Replies to post #7982 on iVoice, Inc.(fka IVOI)

[_mmech]

I got it from the last SEC public filing:

"ACTION 1
MERGER OF HYDRA FUEL CELL CORPORATION INTO IVOICE, INC.

On March 9, 2011, the Board of Directors through unanimous written consent, approved the Agreement and Plan of Merger dated March 9, 2011 (the “Agreement”) by and between iVoice, Inc. and Hydra Fuel Cell Corporation (“Hydra”) and authorized the management of the Company to enter into the Agreement with Hydra. The text of Agreement is attached herein as Attachment A.


On May 24, 2011, at least a majority of the aggregate of our shareholders holding a majority of the outstanding Class A Common Stock and Class B Common Stock executed a Written Consent of Shareholders in Lieu of Meeting pursuant to pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act of the State of New Jersey (the “Corporation Law”).


Hydra is a wholly owned subsidiary of American Security Resources Corporation. Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company. All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock. Based upon the present number of iVoice Class A Common Stock shares outstanding, 6,265,563,493 shares, the Hydra shareholders will hold 61.48% of the voting shares of iVoice. Based upon the present number of iVoice Class A Common Stock shares outstanding on the date hereof, 6,265,563,493 shares, the Hydra shareholders would hold 2.4% of the total outstanding Class A Common Stock shares should all of the iVoice Series A Preferred Stock be converted into Class A Common Stock shares."