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Re: Longer Than Most post# 14461

Thursday, 01/20/2022 10:54:03 AM

Thursday, January 20, 2022 10:54:03 AM

Post# of 14737
As I emphasized the other day, to me it is not so much the 1-for-500 share Reverse Split (RS) that is the problem, but rather the new 150,000,000 post-reverse-split shares that will be immediately issued to Mr. Bentley at the same time, leaving the current existing SFIN shareholders with less than 3/10 of 1% of the equity in the newly merged and capitalized entity. With Bentley then controlling 99.7+% of the outstanding shares there will likely not be sufficient liquidity in the stock to enable much, if any, trading. The key language from the most recent Nov. 13, 2021 Filing lays it all out:

On June 10, 2020, in a private transaction, the custodian entered into a Securities Purchase Agreement (the “SPA”) with Bentley Intelligence LTD, an entity organized under the laws of England and Wales, to sell the Special 2020 Series A Preferred Stock. Upon closing of the SPA on June 10, 2020, Bentley Intelligence (UK) LTD, controlled by Alan Bentley, acquired 60% voting control of the Company.

On July 2, 2020, the Court of Chancery of the State of Delaware entered an Order Discharging Custodian to discharge the Custodian’s authority and control over the Company under the Custodianship. On the same day, Bentley Intelligence Ltd gained authority and control of the Company through voting rights and court order.

On January 5, 2021, the Company entered into a reverse merger agreement with Bentley Intelligence Ltd, an entity organized under the laws of England and Wales, to acquire 100% of the outstanding stock of Bentley Intelligence Ltd. Closing of the deal is dependent on the completion of a reverse 1:500 split of the Company’s common stock and the issuance of 150,000,000 post-split common shares to the sole shareholder of Bentley Intelligence Ltd, Alan Bentley. As of the date this report was filed, the reverse split has not been executed.