DNA Brands Inc (DNAX)

[Ed the Trader]

The Articles of Incorporation IS the place where corporate officers file for a change in the A/S. (then later its reported in 10Q or K? and or?)

The Articles of Incorporation contain the official, accurate and authoritative figure for the A/S.

The corporation is supposed to be propagating that same figure everywhere else that the A/S is reported, including their transfer agent (if they have a transfer agent; most privately held corporations do not), the SEC [10Q, 10K, etc.] and/or OTC Markets [quarterly and annual reports and the otcmarkets.com web site (if the shares are registered for public trading), press releases and other forms of public announcements, corporate web sites, and investor prospectus documentation.

A corporation exists because the state in which the business is incorporated says so. They say so because the business files Articles of Incorporation with the state. In the United States, there is no other way to create a corporation but to file Articles of Incorporation with one of the fifty states.
(what if a corporation moves, I remember one where they were finding items in multi states (not DNAX))

Any corporation may incorporate in any one of the fifty states regardless of that actual physical location(s) of their business.

Any corporation is free to transfer their incorporation to a different state at any time by filing the correct forms and paying the correct fees with the two states involved. If a corporation moves their incorporation to a different state, the previous state of incorporation will still retain all of the corporate filing for that corporation up to the date which the corporation moves, and those corporate filings should be available in some form to the public on a permanent basis into the future.

Technically, a corporation could file for incorporation in more than one state simultaneously, but the two corporate entities are two separate businesses and for tax purposes, it would be a very big no-no to commingle assets between the two corporations. A more likely scenario would be if a corporation decided to form a subsidiary corporation in different state. Even then, the standard procedure would be to not use the same corporate name for both corporations.

There is nothing to stop two completely unrelated entities from having the same corporation name as long as they are not incorporated in the same state. Individual states check for both identical and similar corporate names when a filing for formation of a new corporation is submitted, but the states do not check for the same condition between the states. Registered trademarks and competition for Internet domain names tends to filter out that problem to a large degree.

Part of the Articles of Incorporation in every state is the declaration of number of shares which the corporation is authorized to issue. We call that the Authorized Shares or A/S. The Articles of Incorporation are the authoritative source for the accurate amount of shares which the corporation are authorized to issue. (breaths legal life into those shares, makes them legit?)

If someone attempts to issue shares of corporate stock (publicly or privately) that do not correspond to a legal corporate entity, the shares are not legitimate, and the someone attempting to issue those shares is committing fraud. The size of the Authorized Shares (A/S) filed in the Articles of Incorporation determines how many shares each corporation can non-fraudulently issue.

Keep in mind that there is a difference between publicly traded corporations and privately held corporations. Privately held corporations only have to file with the state of incorporation to issue privately held stock. For a corporate to become publicly traded, the corporation also has to file an S-1 or similar document with the SEC and jump through some other hoops as well. Alternately, a corporation can become publicly traded by filing the correct paperwork with OTC Markets.

It does not matter if the corporation is publicly traded or privately held. The A/S filed in the Articles of Incorporation is still the same. For a publicly traded corporation, each class of stock which is publicly traded must still have a separate S-1 (or similar) document filed with the SEC or OTC Markets.

(What about name changes? new article of incorporation?)

One creates new Articles of Incorporation only once. After that, the corporate officers AMEND the existing Articles of Incorporation.

Usually, the amendment only addresses the sections of the Articles of Incorporation which are to be changed by the amendment. However, there is nothing to stop the corporate officers from filing an amendment that replaces the entire Articles of Incorporation with a fresh set of Articles.

If the corporation is moved to a different state, a new Articles of Incorporation document is filed in that new state. The old Articles of Incorporation filing, and all of its amendments to the point that the corporation was moved remain on file with the old state of incorporation.

If a corporate officers allow the number of shares which have been issued, otherwise known as the Outstanding Shares (or O/S) to exceed the number of shares the corporation has declared in its Articles of Incorporation as the maximum number which are authorized, then they are attempting to defraud investors. (yea, ok I can see that before they sell them they have to be legit shares and Im understanding that the article of inc makes them legit, confused on the reporting delay to the TA and to OTC and 10k and Qs)

You should be confused between there should be no delay. There could potentially be a delay of hours or days with regard to when the state's Secretary of State's office officially files and amendment to the Articles of Incorporation. There could also be a delay of hours or days with regard to complete propagation of knowledge of the amendment to the Articles of Incorporation throughout a larger corporation.

These sorts of very short would be the result of weekends or holidays interfering with end-to-end immediate propagation of new information.

These sorts of very short term delays could result in the accidental reporting of the wrong numbers from one of the various reporting mechanisms. However, virtually all legitimate corporate businesses are going to go out of their way to insure such misreporting does not occur because of the potential criminal and civil liabilities which such mistakes could incur.

There is absolutely NO EXCUSE for a propagation delay of MONTHS, as what has occurred with DNAX. In January, Adrian filed to cut the A/S in half and the State of Colorado officially filed that change immediately.

In February, Adrian also filed to change the name of the corporation from DNA Brands, Inc, to Token Talk Inc. The State of Colorado officially filed that change immediately as well.

In April, the same Adrian then filed the corporate quarterly report with OTC Markets which claimed that the name of the corporation is still DNA Brands, Inc. (which is untrue) and that the A/S had not been changed (which is also untrue).

From the January/February timeframe until now, Adrian and the transfer agent continue to report, on the OTC Markets web site and elsewhere, the untrue corporate information (ie: incorrect name and incorrect A/S) for Token Talk Inc. DNA Brands, Inc. no longer exists as a corporate entity.

The most obvious reason that Adrian has not propagated the corrected information is that he has done nothing to reduce the O/S to be less than or equal to the A/S. Investors would raise much protest if they understood that the A/S is currently almost half the level of the O/S.

This is corporate fraud, pure and simple.

However, if the corporate officers do not insure that the O/S is less than (or equal to) the A/S, it does not change the fact that they are defrauding investors and prospective investors because the amount which the corporate officers have put on file in the official place where a corporation puts it (ie: the Articles of Incorporation) has not been maintained to provide truthful and accurate information.
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I am not sure what you were asking about this quote. Try again if you are still unclear, and I will fill in the blurry parts.