NO WHERE...in this GVRP pr does it say where the 138,000 shares came from!!!! ALL GARBAGE
Announces Restructuring Plan to Remedy the Liquidity Problem in the Public Market for its Common Stock
Tuesday June 21, 4:27 pm ET
WEST PALM BEACH, Fla.--(BUSINESS WIRE)--June 21, 2005--Gluv Corp. (Pink Sheets:GVRP - News) announced today that its shareholders had adopted a corporate restructuring plan that would inject more than 414 billion shares of common stock into the market on a short term basis, thereby permitting the settlement of the trading in billions of its shares that took place while only 33 million shares of its common stock were actually outstanding.
On May 3, 2005, the company declared a dividend of 2,999,999 shares of its common stock payable on May 20, 2005 with respect to each of the 11 shares of its common stock that were outstanding on May 13, 2005. Although the completion of that dividend resulted in a total of 33 million shares outstanding, the sale of approximately 138,000 shares in the market on or shortly after the May 13 record date of the stock dividend, resulted in significant confusion among various brokerage firms and their customers as to whether a 3,000,000 share stock dividend was attached to each of those 138,000 shares as a "due bill" requiring the delivery of more than 418 billion shares on the May 20 payment date of the stock dividend. The company immediately undertook to publicly alert the market about its concerns regarding the excessive number of shares being traded in the market by issuing a press release on May 22, 2005. The company further notified certain securities firms and market makers trading the company's stock of its concerns prior to the market's opening on May 23, 2005. When those efforts failed to prevent the massive trading that continued to take place in the market, the company asked the NASD to help it to straighten out the confusion that had arisen with regard to the correct number of shares that were supposed to be outstanding, and it alerted the SEC with regard to the situation. After a series of communications between the company and each of the SEC and the NASD, and also between the SEC and the NASD, the SEC issued an order halting trading in the company's common stock on May 27, 2005. That trading halt ended at 11:59 PM on June 10, 2005.
Since the trading halt came to an end, the company has been working to fashion a solution that would, at the same time, inject into the market on a short term basis the billions of shares that the parties who bought and sold the company's shares mistakenly believed would be available to them for settlement of their trades, and eliminate all confusion about the number of shares that the company actually has outstanding.
In order to accomplish those goals, the company asked for, and received permission from, its shareholders to implement a restructuring plan consisting of the following elements:
-- the company's authorized share capital has been increased to
more than nine trillion shares;
-- the company now is authorized to issue two classes of common
stock -
-- Class A common stock which is identical to the common stock
that is presently outstanding, and
-- Class B common stock which provides for 125,000 votes per
share;
-- the shareholders who sold shares into the market after the
declaration of the stock dividend have accepted an offer from
the company to exchange each of their shares of common stock
for 3,000,000 shares of Class A common stock, thereby
injecting into the market the 414 billion shares of stock
necessary to settle out all of the buy and sell transactions
that started with the sale of those 138,000 shares;
-- all of the other shareholders of the company and the former
shareholders of DigiKidz Holdings, Inc. which merged into the
company last month (who hold a total of 30 million shares and
the right to receive approximately 44 million shares,
respectively) have accepted an offer from the company to
exchange their shares of common stock and their rights to
receive shares of common stock for an equal number of shares
of Class B common stock
-- Approximately two weeks from today, after all of the billions
of shares of buy and sell transactions have been settled, the
company will file amended and restated articles of
incorporation providing that
-- all outstanding shares of Class A common stock will be
divided, i.e., reverse split, into a total of 3 million
shares,
-- all Class A and Class B common stock will be converted
into common stock having one vote per share and
-- the total number of shares that the company will be
authorized to issue will be reduced to 150 million shares
consisting of 100 million common shares (of which
approximately 77 million shares will be outstanding), and
50 million preferred shares issuable in one or more series
(none of which will be outstanding).
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "We have worked very hard to craft a solution to the market liquidity problem that will permit all participants to settle the transactions in which they engaged. We want to thank the members of the brokerage community and our shareholders for their patience. We also want to thank those members of the brokerage community who provided very constructive assistance to us while we formulated our restructuring plan."
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Contact:
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
