Replies to post #53697 on Quantum Materials Corp. (fka QTMM)

[bearsmuter]

How do/does you /we/anybody know whether or not Pref shares will be offered to the investing public.

we dont!

They arent getting ISSUED they are in the articles as ISSUABLE!

[Jamis1]

Valid argument! All we can do is ask management to explain why preferred shares and why issue before incorporation in DE.

Thanks for your input. I didn't find the preferred shares too big of an issue although I know in default preferred shares get their money before common shareholders.

[RPR]

I thought you were overreacting but this is a legit question/concern. Thanks for raising it.

[Jamis1]

Upon further review of wording in proxy, I disagree with your statement.

The point is, if the Articles of Incorporation are filed in Delaware, the Preferred shares are all distributed to QMC Officers and Select Institutional Investors And Friends of the Family. Before the Delaware Articles of Incorporation are Filed

From the proxy:

Blank Check Preferred Stock

Our current articles of incorporation authorize the Board of Directors to issue only shares of Common Stock and no other class of stock is authorized thereby. The proposed certificate of incorporation of Quantum-Delaware authorizes the Board of Directors to issue both shares of Common Stock and 1,000,000 shares of preferred stock in series with such preferences as designated at the time of issuance. The Board of Directors does not currently intend to seek stockholder approval prior to any issuance of a new class or series of preferred stock if the reincorporation is approved, except as required by law or regulation. Frequently, opportunities arise that require prompt action, and the Board of Directors believes that the delay necessary for stockholder approval of a specific issuance would be a detriment to our Company and stockholders. Should the Board of Directors determine to issue a new class or series of preferred stock, it will only do so upon terms that the Board of Directors deems to be in the best interests of our Company and stockholders.

It should be noted that the voting rights and other rights to be accorded to any unissued series of preferred stock of our Company remain to be fixed by the Board of Directors. Accordingly, if the Board of Directors so authorizes, the holders of a new series of preferred stock may be entitled to vote separately as a class in connection with approval of certain extraordinary corporate transactions, might be given a disproportionately large number of votes or might be given preferences in dividend payment, liquidation or other rights. Such new series of preferred stock also could be convertible into a large number of shares of our Common Stock under certain circumstances or have other terms that might make acquisition of a controlling interest in our Company more difficult or more costly, including the right to elect additional directors to the Board of Directors. Potentially, a new series of stock could be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise to gain control of our Company. Also, a new series of stock could be privately placed with purchasers who might side with our management in opposing a hostile tender offer or other attempt to obtain control of our Company.

You stated that they are issuing preferred shares prior to incorporation. That is a false statement per the proxy.