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Sooah

05/28/14 3:43 AM

#10993 RE: Sccrbrg #10992

Don't know what you're arguing--I am merely pointing out what NYBD has done since September 2013 which counters your statement that they had not done anything, right? Debt restructuring is quite normal when a new operator comes in--doesn't matter how it's done, it has to be done and it was.

Some of that is news that they, or their toxic financiers can sell stock into.

Who is they? Asher and Redwood were issued restricted stock. Since NYBD is a reporting issuer, they'd have to hold for at least 6 months, right? The other 'they' which I will assume you mean 'new management' cannot sell shares for 48 months from September 30, 2013 so perhaps you can tell me specifically which party you're referring to and direct me to NYBD's filings.

The A/S increase to 4B...Yes, I also looked at this and this relates to the Preferred A Series that were issued to the new management -- Pleasant Kids. They received all 10,000,000 shares of Pref A as part of the share exchange agreement and they do have conversion benefits that require the A/S to have a bigger reserve than 2.5B especially after Asher and Redwood's share issuance. However, these Preferred As cannot be converted until October 2015.

NO T E 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

At the time of incorporation, the Company was authorized to issue 10,000,000 shares of preferred stock with a par value of $.001. On April 1, 2013, the Company amended its corporate articles of incorporation to designate 10,000,000 preferred shares as “Series A Preferred Stock”. These Series A Preferred Shares shall for a period of 48 months from the date of issuance, be convertible in aggregate into that number of fully paid and non-assessable shares of the common stock of the Corporation, equal to seventy-five percent (75%) of the post conversion issued and outstanding common stock of the Corporation on the date of conversion.

As disclosed in Note 10, on January 8, 2014 the Company drafted a second amendment to replace the first amendment to its corporate articles of incorporation section E (Designation of Series A Preferred Stock). Holders of Series A Preferred Stock shall be entitled to 25 votes per 1 vote of common stock, voting together with the holders of common stock. Holders of Series A Preferred Stock will also be entitled to convert 1 share of Series A Preferred Stock into 25 shares of common stock at any time.

On May 8, 2013, the Company issued 100,000 shares of Preferred Stock, Series A to Haim Yeffet for services rendered. As part of the merger with Pleasant Kids, Inc., these shares were returned to the Company.

As part of the share exchange agreement between NYBD Holding, Inc and Pleasant Kids, Inc., 10,000,000 shares of Series A Preferred Stock were issued to the principals of Pleasant Kids, Inc.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9994825

FL filing for 4B:
http://search.sunbiz.org/Inquiry/CorporationSearch/ConvertTiffToPDF?storagePath=COR\2014\0523\59958406.Tif&documentNumber=P05000130265

Pretty transparent, I'd say. Sure is nice to review companies that actually file stuff with the SEC.