PLEASANT
KIDS, INC. 10-Q



 

Exhibit 4.3


 





CERTIFICATE OF DESIGNATION,
NUMBER, POWERS


PREFERENCES AND RELATIVE,
PARTICIPATING OPTION, AND


OTHER SPECIAL RIGHTS AND
THE QUALIFICATIONS,


LIMITATIONS, RESTRICTIONS,
AND OTHER DISTINGUISHING


CHARACTERISTICS OF SERIES
B PREFERRED STOCK OF


PLEASANT KIDS, INC.  


 


It is hereby certified that:


 


		1.	The
                                         name of the corporation (hereinafter called the “Corporation”) is Pleasant
                                         Kids, Inc.



  





		2.	The
                                         certificate of incorporation authorizes the issuance of 60,000,000 shares of Preferred
                                         Stock with a par value to be determined by the Board of Directors and expressly vests
                                         in the Board of Directors of the Corporation the authority provided therein to issue
                                         any or all of said shares in one or more series and by resolution or resolutions, the
                                         designation, number full or limited voting powers, or the denial of voting powers, preferences
                                         and relative participating, option, and other special rights and the qualifications,
                                         limitations restrictions, and other distinguishing characteristics of each series to
                                         be issued.



  


		3.	The
                                         Board of Directors of the Corporation, pursuant to the authority expressly vested in
                                         it as aforesaid, has adopted the following resolutions creating a Series B issue of Preferred
                                         Stock:



  


		a.	RESOLVED,
                                         that TEN MILLION (10,000,000) shares of the Preferred Stock of which, Sixty Million (60,000,000)
                                         Preferred shares are authorized (par value $0.001 per share), are authorized to be issued
                                         by this Corporation pursuant to its certificate of incorporation, and that there be and
                                         hereby is authorized and created a series of preferred stock, hereby designed as the
                                         Series B Preferred Stock, which shall have the voting powers, designations, preferences
                                         and relative participating, optional or other rights, if any, or the qualifications,
                                         limitations, or restrictions, set forth in such certificate of incorporation and in addition
                                         thereto, those following:



  


		i.	DESIGNATION.
                                         The Preferred Stock subject hereof shall be designated Series B Preferred Stock (“Series
                                         B Preferred”). No other shares of Preferred Stock shall be designated as Series
                                         B Preferred stock.



  


		ii.	DIVIDENDS.
                                         The Holder of Series B Preferred Stock will not be entitled to receive dividends of any
                                         kind, including but not limited to any dividends paid on Common Stock.



  


		iii.	CONVERSION.
                                         The Series B Preferred Stock shall not be convertible into Common Stock at any time.



 





		iv.	LIQUIDATION
                                         RIGHTS. The Series B Preferred Stock shall not have any rights with respect to liquidation
                                         preference upon the event of any liquidation, dissolution or winding up of the Corporation,
                                         either voluntary or involuntary.



 






    	 



    	 



    




 


		v.	OTHER
                                         RESTRICTIONS. There shall be no conditions or restrictions upon the creation of indebtedness
                                         of the Corporation, or any subsidiary or upon the creation of any other series of preferred
                                         stock with any other preferences.



  


		vi.	VOTING.



  


		1.	Voting
                                         with Common Stock. Each share of the Series B Preferred Stock shall vote together
                                         with the holders of the Common Stock and have one thousand (1,000) votes on all matters
                                         on which shareholders of the Corporation shall be entitled to vote and be entitled to
                                         a vote on all matters submitted to the shareholders.  For example, if a matter
                                         is presented to the shareholders for a vote and there are 10,000 Series B Preferred shares
                                         outstanding and entitled to vote on the matter, then the Holder of the Series B Preferred
                                         Stock would be granted 10,000,000 votes.



 



		2.	Class
                                         Voting Rights. So long as the Series B Preferred Stock is outstanding, the Corporation
                                         shall not, without the affirmative vote or consent of the holders of at least 51% of
                                         all outstanding Series B Preferred Stock voting separately as a class, (i) Amend, alter
                                         or repeal (by merger or otherwise) any provision of the Certificate of Incorporation
                                         or the By-laws of the Corporation, as amended, as to adversely affect the relative rights,
                                         preferences, qualifications, limitations, or restrictions of the Series B Preferred Stock,
                                         (ii) effect any reclassification of the Series B Preferred Stock.



 


		3.	A
                                         class vote on the part of the Series B Preferred Stock shall, without limitation, specifically
                                         not be deemed to be required (except as otherwise required by law or resolution of the
                                         Corporation’s Board of Directors) in connection with; (a) the authorization, issuance
                                         or increase in the authorized amount of any shares of any other class or series of stock
                                         which ranks junior to, or on a parity with, the Series B Preferred Stock in respect to
                                         the payment of dividends and distributions upon liquidation, dissolution or winding up
                                         of the Corporation; or (b) the authorization, issuance or increase in the amount of any
                                         bonds, mortgages, debentures or other obligation of the Corporation.




 


		vii.	STATED
                                         VALUE. The Shares of Series B Preferred shall have a stated value of $0.001 per share.



  


		viii.	OTHER-PREFERENCES.
                                         The shares of the Series B Preferred shall have no other preferences, rights, restrictions,
                                         or qualifications, except as otherwise provided by law or the certificate of incorporation
                                         of the Corporation.



 






    	 



    	 



    




 


FURTHER RESOLVED, that the statements contained
in the foregoing resolution creating and designating the said Series B Preferred Stock and fixing the number, powers, preferences
and relative, optional participating and other special rights and the qualifications, limitations, restrictions, and other distinguishing
characteristics thereof shall, upon the effective date of said series, be deemed to be included in and be a part of the certificate
of incorporation of the Corporation.


 


Signed on March, 16, 2015. 


 


By Unanimous Written Consent
of the Board of Directors:


 


 


	/s/ Robert Rico	 	/s/ Calvin Lewis	 	/s/ Kenneth Wiedrich
	 	 	 	 	 
	Robert Rico – Director	 	Calvin Lewis – Director	 	Kenneth Wiedrich – Director