Hybrid Coating Technologies Inc (fka HCTI)

[dholmes791]

clarification of the PRER14C. repost

The A/S reduction(all classes of shares) and O/S "rollback"(all classes of shares) are shown as two separate events; the rollback in and of itself is only referring to the actual 200:1 split that involves the current outstanding shares of common stock, series A, and series B shares.

since the rollback does not change the A/S 200:1, it has been clarified in the PRER14c.

the two separate events that I speak of would be distinguished below as paragraph 1 of article 4, and the paragraph that was added following paragraph 1 of article 4.

event 1 is the reduction of all classes of shares A/S per paragraph 1. hence the A/S reduction chart in the PRE14C.
event 2 is "the rollback" of all classes of shares 200:1 per the added paragraph, hence the O/S reduction chart in the PRER14C.

I hope that clarifies what mick was saying.

From the PRE14C amending paragraph 1.

The Articles of Incorporation of Hybrid Coating Technologies Inc. are amended as follows:
1. The first paragraph of Article 4 of the Articles of Incorporation has been amended and shall read as follows:

“Fourth. That the aggregate number of shares which this Corporation shall have the authority to issue is four hundred and one million six hundred thousand (401,600,000) shares, consisting of: (i) four hundred million (400,000,000) shares of Common stock with a par value of one tenth of one cent ($0.001) per share, (ii) eight hundred thousand (800,000) shares of Series A Preferred Stock with a par value of one tenth of one cent ($0.001) per share, and (iii) eight hundred thousand (800,000) shares of Series B Preferred Stock with a par value of one tenth of one cent ($0.001) per share. A description of the relative rights, voting power, preferences granted to, and restrictions imposed on each series of Preferred Stock are as set forth in this Article 4.

From the PRER14C, adding a paragraph following paragraph one of article 4.

The Articles of Incorporation of Hybrid Coating Technologies Inc. are amended as follows:
1. That Article 4 of the Certificate of Incorporation of the Corporation, is amended to insert the following paragraph immediately following the last sentence of paragraph one:

“Fourth. Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment with the Nevada Secretary of State,: (i) every two hundred outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock; (ii) every two hundred outstanding shares of Series A Preferred Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Series A Preferred Stock; and (iii) every two hundred outstanding shares of Series B Preferred Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Series B Preferred Stock ( (i), (ii) and (iii) collectively referred to as the “Rollback”). No fractional share shall be issued in connection with the foregoing Rollback. All shares of any class of shares that are held by a stockholder will be aggregated for the purposes of the Rollback and each stockholder shall be entitled to receive the number of whole shares resulting from the Rollback. Any fractions resulting from the Rollback computation shall be rounded up to the next whole share.