1manband Friday, September 14, 2012 1:52:17
Post# of 394
Posted On: 09/14/2012 2:03:08 PM
1manband
Friday, September 14, 2012 1:52:17 PM
Re: The Central Scrutinizer post# 82645
Post # of 82662
This is a problem. The offical and legal Florida filing directly contradicts the unofficial Pink Sheets "disclosure statement". No surprise there - they often do, which is why on one should rely upon anything "filed" with Pink Sheets.
The Company had 100 million preferred shares authorized, but had until August 16, only issued 60,000,000 of them. They are Series E convertible preferreds issued to Western Sierra in 2009. According to the most recent "disclosure statement" on Pink OTC's website,
"In July, 2009, 60,000,000 shares of preferred stock were issued in conjunction with a joint venture mining agreement. The issuance was recorded on the books at a value of $.01 per share for a total of $600,000. The shares have 1-for-1 voting rights with common shares and converts to common on a 1-for-1 basis ."
However, according to the offical and legal filing with the State of Florida that was made more than 2 weeks before the Pink OTC "filing", that information is flat-out wrong.
The Florida filing officially designated those 60 million Series E preferreds, each of which is actually convertible into 15 common shares without voting rights. Not 1 for 1 with voting rights as they claim on the BS Pink Sheet "filing". That makes those already issued convertibles immediately convertible into an additional 900 million common shares fully diluted which can be converted and sold into the float at any time.
In case you missed it, here is the important language from the actual State of Florida filing:
?CERTIFICATE OF DESIGNATION OF?SERIES E
CONVERTIBLE PREFERRED STOCIC?OF?GOLD COAST
MINING CORP. ?
Gold Coast Mining Corp, a Florida corporation (the "Company"), hereby certifies that the following resolution was adopted by the Directors of the Company, as required by Section 607.1006 of the Florida Statutes pursuant to a written consent of the Directors dated August 16, 2012 :
RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (the "Board of Directors") by the provisions of the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), there is hereby created, out of the 100,000,000 shares of preferred stock, par value $.10 per share, of the Company authorized in the Certificate of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of 60,000,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and relative, participating, optional or other rights, and any qualifications, limitations and restrictions, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock):
Section 1. Designation of Amount.
The shares of Preferred Stock created hereby shall be designated the "Series E Convertible Preferred Stock" (the "Series E Preferred Stock") and the authorized number of shares constituting such series shall be 100,000,000. The Series E Preferred Stock shall rank senior to the common stock as to dividends, distributions or as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary.
Section 2. Dividends.
Series E Preferred Stock shall receive no dividends from the Company.
Section 3. Liquidation Preference.
In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series E Preferred Stock then outstanding shall be senior to the interests in every respect of the common shareholders of the Company.
Section 4. Voting Rights.
Series E Preferred holders will have no voting rights.
Section 5. Conversion Rights.
Subject to and upon compliance with the provisions of this Section 5, the holders of the shares of Series E Preferred Stock shall be entitled, at their option, at any time to convert all or any such shares of Series E Preferred Stock into a number of fully paid and non-assessable shares (calculated as to each conversion to the nearest share) of Common Stock. The number of shares of Common Stock to which a holder of Series E Preferred Stock shall be entitled upon conversion shall be 15 for each share of Series E Preferred Stock presented for conversion .
August 16, 2012
Looks like GDSM is not being honest in their Pink Sheet "filings", are they? Especially because this little change immediately more than doubles the current fully diluted share count!
Friday, September 14, 2012 1:52:17 PM
Re: The Central Scrutinizer post# 82645
Post # of 82662
This is a problem. The offical and legal Florida filing directly contradicts the unofficial Pink Sheets "disclosure statement". No surprise there - they often do, which is why on one should rely upon anything "filed" with Pink Sheets.
The Company had 100 million preferred shares authorized, but had until August 16, only issued 60,000,000 of them. They are Series E convertible preferreds issued to Western Sierra in 2009. According to the most recent "disclosure statement" on Pink OTC's website,
"In July, 2009, 60,000,000 shares of preferred stock were issued in conjunction with a joint venture mining agreement. The issuance was recorded on the books at a value of $.01 per share for a total of $600,000. The shares have 1-for-1 voting rights with common shares and converts to common on a 1-for-1 basis ."
However, according to the offical and legal filing with the State of Florida that was made more than 2 weeks before the Pink OTC "filing", that information is flat-out wrong.
The Florida filing officially designated those 60 million Series E preferreds, each of which is actually convertible into 15 common shares without voting rights. Not 1 for 1 with voting rights as they claim on the BS Pink Sheet "filing". That makes those already issued convertibles immediately convertible into an additional 900 million common shares fully diluted which can be converted and sold into the float at any time.
In case you missed it, here is the important language from the actual State of Florida filing:
?CERTIFICATE OF DESIGNATION OF?SERIES E
CONVERTIBLE PREFERRED STOCIC?OF?GOLD COAST
MINING CORP. ?
Gold Coast Mining Corp, a Florida corporation (the "Company"), hereby certifies that the following resolution was adopted by the Directors of the Company, as required by Section 607.1006 of the Florida Statutes pursuant to a written consent of the Directors dated August 16, 2012 :
RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (the "Board of Directors") by the provisions of the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), there is hereby created, out of the 100,000,000 shares of preferred stock, par value $.10 per share, of the Company authorized in the Certificate of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of 60,000,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional or other rights, and the following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and relative, participating, optional or other rights, and any qualifications, limitations and restrictions, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock):
Section 1. Designation of Amount.
The shares of Preferred Stock created hereby shall be designated the "Series E Convertible Preferred Stock" (the "Series E Preferred Stock") and the authorized number of shares constituting such series shall be 100,000,000. The Series E Preferred Stock shall rank senior to the common stock as to dividends, distributions or as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary.
Section 2. Dividends.
Series E Preferred Stock shall receive no dividends from the Company.
Section 3. Liquidation Preference.
In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series E Preferred Stock then outstanding shall be senior to the interests in every respect of the common shareholders of the Company.
Section 4. Voting Rights.
Series E Preferred holders will have no voting rights.
Section 5. Conversion Rights.
Subject to and upon compliance with the provisions of this Section 5, the holders of the shares of Series E Preferred Stock shall be entitled, at their option, at any time to convert all or any such shares of Series E Preferred Stock into a number of fully paid and non-assessable shares (calculated as to each conversion to the nearest share) of Common Stock. The number of shares of Common Stock to which a holder of Series E Preferred Stock shall be entitled upon conversion shall be 15 for each share of Series E Preferred Stock presented for conversion .
August 16, 2012
Looks like GDSM is not being honest in their Pink Sheet "filings", are they? Especially because this little change immediately more than doubles the current fully diluted share count!
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