Wednesday, June 25, 2014 11:48:05 PM
http://ih.advfn.com/p.php?pid=nmona&article=59173964
On June 4, 2013, in accordance with Rule 10b-17 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we submitted the Issuer Company-Related Action Notification Form to FINRA. On June 26, 2013, we mailed an Information Statement to our stockholders notifying them of the approval of the reverse stock split. On August 15, 2013, we received a deficiency notice from FINRA pursuant to FINRA Rule 6490 notifying us that, based upon Rule 6490(d)(3(3), the reverse stock split would not be processed by FINRA. The deficiency was based upon FINRA’s actual knowledge that the SEC filed a civil injunctive action against us, Daniel J. Burns, our former chairman, and Robert F. McCullough, Jr., our Chief Executive Officer and Chief Financial Officer. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, in February 2011, the matter was settled. On August 21, 2013, we appealed the deficiency determination. A hearing has been scheduled for September 19, 2013 and we expect a final ruling shortly thereafter.
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In the event that we are unsuccessful in our appeal, we will not have sufficient shares to execute our business plan. In order to ensure that we have sufficient authorized shares to execute our business plan, on August 29, 2013, our board of directors executed a written consent authorizing the amendment to our certificate of incorporation to increase the number of shares of Common Stock that we are authorized to issue from 500,000,000 to 2,000,000,000 . On August 29, 2013, the holders of the majority of the issued and outstanding shares of our Common Stock and Series E Stock, voting together as a single class, acted by written consent to authorize our board of directors to effect the amendment in its discretion. Our board of directors intends to implement the amendment to our certificate of incorporation to increase the number of shares that we are authorized to issue in the event that our appeal of FINRA’s deficiency determination regarding our previously approved reverse split is not successful. Our board of directors does not intend to implement the amendment to our certificate of incorporation to increase the number of shares that we are authorized to issue in the event that we are successful in our appeal and FINRA processes the reverse split.
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