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Re: miamivise post# 3174

Friday, 07/25/2008 1:33:36 PM

Friday, July 25, 2008 1:33:36 PM

Post# of 4466
The R/S was approved by unanimous written consent of majority shareholders on July 3rd. So there was no need for a public vote on it. There's no doubt that it will happen.

The reason for R/S is because they maxed out their authorized shares at 700 mil. The R/S will make the outstanding shares to go to 7 mil, while keeping the authorized level at 700 mil... so it gives them additional room again in authorized shares.

http://www.sec.gov/Archives/edgar/data/1190132/000114420408041210/v120552_def14c.htm

By unanimous written consent dated July 3, 2008 the Board of Directors adopted an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effect a 1 for 100 reverse stock spit of the Company’s outstanding Common Stock and recommended that the Amendment and the reverse stock split contemplated thereby be approved by our stockholders. A copy of the unanimous written consent is attached hereto as Exhibit A. By written consent dated July 3, 2008, the holders of a majority of the outstanding shares of Common Stock approved the filing of the Amendment and the reverse split contemplated thereby. A copy of the stockholder consent is attached hereto as Exhibit B. A form of the Amendment is attached hereto as Exhibit C.

The Amendment will become effective when filed with the Secretary of State of the State of Delaware. The Company anticipates that the filing of the Amendment will occur on or about August 15, 2008. If the Amendment were not adopted by written consent of the stockholders, it would have to be considered by the stockholders at a special stockholders' meeting convened for the specific purpose of approving the Amendment.




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