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krays

02/07/09 3:56 PM

#4985 RE: tetrahedron32547 #4984

Someone correct me if I'm wrong but, it is my understanding that there is a significant difference between authorized shares and registered shares. Although shareholders are being asked to authorize additional shares, the company is required (in most cases) to register any additional shares before they are allowed to issue. Share registrations are required by the SEC to be made public. Although the company may obtain authorization to issue up to 800mm shares they are not required to register them unless they intend to issue them. IMO if the vote passes and the co were to register all 800mm without a very good explanation, I would question my investment here. However, if authorization is obtained and subsequently an appropriate amount of shares are registered along with an explanation of the intended use of capital, I would not be concerned.
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Authorized shares definition,

Shares authorized is the maximum number of shares that a company can issue. This number is specified in the company's articles of association but can be changed by shareholder approval. A company usually authorizes a higher number of shares than required to be able to issue stock in the future.

http://en.wikipedia.org/wiki/Shares_authorized
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Registration Under the Securities Act of 1933

The SEC accomplishes these goals primarily by requiring that companies disclose important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company's securities.

Here’s how an overview of how the registration process works. In general, all securities offered in the U.S. must be registered with the SEC or must qualify for an exemption from the registration requirements. The registration forms a company files with the SEC provide essential facts while minimizing the burden and expense of complying with the law. In general, registration forms call for:

A description of the company's properties and business;
A description of the security to be offered for sale;
Information about the management of the company; and
Financial statements certified by independent accountants.
Registration statements and prospectuses become public shortly after the company files them with the SEC. All companies, domestic and foreign, are required to file registration statements and other forms electronically. Investors can then access registration and other company filings using EDGAR.

http://www.sec.gov/answers/regis33.htm
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sunspotter

02/09/09 1:57 AM

#4998 RE: tetrahedron32547 #4984

"We now know the vote has been postponed 3 weeks.

The question is why?

I suspect the following:

If BIPH was not going to be able to get the vote passed at all, they would have postponed the vote by months or canceled it completely."

I think they're just desperate. As has been speculated already on this MB, given the number of shares that have changed hands since the appropriate date of ownership to vote in the "Turkeys Voting for Christmas" poll, they may never get these votes.

We know, if we're honest, that they don't need the extra shares to move the development of the Myotech CSS device on, and there's no need for them if the Myotech CSS device is a viable technology for the future. In spite of what others have claimed, there is simply no need for extra shares in order for Biophan to enter into a business development deal.

That raises the question of what they want the shares for. In the past we know they've used hundreds of millions of these shares to fed their "sewer rat" friends.

I see no reason why this particualr leopard should have changed its spots - they certainly haven't issued any communication that would suggest it - and I still maintain that issuing another 550 million shares would be akin to giving a recovering alcoholic the keys to the liquor cabinet."