"I have a very good feeling about this!"?? Why?
What was cut n pasted- just sorta, kinda, left out a bit of info. A real important part of info from PAGE 51, FORM DEF 14C.
Kinda important to cut n paste the entire paragraph above a closing statement that says, "Apart from the above, there are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized."
Half the page above that statement was not cut n pasted. Here is the entire page- meaning, what that closing, last line is referring to:
"INCREASE AUTHORIZED COMMON SHARES
Material Terms, Potential Risks and Principal Effects Of The Increase of Authorized Common Share
Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive.
The increase in the authorized number of shares of Common Stock could have a number of effects on the Company's stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this action is not being presented with the intent that it be utilized as a type of anti-takeover device.
Stockholders should recognize that, as a result of this proposal, they will own a fewer percentage of shares with respect to the total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated and potentially executed by the Company in the future.
Plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock.
On November 20, 2013, we entered into an Investment Banking Agreement with Cassel Salpeter & Co. (“CSC”), who will act as exclusive third party financial advisor in connection with investment banking matters. The term of the Investment Banking Agreement shall be for a period of twenty four months unless terminated or extended in accordance with its terms. Part of these services may involve the closing of a Mezzanine Financing consisting of non-convertible subordinated debt and/or sale of equity securities. In the event a Mezzanine Financing is closed, additional securities may be issued. There are no definitive agreements at present for a Mezzanine Financing.
Apart from the above, there are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of Common Stock which are proposed to be authorized.
51"
End quotes, end of all of PAGE 51.
Thus, the last line means- that apart from the "above", that entire body of written text - the approved increase by the BOD to 2 BILLION shares, there are "currently" no plans to add anymore.
Kinda important IMO, not to use "selective" cut n pasting.
The share issue is a done deal. All that last statement says, it that no more "plans" to issue/authorize more than the 2 BILLION are "presently" planned.
When something says, "apart from above" and is the last line on a page, with a bold header titled, "INCREASE AUTHORIZED COMMON SHARES", one needs to read and cite the entire page "above", not just the selective part that "sounds good", or whatever, IMO.
All that page means and says IMO, using basis English comprehension, is that 2 BILLION shares are now authorized/approved and "at present" (date of that document) there are currently no more plans to "authorize" anymore. Of course shares are being "issued" on a near daily basis with this company- it went from 420 million as of the 10-K filing, to already 463 million as of the date of the FORM 14. By this next 10-Q, my guess is it will even be much greater than that.
