Registrant’s
telephone number, including area code: (702)
448-8150
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 (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))
Item
3.02 Unregistered Sales of Equity Securities.
Administrative
Hold on Share Issuance
On
May 6,2008, Ira Lyons, the Registrant’s previous sole officer and director, issued
35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons
had been removed as a director of the Registrant by a super majority vote of
the
Registrant’s stockholders, as further discussed in Item 5.02 below. Therefore,
Mr. Lyons did not have the authority to issue the 35,000,000 shares of common
stock. The Registrant has placed an administrative hold on the shares of common
stock and has instructed its transfer agent to place a stop transfer order
on
the shares of common stock. The Registrant’s new sole officer and director,
Brian Kitts, is currently in discussions with Mr. Lyons for the return of the
shares of common stock for cancellation.
Issuance
of Super Voting Class A Preferred Stock
On
May15, 2008, the Registrant issued 1,000,000 shares of Super Voting Class A
Preferred Stock (“Class A Preferred Stock”) to Brian Kitts for resuming his
services as the sole officer and director of the Registrant, as further
described in Item 5.02 below. The Registrant believes the issuance of the shares
was exempt from the registration and prospectus delivery requirement of the
Securities Act of 1933 by virtue of Section 4(2). The shares were issued
directly by the Registrant and did not involve a public offering or general
solicitation. The recipient of the shares was afforded an opportunity for
effective access to files and records of the Registrant that contained the
relevant information needed to make his investment decision, including the
Registrant’s financial statements and 34 Act reports. The Registrant reasonably
believed that the recipient had such knowledge and experience in its financial
and business matters that she was capable of evaluating the merits and risks
of
his investment. The recipient was the sole officer and director of the
Registrant at the time of the issuance and his investment decision.
The
rights, preferences, restrictions and other matters relating to the Class A
Preferred Stock are as follows:
Section
I.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
“Class A - Super Voting Preferred Stock” (“Class A Preferred Stock”) and the
number of shares constituting such class shall be 1,000,000.
Section
II.Voting
Rights.
Holders
of the Class A Preferred Stock shall be entitled to cast five hundred (500)
votes for each share held of the Class A Preferred Stock on all matters
presented to the stockholders of the Corporation for stockholder vote which
shall vote along with holders of the Corporation’s Common Stock on such matters.
Section
III.Redemption
Rights.
The
Class A Preferred Stock may be redeemed only by separate written agreement
by
and between the Holder and the Corporation.
Section
IV.Conversion
Rights.
The
Class A Preferred Stock is convertible, at any time or from time to time, at
the
sole option of the Holder, into shares of Common Stock on a one-for-one hundred
basis (i.e.- for every share of Class A Preferred Stock converted, the Holder
would receive one hundred (100) shares of Common Stock).
1
Section
V.Protective
Provisions.
So long
as any shares of Class A Preferred Stock are outstanding, this Corporation
shall
not without first obtaining the approval (by vote or written consent, as
provided by law) of the Holders of the Class A Preferred Stock which is
entitled, other than solely by law, to vote with respect to the matter, and
which Preferred Stock represents at least a majority of the voting power of
the
then outstanding shares of such Class A Preferred Stock:
(a) sell,
convey, or otherwise dispose of or encumber all or substantially all of its
property or business or merge into or consolidate with any other corporation
(other than a wholly-owned subsidiary corporation) or effect any transaction
or
series of related transactions in which more than fifty percent (50%) of the
voting power of the Corporation is disposed of;
(b) alter
or
change the rights, preferences or privileges of the shares of Class A Preferred
Stock so as to affect adversely the shares;
(c) increase
or decrease (other than by redemption or conversion) the total number of
authorized shares of preferred stock;
(d) authorize
or issue, or obligate itself to issue, any other equity security, including
any
other security convertible into or exercisable for any equity security (i)
having a preference over, or being on a parity with, the Class A Preferred
Stock
with respect to dividends or upon liquidation, or (ii) having rights similar
to
any of the rights of the Class A Preferred Stock; or
Section
VI.Other
Rights.
Except
as otherwise stated herein, there are no other rights, privileges, or
preferences attendant or relating to in any way the Class A Preferred Stock,
including by way of illustration but not limitation, those concerning dividend,
ranking, other conversion, other redemption, participation, or anti-dilution
rights or preferences.
Section
VII.Definitions.
As used
in herein, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural
and
vice versa), unless the context otherwise requires:
“Common
Stock” means any and all shares of the Corporation’s $0.001 par value common
stock.
“Corporation”
means Brisam Corporation, a Nevada corporation, and its successors.
“Class
A
Preferred Stock” has the meaning ascribed to it in Section I
hereof.
2
“Holder”
means a holder of a share or shares of Class A Preferred Stock as reflected
in
the stock books of the Corporation.
A
copy of
the Certificate of Designation for the Class A Preferred Stock, as filed with
the Nevada Secretary of State, is attached hereto as Exhibit 4.1.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointments of Principal Officers.
(a)
Removal
of Director
On
May 5,2008, Brian Kitts, the majority stockholder of the Registrant holding
approximately 68% of the Registrant’s issued and outstanding shares of common
stock, by written consent, voted to remove Mr. Ira Lyons as the sole member
of
the Registrant’s board of directors.
A
stockholder vote by consent in lieu of a meeting of stockholders is authorized
by Nevada Revised Statutes (“NRS”) Section 78.320(2) and, pursuant to NRS
Section 78.335(1):
NRS
78.335Directors:
Removal; filling of vacancies.
1. Except as otherwise provided in this section, any director or one or
more of the incumbent directors may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to vote.
As
of May5, 2005, the Registrant had 29,657,020 shares of common stock outstanding,
each
of which is entitled to one vote for each in the election of directors. Mr.
Kitts held 20,000,000 shares of the Registrant’s common stock, which
approximated 68% of the Registrant’s issued and outstanding common stock, which
was sufficient to comply with NRS 78.335(1) and to remove Mr. Lyons as a
director effective May 5, 2008.
Mr.
Kitts, as the majority stockholder of the Registrant, did not remove Mr. Lyons
from the Registrant’s board of directors for “cause”, but determined that such
removal was advisable and in the best interests of the Registrant and its
stockholders due to the unavailability of Mr. Lyons to manage the day-to-day
operations of the Registrant. Mr. Lyons is currently an executive officer and
director of another publicly traded company, Hydrogen Hybrid Technologies,
Inc.
(“HYHY”), which in the opinion of the Mr. Kitts has caused Mr. Lyons to focus
his time and attention on HYHY and not on the Registrant.
(b)
Removal
of Executive Officer
Effective
May 5, 2008, following the removal of Mr. Lyons as a director and the
appointment of Mr. Kitts as the sole director of the Registrant, described
below, the Registrant’s board of directors removed Mr. Lyons as the sole officer
of the Registrant effective immediately. The removal of Mr. Lyons was not due
to
any disagreement with the Registrant on any matter relating to the Registrant’s
operations, policies or practices.
3
(c)
Appointment
of Executive Officer
Effective
May 5, 2008, the Registrant’s Board of Directors, immediately upon the removal
of Mr. Lyons, appointed Mr. Brian Kitts as the sole officer (president,
secretary and treasurer) of the Registrant.
Brian
Kitts,
since
1995 has served as an industry consultant for various private clients and
manufacturers. Mr. Kitts was previously the sole officer and director of the
Registrant from Mr. Kitts founded and was the President of Beechwood Design
in
1983, a private company specializing in store fixture design and manufacturing.
He built Beechwood Design from 4 employees and $300,000 in revenue in 1983
to
140 employees and $7,000,000 in revenues in 1995, at which time he sold the
company. He obtained his Architectural Design degree in 1975.
(d)
Appointment
of Director
Effective
May 5, 2008, immediately following the removal of Mr. Lyons as the Registrant’s
sole director, the Registrant’s majority stockholder, Mr. Brian Kitts, elected
himself as the sole member of the Registrant’s board of directors. Please see
Mr. Kitts resume above.
Item
9.01 Financial Statements and Exhibits
(a)
Exhibits.
Exhibit
Number
Description
4.1
Certificate
of Designation of Preferences, Rights and Limitations of
Class
A Preferred Stock
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
