0001391609-14-000166.txt : 20140822 0001391609-14-000166.hdr.sgml : 20140822 20140822171149 ACCESSION NUMBER: 0001391609-14-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140818 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140822 DATE AS OF CHANGE: 20140822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fuelstream INC CENTRAL INDEX KEY: 0001024920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870561426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54941 FILM NUMBER: 141061080 BUSINESS ADDRESS: STREET 1: 10757 RIVER FRONT PARKWAY STREET 2: SUITE 125 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: 8018162500 MAIL ADDRESS: STREET 1: 10757 RIVER FRONT PARKWAY STREET 2: SUITE 125 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSNUTS INC DATE OF NAME CHANGE: 20011113 FORMER COMPANY: FORMER CONFORMED NAME: SPORTSNUTS COM INTERNATIONAL INC DATE OF NAME CHANGE: 19990420 FORMER COMPANY: FORMER CONFORMED NAME: DURWOOD INC /UT DATE OF NAME CHANGE: 19961015 8-K 1 f8k_flst081814.htm FORM 8-K

 

___________________________________________

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): August 18, 2014

 

 

FUELSTREAM, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware 333-14477 87-0561426
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
     

510 Shotgun Road, Suite 110

Fort Lauderdale, Florida

 

33326

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (954) 423-5345

 

 

(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:

 

[ ] 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

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 18, 2014, the Board of Directors of the Company, amended and restated its Certificate of Incorporation providing for an increase in the number of authorized shares of common stock from 750,000,000 to 1,500,000,000 shares. The amended and restated Certificate of Incorporation of the Company is attached as an Exhibit to this Current Report.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On August 18, 2014, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved a restatement of the Company’s Certificate of Incorporation as more particularly described in Item 5.03 above. The purpose of the restatement of the Articles of Incorporation was to increase the number of authorized shares of common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1 Amended and Restated Certificate of Incorporation of Fuelstream, 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.

 

    Fuelstream, Inc.
     
     
Date:  August 22, 2014   By:  /s/ Thomas McConnell
    Thomas McConnell
    Chief Executive Officer

 

 

 EX-3.1 2 ex3_1restatedcertofinc.htm RESTATED CERTIFICATE OF INCORPORATION

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

 

Fuelstream, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

 

1. The name of the corporation was originally incorporated under the name of Durwood, Inc., and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware of July 12, 1996. A Restated Certificate of Incorporation changing the corporate name to SportsNuts.com International, Inc. was filed with the Secretary of State of the State of Delaware on April 6, 1999. A Restated Certificate of Incorporation changing the corporate name to SportsNuts, Inc. was filed with the Secretary of State of the State of Delaware on April 19, 2001. A Restated Certificate of Incorporation changing the name of the corporation to Fuelstream, Inc. was filed with the Secretary of State of the State of Delaware on April 9, 2010.

 

2. Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation.

 

3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

 

CERTIFICATE OF INCORPORATION

OF

FUELSTREAM, INC.

 

ARTICLE I. NAME

 

The name of the corporation is FUELSTREAM, INC. (the “Corporation”).

 

ARTICLE II. REGISTERED OFFICE

 

The address of the Corporation’s registered office in the State of Delaware is The Corporation Service Company, 2711 Centerville Road #400, in the City of Wilmington, in the County of New Castle, in the State of Delaware, Zip Code 19808. The name of the registered agent at such address is Corporation Service Company.

 

ARTICLE III. PURPOSE

 

The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

 
 

ARTICLE IV. CAPITAL STOCK

 

The Corporation is authorized to issue two classes of shares to be designated, respectively, “Preferred Stock” and “Common Stock.” The number of shares of Preferred Stock authorized to be issued is Two Hundred (200). The number of shares of Common Stock authorized to be issued is One Billion Five Hundred Million (1,500,000,000). The Preferred Stock and the Common Stock shall each have a par value of $0.0001 per share.

 

(a)                Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder’s name on the records of the Corporation on each matter submitted to a vote of the stockholders, except as otherwise required by law.

 

(b)               Provisions Relating to Preferred Stock. Pursuant to the Certificate of Designation filed with the State of Delaware, the powers, preferences, rights, restrictions, and other matters relating to the Preferred Stock are as follows:

 

                                                                    i.                        No Dividends. The holders of Preferred Stock shall not be entitled to dividends or other distributions in respect of the capital stock of the Corporation.

 

                                                                  ii.                        No Liquidation Preference. The holders of Preferred Stock shall have no rights (whether in the form of distributions or otherwise) in respect of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, and shall be subordinate to all other classes of the Corporation’s capital stock in respect thereto.

 

                                                                iii.                        No Right of Conversion. The holders of Preferred Stock shall have no conversion rights into other shares of capital stock of the Corporation.

 

                                                                iv.                        Voting Rights. Each share of Preferred Stock shall have twenty million (20,000,000) votes per share and shall be entitled to vote as a separate class of the Corporation’s capital stock, and shall further be entitled to vote, together with holders of the Corporation’s Common Stock, on all matters upon which holders of Common Stock may vote.

 

ARTICLE V. BOARD OF DIRECTORS

 

(a)                Number. The number of directors, constituting the entire Board shall be fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of directors shall not be reduced so as to shorten the terms of any director at any time in office.

 

(b)               Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.

 
 

 

(c)                Election. Election of directors need not be by written ballot.

 

ARTICLE VI. BY-LAWS

 

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

 

ARTICLE VII. AMENDMENT

 

No amendment or restatement of this Certificate of Incorporation shall be valid unless approved by holders of a majority of the voting rights of the Corporation which shall expressly include voting rights associated with the outstanding shares of Common Stock and Preferred Stock of the Corporation.

 

ARTICLE VIII. LIABILITY

 

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any amendment or repeal of this Article VII will not eliminate or reduce the affect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

 

I, THE UNDERSIGNED, being the President and Secretary of Fuelstream, Inc. pursuant to the General Corporation law of the State of Delaware, do make this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of August, 2014.

 

 

 

By: ______________________________

Thomas McConnell, Chief Executive Officer