LDHI just filed the 8K on that A/S raise
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On February 28, 2007 the Company's Board of Directors approved an
amendment to the Company's Articles of Incorporation so that, as amended,
the Company's authorized Common Stock is to increase from 100,000,000 to
900,000,000 shares.
The resolution adopting the amendment to the Company's Articles of
Incorporation was further approved on February 28, 2007 by written consent
of the holders of a majority of the votes issued to holders of the
Company's voting capital stock.
ITEM 7.01 REGULATION FD DISCLOSURE
On February 28, 2007 and as set forth above, the Company's Board of
Directors elected officers for the coming year (as listed above) and each
of the Company's three Directors, namely, Ronald C. Touchard, Dr. Michael
Brown, and Wayne Bailey, were relected as Directors of the Company.
In addition, on February 28, 2007, the Company's Board of Directors
approved a resolution to amend the Company's Articles of Incorporation to
increase the authorized Common Stock of the Company from 100,000,000 to
900,000,000 shares. On the same date and by written consent of the holders
of a majority of the votes issued to holders of the Company's voting
capital stock, the resolution to amend the Company's Articles of
Incorporation was further approved to increase the authorized Common Stock
of the Company from 100,000,000 to 900,000,000 shares. See "Factors That
May Affect Future Results" below.
(A) Factors That May Affect Future Results
In General. The purchase of shares of our common stock is very
speculative and involves a very high degree of risk. Our business
organization and structure all involve elements of risk. In many
instances, these risks arise from factors over which we will have little or
no control. Some adverse events may be more likely than others and the
consequence of some adverse events may be greater than others. No attempt
has been made to rank risks in the order of their likelihood or potential
harm.
1) The market price of our common stock may fluctuate significantly.
The market price of our common shares may fluctuate significantly in
response to factors, some of which are beyond our control, such as:
- the announcement of new technologies by us or our competitors;
- quarterly variations in our and our competitors' results of
operations;
- changes in earnings estimates or recommendations by securities
analysts;
- developments in our industry; general market conditions and other
factors, including factors unrelated to our own operating
performance;
- changing regulatory exposure, laws, rules and regulations which
may change; and
- tax incentives and other changes in the tax code.
Further, the stock market in general has recently experienced extreme
price and volume fluctuations. Continued market fluctuations could result
in extreme volatility in the price of our common shares, which could cause
a decline in the value of our common shares. You should also be aware that
price volatility might be worse if the trading volume of our common shares
is low.
2) Trading of our common stock is limited and Potential Dilution
Our Common Stock is traded on a limited basis and there can be no
guarantee that our Common Stock will gain or maintain any sustained trading
market. Trading in our common stock has historically been limited and
sporadic with only a limited trading market over any long or extended
period of time. This has adversely effected the liquidity of our
securities, not only in terms of the number of securities that can be
bought and sold at a given price, but also through delays in the timing of
transactions and reduction in security analysts' and the media's coverage
of us. This may result in lower prices for our common stock than might
otherwise be obtained and could also result in a larger spread between the
bid and asked prices for our common stock. There will likely be only
limited liquidity and investors will not likely have the ability to
purchase or sell our common stock in any significant quantities. This too
will sharply limit interest by individual and institutional investors.
Further, upon filing of the Amendment to our Articles of Incorporation, we
may issue additional shares of its common stock. There can be no assurance
that the Company will be able to issue any additional shares of its common
stock or if it is successful in issuing any additional shares of its Common
Stock, that it will be able to do so at any price that is reasonable in
light of the Company's current circumstances.
3) Limited Financial Resources and Future Dilution
We are a small company and we have limited financial resources. While
we believe that we have some significant growth opportunities, we cannot
assure you that we will be successful in obtaining additional financial
resources to meet our financial needs or, we are successful in doing so,
that we can obtain such financial resources on terms that are reasonable in
light of our current financial circumstances. We anticipate that we may
raise additional capital in the future and we cannot assure you that we
will be successful in raising additional capital or if we do, that current
investors will not suffer immediate and substantial dilution as a result of
any successful financing transactions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Form
8-K statement has been signed by the following persons in the capacities
and on the dates indicated:
Name Title Date
--------------------------- --------------------------- ---------------
/s/ Dr. Michael Brown
---------------------------
Dr. Michael Brown President March 6, 2007
/s/ Ronald C. Touchard
---------------------------
Ronald C. Touchard Chief Executive Officer/
Treasurer Chairman of the
Board of Directors March 6, 2007
/S/ Wayne Bailey
---------------------------
Wayne Bailey Chief Financial Officer/
Secretary March 6, 2007
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