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Re: e-ore post# 13508

Tuesday, 02/03/2009 11:15:45 PM

Tuesday, February 03, 2009 11:15:45 PM

Post# of 22253
SKYF ~ One of the key elements to note is that, historically speaking, Atwell had attempted at guiding the company through two potential reverse mergers in the past. This meant that the rumor that was spread around really made for a nice little jump-start for those who made the decision to buy in. Eventually, actually some miniscule weeks afterwards, this little head-start run simply erupted as a potential reverse merger candidate was, just as the rumor had suggested would occur, announced. As the merger failed to go through it ultimately slowly sank back down to where it began. This occurred TWICE as a matter of fact, under Atwell's reign that is.

The current conditions dictate for a repeat of history. Yes, history repeats itself and those who manage to learn from it manage to use that to their advantage. Several have bought in purely based on that theory. What had occurred on Friday (01/30/2009) was that all of a sudden someone had reactivated Sky440's listing on Nevada SOS site to "active". This in turn meant that a company that had sat silent for several months, wasn't all that silent at all. At this point, Nevada SOS also read a change in their CEO/President, by which Mr. Atwell was respectfully reinstated as he has now taken over. The key is that these sort of events don't occur regularly for any which random reason. Atwell is likely getting at something, perhaps even patiently waiting for the right time to announce the reverse merger candidate that he has finally allocated. Whether that works out or not, only time will tell. Otherwise it seems to be full of potential, hence why EDWARD STEVENSON not only continues lurking around there but also accumulating on this stock as well.

Link to Nevada SOS site for SKYF: http://tinyurl.com/d96bbz

As it so turns out, the authorized share count was increased just this tuesday(02/03/09), again as per Nevada SOS. Here this actually may contribute, once again, to the idea of an emerging reverse merger. There is no possible manner is which such an event can occur when the A/S is maxed out. It simply doesn't work. The options in such a scenario often leave managements with two choices: either conduct an appropriate reverse split to vacate some room, or otherwise increase the authorized share count. Atwell seemed to have picked the better of the two in such an effort. Essentially Sky440 Inc. is one step closer to hearing from the company any day now. It may take weeks but developments such as this only come along every so often. Knowing it's history of run(s), EDWARD STEVENSON will surely take his chances here. Take this article in understanding the process is a professional manner.

Need a Reverse Split? Avoid a Merger Proxy
By David Feldman
April 30, 2008

When a public shell is in the process of completing a reverse merger it often finds itself with too many issued and outstanding shares or not enough authorized shares. One solution is a reverse stock split. A reverse stock split is a pro rata reduction in the number of shares of capital stock of a company that are outstanding. It is often used to increase per-share price, or to make more authorized shares available in order to complete a reverse merger. At the time of the split, each shareholder still owns the same overall percentage interest in the company. Most states’ laws require a reverse stock split to be approved by shareholders, and this requires a proxy or information statement under SEC rules, if the shell is subject to the SEC’s reporting requirements. If the reverse split is a condition of the reverse merger, the SEC requires a much more complex merger proxy.

There are three lawful ways to avoid an involved merger proxy:

* If sufficient shares are available for issuance in order to consummate the transaction, the reverse merger is closed with the number of shares already existing. After the merger is completed, the combined company could then seek a reverse split that is not a condition to the merger and only a reverse split proxy is necessary.

* Even if insufficient shares are available, the shell might be able to issue pre-authorized shares of preferred stock that converts into common stock when a reverse split or increase in authorized shares is approved after the reverse merger. Other strategies are possible even if the shell does not have so-called “blank check” preferred stock.

* The SEC requires a full merger proxy when the reverse spilt is a condition to the merger. To address this provide in the merger agreement that the parties request a reverse split, contemplate it, but do not make it a condition to the transaction. Again, in this case only the much simpler reverse split proxy is necessary.

http://tinyurl.com/d3npkg


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