this will tell you what was put in the private placement including shares issued to jtt-ems ltd and associated companies.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The purpose of the Authorized Share Increase is to increase the number of authorized shares of our Common Stock from 800,000,000 (Eight Hundred Million) shares of to 1,400,000,000 (One Billion Four Hundred Million) shares .
As discussed above, on March 6, 2013, the Company announced it received an investment led by strategic partner, JTT-EMS LTD of ShiJiaZhuang, China. Under the terms of the investment, JTT-EMS LTD purchased in a private placement transaction Common Stock and has indicated to the Company that it plans to hold these shares as a long-term investment. The investment by JTT-EMS LTD was accompanied by additional investments by current stockholders bringing the total investment to approximately $330,000. There are no warrants, options, or any other enhancements attached to these investments. Because the Company does not have a sufficient number of shares authorized to cover the issuance of Common Stock in the private placement transaction until the Amendment is effective, zero shares of Common Stock have been issued; however, once the Amendment is effective and the number of authorized shares of Common Stock has been increased as provided for in the Authorized Share Increase, the aggregate number of shares issued in the private placement, including shares issued to JTT-EMS LTD and associated companies will be approximately 433,941,000 shares of the Company’s Common Stock and as a result of such issuance, the corresponding stockholders will own approximately 31% of the outstanding shares of the Company’s Common Stock. The per share price of the referenced investments was $0.00058 per share and that the initial closing date of the private placement was March 31, 2013; however, since the shares of Common Stock issuable in the transaction will not be authorized until the Authorized Share Increase is effective and because the Company does not have a sufficient number of shares authorized to cover the issuance of common stock in the private placement as of the initial closing date, the closing date of the private placement has been extended to July 15, 2013.
In order to satisfy its obligations with respect to the issuance of shares of Common Stock to the investors, meet regulatory requirements, meet requirements for debt conversions, maintain current revenue growth trajectories, acquire inventory to meet growing demand, and to ensure adequate working capital, the Company requires an increase in the number of authorized shares of Common Stock. The additional shares of Common Stock to be authorized after effecting the Amendment would have rights identical to the currently outstanding shares of Common Stock, except for effects incidental to increasing the number of outstanding shares, such as the dilution of current Stockholders’ ownership and voting interests.
The Authorized Share Increase will also give the Company additional shares to provide flexibility for the future to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. For example, the Company may require additional funding for its operations and therefore may need the increased number of authorized shares to raise additional equity capital. Further, the additional authorized shares may be used in the future for any other proper corporate purpose approved by the Board, including corporate mergers or acquisitions, shares reserved under stock option plans, stock dividends or splits, debt conversions, or other corporate purposes. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance Stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock.
