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news:http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3DCOMTEX%5Cbw%5C2007%5C07%5C16....
wow, this came out 2 days ago...looks like no one gives a f*&k....
there's so much interest in this now that it hasn't even moved...
GOOD JOB DLII...The international campaign sucks as bad as your chicken, not to mention everyones position in this POS stock!!!
I've still got mine. Waiting for the bounce from hell...lol....et z
Hookers.....LMFAO.......et z
Well it isn't like we didn't tell those morons....et z
Can't read it.....what does it say?....et z
hookers got 5x as much as us..ill be damned...
according to some simple math, if we add
26,500,000 DLII
12,036,390 corporate debt settlement
500,000 services (hookers in vegas)
----------------
39,036,390
now we take total outstanding 39,125,141
minus 39,036,390
------------
88,751 left for investors
the only reason i bring this up is because this is almost exactly what the remaining stock was after the r/s...i just find it strange.
On June 13, 2007, the Company affected a 1 for 1,000 reverse
split of its shares of common stock resulting in 88,750 shares
of common stock issued and outstanding. On June 15, 2007,
the Company issued 26,500,000 shares of common stock in exchange for
100,000 shares of Dixie Lee Food Systems (USA), Inc., a New York
corporation, which represented 100% of the shares of common stock
of that New York corporation. That corporation is operating as
a wholly owned subsidiary of the Company.
On June 15, 2007, the Company issued 500,000 shares of common
stock in exchange for services.
On June 18, 2007, the Company issued 12,036,390 shares of
common stock for settlement in full of corporate debt to a
number of non-affiliates and non-control persons
and business entities.
As of June 30, 2007, there were 39,125,141 shares of
common stock issued and outstanding, with Dixie Lee Food
Systems (USA), Inc. owning 26,500,000 shares of common
stock which is 67.73% of the Companys issued and outstanding shares of
common stock.
I sold my shares after the R/S they screwed us..tell them that..LOL most on the board would agree...
Ref: Dixie Lee
An Associated Press (AP) writer is in the process of a work up on this story, she has contacted me about Dixie and another company, she eventually will be contacting the company for comment.
Will advise as updated.
All the best.
DLII 8-K.
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 6, 2007
____________________
Commission File No. 333-91484
____________________
DIXIE LEE INTERNATIONAL
INDUSTRIES, INC.
(formerly known as WOOD PRODUCTS, INC.)
(Name of small business issuer as specified in its charter)
Nevada 98-0363723
State of Incorporation IRS Employer Identification No.
7 Snow Road
Napanee, Ontario, Canada K7R 0A2
(Address of principal executive offices)
Registrants telephone and telefax number, including Area Code
613.354.7999; fax 613.354.7982
------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
2.01 Completion of Acquisition or Disposition
On June 15, 2007, the Company entered into an Agreement Concerning the
Exchange of Securities By and Among Dixie Lee International
Industries, Inc. and Dixie Lee Food Systems (U.S.A.), Inc. and
the Securities Holders of Dixie Lee Food Systems (U.S.A.),
Inc., a copy of which is attached as an Exhibit. This Agreement
provides that the Company issues 26,500,000 shares of common stock
in exchange for 100,000 shares of common stock of Dixie Lee
Food Systems (U.S.A.), Inc., a New York corporation,
representing 100% of the issued and outstanding shares of
common stock of Dixie Lee Food Systems (U.S.A.), Inc. This
share exchange provides the Company will own all of
the assets of Dixie Lee Food Systems (U.S.A.), Inc. which is
the Franchisor and trademark holder of Dixie Lee Restaurants, located
primarily in Eastern Canada. Website: www.dixieleechicken.com.
Joseph Murano, the President and Board Chairman of the Company
is also the President and Board Chairman of Dixie Lee Food
Systems (U.S.A.), Inc. and now holds over 67%
of the Companys shares of common stock.
3.02 Unregistered Sales of Equity Securities
On June 15, 2007, the Company issued (i) 26,500,000 shares
of common stock pursuant to the Agreement Concerning the
Exchange of Securities By and Among Dixie Lee International
Industries, Inc. and Dixie Lee Food Systems (U.S.A.), Inc. and the
Securities Holders of Dixie Lee Food Systems (U.S.A.), Inc.
and (ii) 500,000 shares of common stock in exchange for services
of officers, directors and significant employees.
Those shares were issued under the provisions of Section 4
(2) of the Exchange Act to the
following:
(i) 26,500,000 shares of common stock Dixie
Lee Food Systems (U.S.A.), Inc. to be further transferred
to Joseph Murano, the sole shareholder of Dixie Lee Food
Systems (U.S.A.), Inc., at a later date, and
(ii) 150,000 shares of common stock Joseph Murano
100,000 shares of common stock Mark Graham
100,000 shares of common stock David Silvester
100,000 shares of common stock Ronald Silvestri
50,000 shares of common stock Noele Murano
5.01 Changes in Control or Registrant
On May 31, 2007, the Company had 88,750,000 shares of common
stock issued and outstanding with the 2 control shareholders,
First Financial Consultants, LLC holding 26,000,000 shares
of common stock and Milagrosa Vista Corp. holding 29,000,000
shares of common stock. These two control shareholders
together held 55,000,000 shares of common stock resulting
in 61.97% equity ownership of the Company.
On June 13, 2007, the Company affected a 1 for 1,000 reverse
split of its shares of common stock resulting in 88,750 shares
of common stock issued and outstanding. On June 15, 2007,
the Company issued 26,500,000 shares of common stock in exchange for
100,000 shares of Dixie Lee Food Systems (USA), Inc., a New York
corporation, which represented 100% of the shares of common stock
of that New York corporation. That corporation is operating as
a wholly owned subsidiary of the Company.
On June 15, 2007, the Company issued 500,000 shares of common
stock in exchange for services.
On June 18, 2007, the Company issued 12,036,390 shares of
common stock for settlement in full of corporate debt to a
number of non-affiliates and non-control persons
and business entities.
As of June 30, 2007, there were 39,125,141 shares of
common stock issued and outstanding, with Dixie Lee Food
Systems (USA), Inc. owning 26,500,000 shares of common
stock which is 67.73% of the Companys issued and outstanding shares of
common stock.
5.02 Departure of Directors or Principal Officers
On May 23, 2007, Mark Smith resigned as President,
Secretary and Sole Director and the
following officers and directors were installed:
Joseph Murano, President and Board Chairman
David Silvester, Vice-President and Director
Mark Graham, Secretary and Director
5.03 Amendment to the Articles of Incorporation
The following is the document which reflects the Restated
and Amended Articles of
Incorporation:
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
WOOD PRODUCTS, INC.
ARTICLE I
(Corporate Name)
The name of this corporation shall be:
DIXIE LEE INTERNATIONAL INDUSTRIES, INC.
ARTICLE II
(Duration)
This corporation shall have perpetual existence.
ARTICLE III
(Purposes)
The purpose of this corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the laws of the State of Nevada other than the
banking business, the trust company business, the insurance
business or the practice of a profession permitted to be
incorporated under the laws of the State of Nevada.
ARTICLE IV
(Shares)
The aggregate number of shares which the corporation shall
have authority to issue, including the classes thereof and
special provisions are as follows: 260,000,000 shares; 250,000,000
shares of voting, common stock, with a par value of $0.001 and
10,000,000 shares of preferred stock, with a par value of
$0.001. The shares of preferred stock may be issued in a series
of designations. The shareholders shall not have the right to
accumulate votes in the election of directors with respect to
shares of common stock in the corporation. Each share of
common stock shall be entitled to one vote. The holders
of the shares of preferred stock are entitled to receive
the net assets of the corporation upon dissolution. The
Board of Directors are entitled to restructure the issued and
outstanding shares of stock with respect to a forward or
reverse split, without a formal shareholders meeting, general
or special meeting, providing that fifty percent (50%) of
the shareholders agree to the share reorganization within
the limits of the share capitalization of 250,000,000 shares
of voting, common stock. Such shareholder vote may be obtained
by telefax or other means of communication to obtain the shareholders
vote. When, as and if the shareholders of the Corporation
vote to restructure the Corporations issued and outstanding
shares of common stock by either a forward (up to
the authorized share capital) or reverse split of the
issued and outstanding shares of common stock, the authorized
capital remains the same and does not forward or reverse
split along the issued and outstanding shares of common stock.
ARTICLE V
(Directors)
The initial number of directors and original incorporators
of this corporation shall be one (1), whose name and address is as follows:
Joseph Murano, President, Board Chairman
C/o Nevada Business Services
1805 North Carson, #188
Carson City, Nevada 8970
ARTICLE VI
(By laws)
The authority to make By laws for the corporation is hereby
expressly vested in the Board of Directors of this corporation,
subject to the power of the majority of the shareholders to
change or repeal such By-laws. Any such change in the By-laws
must be in agreement by the majority (fifty percent or more)
of the shareholders. The Board of Directors shall not make
or alter any By laws fixing their qualifications, classifications,
terms of office or extraordinary powers without first securing .
the approval of the majority (fifty percent or more) of the
shareholders. Such majority approval may be obtained by
the Board of Directors without the necessity of a Special
or Extraordinary General Meeting of the corporations
shareholders. Such majority shareholder approval may be
obtained by written proxy statement or a polling of the
shareholders by telephone or telefax.
ARTICLE VII
(Amendment to Articles of Incorporation)
The Board of Directors reserves the right to amend,
alter, change, or repeal any provision contained in these
Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred on the
corporation herein are granted subject to this reservation.
ARTICLE VIII
(Registered Agent & Registered Office)
The name and street address of the Registered Agent
is Nevada Business Services, 1805 North Carson, #188, Carson
City, Nevada 98006.
ARTICLE IX
SHAREHOLDER VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS
To be adopted by the shareholders, the following
actions must be approved by each voting group of
shareholders entitled to vote thereon by a majority
of all the votes entitled to be cast by that voting
group. Such majority may be obtained via telefax or
other valid means of communication:
(a) Amendment of the Articles of Incorporation;
(b) A plan of merger or share exchange;
(c) The sale, lease, exchange or other disposition
of all or substantially all of the corporations assets,
other than in the usual and regular course of business; or
(d) Dissolution of the corporation.
ARTICLE X
(Commencement of Business)
This corporation shall commence business upon
receiving its corporate license.
IN WITNESS WHERE, the Board Chairman has hereunto
set his hand in duplicate
originals this 29th Day of May 2007.
______________________________________
Joseph Murano, President, Board Chairman
8.01 Other Events:
The Company appointed a new registered agent in the State of
Nevada. The registered agent is Nevada Business Services, 1805
N. Carson, #188, Carson City, Nevada 89701. The Company moved
its operations office to that of its subsidiary corporation at 7 Snow
Road, Napanee, Ontario, Canada K7R 0A2 and lists a United States
office with the State of Nevada in care of PSA, 14455 Preston
Road, #128, Dallas, Texas 75254.
SIGNATURES Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By /s/ Joseph Murano_
President and Director
By /s/ Mark Graham__
Secretary and Director
July 6, 2007
That would be nice and shareholder friendly.Thanks for the post.
IR Alluded To an FS
..in the strongest possible terms in a conversation with me, in the 3-4.00 range, after a period of months.
They were trying to get me to calm down, and this is the tidbit they offered, as a way of getting my money back. I had just finished telling them the thing was going to go to a quarter.
I find your scenario totally plausible.
fringe
It's a crummy deal man, gl.
i believe that DLII is the only one on the bid...they're buying back all the shares...they don't care about waiting it out because it's our shares they want...mark this post...DLII will walk this down to nothing in a matter of months on little to no volume before a massive news blitz and a forward split...just my opinion, but it's the only one that makes sense...investors (myself included) would rather jettison a pos like DLII for something that moves...and with most of us holding 200 or less shares, does anyone really care about a couple hundred dollars in the grand scheme of things? bad karma is right...do they deserve fleas in their armpits? Yes!
Who in the world would have bot that?
$3.00/share pretty expensive for an Astrom Chicken Sh&t Stock
ROFLMAO..Fleas..LOL
Yep.. Now They Have a Dead Beat
.. and they have nobody to blame but themselves for their greed, and the even greedier dorks they went to bed with.
May a thousand fleas infest their armpits.
fringe
Great point fringe. They had already made it known publicly that they were the company we were investing in. That doesn't make it illegal, but it could hurt them substantially in the court of public opinion.
no doubt...this pos has dropped 90% with about 300 shares traded...i say it gets liquid at about .25 cents...when i think about it i'm in awe at the stupidity...it would be trading strong if they would have left the share structure alone...
When I Wrote DLII Brass
that this stock would be trading a quarter before it ever saw ten dollars again they stopped talking to me.
fringe
looks like smart $$$ sold @ 3.00...that will be the last time this Piece O Sh*t ever sees 3 again!
well have him look at MRXT..while hes at it..I got screwed twice LOL
My Thoughts Exactly
The kharma of that 1000:1 RS will follow them for a long time. This is just the beginning.
Of course, they don't think so.
I have talked to a close friend who is studying security law, with a view to becoming a layer in the field. He is of the opinion that unless no misleading statements were made prior to the material change, then taking these guys to court on the basis of the RS alone would be moot.
I still have one other person who is very interested in this, because it is so obviously a stock scam involving the stealing of our money, as we thought we were DLII investors on the ground floor. He may be able to help, and I am pursuing this with him.
Don't forget, through the Nevada SOS site they publicly announced DLII were the new owners, and they confirmed this to us, PRIOR to the RS. Then, immediately afterward, they bloated the stock by 39MM shares. Herein will lie their conundrum... because it wasn't WPRO R/S'ing.. it was DLII. In esseence, DLII screwed its shareholders.
fringe
still no market... what a bunch of knuckle heads running this show LOL...
Company Information Disclosure Statement released yesterday:
http://www.pinksheets.com/quote/finance.jsp?symbol=DLII
Yeah, MRXT got me, even after reading this thread, I'm hoping it works out for you guys here and then carries over to MRXT.
Ken's at it again. 1000 for 1 RS just announced on MRXT.
Waiting For the PR -e-
Fringe any new developments?
Did you try to put them in at say $50 first?....If anyone has at least a block left, would be interesting to see if they lower the ask from 300........z
I believe I can talk whoever started that DixieLeeSucks.com website into taking it down if they make this right for us.....You might mention a 500-1000 share Roundup for us....that would at least take some of the sting out of it......z
Come on Penny....at least leave your board mark....lol..et z
Sick em Fringe!!....Good deal....et z
im already out..
Spoke to an attorney and he said that those that bought for a Dixie Lee merge have a good argument and the old WPRO shareholders might have options as well. I'm ready to fight the good fight! Take note Dixie Lee. I'm in less you do something favorable for your shareholders.
un marking this board and getting on with my shtty life.
un marking this board and getting on with my shtty life.
I dumped 23 shares..just for shts and giigles
I Just Sold 106 Shares At The Bid.
It took one second to do it. That's how illiquid this thing is.
Now, who bought them? I'd like to see some more trading..... to get a better picture of what is shaping up here.
I understand that a PR is due out Friday or so.
fringe
so 3.00 - 5.00 why shouldnt I smak the bid now?..idiots..
We Need to Come together On This
...in order to validate our voice. They will feel us.
fringe
Report
I just got off the telephone with Robert Adams in a CC with his boss, Chuck. They phoned me.
They are urging us not to go ahead with this 'smear' campaign, claiming this is a good stock for the future. I told them we bought the stock because we thought the same thing, and our problem was not with the future but with what is now the past: that our money was stolen.
They told me (in a nice way) to get over it. They told me that trying to hurt the company here was the wrong thing to do. I told them we will do whatever we think is appropriate to get our money back.
They said that a voting block has been created (the 39MM). They said that this deal is really being managed by the Stewart fellow who we saw on the Nevada SOS takeover, not the Canadians. (Joe Murano would not talk about this when I questioned him on it a week and a half ago). Stewart apparently has the backgound to pull this off. They said big money will be arranged to float this thing properly, put together by known investment groups who finance large restaurant operations from scratch, in the public realm. Nothing toxic, just solid groundlaying.
They said expect a PPS of between $3-5.00 soon after it goes back into trading. You can see that by not allowing trading on this stock right now they are not willing to let it be bought at lower prices. I told them that when it DOES open for trading it WILL be bought for lower prices... much lower. It's a non-reporting pink sheet stock. They understand and agree with the assessment.
They are sending me a profile of Stewart, and some more company information.
This thing will take several months to put together. I expect trading opportunities to be at their best when it first opens up, as many here do also.
IR is reading this thread now, and the DixLeeSux.com thread also.
Carpe Diem. We are going to keep the pressure on and move ahead with our plans. Please PM me on your involvement on the plaintiff side of things rather than discuss it in a public forum. Let's go Godot.
fringe
Count me in too! My $1500 bucks invested here is now just about worthless, Nice work Fringe, let me know what you might need from my end!
Wow Nice Job Fringe, I hope this at least makes them think for once .
On that note...ill HOLD :) thanks fringe..ill shoot him an email also...
PR Coming, Maybe LOL...
Robert Adams, IR for DLII , never called back like he said he would. So I dropped him a note....
Here's how the dialogue went. I have substituted my Internet moniker here to protect the innocent LOL.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
From: me, the fringe
Sent: Tuesday, June 26, 2007 5:42 PM
To: Robert Adams
Subject: Re: Phone Call
Interesting phone call we never had.
fringe
~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Dear Mr Fringe....
Thank You – for following up and I apologize – my outlook crashed and I had lost the number….
Dixie Lee had asked that I send the release for them… and handle a few phone calls – I am going to be handling the IR for them and have scheduled a meeting later on in the week! To discuss the DLII – I have made notes of all shareholders concerns and will have explanations – reasons and current company information. What I would like to do is follow-up late Thursday or Friday.
BA
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Robert;
Yeah, that damn Outlook eh?
Let me recap what has taken place, in case you have lost track of that too.
We invested in WPRO when we discovered Joe and one other Dixie officer had assumed control of same. We knew that they would take DL public through this vehicle. Murano was very surprised we found out, but, that's what we do. What we didn't reckon on was the 1000:1 RS, totally over the top on a play like this.
We were destroyed by it. It left us with shares reduced by the power of one thouseand and DLII priced at ten dollars per, on the pinksheets, totally ludicrous. That share price could not survive. I wrote the DLII principals immediately in disbelief, seeing as we had been on the telephone only hours before, they assuring me that our investment was safe with them, that the recently issued 100MM shares were there to work with over the long term, and not part of a reversal.
The day after we sent DLII principals a plan to appease, involving a 100:1 FS plus new shares. This was almost two weeks ago now. This plan had to be acted upon before Murano started to issue new shares. He told me he would look at it. You were forwarded this plan for some reason by Silvestri.
Joe Murano and his buddies stole our money, and now has started to flood the market with new shares. You told one of us last week there were 39+MM new shares to be issued. This must be the information in the forthcoming PR you are so anxious to get out.
Tell ya what Robert... seeing as the company won't talk to me anymore,... I have the shareholder concerns, not you, and they have told me to go ahead and start a class action suit. We are going into discussions with lawyers on this shortly. DLII makes good money and they are going to be very interested in representing us. We will also be in contact wth the Ontario Securities Commission next week through a third party who has their ear and clout.... the OSC are going to love this one, right on the heels of Scam Vucicevich of SLJB and more recently Select American Transfer And Bogus Print of Toronto, agent for any number of pinkie rip offs over the last year that fleeced Investors. Guess what Robert... that's us too... we are those Investors. We are connected all the way through on this stuff, and have been very proactive in bringing these dudes to various authorities' attention.
We don't need to continue with this form of BS communication with you, as agent for the company. We are acting for our own interests now, seeing as the company we invested in is not. Next time DLII hears from us, it will be loud, clear and formal.
I'd say you've got until about Friday to turn this POS around, because next Tuesday our plan goes into gear.
Best regards,
XXXXXX
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