It will be 3 billion soon. Presently the PPS values this at $250 million. SCARY!
PROPOSAL 1
APPROVAL OF AMENDMENT TO THE COMPANY’S
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
General
The present capital structure of the Company authorizes 1,000,000,000 shares of Common Stock. It also authorizes 10,000,000 shares of “blank check” Preferred Stock, which may be issued from time to time in one or more series with such rights, preferences and privileges as may be determined by the Board of Directors. The Company believes that this capital structure is inadequate for the future needs of the Company. Accordingly, the Board has approved the amendment of the Company’s Certificate of Incorporation (the “Certificate”) to increase the authorized number of shares of Common Stock from 1,000,000,000 to 3,000,000,000 shares (the “Common Stock Proposal”). No change is proposed to be made with respect to the number of authorized shares of Preferred Stock.
The Board believes the Common Stock Proposal more appropriately reflects the present and future needs of the Company and recommends such amendment to the Company’s stockholders for adoption. On the Record Date, there were 738,473,611 shares of Common Stock outstanding and 0 outstanding shares of Preferred Stock. The proposed amendment of the Certificate was approved by the Board effective December 9, 2013, subject to stockholder approval at the Special Meeting.
Purpose of Authorizing Additional Common Stock
The Board has proposed that the Company increase its authorized shares of common stock from 1,000,000,000 to 3,000,000,000. This increase will allow the Company to comply with the terms of its Joint Venture Agreement (the “Agreement”) with CANX USA LLC (“CANX”), a Nevada limited liability company as well as allow the Company to have flexibility in future transactions which may be accomplished through the issuance of new stock. The vote of a majority of the shares of Common Stock represented at the Special Meeting is required for the authorization of the increase in authorized shares of common stock of the Company.
Item 3.02.
Unregistered Sales of Equity Securities
See the disclosures made in Item 1.01 for both the CEN Transaction and the RXNB Transaction, which are incorporated herein by reference. The Company’s securities were offered and sold to accredited investors in transactions exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder. The transactions did not involve a public offering and the offer and sale of the securities was completed without general solicitation or advertising. Furthermore, no underwriter was engaged and there were no underwriting commissions paid by the Company.
7.
Ownership Interest . The percentages of ownership interest of the Shareholders are as follows:
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