I Agree Robinsonst1, and have some additional comments on this Schedule 14C:
- this was issued as a 'Preliminary Information Statement'
- I caught in the opening letter to shareholders a possible typo on the final AS values of 2,000,000,000 instead of 1,000,000,000 total AS from page 3:
"NOTICE IS HEREBY GIVEN that the Board of Directors has received approval, pursuant to the written consent of stockholders in lieu of a special meeting, dated December 20, 2019 (the “Written Consent”) to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 2,000,000,000 shares."
***HOWEVER (1)**: middle of page 5 states:
"AMENDMENT TO THE ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors and stockholders of the Company have approved an increase in the number of the Company’s authorized shares of common stock from 200,000,000 shares to 1,000,000,000 shares, by means of an amendment to the Company’s Articles of Incorporation.
**HOWEVER (2)** Exibit A from page 8 states:
"The articles have been amended as follows (provide article numbers, if available):
Article V of the Articles of Incorporation are amended such that the Corporation’s authorized capital stock now consists of the following:
Common Stock, par value $0.001 per share – 1,000,000,000 shares
Preferred Stock, par value $0.001 per share – 20,000,000 shares
All other terms of Article V of the Articles of Incorporation remain unchanged.."
In general I see it as a legal explanation of the breakdown of preferred type shares and required common shares and how that relates to the voting rights from the preferred.
In a nutshell:
Series G preferred 10000 has voting rights of 1 preferred G share =20,000 votes.
And 1 preferred G share converts to 50 common totalling 500,000 common shares
This was done for paying Charles Smith (page 3) which also gives him majority voting rights for raising the AS.
Charles SMITH - Series G Preferred Stock - 10,000 - 200,000,000 - 58.0%
Page 5:
"
5) Beneficial ownership for Charles Smith includes 902,142 shares of common stock, and 10,000 shares of Series G Preferred Stock, which are convertible to common stock on a 1 for 50 basis, and which are entitled to cast 200,000,000 votes on any proposal to increase our authorized capital stock, with no other voting rights."
Also 130 Series F Preferred from previous 8K GHS upgraded Preferred Stock financing, which also carry voting rights.
From page 5 'Reason for Increase: .. In particular, we need to increase our authorized common stock in order to meet the reserve requirements under our Series F Preferred Stock financing with GHS Investments, LLC... "
"As a result of the increase in authorized common stock, the Company will also be able to issue shares from time to time as may be required for any other proper business purposes, such as raising additional capital for ongoing operations, establishing strategic relationships with corporate partners, acquiring or investing in complementary businesses or products, providing equity incentives to employees, and effecting stock splits or stock dividends."
---- Again per the the 8K that talked about the Series F preferred with GHS, there is a 6 month waiting period for any to be issued and diluting, and there are also built in dividend incentives for GHS to maintain holding these preferred to take advantage of higher % dividend the longer they hold.
Finally the real schedule 14C, not prelim, issued for purpose of notice of mailing and implementation 20 days after the final Schedue 14C.
Bottom line the company appears to positioning for having adequate capital to handle BIG upcoming Po's!
I hope this helps people see the positives here. Remember a large AS does not mean all of that would ever get close to being issued.
- this was issued as a 'Preliminary Information Statement'
- I caught in the opening letter to shareholders a possible typo on the final AS values of 2,000,000,000 instead of 1,000,000,000 total AS from page 3:
"NOTICE IS HEREBY GIVEN that the Board of Directors has received approval, pursuant to the written consent of stockholders in lieu of a special meeting, dated December 20, 2019 (the “Written Consent”) to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 2,000,000,000 shares."
***HOWEVER (1)**: middle of page 5 states:
"AMENDMENT TO THE ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors and stockholders of the Company have approved an increase in the number of the Company’s authorized shares of common stock from 200,000,000 shares to 1,000,000,000 shares, by means of an amendment to the Company’s Articles of Incorporation.
**HOWEVER (2)** Exibit A from page 8 states:
"The articles have been amended as follows (provide article numbers, if available):
Article V of the Articles of Incorporation are amended such that the Corporation’s authorized capital stock now consists of the following:
Common Stock, par value $0.001 per share – 1,000,000,000 shares
Preferred Stock, par value $0.001 per share – 20,000,000 shares
All other terms of Article V of the Articles of Incorporation remain unchanged.."
In general I see it as a legal explanation of the breakdown of preferred type shares and required common shares and how that relates to the voting rights from the preferred.
In a nutshell:
Series G preferred 10000 has voting rights of 1 preferred G share =20,000 votes.
And 1 preferred G share converts to 50 common totalling 500,000 common shares
This was done for paying Charles Smith (page 3) which also gives him majority voting rights for raising the AS.
Charles SMITH - Series G Preferred Stock - 10,000 - 200,000,000 - 58.0%
Page 5:
"
5) Beneficial ownership for Charles Smith includes 902,142 shares of common stock, and 10,000 shares of Series G Preferred Stock, which are convertible to common stock on a 1 for 50 basis, and which are entitled to cast 200,000,000 votes on any proposal to increase our authorized capital stock, with no other voting rights." Also 130 Series F Preferred from previous 8K GHS upgraded Preferred Stock financing, which also carry voting rights.
From page 5 'Reason for Increase: .. In particular, we need to increase our authorized common stock in order to meet the reserve requirements under our Series F Preferred Stock financing with GHS Investments, LLC... "
"As a result of the increase in authorized common stock, the Company will also be able to issue shares from time to time as may be required for any other proper business purposes, such as raising additional capital for ongoing operations, establishing strategic relationships with corporate partners, acquiring or investing in complementary businesses or products, providing equity incentives to employees, and effecting stock splits or stock dividends."
---- Again per the the 8K that talked about the Series F preferred with GHS, there is a 6 month waiting period for any to be issued and diluting, and there are also built in dividend incentives for GHS to maintain holding these preferred to take advantage of higher % dividend the longer they hold.
Finally the real schedule 14C, not prelim, issued for purpose of notice of mailing and implementation 20 days after the final Schedue 14C.
Bottom line the company appears to positioning for having adequate capital to handle BIG upcoming Po's!
I hope this helps people see the positives here. Remember a large AS does not mean all of that would ever get close to being issued.
12
1
