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Tuesday, June 30, 2020 4:01:33 PM
https://www.otcmarkets.com/filing/html?id=14052291&guid=O15FUeCfOsrh03h
on or about April 2, 2020, in connection with a certain shareholder action taken by written consent of the holders of a majority of our outstanding shares entitled to vote at a meeting of shareholders to approve a reverse split (the "Reverse Stock Split") of our issued and outstanding Common Stock, $0.001 par value per share (the "Common Stock") pursuant to which each twenty (20) shares of our Common Stock issued and outstanding as of the record date of the Reverse Stock Split will be combined and consolidated into one (1) share of Common Stock immediately following the Reverse Stock Split. The number of authorized shares of our Common Stock shall remain at 3,000,000,000 shares.
Our Board of Directors approved the Reverse Stock Split on December 9, 2019 and recommended that the Reverse Stock Split be approved by our shareholders. The Reverse Stock Split requires the approval of holders of a majority of the shares entitled to vote at a shareholder meeting. Under Colorado law, we are permitted to obtain approval of the Reverse Stock Split by written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes that would be necessary to approve the Reverse Stock Split at a meeting at which all shares entitled to vote thereon were present and voted. On December 9, 2019, holders of a majority of the voting capital stock acted by written consent to approve the Reverse Stock Split.
We have elected not to call a special meeting of our shareholders in order to eliminate the costs of and time involved in holding a special meeting. Our management has concluded that it is in the best interests of our Company to address this matter in the manner stated herein.
Shareholders of record at the close of business on December 9, 2019, are entitled to receive this Information Statement. As the Reverse Stock Split has been duly approved by shareholders holding a majority of our voting capital stock, approval or consent of the remaining shareholders is not required and is not being solicited hereby or by any other means.
The Reverse Stock Split will become effective after the Financial Industry Regulatory Association (“FINRA”) notifies us of its approval of the same and after dissemination of this Information Statement to our shareholders, which is expected to occur on or about April 6, 2020 (the “Effective Date”). We will not be required to file an amendment to our Articles of Incorporation because we do not intend to change our current authorized capital.
We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our voting capital stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to shareholders pursuant to the Colorado Business Corporation Act.
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