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Post# of 87366
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neilhk

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Alias Born 04/20/2006

neilhk

Re: None

Wednesday, 04/25/2007 5:25:38 AM

Wednesday, April 25, 2007 5:25:38 AM

Post# of 87366
Share Structure: Changes from December 31st 2006 to April 19th 2007

The key changes are the increase in OS (discussed below) and that previously a large portion of the float was being held under Escrow. These appear to be free trading shares now and part of the main public float (as there is no mention within the latest quarterly financial statement of any shares in the float still being held under Escrow)

The current float as per 19th April 2007 is 15,419, 557. This indicates an increase by 1, 854, 937 shares since December 31st 2006.

In the most recent financial statement, it was noted that three previous insiders and their holdings as stated in the financials as of close December 31st 2006, were no longer listed. These were:

Kevin Pickard= 1 091 994
Sandra Battaglia = 18, 000
J Daye = 58,500

Total: 1, 168, 494 shares

It is not clear whether these parties have retained their shareholding or not. However, the following suggests that they are no longer insiders and have sold their shareholdings. The rationale is as follows:

OS shares have increased by 20,181,003 (as of 19th April 2007) since the company filing of 31st December 2006.

These are mainly accounted for by:

i) 14.5 million shares issued to date to the Mazuma Corporation as a result of the recent Private Placement Memorandum (PPM) by the company and

ii) 5 million shares issued to Gwendolyn Carol Johnson, Chairman and President of HCPC, in lieu of her annual 2006 compensation of $300,000 (equates to $0.06 share).

The combined total of these two is 19.5 million shares.

This leaves:

20,181,003 minus 19.5 million = 681, 003 shares

If you add this figure of 681,003 to 1, 168, 494 (the total of the three previous listed insiders above), you reach a total of 1, 849, 497. The increase in the float from December 31st 2006 to April 19th 2007 was stated above as 1, 854, 937. It would seem, therefore, that given the similarity in these two numbers, that this is where the additional float shares came from during this period imo.


Recap: As of December 31st 2006 and changes in brackets after:

AS: 250 million

OS: 164, 163, 003 (184,341,446 as of 19th April 2007).

Float: 13, 564, 620 : Large % of float held under Escrow. Free float stated as 3.79 million (15, 419, 557 as of 19th April 2007. None now held under Escrow. Additional 1, 854, 937 added to float)

A. Insider Ownership

Total = 8, 552, 000 (12, 375, 506. An increase of 3, 823, 506 since 31st December 2006)

B. Shares controlled by HCPC Subsidiary: First Independent Financial Group (of which Gwendolyn Carol Johnson and Walter Hinchcliffe are the controlling Directors)

First Independent Financial Group – FIFG = 103,500,000 (No Change as of 31st March 2007)

C. Shares held by major shareholders (> 5%)

Ed Johnson: 38,546,383 (No Change as of 31st March 2007)


Note: Ed Johnson is the husband of CEO, Gwendolyn Carol Johnson

C. Float

Float (estimate): 13,564,620 (15, 419, 557 as of 19th April 2007)

The OS has increased, mainly through the allocation of 5 million shares to Gwendolyn Carol Johnson in lieu of her annual compenstaion and 14.5 million to the Mazuma Corporation through the PPM.

The float has increased to 15, 419, 557. This is accounted for imo by:

Previous available public float of 3.79 million + 9, 774 620 previously held under Escrow + the selling of 681,003 by the company + the three previous insiders selling shares totalling 1, 168, 494 shares.

The float may increase more as and when the Mazuma Corporation decides to sell any of their shares, but they would only have entered into the PPM, if they saw the bigger picture of what the company plans to do imo. In that respect I don't forsee them selling at low levels and so that part of the float may be tied up for some time imo. The same applies to those insiders who have retained shares to date imo.

The fact that Gwendolyn Carol Johnson was prepared to receive 5 million shares in lieu of her annual 2006 compensation of $300,000 (which equates to $0.06 share, where current share price is just $0.012) suggests the confidence she has in the future of her company imo.

The float is still relatively small. 8.4% of OS. Insiders and family members control 91.6 % of the OS shares directly or indirectly through FIFG. The increased liquidity should assist MM's to create a market as discussed in my earlier post:

http://www.investorshub.com/boards/read_msg.asp?message_id=18372119

GLTA









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