Announces Restriction on Authorized Capital Structure On September 25, 2012 Thank you all for the continue support of Sebastian River Holdings!
After much consideration from the Board of Directors, myself and you the Shareholders’ input, we have entered a motion to ‘freeze’ our Authorized shares for the period of 1 (one) year. This resolution encompassed our long-term debt holders who have further agreed not to enter any conversion into equity that would surpass the Authorized shares, allowing full protection of stock classified as Common. The adoption of this resolution took place on Friday, September 21, 2012.
The company’s status with OTC Markets, Inc. is delayed. We have been requested to submit specific disclosures that we did not have on record so we have turned to our Legal Counsel and Accountant to produce the necessary information in the requested format, we should be seeing the final product of this on Friday and pending review period move to the Current Information tier shortly thereafter. While we are frustrated with this temporary hold-up– we do want to be certain that we meet all the necessary points of disclosure under the Alternative Reporting Standard. I’m personally overlooking and insuring this information is being produced in an expedited fashion.
To read the entire Resolution fully executed by all debt holders and the officer of the company:Click Here!
Many questions have flooded the phone lines and email box of our Investor Relations department… I am very limited in what I can speak to with regards to this acquisition do the nature of our agreements with the target corporation. However, this is what I can disclose –
We are primarily looking in North America at a brick and mortar Casino Gaming Entertainment company. The focus is in the actual wagering and gaming not in technology, websites, or any offshore operations.
- Types of Venues and Target Revenue
The Venues being reviewed are established businesses in their respected communities; generally speaking they have been identified as undervalued do to a lack of marketing and proper budgeting with regards to such activities. This acquisition fits in line with an allocated amount of preliminary budget to not only provide an explosive revenue opportunity but tremendous compounding growth with other potential acquisitions and expanded operations internationally.
- Treatment of Equity
The company’s equity would be contributed to our assets and has yet to be considered for condensing and consolidation from an accounting stand point. In order to establish a higher valuation and raise additional proceeds to fulfill the rapid expansion strategy this entity may be making a public offering independent of our company while Sebastian River would holding the majority of equity. These are variables however and while this is the current outlined plan we may consider additional options at a later day.
- Progress Report
We have specialized legal counsel at our disposal for these specific kinds of businesses and are taking all Federal and State level regulation in consideration prior to acquisition to insure all is proper and well. The states of our agreements are under Non-Disclosure however, we are at the juncture where we have financial statement of these established operations for review.
Item II – Business Incubation Division
Our Business Incubation Division has been hard at it; today we announced the launch of the first wholly-owned subsidiary (Salusoft, Inc.) from this division with great success. Our company’s micro-proliferation approach in this division creates fiscally responsible small businesses, generating long-term growth and exponential capital return on equity investment.
- New Subsidiary Synopsis
Salusoft, Inc. (a Wyoming S-Corp) focused in web and cloud based business software platform development, innovating simple solutions for modern users. Several product launches are scheduled within the third-quarter of 2012 and is already offering a suite of incredible services including SaluSync backup software which includes valuable data access and recovery services as well as MailAle which combines all aspects of email marketing into a single & easy to use platform.
- Types of Products and Solutions
Salusoft has a solid foundation in business targeted technology solutions and provides retail package software such as SaluCart, an online ecommerce solution, SaluFTP, a simple and powerful tool for website designers and server administrators’, and SaluSeal a malicious software protection application. They also offer cloud based services such as SaluSync which includes valuable data access and recovery services. Furthermore, they offer many other marketing and customized solutions for companies ranging from home office to enterprise levels.
- Target Revenue
According to a study done by Gartner, the size of the Cloud Computing Market by 2013 is targeted at $150 Billion. The number may seem like a high estimate to some, but it is consistent (or even low) compared to other estimates. Merrill Lynch’s research predicts the cloud computing market to be worth $160 Billion by the same year. Our ability to capture market share is facilitated by our Data Center partners synchronized with sophisticated yet, easy to operate software while integrating our micro-proliferation method, this project stands to provide outstanding ROI, Salusoft will be releasing a revenue forecast upon release of more products (which are scheduled to hit the shelf starting Q4)
- Anticipated Developments
The professionals at Salusoft are very hard at work, constantly focused on innovation and bringing new technology and software products to market. We are certain to see many exciting developments from this budding subsidiary.
Item III – Business Services Division
Our Business Services Division has been primarily focused on providing service to our in-house operations and wholly owned entities however, they have motions to adapt and begin offering specific services to external businesses. More information on this will be released at the beginning of Q4.
Item IV – Corporate Equity Speculation & Financing Division - Exploration of Expansion into Bridge Financing
Recently the Corporate Equity Speculation & Financing Division has been presented opportunities to provide companies which have already have or beginning the process of a Registered Securities Offering, however in order to facilitate the Legal and Auditing costs of such an offering they need supplemental capital. Many of these companies have already identified the investors to purchase the equity after the registration statement and simply need a loan.
The Corporate Equity Speculation & Financing Division has refrained from doing business in this arena do to the type of financing being outside the scope of our business model’s offerings. Though, in a recent meeting it was agreed that the division can begin exploring this type of lending and propose additional policies to integrate Bridge Financing into our business model.
- Trading Desk Acquisition Strategy and Purpose
The trading desk is an acquisition target we have been rigorously looking to obtain in order to facilitate our own management of equity trading (of course still executed through a traditional Broker / Dealer). The nature of many of our debentures allows us to convert defaulted debt into equity of public companies in addition, we recently acquired a significant equity portfolio and in the name of growth and profitability we have perused our operations dedicated to speculating on public equity. This trading desk will greatly improve our control and profitability in this arena.
Item V – Sebastian River Holdings, Inc. Common Stock - Anticipated Changes in Capital Structure
We do not anticipate any changed in our Capital Structure, we have no anticipated plans of a reverse stock-split, authorized increase of otherwise. The share structure is to remain unchanged in the foreseeable future.
- Financing Plan
The company is going to enter into a Debenture offering to fulfill its capital needs, it is anticipated that the financing will be repaid through revenue generation and profits of subsidiary corporations as well as integration of Corporate Equity and Speculation earnings leveraged through bona-fide margin accounts.
- Market Tier and Uplisting
The Caveat Emptor being presented on our quote through OTCMarkets.com is being resolved through the completion of our filings with OTC Markets, Inc. for adequate current information. We are as of today awaiting a returned document from our Attorney pertaining to OTC Market’s final inquiry to our statements, once this is satisfied according to OTC Markets our ‘Skull and Crossbones’ will be lifted within 3-5 business days.
- Expanding Board of Directors
Our Annual Review Board meeting is to be held in the new year and we anticipate the election of 2 Directors, we will expand up to 5 within the next 24 months. If you are interested in joining the Board of Directors please email the CEO CEO@SBRHInc.com
Item VI – Wrap up & Various Q&A
How does senior management intend accomplish share reduction? Is there a reverse split in the plans or company purchase of shares?
We have no anticipated plans of a reverse stock-split; the share structure is to remain unchanged in the foreseeable future.
OTCBB Status?
We in the course of business have a specific strategy and program to finance Sebastian, this of course means we will inevitably cross a bridge where we would need to register the company with the SEC, which that time is not currently within the near future but, is certainly on the agenda.
Trading Desk Operation? Is this some sort of hedge fund business?
The trading desk is an acquisition target we have been rigorously looking to obtain in order to facilitate our own management of equity trading. We are not an ETF or Hedge Fund; we operate in the spectrum of Corporate Finance and do have a certain amount of operations dedicated to speculating on public equity, this trading desk will in fact greatly improve our control and profitability in this arena, it is currently owned by a private fund.
What is your 6 month projection of the PPS of your stock, and also do you have a long term objective that you would like to reach as far as PPS?
We do not analyze our own security nor do we solicit the purchase of our own equity, we advise that in setting target a price per share or exit point for our Common Stock you speak with a registered financial advisor. Our goal is to continue to improve the financial condition of the company while aggressively adding assets which will simultaneously generate revenue under our control and management. It is our hope that in doing this our Common Stock will appreciate in market value greatly from our current market price per share.
Are there plans of a buyback?
This is a tricky question, while the majority of our available cash assets are going immediately and directly into continued company growth, we do consider our Common Stock to be undervalued, and as such we have been in discussions on how to approach an opportunity for us to buyback a portion of our Common Stock. Please be clear – THIS IS NOT FINAL OR CERTAIN.
What are plans and dates for CE removal?
The Caveat Emptor being presented on our quote through OTCMarkets.com is being resolved through the completion of our filings with OTC Markets, Inc. for adequate current information and a provided legal opinion with regards to such. We are as of today awaiting a returned document from our Attorney pertaining to OTC Market’s final inquiry to our statements, once this is satisfied according to OTC Markets our ‘Skull and Crossbones’ will be lifted within 3-5 business days.
Are there any plans for expanding portfolio anymore?
YES! The scope of our portfolio in Corporate Equity and Financing offers many additional possibilities with our industry agnostic approach and we are eager to continuing our portfolio’s growth via additional acquisitions and appreciated returns on current investments.
What are your long term goals for the company and shareholders?
Our long term goals are in line with our vision and mission, which is to position ourselves ahead of peers by providing a synergy of responsible capitalization, business incubation, and strategy planning while promoting fiscal responsibility on a global scale. I encourage everyone involved to review our Mission Statement & Vision sbrhinc.com/about-us/mission/
When are you going to release news that will show the upward direction planned for this promising but unproven company?
Our company policy on Press Releases is that it holds significant importance to shareholder disclosure and/or is a material change in the company’s assets. This is again, a key reason for my suggestion to all investors and prospective investors to subscribe to our Shareholder Newsletter and we will be sure to enrich you with an abundance of information and progress reports on our various operations.
Will you be having stockholder telephone conference calls – “and” will you solicit stockholder questions in advance of such conference calls?
We have been in talks with a firm to handle our Shareholder Conference Calls that is scalable and has the specific control tools we seek. While we are still seeking the best candidate for this service we have initiated our Shareholder Conference Chat to provide an open forum for shareholders to get questions answered and get updates on the issues that matter to them. We will be in fact scheduling Quarterly Shareholder Conference calls beginning 2013 to be setup upon release of earnings each quarter.
Who do you consider to be your major competitors?
Our competition work in the realm of private equity, of course our unique approach provides many variables that are not applicable to other similar firms. Community banks are crucial participants in the small business financing programs, accounting for 38% of SBA loan value leaving a vast majority of small business undercapitalized; our vision captures the leading share of this multi-billion dollar market place.
Will you encourage stockholders to visit your corporate headquarters?
This is an interesting question; we are a relatively small and unexciting operation working in less than 400 square feet. The excitement will come through our majority and wholly-owned subsidiaries, these operations will provide more than enough feasting of the eyes and palates of our shareholders.
How long till we are DTC eligible?
We are on track with our Shareholder Communications Initiative and as we wrap these voluntary transparency requirements we will begin the Compliance & Liquidity Initiative which includes our focus on obtaining our securities eligibility to be settled on the DTCC’s T+3 system and will also be working hand in hand with major Broker / Dealers to commence trading of our Common Stock again. More information on the Compliance & Liquidity Initiative will come available upon or initiation of the program.
Negotiation and settlement of debt?
One of our keys to survival and ability to move forward was the retirement of millions of dollars in debt weighing on the company’s financial condition, after relieving this debt we have stabilized in a significantly healthier structure, we are always actively negotiating settlement of liabilities.
After completion of reduction/retirement, how company plans to raise fund? Are you planning to increase OS anytime soon?
We are not anticipating change in our capital structure at this point in time, our financing plan as outlined earlier is primarily reliant on debt in order to maintain our capital structure.
Is NV startup in operation, yet?
I spoke to the Nevada startup in an earlier Shareholder Newsletter, I should have retracted that statement as you can see in today’s news—this is a Wyoming corporation, our professionals found that Wyoming was a significantly better fit and more accommodating to our venture.
Have you considered a legally signed document FREEZING THE AUTHORIZED SHARES for a year to spark investor confidence?
This certainly has not been considered until now, while this would have to be discussed and analyzed more; in my opinion this would not be a problem. I’m not certain of a legal document that can offer this; I promise that I will research this further with the aid of our corporate counsel.
AI
