Replies to post #97040 on Expo Holdings Inc. (EXPH)

[Santa Barbara Broker]

gold...I'll likely be corrected on this, but I'll try. I believe that warrants for common shares like convertible debentures can only be issued by qualified public companies. EXPH and other highly illiquid pink sheet companies are not qualified or permitted to issue such instruments as far as I know. Renee knows why and has posted the reason here before. The difference between authorized shares (A/S count) and outstanding shares (O/S count) is that authorized are the TOTAL number of shares the company is permitted to issue without doing another A/S raise. The outstanding count is the number of shares that the company HAS issued inside of the current permitted A/S. The float is the number of free trading shares. The reason we don't know the float is because that would be the cake coming out of the oven toward knowing whether or not Harrs and Brown sold shares. The Form 3S would be the icing on that cake. A cake that would then need to be equipped with a file and sent to both of them if it should be proven true (as generally believed) that they (or a third party acting in their interests) sold their "restricted" common shares. IMHO.

[Jeremiah]

Is that what Jerry has been asking about diff between ISSUED and OUTSTANDING?? Just curious....

Void or Voidable? ~ Curing Defects in Stock Issuances ~

http://www.rlf.com/portalresource/lookup/poid/Z1tOl9NPluKPtDNIqLMRVPMQiLsSwKpCm0!/document.name=/Corp07.pdf

Interesting read, (disregard State name in this report)

It is not unusual for practitioners reviewing a Delaware corporation’s stock records
to find omissions or procedural defects raising questions as to the valid issuance of some of the outstanding stock. Examples of such omissions and defects
are limitless, but not infrequently found examples include the absence of
board resolutions authorizing the issuance of stock shown by the transfer books
to have been issued, the absence of evidence that issuances were properly authorized
by the requisite votes of the board or, if required, by the stockholders, the
absence of evidence that the consideration due to the corporation in exchange
for the stock was in fact received, the issuance of more shares than were authorized
by the certificate of incorporation at the time, the issuance of stock prior
to the filing of the charter amendment or certificate of designations authorizing
or creating the stock, and similar procedural and substantive irregularities. Not
infrequently, these defects occurred some time ago, and the stock in question may
have changed hands multiple times since issuance.