$CCAJ >> PROOF OF CANCELLATION OF 1.35 BILLION SHARES >> Coastal Capital Acquisition Corp and Earth Surfaces of America Rescind Reverse Merger
NAPLES, FL, Dec 21, 2012 (MARKETWIRE via COMTEX) -- Coastal Capital Acquisition Corp. (PINKSHEETS: CCAJ) ("Coastal Capital"), a Florida Corporation and Earth Surfaces of America, Inc. ("Earth Surfaces") announce their entry into a rescission agreement (the "Rescission Agreement') on December 21, 2012, to rescind the reverse merger transaction (the "Reverse Merger") which was completed on April 30, 2012, that resulted in Earth Surfaces becoming the wholly owned subsidiary of Coastal Capital.
In accordance with the reverse merger transaction, Anthony DiNorcia received 1,350,000,000 shares of the restricted common stock of Coastal Capital in exchange for 100% of the outstanding shares of Earth Surfaces.
Under the terms of the Rescission Agreement, Anthony DiNorcia cancelled and returned 100% of the 1,350,000,000 restricted shares he received.
The three members of Coastal Capital's board of directors, who will remain directors, approved the Rescission Agreement, including the cancellation of the 1,350,000,000 shares issued to Mr. DiNorcia, on December 21, 2012. The cancellation of the 1,350,000,000 shares reduced Coastal Capital's outstanding common shares from 2,284,739,050 to 934,739,050.
Under the terms of the Rescission Agreement, Mr. DiNorcia was issued 5,000,000 shares of Series B Preferred Stock for his service in connection with Coastal Capital's internal investigation and continued service as an officer and director of Coastal Capital. Each one (1) share of Series B entitles Mr. DiNorcia to 10,000 votes on all matters presented to Coastal Capital's common stockholders. Mr. DiNorcia has waived the conversion feature attached to the Series B shares resulting in the Series B shares being voting but not convertible into Coastal Capital's common stock. The certificate of designation of the Series B Preferred Shares can be found on page 17 of Coastal Capital's articles of amendment filed with the Florida Secretary of State on August 12, 2010.
Mr. DiNorcia stated, "Removing the conversion feature of the Series B Shares will prevent dilution to the holders of our common stock that could result from the conversion of the Series B Shares into common shares."
Information concerning the rescission and a copy of the Rescission Agreement can be found on the OTCMarkets Website.
