The Univec CEO expanded the outstanding share count in massive, insider debt-settlement blocks before the music stopped in 2021. During the height of the CBD Products and Nasdaq Listing boom in 2021, the corporate machinery printed a staggering 1,100,000,000 restricted common shares in a single block for insider debt and salary settlement, structurally bloating the float.
With 2,339,923,522 shares already loose, the company executed another massive debt-conversion issuance on September 9, 2022, handing the CEO an additional 183,173,158 shares for accumulated back salary and benefits. That final transaction pushed the total outstanding count to exactly 2,523,096,680, cementing the CEO’s 55.61% personal majority control of the entire common stock class. He didn't stop printing out of restraint; he stopped because he had already successfully absorbed the equity he required to lock down absolute voting control of the shell.
To fully understand the depth of this equity absorption, look at the Preferred shares. On March 1, 2022, Dr. David Dalton converted $41,451.30 of company debt due to accrued employee benefits into 1,256,100 Preferred shares at an internal valuation of $0.033 per share. This moved the total Preferred outstanding count to 5,000,000, securing a highly protected class of equity right alongside his 55.61% common stock majority.
Every corporation has a maximum limit of shares it is legally allowed to issue, Authorized Shares (AS). According to official disclosures:
Total Authorized Shares: Capped at 5,000,000,000.
Current Outstanding Shares: Sitting frozen at 2,523,096,680.
While it looks like there is "room" on paper, a micro-cap company cannot simply dump the remaining 2.4 billion shares into the public without a clean legal prospectus or compliant corporate standings—which brings us straight into the structural roadblock.
Even if management desperately wanted to issue new shares tomorrow to fund a new business deal or convert more debt, they structurally cannot do it right now. To move shares out of the authorized treasury, a Transfer Agent (like Continental Stock Transfer) requires a current, uncompromised corporate resolution accompanied by a valid legal opinion letter from a qualified securities attorney.
Donald Keer personally signed those letters in 2021 and 2022. For example, in a filed legal opinion dated September 9, 2022, Keer wrote an instruction letter to Continental Stock Transfer stating:
"I have been retained as Counsel by Univec, Inc., a corporation organized and existing under the laws of the state of Delaware... Upon your receipt of appropriate transfer instructions, you are hereby authorized to complete the issuance of common shares [to David Dalton]."
By explicitly framing the company under Delaware law in the legal letters, Keer gave the Transfer Agent the cover it needed to process the shares.
But with the primary operating branch and physical executive headquarters in Maryland remaining Forfeited, the company is legally gridlocked from executing standard, forward-moving corporate actions. A Transfer Agent will not process a new share issuance request for an operationally compromised shell because doing so exposes them to massive regulatory and civil liability.
The frozen count of 2,523,096,680 isn't a badge of honor or proof of managerial discipline. It is a mathematical monument to the exact moment the regulatory gates locked.
Management maxed out their debt conversions to secure absolute majority control by late 2022, and shortly after, the legal pipeline jammed up due to state forfeitures and the transition away from independent annual attorney sign-offs.
Some call it "lack of dilution." The public filing data calls it a structural gridlock.
Disclaimer: Not investment advice. Just sharing public filing data for educational purposes.
PL
With 2,339,923,522 shares already loose, the company executed another massive debt-conversion issuance on September 9, 2022, handing the CEO an additional 183,173,158 shares for accumulated back salary and benefits. That final transaction pushed the total outstanding count to exactly 2,523,096,680, cementing the CEO’s 55.61% personal majority control of the entire common stock class. He didn't stop printing out of restraint; he stopped because he had already successfully absorbed the equity he required to lock down absolute voting control of the shell.
To fully understand the depth of this equity absorption, look at the Preferred shares. On March 1, 2022, Dr. David Dalton converted $41,451.30 of company debt due to accrued employee benefits into 1,256,100 Preferred shares at an internal valuation of $0.033 per share. This moved the total Preferred outstanding count to 5,000,000, securing a highly protected class of equity right alongside his 55.61% common stock majority.
Every corporation has a maximum limit of shares it is legally allowed to issue, Authorized Shares (AS). According to official disclosures:
Total Authorized Shares: Capped at 5,000,000,000.
Current Outstanding Shares: Sitting frozen at 2,523,096,680.
While it looks like there is "room" on paper, a micro-cap company cannot simply dump the remaining 2.4 billion shares into the public without a clean legal prospectus or compliant corporate standings—which brings us straight into the structural roadblock.
Even if management desperately wanted to issue new shares tomorrow to fund a new business deal or convert more debt, they structurally cannot do it right now. To move shares out of the authorized treasury, a Transfer Agent (like Continental Stock Transfer) requires a current, uncompromised corporate resolution accompanied by a valid legal opinion letter from a qualified securities attorney.
Donald Keer personally signed those letters in 2021 and 2022. For example, in a filed legal opinion dated September 9, 2022, Keer wrote an instruction letter to Continental Stock Transfer stating:
"I have been retained as Counsel by Univec, Inc., a corporation organized and existing under the laws of the state of Delaware... Upon your receipt of appropriate transfer instructions, you are hereby authorized to complete the issuance of common shares [to David Dalton]."
By explicitly framing the company under Delaware law in the legal letters, Keer gave the Transfer Agent the cover it needed to process the shares.
But with the primary operating branch and physical executive headquarters in Maryland remaining Forfeited, the company is legally gridlocked from executing standard, forward-moving corporate actions. A Transfer Agent will not process a new share issuance request for an operationally compromised shell because doing so exposes them to massive regulatory and civil liability.
The frozen count of 2,523,096,680 isn't a badge of honor or proof of managerial discipline. It is a mathematical monument to the exact moment the regulatory gates locked.
Management maxed out their debt conversions to secure absolute majority control by late 2022, and shortly after, the legal pipeline jammed up due to state forfeitures and the transition away from independent annual attorney sign-offs.
Some call it "lack of dilution." The public filing data calls it a structural gridlock.
Disclaimer: Not investment advice. Just sharing public filing data for educational purposes.
PL
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