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Re: pokerdv8 post# 107

Sunday, 12/11/2005 10:18:06 PM

Sunday, December 11, 2005 10:18:06 PM

Post# of 118
reverse split is about to happen lol, he's done it again. 7 reverse splits in 2 years. Basically WHLI is not going to trade then all of a sudden youll wake up with less shares in your acount and a new stock symbol. hope you didnt put too much money into this POS..................here it is...


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

This information statement is furnished to the holders of record at the close of business on the record date, September 16, 2005, in connection with an action which was recommended by our board of directors, and one which the holder of the majority of our voting power of our outstanding capital stock intends to vote on October 31, 2005, namely, 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.


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