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Re: DaysOnTheBeach post# 82203

Saturday, 02/22/2014 3:22:39 PM

Saturday, February 22, 2014 3:22:39 PM

Post# of 146474
"The article is non-factual on its face"

Not entirely. There are issues of corporate governance that are raised that shareholders should care about, especially since some of them involve NYSE MKT listing requirements (shareholder meetings and votes, for example).

The one that caught my attention, raised in the court case, was posed this way in the SA blog:
"Where are NNVC's original articles of incorporation and bylaws? They are referenced in the 10ks but we cannot find them filed with SEC as they claim anywhere."

The list of Exhibits at the end of every 10-K ever filed by the company has started with the following 2 items:
3.1* Articles of Incorporation, as amended, of the Registrant
3.2* By-laws of the Registrant

The asterisk is explained below the list:
* Incorporated by reference to the Company’s registration statement on Form 10-SB, filed with the Securities Commission on November 14, 2006, as amended.
http://www.sec.gov/Archives/edgar/data/1379006/000114420413053084/v356235_10k.htm


However, when one refers to the filing made on November 14, 2006, this is all they see:
3.1 Articles of Incorporation, as amended, of the Registrant
3.2 By-laws of the Registrant
http://www.sec.gov/Archives/edgar/data/1379006/000114420406047712/v057372_10sb.htm

The Articles and By-laws are on the list of Exhibits yet the documents themselves are not exhibited, as they should be.


These are documents that enumerate the rights of shareholders and the duties and obligations of the company and its agents. They must be filed with the SEC and made available to public....there's no possible justification for them not to be. It should not require a lawsuit to make that happen.





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