Amarantus Bioscience Holdings Inc (AMBS)

[MinnieM]

AMBS authorized common shares

http://www.sec.gov/Archives/edgar/data/1424812/000125529412000844/mainbody.htm filed 11.19.12

Table of contents on page F-25

At a meeting held November 13th, 2012, the Board of Directors approved an increase in the authorized common shares of the corporation from 250,000,000 to 1,000,000,000. This increase was ratified by a written majority of voting of the common shares of the corporation in order to position the corporation for long-term growth. In conjunction with this decision, the Board and majority shareholders also approved relocating the Company’s state of incorporation from Delaware to Nevada primarily due to certain tax considerations for the corporation going forward.


At a meeting held November 13th, 2012, the Board of Directors approved an increase in the 2008 Stock Option plan from 18,242,127 common shares to 50,000,000 common shares. The Company intends to be extremely diligent in issuing common shares under this Option Plan, with the primary purpose to incentivize and reward employees, significant consultants and advisors who will be contributing to the future success of the Company.


On November 16th, 2012, the Company became aware of a lawsuit filed by Alpha Capital Ansalt (“Alpha”) in Federal court related to Alpha’s April 24th, 2012 assignment of a non-convertible promissory note in the principle amount of $150,000 dated October 4th, 2011 from Dr. Samuel Herschkowitz, a former advisor to the Company. It is the Company’s understanding that Alpha paid $165,000 to acquire the note from Dr. Herschkowitz and that in the Assignment and Escrow Agreement dated April 24th, Dr. Herschkowitz assigned the note to Alpha free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction, good title in the Note shall vest in Alpha, free of all liens and other charges. On November 8th, 2012 the Company repaid $10,000 against the principle of the note by way of wire transfer. The Company intends to defend the corporation against this lawsuit and is reviewing legal options with counsel.


In January, 2012, the Company entered into a consulting agreement with MD Global Partners, LLC (“MD Global”) related to certain broker-dealer advisory and consulting services for the Company. The Company worked with MD Global with the purpose of improving shareholder value and issued to MD Global 250,000 of Series A Preferred stock in consideration for services. The Company is currently negotiating a settlement of the Series A Preferred.


Effective November 14th, 2012, we appointed VStock Transfer as our transfer agent.





In Reply to 'GOducks123'
Hey Williamson, where is everyone gettin that "1 billion auth. shares" number from?