Don't fall in love with any of them
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Why would someone put 148K shares @ .0027 when over 500K just went through @ .0029....dont make any sense
I have been up and down on this one so many times and each time I have averaged down and held and made good money EVERY time, panic sellers is all we are seeing
.90 cent sell, really????
effing whackers, some people need their computers taken away
Don't know, certainly a different start than the last few days
200K trade @ .0012 pre-market hmmm
It will bounce back, always does, played this one many times, good entry point IMO
Agree, adding more at these levels, the patient will be rewarded
I agree, sure seems like someone knows something that we don't know yet, worth throwing a little $$ at to see
Added a few more .0003s today myself
Slow day all over today, still thinking those large block buys that went off Wednesday are a sign of something coming, 96 mil volume that day. JMHO
FRIDAY.....ZZZZZZzzzzzzzzzz
one wacker @ .002 that needed some coffee money, back @ .0027 now
.0013x.0015 PM ATYG
OK I threw in an order for 100K shares, anyone gonna help
Somebody just got a bargain, beat me to it
Wacker needed lunch money...lol
Good day, good close, still holding all shares
Would be nice if this did but it won't
You people are really stretching now, Bill Gates, come on, get real, he follows a lot of people on Twitter, does that mean he is going to buy them too???
2 mil plus now, I'm loaded and ready to watch
OK..took the .0015s out.500K
Thinking seriously about taking out those .0015s and .0016s
Your right 14K
7.6 mil trade hmmm, buy or sale?
Added more @ .0035
Have a good evening all, hoping for news tomorrow, will be mobile all day tomorrow
OK we got it past those .0056s.....next
Ok got mine, they split it up
OK, will add 50,001 so you know my word is good
I will take 50K of the .0056s @ 2:15, who's with me to get them out of the way?
I'm with you, have a lil over 2 mil shares @ ,0019 average, in for the long haul, bought first shares back in April
Post 36383, posted this last night and got bashed....hmmmmm
Can you say done, this stock was pumped for weeks all over IHUB and Twitter without needing to be, people get tired of all that, interest is over and so is this stock, bail while you can. GLTA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
S Preliminary Information Statement
o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
o Definitive Information Statement
East Coast Diversified Corporation
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
S No fee required.
£ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
£ Fee paid previously with preliminary materials.
£ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF EAST COAST DIVERSIFIED CORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
East Coast Diversified Corporation
810 Franklin Court, Suite H
Marietta, Georgia 30067
(770) 953-4184
INFORMATION STATEMENT
(Preliminary)
May 31, 2012
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of East Coast Diversified Corporation:
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock, par value $0.001 per share (the “Common Stock”), of East Coast Diversified Corporation, a Nevada corporation (the “Company”), to notify the Stockholders that on May 9, 2012, the Company received a unanimous written consent in lieu of a meeting of the holders of majority of the Company’s Series A Preferred Stock (the “Series A Preferred”). Each share of Series A Preferred has the equivalent of 100 votes of Common Stock. Currently the Board of Directors hold 23,467,607 shares of Common Stock and 1,347,093,500 shares of Series A Preferred (the “Series A Holders”) resulting in the Series A Holders together holding in the aggregate approximately 56.1% of the total voting power of all issued and outstanding voting capital of the Company (the “Majority Stockholders”). The Majority Stockholders authorized the following:
— The increase in the number of authorized shares of Common Stock from nine hundred and fifty million (950,000,000) shares of Common Stock to Two Billion (2,000,000,000) shares of Common Stock (the “Authorized Share Increase”); and
On May 9, 2012, the Board approved the Authorized Share Increase and recommended to the Majority Stockholders that they approve the Authorized Share Increase. On May 9, 2012, the Majority Stockholders approved the Authorized share increase by written consent in lieu of a meeting in accordance with Nevada law. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase.
We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about June 11, 2012.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes the Authorized Share Increase is necessary and advisable in order to maintain the Company’s financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment.
Accordingly, it is the Board’s opinion that the Authorized Share Increase would better position the Company to attract potential business candidates and provide the Stockholders a greater potential return.
2
INTRODUCTION
Nevada law provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action.
In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about June 11, 2012.
This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board of East Coast Diversified Corporation (the “Company,” “we,” “our,” or “us”) and the Majority Stockholders.
Common Stock
As of May 29, 2012, there were 644,451,204 shares of our Common Stock and 18,471,596 Series A Preferred issued and outstanding, respectively. The Series A Preferred shares have voting rights of 100 votes per share. Based on the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the Actions is approximately 2,491,896,518. Pursuant to Nevada law, at least a majority of the voting equity of the Company, or at least votes, are required to approve the Authorized Share Increase by written consent. The Majority Stockholders, which hold in the aggregate 1,397,561,107 voting shares or approximately 56.1% of the voting equity of the Company and have voted in favor of the Authorized Share Increase thereby satisfying the requirement under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholders, the number of shares of Common Stock and Series A Preferred held by the Majority Stockholders, the total number of votes that the Majority Stockholders voted in favor of the Authorized Share Increase and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
Name of Majority
Stockholder Number of Shares
of Common Stock
Beneficially held Number of Shares of Preferred Stock Beneficially held Number of Votes that Voted in favor of the Authorized
Share Increase Percentage of the
Voting Equity that Voted in favor of the Authorized Share Increase
Kayode Aladesuyi 2,500,000 8,148,662 817,366,200 32.80 %
Frank Russo 7,073,895 1,477,041 154,777,995 6.21 %
Edward Eppel 204,409 102,041 10,408,509 0.42 %
Anis Sherali 13,689,303 4,013,191 415,008,403 16.65 %
ACTIONS TO BE TAKEN
The Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.
3
INCREASE IN THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
GENERAL
The number of authorized shares of our Common Stock will be increased from nine hundred and fifty million (950,000,000) shares to two billion (2,000,000,000) shares (the “Authorized Share Increase”).
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment. The additional one billion and fifty million (1,050,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock. Other than issuances pursuant to employee benefit plans, stock options and derivative securities, the Board has no current plans to issue any of the additional shares of Common Stock that would be authorized by this proposal. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of May 29, 2012 of (i) each person known to us to beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors and named executive officers as a group. As of May 29, 2012, there were a total of 644,736,918 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote. The column entitled “Percentage of Outstanding Common Stock” shows the percentage of voting common stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of May 29, 2012 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
4
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Percent of Class (2)
Kayode Aladesuyi (3) 167,973,240 20.73 %
Frank Russo (4) 43,688,610 6.41 %
Edward Eppel 2,449,638 .38 %
Anis Sherali (5) 107,642,426 14.57 %
All Directors and Executive Officers as a Group (4 persons) 321,753,914 42.09 %
(1) “Beneficial Owner” means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power. The mailing address for all officers and directors is 810 Franklin Court, Suite H, Marietta, Georgia 30067.
(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 644,736,918 shares of Common Stock outstanding as of May 29, 2012, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.
(3) This total includes 3,329,200 shares held by Mr. Aladesuyi’s five dependent children; 1,119,440 shares held by Mr. Aladesuyi’s wife, Andrea Rocha; and 42,698,060 shares held by BBKN&K LLC, of which Mr. Aladesuyi is the managing member; of which he has voting and dispositive power.
(4) This total includes 151,210 shares held by Mr. Russo’s three dependent children, of which he has voting and dispositive power.
(5) Includes 250,000 shares held by Mr. Sherali’s wife, Farah Sherali, of which he has shared voting and dispositive power.
5
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
(1) Annual Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 2011;
(2) Quarterly Report on Form 10-Q for the three months ended March 31, 2012;
(3)
Current Reports on Form 8-K, as filed with the SEC on May 8, 2012.
You may request a copy of these filings, at no cost, by writing East Coast Diversified Corporation at 810 Franklin Court, Suite H, Marietta, Georgia 30067 or telephoning the Company at (770) 953-4184. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 810 Franklin Court, Suite H, Marietta, Georgia 30067 or telephone at (770) 953-4184.
If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
6
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/Kayode Aladesuyi
Chief Executive Officer
Dated: May 31, 2012
7
You are absolutely correct, you have the right to your opinion, come back after the news and give it to us again...JMHO
Thats why I am holding and still adding wstreet
Thankful for the "Ignore This Member" button lol
LOL, one on every board
Holding, waiting on these to develop: No brainer
Tuesday, May 29 2012 10:50 AM, EST Infrastructure Developments Corp. Issues Corporate and Shareholder Update GlobeNewswire "Press Releases"
SALT LAKE CITY , May 29, 2012 (GLOBE NEWSWIRE) -- Infrastructure Developments Corp. (OTCBB:IDVC) (the "Company") wishes to clarify certain considerations regarding the public market for its common stock and recent business development activities.
Over the past fifteen months the Company borrowed $214,000 from an investment firm to finance the startup of its U.S. Navy "Lido" project in Indonesia as well as for general corporate expenses. The Company borrowed the funds on terms that included a conversion option at a discount to the trading price in the market. The subsequent conversion of the debt to stock, and the apparent liquidation of stock in the market, resulted in a significant increase in IDVC's public float which increase may have resulted in the drop in IDVC's stock price over the past ten months.
Except for $2,000 , all convertible debt that is currently entitled to conversion has been converted to stock as of today's date. The Company plans to repay the remaining balance of $39,000 that will become convertible beginning in September 2012 prior to any such conversion.
The Company's losses from the Lido project - due to disputes with local subcontractors and the subsequent termination of the project - resulted in its inability to repay the previous convertible debt. As detailed in the Company's quarterly and annual reports, its Asian region U.S. military contracting operations division has been suspended due to low margins, heavy competition, and lack of funding to advance start up cash for larger projects.
As also reported in the Company s annual and quarterly reports, it has written off all losses from its quarry operation in the United Arab Emirates , converted nearly all outstanding debt to equity, and has now stabilized its financial situation. The Company is in position now to grow it new businesses with a clean balance sheet and reduced operating losses.
"Due to the previous economic downturn, increased competition in our target markets, and military funding reorganization, we were not as successful in procuring government contracts in the past year," stated the Company's 's CEO Thomas R. Morgan . "However, with the diversification of our business model into the clean energy arena, coupled with the realignment of strategy as it applies to military activities and other Southeast Asian operations, I am hopeful that we will regain our corporate foothold. I look forward to a much improved outlook for the second half of the current fiscal year."
The Company continues to evaluate the potential acquisition of InterMedia Development Corporation , a media production company and defense contractor based in Fairfax, Virginia . The Company is awaiting audited financial statements from InterMedia as required to proceed with a merger.
The Company is also in the process of formalizing its relationship with Cleanfield Energy, Inc. , with a proposed acquisition plan being currently negotiated and expected to close within the week. Cleanfield is properly set up for compressed natural gas conversions in the Southwest U.S., and is currently bidding on fleet conversions.
Lastly, the Company has been selectively bidding to manage private projects in the booming Thailand construction market, and believes that it will be successful in winning projects that have clear profit margins and no advance funding requirements.
Forward-Looking Statements:
A number of statements contained in this press release are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties including the acquisition of InterMedia and Cleanfield as subsidiaries, the Company's ability to procure design and management projects, competitive market conditions, and its s prospects for securing additional sources of financing as required. The actual results that the Company may achieve could differ materially from any forward-looking statements due to such risks and uncertainties. The Company encourages the public to read the information provided here in conjunction with its most recent filings on Form 10-Q and Form 10-K. The Company's public filings may be viewed at
www.sec.gov.
CONTACT: Infrastructure Developments Corp. Thomas Morgan , CEO 801.488.2006 trmorgan@idvc.us www.idvc.us
Source: Infrastucture Developments Corp.