preferred Stock Previously Filed
10.7 Cancellation of Series B Preferred Stock Previously Filed
10.8 Resignation of Lorne Keith Stemler as a director and officer Previously Filed
10.9 Resignation of Stanley F. Wilson as a director and officer Previously Filed
10.10 Land Contract and extension Previously Filed
10.11 Binding Letter of Intent between Registrant and Inductance Energy Corporation dated April 10, 2018  Previously Filed
10.12 Form of subscription Agreement Previously Filed
14.1 Code of Business Conduct and Ethics Previously Filed
21.1 List of subsidiaries   Previously Filed
23.1 Consent of DeCoria, Maichel & Teague, CPAs Previously Filed
23.2 Updated Consent of DeCoria, Maichel & Teague, CPAs dated August 22, 2018 Previously Filed
23.3 Consent of Jerold N. Siegan Previously Filed
23.4 Updated Consent of DeCoria, Maichel & Teague, CPAs dated December 5, 2018 Previously Filed
23.5 Updated Legal Opinion and Consent of Jerold N. Siegan dated December 5, 2018 Previously Filed
24.1 Power of Attorney Previously Filed

 

  3  

 

UNDERTAKINGS

 

The undersigned registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  4  

 

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

5.   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on December 14, 2018.  

 

Quantum Energy, Inc.
   
By:

/s/ Jeffrey Mallmes

 
  Jeffrey Mallmes  
 

Chief Executive Officer

(Principal Executive Officer)

 

Quantum Energy, Inc.
   
By:

/s/ Jeffrey Mallmes

 
  Jeffrey Mallmes  
  Principal Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Title   Date
/s/ Jeffrey Mallmes   Chairman, President and Treasurer and director   December 14, 2018
Jeffrey Mallmes        

 

  5  

 

POWER OF ATTORNEY 

We, the undersigned directors and officers of Quantum Energy, Inc. do hereby constitute and appoint Jeffrey Mallmes our true and lawful attorneys and agents, with full power of substitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments and any related registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended) hereto and we do hereby ratify and confirm that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 14th day of December 2018.

Signature

 

Title

     

/s/Andrew J. Kacic

  Secretary and Director

/s/William J. Hinz

  Director

/s/Richard Ethington

  Director

/s/Pamela L. Bing

 

/s/ Jeffrey Mallmes Chairman, President and Treasurer and director

  Director

 

  6  

STATE OF NEVADA  

BARBARA K. CEGAVSKE  

Secretary of State

 

KIMBERLEY PERONDI  

Deputy Secretary
for Commercial Recordings

(GRAPHIC)  

Commercial Recordings Division   

202 N. Carson Street
Carson City, NV 89701-4201
Telephone (775) 684-5708
Fax (775) 684-7138

 

OFFICE OF THE 

SECRETARY OF STATE

 

QUANTUM ENERGY INC.

 

NV

Job: C20181214-0257
December 14, 2018

 

Special Handling Instructions: 

FSC,RESTATED ARTS,EMAIL 12/14/18 AP

 

Charges

Description Document Number Filing Date/Time Qty Price Amount
Restated Articles 20180536457-51 12/14/2018 8:13:58 AM l $175.00 $175.00
2 Hour Expedite 20180536457-51 12/14/2018 8:13:58 AM l $500.00 $500.00
Total         $675.00

 

Payments

Type Description   Amount  
Credit 5448071592206339904062     $675.00
Total       $675.00
    Credit Balance: $0.00

 

  Job Contents:  
     
  File Stamped Copy 1

  

QUANTUM ENERGY INC.

 

NV

 

 

 

 

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Certificate to Accompany
Restated Articles or
Amended and Restated Articles
(PURSUANT TO NRS)

 

USE BLACK INK ONLY-DO NOT HIGHLIGHT

 

 

 

Filed in the office of

 

Barbara K. Cegavske
Secretary of State
State of Nevada

Document Number

20180536457-51

Filing Date and Time

12/14/2018 8:13 AM

Entity Number

C2590-2004

 

 

 

ABOVE SPACE IS FOR OFFICE USE ONLY



 

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation

(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

 

1.  Name of Nevada entity as last recorded in this office:

Quantum Energy Inc.

 

2.   The articles are: (mark only one box) ☒  Restated    ☐ Amended and Restated

Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

 

3.   Indicate what changes have been made by checking the appropriate box:*

 

☒ No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:              12/14/2018

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

 

☐ The entity name has been amended.

 

☐ The registered agent has been changed, (attach Certificate of Acceptance from new registered agent)

 

☐ The purpose of the entity has been amended.

 

☐ The authorized shares have been amended.

 

☐ The directors, managers or general partners have been amended.

 

☐ IRS tax language has been added.

 

☐ Articles have been added.

 

☐ Articles have been deleted.

 

☐ Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

 

   
4. Effective date and time of filing: (optional)               Date: Time:
  (must not be later than 90 days after the certificate is filed)

 

* This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles.

The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for certificates.

IMPORTANT : Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State Restated Articles
  Revised: 1-5-15

 

 

 

 

RESTATED
ARTICLES OF INCORPORATION
OF
QUANTUM ENERGY INC.

* * * *  *

 

ARTICLE ONE . The name of the corporation is QUANTUM ENERGY, INC.

 

ARTICLE TWO . The agent for service of process is State Agent and Transfer Syndicate, Inc., 112 North Curry Street, Carson City Nevada 89703-4934.

 

ARTICLE THREE . The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

 

To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

 

I. To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

 

II. The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

 

ARTICLE FOUR . The amount of the total authorized capital stock of the corporation is FIVE HUNDRED MILLION (500,000,000) shares divided into four hundred ninety-five million (495,000,000) shares of Common Stock, $0.001 par value each, and five million (5,000,000) shares of Preferred Stock, $0.001 par value each, and the designations, preferences, limitations and relative rights of the shares of each such class are set forth below.

 

A. Preferred Shares. Currently there are no shares of preferred stock issued and outstanding and no rights or preferences adopted for the preferred stock.

 

 

 

 

The corporation may divide and issue the Preferred Shares into series. Preferred Shares of each series, when issued, shall be designated to distinguish it from the shares of all other series of the class of Preferred Shares. The Board of Directors is hereby expressly vested with authority to fix and determine the relative rights and preferences of the shares of any such series so established to the fullest extent permitted by these Articles of Incorporation and Nevada Revised Statutes in respect to the following:

 

(a)        The number of shares constituting that series, and the distinctive designations of that series;

 

(b)       The dividend on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(c)        Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 

(d)        Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such as the Board of Directors shall determine;

 

(e)        Whether or not shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;

 

(f)        Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 

(g)        The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

 

(h)        Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.

 

B. Common Shares.    Currently there are 48,491,485 shares of common stock issued and outstanding.

 

(a)        The rights of holders of the Common Shares to receive dividends or share in the distribution of assets in the event of liquidation, dissolution or winding up of the affairs of the Corporation shall be subject to the preferences, limitations and relative rights of the Preferred Shares fixed in the resolution or resolutions which may be adopted from time to time by the Board of Directors of the corporation providing for the issuance of one or more series of the Preferred Shares.

 

(b)        The holders of the Common Shares shall be entitled to one vote for each share of Common Shares held by them of record at the time for determining the holders thereof entitled to vote.

 

 

 

 

C.       Stock Rights and Options

 

(a)       The Corporation shall have the power to create and issue rights, warrants or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes, upon such terms and conditions and at such time and prices as the board of directors or a committee thereof may approve, which terms and conditions shall be incorporated in an instrument or instruments evidencing such rights, warrants or options. In the absence of fraud, the judgment of the board of directors or a committee thereof as to the adequacy of consideration for the issuance of such rights, warrants or options and the sufficiency thereof shall be conclusive.

 

ARTICLE FIVE . The affairs of the corporation shall be governed by a Board of Directors of no more than eight (8) nor less than one (1) person. The names and addresses of the current Directors are:

 

NAME

 

Jeffrey Mallmes

1200 Trans Canada Highway

Sicamous, BC, Canada VOE2VO

 

Andrew J. Kacic

PO Box 1169

Big Fork, Montana 59911

 

William J. Hinz

6620 Costa Blanca Ave.

Paradise Valley, AZ 85253

 

Richard K. Ethington

11757 Costa Blanca Ave

Las Vegas, Nevada 89138

 

Pamela L. Bing

5335 E. Shea Blvd, Unit 1078

Scottsdale, AZ 85254

 

ARTICLE SIX . The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid-up stock and no stock issued as fully paid up shall ever be assessable or assessed.

 

ARTICLE SEVEN . [INCORPORATOR ] Article Seven has been deleted.

 

ARTICLE EIGHT . The period of existence of the corporation shall be perpetual.

 

 

 

 

ARTICLE NINE . The initial By-laws of the corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

 

ARTICLE TEN . Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation. Special meetings of the stockholders may be called by the President or any other executive officer of the corporation, the Board of Directors, or any member thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

 

ARTICLE ELEVEN . No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.

 

ARTICLE TWELVE . No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

 

ARTICLE THIRTEEN . TRANSACTIONS WITH STOCKHOLDERS

A.       Control Share Acquisition Exemption

 

(a)       The Corporation elects not to be governed by the control share acquisition provisions of Nevada law, namely Sections 78.378 through 78.3793 of the Nevada Revised Statutes.

 

B.        Combinations With Interested Stockholders

 

(a)       The Corporation elects not to be governed by the provisions of Section 78.411 through Section 78.444 of the Nevada Revised Statutes.

 

 

 

 

(a)     The Corporation elects not to be governed by the provisions of Section 78.411 through Section 78.444 of the Nevada Revised Statutes.

 

IN WITNESS WHEREOF, the undersigned officer has hereunto affixed his signature this 14t h day of December 2018.

 

     
  Jeffrey Mallmes, Chairman and President