WHLI Be very careful, reverse Split is coming anytime in the next 60 Days, here is from their last filing.
WINSTED HOLDINGS, INC.
5000 Birch Street, Suite 3000
Newport Beach, California 92660
Telephone ((949) 476-3711
October 10, 2005
To Our Stockholders:
The purpose of this information statement is to inform the holders of
record of shares of our common stock as of the close of business on the record
date, September 16, 2005, that our board of directors has recommended, and that
the holder of the majority of our voting power of our outstanding capital stock
intends to vote on October 31, 2005 to approve a grant of discretionary
authority to our board of directors to implement a reverse split of our common
stock on the basis of one post-consolidation share for up to each 1,250
pre-consolidation shares to occur at some time within 60 days of the date of
this information statement, with the exact time of the reverse split to be
determined by the board of directors.
As of the record date, 235,663,242 shares of our common stock were
issued and outstanding and 50,000,000 shares of our preferred stock were issued
and outstanding.
We have a consenting stockholder, Mark Ellis, our chief executive
officer, president and director, who holds 53,347 shares of our common stock and
48,000,000 shares of our Series A preferred stock. Each share of our common
stock is entitled to one vote on all matters brought before the stockholders.
Pursuant to our certificate of designation establishing Series A preferred
stock, each share of our currently issued and outstanding Series A preferred
stock may be converted into 20 fully paid and nonassessable shares of our common
stock. On all matters submitted to a vote of the holders of the common stock,
including, without limitation, the election of directors, a holder of shares of
the Series A preferred stock is entitled to the number of votes on such matters
equal to the number of shares of the Series A preferred stock held by such
holder multiplied by the number of shares of the common stock into which each
such share of the Series A preferred stock shall then be convertible. Therefore,
Mr. Ellis will have the power to vote 960,053,347 shares of the common stock,
which number exceeds the majority of the issued and outstanding shares of the
common stock on the record date.
Mr. Ellis will vote for the grant of the discretionary authority to
our directors to implement a reverse stock split. Mr. Ellis will have the power
to approve the grant of the discretionary authority to our directors to
implement a reverse stock split without the concurrence of any of our other
stockholders.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
We appreciate your continued interest in Winsted Holdings, Inc.
Very truly yours,
/s/ Mark Ellis
Mark Ellis
Chief Executive Officer
