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PennyHoper

03/17/23 2:01 PM

#17372 RE: doingfine #17371

When WCVC last filed with Edgar, when its HQ was based in CO, its A/S (of common shares) was 10B. [There were also lots of preferred shares, most of them convertible to common shares, to pay off debt; but Nixon also owned a class of preferred shares that gave him super-majority voting rights over all common shares.]

When WCVC was moved (on paper) to Florida in Feb 2022 (with CO becoming its branch office), the paperwork filed with FL only described the share structure as 10,010,000,000 authorized shares. I infer from this that these are common shares.

The question is, where did the extra 10M shares come from?

There is no filed paperwork to prove where the 10M extra shares came from, but the other day I learned that in Feb 2020, Nixon created Nixon Restaurant Corp:
https://www.sos.state.co.us/biz/BusinessEntityDetail.do?quitButtonDestination=BusinessEntityResults&nameTyp=ENT&masterFileId=20201114430&entityId2=20201114430&fileId=20201114430&srchTyp=ENTITY

which is distinct from the Nixon Restaurant Group, which is already part of (merged into) WCVC.

The filing history of NRC can be found here:
https://www.sos.state.co.us/biz/BusinessEntityHistory.do?quitButtonDestination=BusinessEntityDetail&pi1=1&nameTyp=ENT&masterFileId=20201114430&entityId2=20201114430&srchTyp=ENTITY

A particular of interest was the declared share structure:
"The corporation is authorized to issue _10,000,000_ common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution."

I didn't see any mention of the Nixon Restaurant Corp in any of the 2020 WCVC Edgar filings, so presume that at that time NRC was legally distinct from WCVC.

Nixon has kept up the Florida state filings for NRC (including for 2023).

Since Nixon hasn't gotten back to public trading, there is no public paperwork to inspect, to prove anything one way or the other, but the math adds up (10B WCVC CO + 10M NRC CO = 10,010,000,000 A/S of WCVC Florida).

Feel free to speculate wildly on this public/hiding-in-plain-sight information.