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Re: Shepo69 post# 77749

Friday, 01/30/2004 7:12:59 PM

Friday, January 30, 2004 7:12:59 PM

Post# of 219265
More info on GMDP..
Checked out the 8-k ..I think I am right.. about GMDP share holders keeping there GMDP shares and getting New shars of redwood worth $0.013 !!!
Here is a part of it, but check it out for your self. See if you agree.

(From the 8-k filed on 1/20/04)

3. ESSENTIAL PURPOSE OF TRANSACTION. The essential purpose of the transaction set out in this Agreement is to accomplish the distribution of certain shares of Redwood by Global, in two classes of stock, namely: twelve percent (12%) of the Redwood Class A stock as a dividend to the preferred shareholders of Global, and fifteen percent (15%) of the Redwood Class B stock as a dividend to the common shareholders of Global (in accordance with procedures set out below in this Agreement), thereby rendering Redwood a publicly held company, in exchange for the use of Global's shareholder list.


"4. REPRESENTATIONS AND OBLIGATIONS OF REDWOOD. Redwood, in the context of this Agreement, makes the following representations:

a. It is a privately-held California corporation in good standing.
b. It has tendered to Global three years of financial statements, certified under GAAP accounting principles by an independent and qualified certified public accountant, and a copy of a recently filed Focus Report filed with the NASD.
c. It has the power, ability and willingness to timely perform whatever acts and deeds are required in order to accomplish the objectives of this Agreement, included, but not limited to amending its Articles of Incorporation, its Bylaws, and/or any other documents of charter or operation, to include an issue of Class A shares, which shall remain non-dilutive, and where the majority of such Class A shares, as a unit, will represent fifty-one percent (51%) of the total voting power of the Company.
d. It has the power, ability and willingness to timely amend its Articles of Incorporation to increase its authorized Class B shares to 50 million shares, so that the proposed issued and outstanding number of shares of both classes will equal 20 million shares.
e. It will cause to be issued, and transfer to Global's shareholders, that number of shares of the Class A stock to represent 12% of Redwood's Class A stock.
f. It will cause to be issued, and transfer to Global's shareholders, that number of shares of the Class B stock to represent 15% of Redwood's Class B stock.

g. It will cause the Class A stock to be issued with the following conditions: that its total shares be non-dilutive; that it will always represent 51% (control) of the voting power of Redwood; and, that any shareholder of Class A stock may at any time convert such Class A stock into Class B stock at a ratio of one share of Class A stock may be converted to one-and-a-half shares of Class B stock.
h. It will timely retain and utilize the services of Global's stock transfer agent, namely, Interstate Transfer Company, Salt Lake City, Utah.
i. In order to carry out the provisions, terms and conditions of this Agreement, it will timely act or cause all necessary transactions required by its Board of Directors and its management


Hmmmmm.. this could be huge ?
Looking for someone elses opinion here. Thanks

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