Wednesday, October 22, 2014 2:37:57 PM
NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SHARES OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS, DATED SEPTEMBER 24, 2014.
To the Company’s Shareholders:
NOTICE IS HEREBY GIVEN that the following action has been approved pursuant to the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company dated September 24, 2014, in lieu of a special meeting of the shareholders.
1. To authorize the board of directors of the Company to amend its Certificate of Incorporation to effectuate a one-for-ten (1:10) reverse stock split (“Reverse Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”).
OUTSTANDING SHARES AND VOTING RIGHTS
As of the record date of September 24, 2014 (the “Record Date”), the Company's authorized capitalization consisted of 2,500,000,000 shares of Common Stock, of which 1,849,455,297 shares were issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders. However, because shareholders holding a majority of the voting rights of all outstanding shares of common stock as of the Record Date have voted in favor of the foregoing action by resolution dated as of the Record Date, no other shareholder consents will be solicited in connection with this Information Statement.
Shareholders of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the action described herein will not be implemented until a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates that the amendments discussed above will be effected on or about the close of business of _____, 2014.
This Information Statement will serve as written notice to shareholders pursuant to Section 78.370 of the Nevada Revised Statutes.
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