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cyofish

10/06/06 10:13 AM

#7565 RE: best2listen #7563

SH meeting is going to be a rude awakening for some people.

It's a little sad to see all the red flags in the 14A and from JD's action in the past that is overlook by people on RB and IHUB.

gr8rfool

10/10/06 10:41 AM

#7573 RE: best2listen #7563

From Treetop’s Proxy:

Pursuant to the Master Plan, the new merger subsidiary will engage in a share
exchange with Universal Energy Resources, Inc. ("UERI"), a Nevada corporation,
formed effective August 9, 2006. UERI has authorized share capital 350,000,000
grifco shares of common Stock par value $.001 and 50,000,000 shares of preferred stock
par value $.001. As of the of the merger, UERI issued and outstanding 10,000,000
shares of common stock par value $.001 and 1,000,000 shares of Super Voting
preferred stock par value $.001 with 20:1 voting rights.

All of the common shares of stock and Super Voting preferred stock are
beneficially held by Jim Dial, individually and as agent and attorney-in-fact
for Majority Shareholders of Grifco International, Inc., a Nevada corporation.
The common and Super Voting shares were issued to the Majority Shareholders in
consideration of the August 9, 2006 securities pledge of 56,500,000 shares of
common stock par value $.001 of Grifco International, Inc.

If you assume (an iffy proposition with Grifco) that the Maj. Shr’s pledged all of their stock, that would indicate a minimum no. of OS at 111,000,000. (56,500,000 div. by 0.51).

A couple of years ago JD put out a PR projecting Grifco’s earnings, which when divided by EPS it came out to 20,000,000 shares outstanding

From the Merger Agreement:

1.4 "GRIFCO" means Grifco International, Inc., whose authorized capitalization
consists of (i) 350,000,000 shares of common stock, par value $.001 per share
with the number of issued shares(4) outstanding in the public float on the date
hereof to be determined by audit with over 51% of the shares held by management;
and (ii) 50,000,000 shares of preferred stock, par value $.001 per share, of
which 18,000,000 Super Voting Preferred Shares with 20:1 voting rights are
outstanding on the date hereof all of which are held by management.

So we’re waiting for the Audit that never comes.