Information
Statement Pursuant to Section 14(c) of the Securities Exchange
Act of
1934
Check the
appropriate box:
[X]
Preliminary Information Statement
[ ]
Definitive Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5
(d)(2))
BEVERLY
HOLDINGS, INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the Appropriate Box):
[X] No
fee required
[ ] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which the transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5) Total
fee paid:
[ ] Fee
paid previously with preliminary materials
[ ] check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
This
information statement has been mailed on *, 2008 to the stockholders of record
on *, 2008 (the "Record Date") of Beverly Holdings, Inc., a Nevada corporation
(the "Company") in connection with certain actions to be taken by various
written consent by stockholders of the Company holding a majority of the issued
and outstanding shares of common stock of the Company, dated as of April 14,2008 and June 14, 2008. The actions to be taken pursuant to the written consent
shall be taken on or about *, 2008, 20 days after the mailing of this
information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By:
By
Order of the Board of Directors,
/s/ JONATHAN
ROYLANCE
Chief
Executive Officer and Director
By
Order of the Board of Directors,
NOTICE OF
ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A
MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK IN LIEU OF A
SPECIAL MEETING OF THE STOCKHOLDERS, DATED JUNE 14, 2008
To
Our Stockholders:
NOTICE IS
HEREBY GIVEN that the following two actions will be taken pursuant to various
written consent of stockholders holding a majority of the issued and outstanding
shares of common stock of the Company dated April 14, 2008 and June 14, 2008, in
lieu of a special meeting of the stockholders. Such actions will be taken on or
about *, 2008:
1. The
majority stockholders will approve the amendment of the Company's Articles of
Incorporation, as amended, as follows:
(a)
change the Company's name from Beverly Holdings, Inc. to MIRA Financial
Corporation;
(b)
increase the number of authorized shares of common stock, par value $.001 per
share (the "Common Stock"), of the Company from 50,000,000 shares to 100,000,000
shares; and
(c)
authorize the creation of 10,000,00 shares of blank check preferred
stock.
2. The
majority stockholders will approve the Company's 2008 Incentive Plan and reserve
up to 10,000,000 shares of Common Stock for issuance thereunder.
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the
Record Date, the Company's authorized capitalization consisted of 50,000,000
shares of Common Stock, of which * shares were issued and outstanding as of the
Record Date. Holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the additional shares of Common
Stock.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders. However, because stockholders holding at least a majority
of the voting rights of all outstanding shares of capital stock as at the Record
Date have voted in favor of the foregoing proposals by resolutions dated April14, 2008 and June 14, 2008; and having sufficient voting power to approve such
proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information
Statement. The reslolution dated April 14, 2008 approved the increase
in the authorized shares of common stock. The resolution dated June
14,2 008 reaffirmed the increase in the authorized shares of common
stock and approved the name change, the creation of the blank check preferred
shares and the adoption of the 2008 Incentive Plan.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposals will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on or
about the close of business on *, 2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to stockholders pursuant to
the Nevada Revised Statutes.
On April14, 2008, the stockholders of the Company holding a majority of the outstanding
shares of common stock approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
50,000,000 to 100,000,000 On June 14, 2008, the stockholders of the
Company holding a majority of the outstanding shares of common stock reaffirmed
the amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 to 100,000,000,
which was previously approved and approved the authorization of the creation of
10,000,00 shares of "blank check" preferred stock, change the Company's name
from Beverly Holdings, Inc. to MIRA Financial Corporation and the adoption of
the 2008 Incentive Stock Plan. The Company currently has authorized capital
stock of 50,000,000 shares and approximately * shares of Common Stock are
outstanding as of the Record Date. The Board believes that the increase in
authorized common shares would provide the Company greater flexibility with
respect to the Company's capital structure for such purposes as additional
equity financing, and stock based acquisitions. The Company anticipates that the
"blank check" preferred stock will be designated into classes as deemed
appropriate by the Company in the future.
The
amendment to the Company's Articles of Incorporation will change the Company's
name from Beverly Holdings, Inc. to MIRA Financial Corporation The Company is
changing its name to MIRA Financial Corporation to pursue its new business plan
focused on the financial service business providing reverse mortgage, insurance,
and/or other investment advisory or financial services to the senior
market.
INCREASE
IN AUTHORIZED COMMON STOCK
The terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because holders of Common
Stock have no preemptive rights to purchase or subscribe for any unissued stock
of the Company, the issuance of additional shares of Common Stock will reduce
the current stockholders' percentage ownership interest in the total outstanding
shares of Common Stock. This amendment and the creation of additional shares of
authorized common stock will not alter the current number of issued shares. The
relative rights and limitations of the shares of Common Stock will remain
unchanged under this amendment.
As of the
Record Date, a total of * shares of the Company's currently authorized
50,000,000 shares of Common Stock are issued and outstanding. The increase in
the number of authorized but unissued shares of Common Stock would enable the
Company, without further stockholder approval, to issue shares from time to time
as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.
One of
the effects of the amendment might be to enable the board of directors to render
it more difficult to, or discourage an attempt to, obtain control of the Company
by means of a merger, tender offer, proxy contest or otherwise, and thereby
protect the continuity of present management. The board of directors would,
unless prohibited by applicable law, have additional shares of Common Stock
available to effect transactions (such as private placements) in which the
number of the Company's outstanding shares would be increased and would thereby
dilute the interest of any party attempting to gain control of the Company. Such
action could discourage an acquisition of the Company, which stockholders might
view as desirable.
We
believe that part of our business strategy will require us to raise capital to
further our business strategy through the issuance of additional capital stock.
Although as of the present time we do not have immediate plans for raising
additional equity capital, we believe that, to avoid delays in the event
additional funds are needed, we would need to provide now for sufficient
authorized capital stock to complete such potential transactions and avoid the
shareholder approval process needed to change our capital structure as part of
any such transaction.
The
unissued and unreserved shares of our common stock will also be available for
any proper corporate purpose, as authorized by our Board of Directors, without
further approval by our shareholders, except as otherwise required by
law.
We are
obligated under that certain Business Development Agreement that we entered on
June 14, 2008 to issue additional aggregate 13,904,730 shares of its common
stock to the owners of MIRA LLC at such times that the Company has acquired
various rights and contractual arrangements to enter into the reverse mortgage
business.
Shareholders
do not have the statutory right to dissent and obtain an appraisal of their
shares under Nevada law in connection with the amendment to our charter to
increase our authorized common stock.
The
following table sets forth information regarding the beneficial ownership of our
common stock as of *, 2008. The information in this table provides the ownership
information for:
• each person
known by us to be the beneficial owner of more than 5% of our Common
Stock;
• each of our
directors;
• each of our
executive officers; and
• our
executive officers and directors as a group.
3
Beneficial
ownership has been determined in accordance with the rules and regulations of
the SEC and includes voting or investment power with respect to the shares.
Unless otherwise indicated, the persons named in the table below have sole
voting and investment power with respect to the number of shares indicated as
beneficially owned by them. Common stock beneficially owned and percentage
ownership is based on _____________ shares outstanding on *, 2008, and assuming
the exercise of any options or warrants or conversion of any convertible
securities held by such person, which are presently exercisable or will become
exercisable within 60 days after *, 2008.
(2) Includes
6,000,000 shares held by Mr. Roylance personally, 6,000,000 shares held by Mr.
Roylance’s wife and 651,600 shares of common stock held by corporations held
solely by Mr. Roylance.
(3)
Includes 5,000,000 shares of common stock held by Robert W. Kendrick 2008 Trust,
5,000,000 shares of common stock held by Darcis R. Kendrick 2008 Trust,
4,000,000 shares of common stock held by Olivia Grace Kendrick UGMAC/O Darci R.
Kendrick and 440,000 shares held by a corporation soley owned by Mr. Kendrick’s
wife and 778 shares held by a corporation which is soley owned by Mr.
Kendrick.
(4)
Includes 8,000,000 shares held by Mr. Gadkowski personally and 2,000,000 shares
held by Mr. Gadkowski’s wife.
CREATION
OF BLANK CHECK PREFERRED STOCK
The
amendment to the Articles of Incorporation will create 10,000,000 authorized
shares of "blank check" preferred stock. The proposed Amendment to the Articles
of Incorporation attached as Exhibit "A" to this information statement contains
provisions related to the "blank check" preferred stock. The following summary
does not purport to be complete and is qualified in its entirety by reference to
the proposed Amended and Restated Articles of Incorporation as set forth in
Exhibit "A."
The term
"blank check" refers to preferred stock, the creation and issuance of which is
authorized in advance by the stockholders and the terms, rights and features of
which are determined by the board of directors of the Company upon issuance. The
authorization of such blank check preferred stock would permit the board of
directors to authorize and issue preferred stock from time to time in one or
more series.
Subject
to the provisions of the Company's Amended and Restated Articles of
Incorporation and the limitations prescribed by law, the board of directors
would be expressly authorized, at its discretion, to adopt resolutions to issue
shares, to fix the number of shares and to change the number of shares
constituting any series and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether the dividends are cumulative), dividend rates, terms
of redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of the
preferred stock, in each case without any further action or vote by the
stockholders. The board of directors would be required to make any determination
to issue shares of preferred stock based on its judgment as to the best
interests of the Company and its stockholders. The board of directors is seeking
stockholder approval of an amendment to the Articles of Incorporation which
would give the board of directors flexibility, without further stockholder
action, to issue preferred stock on such terms and conditions as the board of
directors deems to be in the best interests of the Company and its
stockholders.
The
amendment will provide the Company with increased financial flexibility in
meeting future capital requirements by providing another type of security in
addition to its Common Stock, as it will allow preferred stock to be available
for issuance from time to time and with such features as determined by the board
of directors for any proper corporate purpose. It is anticipated that such
purposes may include exchanging preferred stock for Common Stock and, without
limitation, may include the issuance for cash as a means of obtaining capital
for use by the Company, or issuance as part or all of the consideration required
to be paid by the Company for acquisitions of other businesses or
assets.
Any
issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing the number of outstanding shares entitled to vote and
by increasing the number of votes required to approve a change in control of the
Company. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a party to
acquire control of the Company by tender offer or other means. Such issuances
could therefore deprive stockholders of benefits that could result from such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause. Moreover, the issuance of such additional shares of
preferred stock to persons friendly to the board of directors could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.
While the
amendment may have anti-takeover ramifications, the board of directors believes
that the financial flexibility offered by the amendment outweighs any
disadvantages. To the extent that the amendment may have anti-takeover effects,
the amendment may encourage persons seeking to acquire the Company to negotiate
directly with the board of directors enabling the board of directors to consider
the proposed transaction in a manner that best serves the stockholders'
interests.
4
APPROVAL
OF THE 2008 INCENTIVE
PLAN
The
Company's majority stockholders approved the 2008 Incentive Plan (the "2008
Incentive Plan") pursuant to which options to purchase up to 10,000,000 shares
of common stock may be issued thereunder. The following is a summary of
principal features of the 2008 Incentive Plan. The summary, however, does not
purport to be a complete description of all the provisions of the 2008 Incentive
Plan. Any stockholder of the Company who wishes to obtain a copy of the actual
plan document may do so upon written request to the Company's Chief Executive
Officer, Jonathan Roylance, at the Company's principal offices at 3300 NW 185th
Avenue Unit 155, Portland Oregon 97229.
GENERAL
Under the
2008 Incentive Plan, options may be granted which are intended to qualify as
Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code
of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as
Incentive Stock Options thereunder.
The 2008
Incentive Plan and the right of participants to make purchases thereunder are
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The 2008 Incentive
Plan is not a qualified deferred compensation plan under Section 401(a) of the
Internal Revenue Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
PURPOSE
The
primary purpose of the 2008 Incentive Plan is to attract and retain the best
available personnel for the Company in order to promote the success of the
Company's future business that it selects to enter and to facilitate the
ownership of the Company's stock by employees at such time as the Company has
employees. In the event that the 2008 Incentive Plan is not adopted the Company
may have considerable difficulty in attracting and retaining qualified
personnel, officers, directors and consultants.
ADMINISTRATION
The 2008
Incentive Plan, when approved, will be administered by the Company's Board of
Directors, as the Board of Directors may be composed from time to time. All
questions of interpretation of the 2008 Incentive Plan are determined by the
Board, and its decisions are final and binding upon all participants. Any
determination by a majority of the members of the Board of Directors at any
meeting, or by written consent in lieu of a meeting, shall be deemed to have
been made by the whole Board of Directors.
Notwithstanding
the foregoing, the Board of Directors may at any time, or from time to time,
appoint a committee (the "Committee") of at least two members of the Board of
Directors, and delegate to the Committee the authority of the Board of Directors
to administer the Plan. Upon such appointment and delegation, the Committee
shall have all the powers, privileges and duties of the Board of Directors, and
shall be substituted for the Board of Directors, in the administration of the
Plan, subject to certain limitations.
Members
of the Board of Directors who are eligible employees are permitted to
participate in the 2008 Incentive Plan, provided that any such eligible member
may not vote on any matter affecting the administration of the 2008 Incentive
Plan or the grant of any option pursuant to it, or serve on a committee
appointed to administer the 2008 Incentive Plan. In the event that any member of
the Board of Directors is at any time not a "disinterested person", as defined
in Rule 16b-3(c)(3)(i) promulgated pursuant to the Securities Exchange Act of
1934, the Plan shall not be administered by the Board of Directors, and may only
by administered by a Committee, all the members of which are disinterested
persons, as so defined.
5
ELIGIBILITY
Under the
2008 Incentive Plan, options may be granted to key employees, officers,
directors or consultants of the Company, as provided in the 2008 Incentive
Plan.
TERMS
OF OPTIONS
The term
of each Option granted under the Plan shall be contained in a stock option
agreement between the Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with the provisions of the Plan,
including the following:
(a)
Purchase Price. The purchase price of the Common Shares subject to each ISO
shall not be less than the fair market value (as set forth in the 2008 Incentive
Plan), or in the case of the grant of an ISO to a Principal Stockholder, not
less that 110% of fair market value of such Common Shares at the time such
Option is granted. The purchase price of the Common Shares subject to each
Non-ISO shall be determined at the time such Option is granted, but in no case
less than 85% of the fair market value of such Common Shares at the time such
Option is granted. The purchase price of the Common Shares subject to each
Non-ISO.
(b)
Vesting. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any, shall be
fixed by the Board of Directors, in its discretion, at the time such Option is
granted.
(c)
Expiration. The expiration of each Option shall be fixed by the Board of
Directors, in its discretion, at the time such Option is granted; however,
unless otherwise determined by the Board of Directors at the time such Option is
granted, an Option shall be exercisable for ten
(10)
years after the date on which it was granted (the "Grant Date"). Each Option
shall be subject to earlier termination as expressly provided in the 2008
Incentive Plan or as determined by the Board of Directors, in its discretion, at
the time such Option is granted.
(d)
Transferability. No Option shall be transferable, except by will or the laws of
descent and distribution, and any Option may be exercised during the lifetime of
the Optionee only by him. No Option granted under the Plan shall be subject to
execution, attachment or other process.
(e)
Option Adjustments. The aggregate number and class of shares as to which Options
may be granted under the Plan, the number and class shares covered by each
outstanding Option and the exercise price per share thereof (but not the total
price), and all such Options, shall each be proportionately adjusted for any
increase decrease in the number of issued Common Shares resulting from split-up
spin-off or consolidation of shares or any like Capital adjustment or the
payment of any stock dividend.
Except as
otherwise provided in the 2008 Incentive Plan, any Option granted hereunder
shall terminate in the event of a merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation of the Company. However, the
Optionee shall have the right immediately prior to any such transaction to
exercise his Option in whole or in part notwithstanding any otherwise applicable
vesting requirements.
(f)
Termination, Modification and Amendment. The 2008 Incentive Plan (but not
Options previously granted under the Plan) shall terminate ten (10) years from
the earlier of the date of its adoption by the Board of Directors or the date on
which the Plan is approved by the affirmative vote of the holders of a majority
of the outstanding shares of capital stock of the Company entitled to vote
thereon, and no Option shall be granted after termination of the 2008 Incentive
Plan. Subject to certain restrictions, the 2008 Incentive Plan may at any time
be terminated and from time to time be modified or amended by the affirmative
vote of the holders of a majority of the outstanding shares of the capital stock
of the Company present, or represented, and entitled to vote at a meeting duly
held in accordance with the applicable laws of the State of Nevada.
6
Federal
Income Tax Aspects of the 2008 Incentive Plan
The
following is a brief summary of the effect of Federal income taxation upon the
participants and the Company with respect to the purchase of shares under the
2008 Incentive Plan. This summary does not purport to be complete and does not
address the Federal income tax consequences to taxpayers with special tax
status. In addition, this summary does not discuss the provisions of the income
tax laws of any municipality, state or foreign country in which the participant
may reside, and does not discuss estate, gift or other tax consequences other
than income tax consequences. The Company advises each participant to consult
his or her own tax advisor regarding the tax consequences of participation in
the 2008 Incentive Plan and for reference to applicable provisions of the
Code.
The 2008
Incentive Plan and the right of participants to make purchases thereunder are
intended to qualify under the provisions of Sections 421, 422 and 423 of the
Code. Under these provisions, no income will be recognized by a participant
prior to disposition of shares acquired under the 2008 Incentive
Plan.
If the
shares are sold or otherwise disposed of (including by way of gift) more than
two years after the first day of the offering period during which shares were
purchased (the "Offering Date"), a participant will recognize as ordinary income
at the time of such disposition the lesser of (a) the excess of the fair market
value of the shares at the time of such disposition over the purchase price of
the shares or (b) 15% of the fair market value of the shares on the first day of
the offering period. Any further gain or loss upon such disposition will be
treated as long-term capital gain or loss. If the shares are sold for a sale
price less than the purchase price, there is no ordinary income and the
participant has a capital loss for the difference.
If the
shares are sold or otherwise disposed of (including by way of gift) before the
expiration of the two-year holding period described above, the excess of the
fair market value of the shares on the purchase date over the purchase price
will be treated as ordinary income to the participant. This excess will
constitute ordinary income in the year of sale or other disposition even if no
gain is realized on the sale or a gift of the shares is made. The balance of any
gain or loss will be treated as capital gain or loss and will be treated as
long-term capital gain or loss if the shares have been held more than one
year.
In the
case of a participant who is subject to Section 16(b) of the Exchange Act, the
purchase date for purposes of calculating such participant's compensation income
and beginning of the capital gain holding period may be deferred for up to six
months under certain circumstances. Such individuals should consult with their
personal tax advisors prior to buying or selling shares under the 2008 Incentive
Plan.
The
ordinary income reported under the rules described above, added to the actual
purchase price of the shares, determines the tax basis of the shares for the
purpose of determining capital gain or loss on a sale or exchange of the
shares.
The
Company is entitled to a deduction for amounts taxed as ordinary income to a
participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the two-year
holding period described above.
RESTRICTIONS
ON RESALE
Certain
officers and directors of the Company may be deemed to be "affiliates" of the
Company as that term is defined under the Securities Act. The Common Stock
acquired under the 2008 Incentive Plan by an affiliate may be reoffered or
resold only pursuant to an effective registration statement or pursuant to Rule
144 under the Securities Act or another exemption from the registration
requirements of the Securities Act.
7
REQUIRED
VOTE
On April14, 2008, the stockholders of the Company holding a majority of the outstanding
shares of common stock approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
50,000,000 to 100,000,000 On June 14, 2008, the stockholders of the
Company holding a majority of the outstanding shares of common stock reaffirmed
the amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 to 100,000,000,
which was previously approved and approved the authorization of the creation of
10,000,00 shares of "blank check" preferred stock, change the Company's name
from Beverly Holdings, Inc. to MIRA Financial Corporation and the adoption of
the 2008 Incentive Stock Plan.
ADDITIONAL
INFORMATION
The
Company's annual report on Form 10-KSB for the fiscal year ended June 30, 2007
and quarterly report on Form 10-QSB for the quarter ended March 31, 2008 are
being delivered to you with this Information Statement. The Company will furnish
a copy of any exhibit thereto or other information upon request by a stockholder
to Jonathan Roylance, Chief Executive Officer, Beverly Holdings, Inc., 3300 NW
185th Avenue,
Unit 155 Portland Oregon 97229; 503-520-1376.
By Order
of the Board of Directors,
/s/
JONATHAN ROYLANCE
Chief
Executive Officer and Director
8
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
BEVERLY
HOLDINGS, INC.
The
undersigned, being the President and Chief Executive Officer of BEVERLY
HOLDINGS, INC., a corporation existing under the laws of the State of Nevada,
does hereby certify under the seal of the said corporation as
follows:
1. The
certificate of incorporation of the Corporation is hereby amended by replacing
Article First, in its entirety, with the following:
"FIRST:
The name of the Corporation is MIRA Financial Corporation"
2. The
certificate of incorporation of the Corporation is hereby amended by replacing
Article Fourth, in its entirety, with the following:
"FOURTH:
The Corporation is authorized to issue two classes of stock. One class of stock
shall be Common Stock, par value $0.001. The second class of stock shall be
Preferred Stock, par value $0.001. The Preferred Stock, or any series thereof,
shall have such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors and may be made dependent upon
facts ascertainable outside such resolution or resolutions of the board of
directors, provided that the matter in which such facts shall operate upon such
designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of stock is clearly and expressly set forth
in the resolution or resolutions providing for the issuance of such stock by the
board of directors.
The total
number of shares of stock of each class which the Corporation shall have
authority to issue and the par value of each share of each class of stock are as
follows:
Class
Par
Value
Authorized
Shares
Common
$
0.001
100,000,000
Preferred
$
0.001
10,000,00
Totals:
110,000,00
4. The
amendment of the certificate of incorporation herein certified has been duly
adopted by the unanimous written consent of the Corporation's Board of Directors
and a majority of the Corporation's stockholders in accordance with the
provisions of Sections ____________ of the Nevada Revised Statutes of the State
of Nevada.
IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this Certificate of Amendment of the Corporation's Certificate of
Incorporation to be signed by Jonathan Roylance, its Chief Executive Officer and
Secretary, this ____ day of _____ 2008.
BEVERLY HOLDINGS,
INC.
By:
/s/ Jonathan
Roylance
Jonathan
Roylance
Chief
Executive Officer and Secretary
9
Dates Referenced Herein and Documents Incorporated by Reference
