Let’s address the ACTUAL O/S ( 899,530,798 shares): Ref 9.i. Below
Per the 8k filed 12/20/19:
(Excerpt from the 8k)
9. Pubco represents and warrants the following:
a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:
i. Common Stock, of which 899,530,798 shares were issued and outstanding as at February 20, 2018, the date of Pubco’s latest financial filing with the SEC;
ii. Series A Preferred Stock bearing the preferences as set forth in Exhibit A attached hereto (“Series A”), of which a total of 20,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing,
iii. Series B Preferred Stock bearing the preferences as set forth in Exhibit B attached hereto (“Series B”), of which a total of 20,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing.
iv. Series C Preferred Stock bearing the preferences as set forth in Exhibit C attached hereto (“Series C”), of which a total of 500 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing.
b. Pubco further warrants that other than any changes in authorized share capital of any class of shares, no other amendments shall be made to any of the rights and preferences of any classes of shares existing at the time of execution of this Binding LOI and shall at the time of execution of the Definitive Agreement have all necessary power to enter into same.
c. It has the necessary consent, legal authority and power to enter into this Binding LOI.
d. Each of Exhibits A, B C representing the respective designations of the Series of Preferred Stock pursuant to this Section 9, shall be filed by Pubco with the Secretary of State, no later than 10 business days from the date of Due Diligence Satisfaction.
10. PCTI represents and warrants the following:
a. PCTI has no other authorized or issued classes or series of shares other than Common Stock, of which 10,000 shares are currently issued and outstanding.
b. No changes shall have been made to the share capital of PCTI at the time of the consummation of the contemplated Transaction and Section 10a. herein above shall hold true as of such consummation.
AI
