FLST FuelStream Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

 

FORM 10-Q/A

(Amendment No. 1)

 

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2014

 

OR

 

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ________ to ___________

 

Commission file number: 333-14477

 

FUELSTREAM, INC.

(Name of Small Business Issuer in Its Charter)

 

 

Delaware		87-0561426
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
510 Shotgun Road, Suite 110
Fort Lauderdale, Florida		33326
(Address of Principal Executive Offices)		(Zip Code)

 

 

 

	(954) 423-5345
	(Issuer’s Telephone Number)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No []

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,”“accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer [  ]		Accelerated Filer [  ]
Non-Accelerated Filer [  ]		Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of November 7, 2014, the Company had outstanding 1,850,478,422 shares of common stock, par value $0.0001 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Explanatory Note

 

The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 19, 2014 (the “Form 10-Q”), is to furnish Exhibit 3.1 and Exhibit 101 to the Form 10-Q. Exhibit 3.1 provides the Amended and Restated Certificate of Incorporation of Fuelstream, Inc. and Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 6. EXHIBITS

 

The following documents are filed as exhibits to this Form 10-Q:

 

INDEX TO EXHIBITS

 

Number		Exhibits
3.1		Amended and Restated Certificate of Incorporation of Fuelstream, Inc.
3.2		Amended and Restated Bylaws of Fuelstream, Inc.(1)
10.1		Form of Indemnification Agreement (2)
10.2		2012 Equity Incentive Plan (2)
31		Certification by Chief Executive Officer, John D. Thomas, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification by Chief Executive Officer, John D. Thomas, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

(1) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed on June 17, 2011.

 

(2) Filed as an Exhibit to the Company’s Current Report on Form 8-K, filed on September 18, 2012.

 

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 thereunto duly authorized.

 

		FUELSTREAM, INC.
Date: December 8, 2014		BY: /s/ John D. Thomas__________________
		John D. Thomas
		Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Two Billion Five Hundred Million (2,500,000,000). 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 25^th day of August, 2014.

 

 

 

	By: /s/ Thomas McConnell
	Thomas McConnell, Chief Executive Officer