Reverse Splits

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WCRSD "Reasons for and Potential Consequences of the Reverse Stock Split

The primary purpose for the reverse stock split is to eliminate fractional shares of our outstanding common stock and other fractions of shares that are on our books and records. Fractional shares of our common stock are outstanding due to distributions of stock made by some of our stockholders. These distributing stockholders are typically limited liability companies or partnerships that have effected distributions to their equity owners on account of those owners’ interests in those distributing stockholders. In addition, as of the date of this information statement, we have fractions of shares set forth on our books and records that resulted from a prior reverse stock split effected on June 23, 2014, which did not involve a compulsory share certificate exchange. These fractions of shares represent only the right to receive payment on account of those fractions, and as such, the Company will mail payment to these holders for his, her or its share fraction and those share fractions will be cancelled prior to effecting the reverse stock split described herein.

The Board of Directors has determined that the outstanding fractional shares and the fractions of shares remaining on our books and records are not in the best interests of the Company or its stockholders. Many if not most brokerage firms will not accept certificates representing fractional shares since those fractional shares cannot easily be sold in the public markets. As a result, our stockholders holding certificates with fractional shares are forced to bear the burden and expense of dividing their share certificate into two share certificates—one representing only whole shares and a second representing only fractional shares. This process takes significant time dealing with our transfer agent and our brokerage firm. It is not unusual for stockholders or their brokerage firm to call the Company or its legal counsel with questions about how to deal with the fractional shares, and questions posed to our legal counsel end up costing the Company legal fees. In addition, our transfer agent (like most transfer agents) charges a stockholder a fee for the exchange or replacement of share certificates.

In sum, we believe that the reverse stock split is in the best interests of our Company and our stockholders because it will:

· Make it easier and more cost effective for many of our stockholders to place their shares in brokerage;

· Make it easier and more cost effective for our stockholders to buy and sell our common stock;

· Result in the issuance of new certificates reflecting the fact that the Company recently reincorporated in the State of Delaware; and

· Result in the elimination of fractions of shares that remain on the Company’s books and records from a prior reverse stock split effected in June 2014."

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11536691