Replies to post #83210 on High Wire Networks Inc (HWNI)

[drugmanrx]

Maybe some one can explain this for me.

ICLD looks dead and acts dead. But they now own controlling interest in retail shares of SGSI, not that they can do anything with it since 100% retail share ownership has no controlling vote.

How does Ponder and Hayter still own the controlling vote?

All voting common shareholders votes were diluted 200 to 1.

Even if they had 400,000,000 voting shares pre split, if all shares voting power were diluted evenly than they should only retain 2 million voting shares.

Number of common shares after the RS was 1.1 million, since than 32 million new voting shares have been issued.

Something sure smells in SpecRectrumville.

Especially when this says

CERTIFICATE OF DESIGNATIONS,PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF SUPER VOTING PREFERRED STOCK OF W270, INC.

Pursuant to Section 78.1995 of the Nevada Revised Statutes

5). Mandatory Conversion.

(a) Conversion. At such time as the Corporation files an amendment (“Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Nevada effecting a reverse stock split of the Common Stock so that the Corporation has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding shares of the Super Voting Preferred Stock into Common Stock (the “Reverse Split”), then upon the filing and acceptance of the Amendment, whether by amendment or restatement, all the outstanding shares of Super Voting Preferred Stock will immediately and automatically convert into shares of Common Stock without any notice or action required on the part of the Corporation or the holder (“Mandatory Conversion”). At the consummation of the Mandatory Conversion, the holders of Super Voting Preferred Stock will be entitled to receive Common Stock at the conversion rate of 125 shares of fully paid and non-assessable Common Stock for 1 share of Super Voting Preferred Stock (“Conversion Rate”).

(b) Obligation. The Corporation agrees that it shall in good faith, promptly, take any and all such corporate action as may, in the opinion of its counsel, be necessary to effect the Reverse Split and to expeditiously effect the conversion of all outstanding shares of the Super Voting Preferred Stock to shares of Common Stock, including, without limitation, use its reasonable best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles of Incorporation to achieve the foregoing.

(c) Conversion Procedure. The Corporation shall use commercially reasonable efforts to issue or cause its transfer agent to issue the Common Stock issuable upon the Mandatory Conversion as soon as practicable after the Mandatory Conversion. The Corporation shall bear the cost associated with the issuance of the Common Stock issuable upon the Mandatory Conversion. The Common Stock issuable upon the Mandatory Conversion shall be issued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock issuable upon the Mandatory Conversion shall be issued in the same name as the person who is the holder of the Super Voting Preferred Stock unless, in the opinion of counsel to the Corporation, a change of name and such transfer can be made in compliance with applicable securities laws. The person in whose name the certificates of Common Stock are so recorded and other securities issuable upon the Mandatory Conversion shall be treated as a common stockholder of the Corporation at the close of business on the date of the Mandatory Conversion. The certificates representing the Super Voting Preferred Stock shall be cancelled, on the date of the Mandatory Conversion.