Help!
Looking at the original company’s Articles of Incorporation (AOI) something seems amiss and I would like for someone that is much more versed in the company history to clear it up for me.
Original company name per first AOI - “RO-MAC GOLD, Ltd” without a date indicated, where in purposes stated include Mining, Smelting, Refining, Mining Claims, and Oil wells. [How are they able to now have construction of housing, aviation and aviation repairs since they were never authorized by their own AOI to pursue such purposes? Also, take note, the AOI establishes that 10% of the O/S can call for a shareholder meeting,]
First amendment to the AOI wherein the date is not indicated, makes name change to “Phoenix Associates, Ltd.” And at that time eligible voting shares declared were 2,645,488, votes approving the amended AOI 1,500,000 with NONE OPPOSING & NONE ABSTAINING. [Where did the missing 1,145,488 votes disappear to since NONE opposed nor abstained?]
Second Amendment to the AOI dated November 10, 1998, wherein Paul Alonzo, President and Carolyn Abney, Secretary of “Phoenix Associates Land Syndicate” issue 3,000,000 convertible non-voting preferred shares. [This is not the legal name of the corporation as it was established by the first amendment to the AOI, i.e., “Phoenix Associates, Ltd”, it appears this second amendment to the AOI was in error.]
O/S at this point (November 10, 1998) declared to be 54, 219,088.
Third Amendment to the AOI without an indicated date amends the AOI to authorize 2 Billion shares (1,997,000,000 voting common with par value of $.001 & 3,000,000 non-voting convertible preferred shares with a par value of $1.001 and stated par value of $10.00 as directed by this BOD.) [ Again name of corporation indicated is “Phoenix Associates Land syndicate” when no such company name has been established by amendment to the AOI, company still officially named “Phoenix Associates, Ltd” and the numerical value for convertible non-voting preferred shares is not consistent with the written value of one mil, and is it par of $.001 or $10.00, seems to me it can’t be both. We need clarification!
The amendment was approved by a minimum of a majority vote 246,415,782 indicating a maximum O/S at this point to be 492,831,563 by my calculations assuming 1 vote over half of the eligible votes (common shares). [ As I recall, around this point in time we did a snap audit of the shares held by longs that posted on the board, it was around 200,000,000 shares held by 76 long shareholders. Were we (longs) actually at this point the controlling interest in the company. Is this what scared the hell out of Paul and company??]
What do we as shareholders do next? Who do we complain to? What papers, if any, can be filed to force Paul and Company to come clean or possibly face prosecutions for wrong doing? Some have stated on the board recently that they thought the latest granting of exceptional favors by management to management was in violation of SEC rules. Is that so? There has to be a knowledgeable lawyer out there who reads our board or has also suffered under the “Soonitis” or its more virulent cousin “Very Soonitis”.
HELP!
One pissed off cowboy and oh BTW
JMHCowboyO
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