is it correct that as of the june 24 08 filing there are only 25m common shares issued and outstanding? if so, why is the stock price so low? something doesn't sound right.
24-Jun-2008
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On May 14, 2008, Cross Atlantic Commodities, Inc., a Nevada corporation (the "Company"), had filed a Certificate of Amendment (the "Amendment") to the Company's Certificate of Incorporation with the Secretary of State of the State of Nevada. In the Amendment, the Company's authorized Common Stock was erroneously increased from 200 million (200,000,000) shares to 4.9 billion (4,900,000,000) shares and the par value per share was changed from $0.01 per share to $0.0001 per share. Additionally, the "Effective Date of Filing" was erroneously declared as "immediately." Notwithstanding, the authorization of 20 million (20,000,000) shares of Preferred Stock with no par value per share, was correctly stated. However, the Amendment erroneously omitted the declaration that, pursuant to the relevant provisions of the Nevada Revised Statutes, the Board of Directors of the Company shall have the right to designate and issue one or more series of the Preferred Stock with all rights and privileges as determined by the Board by filing one or more Certificates of Designation with the Secretary of State of the State of Nevada.
On June 24, 2008, the Company filed a Certificate of Correction with the Secretary of State of the State of Nevada therein revising the Amendment. In the Certificate of Correction, the number of authorized shares of Common Stock was increased from 200 million (200,000,000) to 1.0 billion (1,000,000,000) and the par value of the Common Stock was changed from $0.01 per share to $0.0001 per share, effective on July 14, 2008. The Company also added the declaration regarding its authorization of no par value Preferred Shares, that pursuant to the relevant provisions of the Nevada Revised Statutes, the Board of Directors of the Company shall have the right to designate and issue one or more series of the Preferred Stock with all rights and privileges as determined by the Board by filing one or more Certificates of Designation with the Secretary of State of the State of Nevada. All of the remaining terms of the Certificate of Incorporation and the Amendment remain in full force and effect.
As of the date of filing this Current Report on Form 8-K, there are 25,354,340 and 0 shares of Common Stock and Preferred Stock, respectively, issued and outstanding.
The amendment was approved by the Company's Board of Directors on April 22, 2008. The Certificate of Correction was approved by the Company's Board of Directors on June 10, 2008
In connection with the above-referenced Amendment to the Company's Certificate of Incorporation, on June 12, 2008, the Company filed a Preliminary Information Statement on Schedule 14C pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. The Company filed a Definitive Information Statement with the SEC on June 23, 2008 and commenced mailing such Definitive Information Statement to the Company's stockholders on June 23, 2008.
