DealerAdvance Inc. (DLAD)

[koda02]

Here ya go, this should prove my point.

http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_8k.htm

PART II — OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the second quarter of 2008, we issued $450,000 in Callable Secured Convertible Notes along with warrants to purchase 2,550,000 shares to four investors, and issued an additional 191,060,000 shares to the four investors upon the conversion of $1,911 in convertible notes pursuant to the Securities Purchase Agreement described in Item 13. Certain Relationships and Related Transactions and Director Independence - Securities Purchase Agreements in our Form 10-K for the fiscal year ended December 31, 2007. We also issued 113,208,210 shares to investor upon conversion of 231 shares of Series D Preferred Stock.

Since the end of the second quarter, we attempted a transaction that resulted in the issuance of an additional 1,200,000 shares that was to be the result of the conversion of $60,000 of convertible notes. As of this date, the proceeds of the sale of the notes did not occur, and recovery of the shares issued is being pursued. Subsequently, we issued 1,200,000 shares to another investor group upon conversion of the same notes, and we are currently anticipating the receipt of the proceeds of this sale of notes.

We relied on the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933 and Rules 506 and 144(k) of Regulation D of the General Rules and Regulations thereunder for the sale of convertible notes, warrants and the issuance of shares upon conversion of convertible notes and Series D Convertible Preferred Stock.

Item 4. Submission of Matters to a Vote of Security Holders.

We held a special meeting of shareholders on July 21, 2008. The shareholders elected Steven E. Humphries as our director. The shareholders also approved Restated Articles of Incorporation with Amendments increasing our authorized capital stock and a First Amendment to Restated Articles of Incorporation with Amendments for a one for 100 reverse stock split.

Under the Restated Articles of Incorporation with Amendments, our authorized capital stock may now include up to 100,000,000,000 shares of common stock. Previously, our authorized capital was 8,500,000,000 shares of common stock and 1,000,000,000 shares of preferred stock. Under the First Amendment to Restated Articles of Incorporation with Amendments, each 100 shares of common stock will be exchanged for one share of common stock. We have not filed the amendments pending a determination by the board of directors of the best number of authorized shares and whether the reverse split is advisable.

Of the 997,505,656 shares eligible to vote at the meeting, 527,469,561 (52.88%) of the shares voted, a quorum. The following table summarizes the voting.