Replies to post #4390 on Praxsyn Corp (PXYN)

[brharris]

I think in part because of the sale of Pet Airways portion of the company. Many shares were issued to two individuals. And line item #2 doesn't sit well with me!


On March 26, 2013, shareholders holding a two-thirds (2/3) majority of the shares entitled to vote on matters presented to the Common shareholders voted to amend the articles as follows:

1.
To change the name of the Company to, “Praxsyn Corporation.”

2.
To increase the number of authorized shares of Common Stock to One Billion Four Hundred and Million (1,400,000,000) shares.

3.
To authorize the Board of Directors to designate, from the already authorized ten million (10,000,000) shares of preferred stock, classes of stock with whatsoever rights and preferences as the board of directors may so choose, including voting and super-majority voting privileges.

4.
To amend the articles so that actions which, by the terms of the Illinois Business Corporation Act of 1983, would normally require a two thirds (2/3) majority vote of the shareholders to pass shall only require a simple majority.

5.
To approve the Agreement and Plan of Merger listed as an exhibit to that certain current report on Form 8-k and filed with the Securities and Exchange Commission on March 26, 2014.

[Traderfan]

The only negative I see is the increase of AS. With 100M sales projected for 2014, why increase AS?

That's actually easy to answer. The new entity who will come in here, gets 500k preferred D shares and these shares are convertible into 500 million common shares. So for that alone they have to raise the A/S because otherwise it would be impossible for the preferred to get converted.

[brharris]

This doesn't look good to me either:


On March 26, 2013, the Company issued 60,000,000 Common Stock shares to Daniel Wiesel and Alysa Binder, both officers and directors of the Company, pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933. The shares were issued in consideration of the cancellation of accrued, yet unpaid wages in the amount of $1,300,000 and the agreement by The Watermark Company, Inc., a corporation controlled by the Daniel Wiesel and Alysa Binder, to purchase the Company’s interest in Pet Airways, Inc., a Florida corporation through which the Company formerly operated its discontinued pet airline. The sale of Pet Airways, Inc. relieves the Company of debts totaling approximately $1,000,000. The Company had agreed, in principle, to allow Mr. Wiesel and Ms. Binder to reacquire Pet Airways and settle their outstanding unpaid wages as soon as the acquisition of PDC/MESA was complete. The Company retains the ownership of the flight reservation system developed by the Company; however, Pet Airways, Inc. retains a royalty free license to utilize the system in perpetuity. A sale of the flight reservation system is being considered.

On March 26, 2013, the Company issued 7,441,584 Common Stock shares to the Daniel T Zagorin Family Trust in exchange for $500,000 in cash.


The 60 million shares issued is double the current float!