Attached files
| file | filename |
|---|---|
| 8-K - SUPER 8-K - Toshoan Holdings, Inc. | toshoansuper8-k.htm |
| EX-99.5 - PRO FORMA STATEMENTS - Toshoan Holdings, Inc. | proforma.htm |
| EX-10.1 - SPA - Toshoan Holdings, Inc. | spafishery.htm |
| EX-99.1 - DIRECTOR RESOLUTION - STOCK ISSUANCE - Toshoan Holdings, Inc. | directorresolution.htm |
| EX-99.4 - RESOLUTIONS - ACQUISITION - Toshoan Holdings, Inc. | resolution_acquisition.htm |
| EX-3.3 - ARTICLES OF INC. TOA FISHERY (TRANSLATED) - Toshoan Holdings, Inc. | toafisheryarticlesofinc.htm |
| EX-3.4 - CERTIFICATE OF AMENDMENT COPY - PREFERRED STOCK - Toshoan Holdings, Inc. | amendment_seriesa.htm |
| EX-10.2 - EXCLUSIVE SUPPLIER AGREEMENT - TUNA - Toshoan Holdings, Inc. | exclusivesupplieragreement.htm |
MINUTES OF A SPECIAL MEETING OF THE SHAREHOLDERS TOSHOAN HOLDINGS, INC.,
a Delaware corporation
A special meeting of the shareholders of TOSHOAN HOLDINGS, INC., a Delaware corporation (the “Corporation”), was held on November 11, 2013, at 1-1-36, Nishiawaji, Higashiyodogawa-ku, Osaka-shi, Osaka, Japan, pursuant to notice duly given.
The following shareholder (owning one hundred percent (100%) of the Corporation’s capital stock), constituting a quorum, was present at the meeting:
| ž | Hajime Abe. |
Hajime Abe served as the Chairman and Secretary of the meeting. A quorum was confirmed, the meeting was called to order and the following resolutions ware approved.
New Issuance of Series A Preferred Stock.
RESOLVED, that the Board authorize and approve the issuance of the 1,000,000 shares of Series A Preferred Stock (the “Series A”) for $100 to Hajime Abe by way of director’s compensation. The date of issuance shall be December 2, 2013.
The features or rights of the Series A are as follows:
Voting Rights.
Each share of the Series A shall entitle the holder thereof to 100 votes on all matters upon which the holders of the Common Stock of the Corporation are entitled to vote.
Dividend, Liquidation, Conversion and Other Rights or Preferences.
None.
New Issuance of Restricted Common Stock.
RESOLVED, that the Board authorize and approve the issuance of the 50,000,000 shares of Restricted Common Stock (the “Common”) for $5,000 to Hajime Abe by way of director’s compensation. The date of issuance shall be December 2, 2013.
RESOLVED FURTHER, that the directors and officers of the Corporation are hereby authorized and directed to execute all documents and take all actions necessary or advisable in order to carry out and perform the purpose of the foregoing resolutions.
There being no further business to come before the meeting, it was thereupon adjourned.
Dated: November 11, 2013
____________________________________
Hajime Abe, Secretary