"No cancellation filing." What would a cancellation filing look like and who would it be filed with?
I look forward to your response. Meanwhile here's my opinion on the issue:
Changes in AUTHORIZED share counts as approved by the Board are formally made with the State of Colorado. They should be reported to the SEC but the State is the entity that regulates the corporate structure in terms of the number and type of shares a company can issue.
Sunset has consistently filed a form entitled "Amended and Restated Articles of Incorporation" when they change their share structure to increase or decrease the number of authorized common and preferred shares. That's not the right way to do it according to the Colorado Revised Statutes. Instead of filing a whole new set of Articles as they have done, the rules require a separate filing called simply "Articles of amendment to articles of incorporation"*** to reflect only the change itself . By doing it properly the changes would be highlighted and we wouldn't have to deal with the current confusion. The State of Colorado has apparently ignored the Company's failure to make the proper filings....there have been no corrections to the file.
I hesitate to go back over the history of the company's public statements and filings...the record is brutally inconsistent. So let's look at the latest "Amended and Restated Articles of Incorporation" and just make believe that what is in it was preceded by the proper filings of "Articles of amendment to articles of incorporation" even though none were actually filed:
In ARTICLE FOUR. (CAPITAL STOCK).... It says there are 27,000,000 Common shares authorized. It says there are 15,000,000 Preferred shares authorized.
Attached to the Articles are two Certificates of Designation.... The first "which consists of 7,500,000 shares of Series A Convertible Preferred Stock, is the Series A Preferred Stock". The second "which consists of 8,000,000 shares of Series B Convertible Preferred Stock, is the Series B Preferred Stock".
Obviously the document is flawed in that 7.5M and 8M are more than 15M. What are the repercussions of that flaw? Can either Series be considered legitimately authorized under the circumstances? I don't think so. Some shareholder who cares should ask the State of Colorado. The Company could fix these things easily if they wanted to by filing corrected or amended filings with the State. But just as in the case of their failure to provide the terms of the warrants that were sold in the latest financing I get the sense that they like it when things are left unclear (or even unknown). I've never seen anything like it. Making promises and not keeping them is regular stuff on the OTC but these kinds of problems....inconsistent filings with the State leading to confusion regarding actual Share Authorization amounts and selling warrants with unstated exercise prices....are NOT everyday problems, even for mini-cap OTC issuers.
***7-110-106. Articles of amendment to articles of incorporation
Market Data 
Markets 
AI
