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News Alert: Amended Securities Registration (section 12(g)) (10-12g/a)
You could suffer dilution should the Series B Convertible Preferred Stockholders convert their shares.
The President of the Company owns 600,000 shares of Series B Convertible Preferred Stock. If all of the Series B Convertible Preferred Stock is converted at the current conversion rate, an additional 600,000,000,000 shares of common stock could be issued to the holders thereof (i.e. more than the current number of authorized shares). This could cause you to suffer immediate and significant dilution such that the percentage of shares held by current shareholders after full conversion of the 600,000 Series B Convertible Preferred stock would be less than .1%.
Liquidity and Capital Resources.
At October 31, 2020, the Company had $0 of cash and net working capital was ($921,201) as compared with $14,727 in cash and net working capital of ($577,062) at July 31, 202 a decrease of ($344,139). In 2020, funds used by the net loss of ($754,974) included: expenditures for legal and professional fees. Funds were provided by the sale of the Company’s equity and debt securities. The Company needs to obtain capital; however, no assurance can be given that it will be able to obtain this capital on acceptable terms, if at all. In such an event, this may have a materially adverse effect on the Company’s business, operating results and financial condition. If the need arises, the Company may attempt to obtain funding or pay expenses through the continued sale or issuance of restricted stock. The Company may also use various types of short term funding, related party advances and expenses payment deferrals and external loans. The Company’s auditors have issued a going concern opinion.
Management is actively exploring additional required funding through debt or equity financing pursuant to its plan. There is no assurance that we will be successful in obtaining sufficient financing on terms acceptable to us to fund continuing operations. Management believes that the results of the management plan, the Company’s existing resources and access to the capital markets will permit us to fund planned operations and expenditures. We believe that we will need to raise additional capital by way of equity, debt, debentures, or other methods, to support our anticipated operational expenses. Management is cautiously optimistic, however, that it will be able to generate the funding required to fund operations through the end of the year. However, there can be no assurance that the Company will be able to raise sufficient capital on terms acceptable to the Company to complete any or all of these projects.
