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oddly enough, i think i made $$ on that one once, one of few
IDGN IDGN IDGN IDGN ....Don't go near it !!
How could I forget ?
http://www.investorshub.com/boards/read_msg.asp?message_id=4336239
kinda boggle the mind, eh? Someone else summed it up....
Rob a 7-11 for $50, get 10 years in jail.
Do an R/S, CEO buys a condo.
how the hell is this EVER going to change???
I still don't understand the legality of it.
real
yeah, I refresh my "favorites" pretty often, if I'm at my 'puter, I see all the new posts pretty quickly.
LOL.... that was quick.
Might want to add MRMN/MMON to this list. 550M S8 and then a 1/500 r/s. What a POS!
Ha! Just getting ready to post that. These POSs have no shame.
lol!! GFYO files 1B share S-8!! lol
http://www.sec.gov/Archives/edgar/data/1145421/000101968704002346/gfy_s8-102704.txt
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>gfy_s8-102704.txt
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
GFY FOODS, INC.
---------------
(Exact name of registrant as specified in its charter)
Nevada 87-0382438
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
601 Deerfield Parkway
Buffalo Grove, Illinois 60089
(Address of principal executive offices)
Amended and Restated 2004 Benefit Plan of GFY Foods, Inc.
---------------------------------------------------------
(Full title of the plan)
Nevada Corporate Headquarters, Inc.
101 Convention Center Drive, #700
Las Vegas, NV 89109
-------------------
(Name, address, including zip code, of agent for service)
Telephone number for Issuer: (847) 353-7554
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Securities Amounts to Proposed Maximum Proposed Amount of
To be be Offering Price per Aggregate Registration
Registered Registered Share Price Fee
---------- ---------- ------------------ --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock, 1,000,000,000 (1) $ 0.001 $1,000,000 $ 126.70
$0.001 par value
</TABLE>
1) The Amended and Restated 2004 Benefit Plan of GFY Foods, Inc. authorizes a
total of 1,001,007,000 shares, 1,007,000 (after adjusting for a two hundred and
fifty for one reverse stock split which was effective as of July 13, 2004 and a
one thousand for one reverse stock split which was effective as of October 26,
2004) of which have already been registered under three Forms S-8 that were
filed on January 20, 2004, April 27, 2004 and August 15, 2004.
(2) This offering price per share is calculated under Rule 457(h)(1) pursuant to
the deemed issuance price as set forth in the Plan (see Exhibit 4 to this Form
S-8).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
Amended and Restated 2004 Benefit Plan of GFY Foods, Inc.
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
------------------------------------------------ ------------------
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by GFY Foods, Inc., a Nevada corporation
("GFY" and/or the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2004 as amended.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended March 31,
2004.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement have been sold or
that de-registers all such securities then remaining unsold, all reports and
other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. (A description of such securities is contained in the
Company's Form 10-SB filed with the Commission, and any amendment or report
filed for the purpose of updating such description. Said description is
incorporated herein by reference. (See "Item 3. Incorporation of Documents by
Reference.")
5. Interests of named experts and counsel. No expert who is named as
preparing or certifying all or part of the Registration Statement to which this
prospectus pertains, and no counsel for the Company who is named in this
prospectus as having given an opinion on the validity of the securities being
offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial interest, direct or indirect, in
the Company.
Item 6. Indemnification of Directors and Officers
Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:
NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.
1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
<PAGE>
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.
Articles of Incorporation.
The Company's Articles of Incorporation provide that to the extent permitted by
law or by public policy, directors of the corporation are to have no personal
liability for monetary damages for breach of fiduciary duty as a member of the
Corporation.
<PAGE>
Any mandate for indemnification whether by statute or court order, is to be
expressly subject to the Corporation's reasonable capability of paying. No
person will be entitled to reimbursement for expenses incurred in connection
with a court proceeding to obtain court ordered indemnification unless such
person first made reasonable application to the corporation and the corporation
either unreasonably denied under application or through no fault of the
applicant was unable to consider the application within a reasonable time. The
corporation may maintain insurance, at its expense to protect itself and any
officer, director, employee or agent or the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss.
The corporation may to the extent authorized from time to time by the directors,
grant rights to indemnification and advancement of expenses to any agent of the
Corporation to the maximum extent permitted by law or public policy.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 27, 2004.
GFY Foods, Inc.
By: /s/ Ed Schwalb
-------------------------------------
Ed Schwalb, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ed Schwalb with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Ed Schwalb President, CEO and Director October 27, 2004.
----------------------
Ed Schwalb
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
GFY Foods, Inc..
(a Nevada corporation)
INDEX TO EXHIBITS
SEC Ref. No. Description of Exhibit
------------ ----------------------
4 Amended and Restated 2004 Stock Benefit Plan of the Company
5, 23(b) Opinion and consent of Counsel with respect to the legality
of the issuance of securities being issued
23(a) Consent of Accountant
10(a) Prospectus of GFY Foods, Inc.
</TEXT>
</DOCUMENT>
Hello Art, Norman T. Reynolds list update...
Posted this on the new board and thought it would be a good idea to put it here. I also would love it if those who are good PIs would check out the two Companies I mentioned in the post. I call these guys the "San Diego Gang" as most roads lead there of course after las vegas....
http://www.investorshub.com/boards/read_msg.asp?message_id=4404916
Fast Eddie Schwalb-O is well known and hated around here at iHub for his wreckless and relentless paper printing abuses.
Please note that GFYF changed to GFYI and
that changed to GFYO all within 5 months.
These changes were made along with the
r/s in July and Oct 2004. Also note each
time the changes were made the new high and low
gave the company a better slant. In reality
the high and low for the year is closer to
.0050 high and .0001 low. All others were
resulting from a r/s and name change. Be aware
this is a stock you need to stay away from or
you will lose your shirt! I know, I did !
HEY ART!! your board here is number 4 hit on google search yehawwwwwwwwwwwwwwwwwwww
Web Results 1 - 10 of about 3,760 for stocks S8 filings. (0.38 seconds)
Smartmoney.com: Stocks: Edgar-OnlineStocks: Edgar-Online, CISCO SYSTEMS INC (CSCO). Quick search by: Company Name. Sort By: Form Type · Time Filed. Date, Filings, More Info. ...
www.edgar-online.com/brand/smartmoney/search/?sym=CSCO - 47k - Cached - Similar pages
newsobserver.com / Stocks Center... Key SEC Filings for DELL. Year Ticker Select Latest. Key SEC Filings for DELL. 10-Q, Quarterly reporting form under the 1934 ...
studio.financialcontent.com/ Engine?Account=newsob&PageName=SEC&Ticker=DELL - 101k - Cached - Similar pages
newsobserver.com / Stocks Center... Key SEC Filings for MSFT. Year Ticker Select Latest. Key SEC Filings for MSFT. 8-K, Current form under 1934 Act for issuer to ...
studio.financialcontent.com/ Engine?Account=newsob&PageName=SEC&Ticker=MSFT - 101k - Cached - Similar pages
[ More results from studio.financialcontent.com ]
Investors Hub - iHub Blacklisted Stocks... 60, No, filings are legit, but to accuse a, cintrix, 10/13/2004 9:10:55 AM. ... 27, stocks that make me cringe: rlangmaid, 9/26/2004 8:18:52 PM. ...
www.investorshub.com/boards/board.asp?board_id=2907 - 16k - Cached - Similar pages
a 1 for 2000 R/S and increasing the auth to 20B?! these things are just getting ridiculous....
LSTE - PRE-14C Unreal
To Our Stockholders:
The purpose of this information statement is to inform the holders of record of shares of our common stock and preferred stock as of the close of business on the record date, October 20, 2004 that our board of directors has recommended, and that a majority of our stockholders intend to vote in favor of resolutions which will accomplish the following:
- Implement a reverse stock split of our common stock on the basis of one post-consolidation share for up to each 2,000 pre-consolidation shares;
- Amend our articles of incorporation to reduce the par value of our common stock from $0.0001 per share to $0.00001 per share;
- Amend our articles of incorporation to increase the number of our authorized shares of common stock to 20,000,000,000 shares and to increase our authorized number of shares of preferred stock from 200,000,000 preferred shares to 500,000,000 shares of preferred stock;
We have a consenting stockholder, Ray Hawkins, our president and director, who holds 80,060,000 shares of our Series B preferred stock. Mr. Hawkins will vote in favor of the proposed corporate actions. Mr. Hawkins will have the power to pass the proposed corporate actions without the concurrence of any of our other stockholders.
Pursuant to our amended certificate of designation establishing Series B preferred stock, each share of our currently issued and outstanding Series B preferred stock may be converted into one (1)fully paid and nonassessable shares of our common stock. The holders of record of outstanding shares of Series B preferred stock shall be entitled to cast on any matter to be voted upon by the holders of common stock of the corporation, that number of votes which the number of shares of common stock into which such outstanding Series B preferred stock is then convertible would be entitled to cast multiplied by 50.
Therefore, Mr. Hawkins will have the power to vote 4,003,000,000 shares of the common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the record date.
Mr. Hawkins will vote in favor of the proposed grant of authority to the directors with respect to the amendment to our articles of incorporation, for the change in par value of our common stock, for the reverse split of our common.
This information statement is being mailed on or about November 1, 2004 to all stockholders of record as of October 20, 2004.
We appreciate your continued interest in Livestar Entertainment Group, Inc.
Very truly yours,
/s/ Ray Hawkins
Ray Hawkins
President
Little has been said about the S8-POS that was filed by WLDI on 10-19-04. They added another 30M shares to the original.
http://knobias.10kwizard.com/filing.php?repo=tenk&ipage=3040285&doc=1&total=&back=2&...
This company has developed a very bad habit of selling into any attempts by traders to run the stock price up, buyer beware!
DRKD filed S-8 for 1B shares (lmao!) http://www.sec.gov/Archives/edgar/data/830664/000107054404000131/forms8.txt
lolol......what?
Why for AGRD which is now AGRI?
Thanks for the info. Luckily, I don't any stocks on this list.
Thanks for the info. Luckily, I don't any stocks on this list.
Yea, like showing revenue, contractual agreements for revenue, purchase order for cost of goods sold, etc,,,What a joke!!!Sue me sue me how you gonna do me! Sandgoat
yeah, I agree the semantics should be carefully worded.
No, filings are legit, but to accuse a company of wrongdoing publicly could cause problems - just a caveat.
Yea, not too worried though. They'd have to prove the companies they represent aren't employing questionable practices with regard to printing and selling shares.
all one has to do is post links to all the s-8's and pre14c r/s filings to see what these people do. I don't think filings are slander.
I'd be careful there, Casprs - they may counter with slander.
I just sent Loyola an e-mail as well...
Just to let you know, because of what some of the companies you represent have done with share dilution and r/s's, Loyola has been placed on all of the message boards as company that represents very questionable companies and encourages all investors to refrain from investing in any of them.
yes, and if you ever see a pr listing "Jerry Bacall" as the IR contact... run, not walk away....
Check this site before buying anything. If you find the company of the Loyola client list.... STAY WAY AWAY!
http://4lfs.com/clients.asp
looks like they have a name change in store too, as their name and symbols are getting too recognizable for their scam to continue..lol
Yup >>>
October 22, 2004
To Our Stockholders:
The purpose of this information statement is to inform the holders of
record of shares of our common stock and preferred stock as of the close of
business on the record date, September 24, 2004 that our board of directors has
recommended, and that a majority of our stockholders intend to vote in favor of
resolutions which will accomplish the following:
- Grant discretionary authority to our directors to amend our articles of
incorporation to change our name from "American Fire Retardant Corp." to
"Global Materials & Services, Inc." within 180 days of this information
statement with the exact time of the amendment to be determined by our
directors;
- Implement a reverse stock split of our common stock on the basis of one
post-consolidation share for each 2,000 pre-consolidation shares;
- Amend our articles of incorporation to reduce the par value of our common
stock from $0.001 per share to $0.0001 per share;
- Amend our articles of incorporation to increase the number of our
authorized shares of common stock to 19,800,000,000 shares; and
- Approve the following Stock Plans of American Fire Retardant Corp.:
(a) Employee Stock Plan for the Year 2003, adopted by the directors on
April 28, 2003 with 200,000,000 shares available for issuance under the Plan;
(b) Employee Stock Plan for the Year 2003 No. 2, adopted by the
directors on May 21, 2003 with 15,000,000 shares available for issuance under
the Plan;
(c) Employee Stock Plan for the Year 2003 No. 3, adopted by the
directors on June 23, 2003 with 10,000,000 shares available for issuance under
the Plan;
(d) Employee Stock Plan for the Year 2003 No. 4, adopted by the
directors on August 26, 2003 with 395,000,000 shares available for issuance
under the Plan;
(e) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 11, adopted by the directors on August 26, 2003 with 200,000,000
shares available for issuance under the Plan;
(f) Employee Stock Plan for the Year 2003 No. 5, adopted by the
directors on October 15, 2003 with 595,000,000 shares available for issuance
under the Plan;
(g) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 12, adopted by the directors on October 15, 2003 with 995,000,000
shares available for issuance under the Plan;
(h) Employee Stock Plan for the Year 2003 No. 6, adopted by the
directors on December 4, 2003 with 700,000,000 shares available for issuance
under the Plan;
(i) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 13, adopted by the directors on December 4, 2003 with 295,000,000
shares available for issuance under the Plan; and
(j) Stock Plan for the Year 2004, adopted by the directors on January
9, 2004 with 1,200,000,000 shares in the aggregate available for issuance under
the Plan.
<PAGE>
We have a consenting stockholder, Stephen F. Owens, our president and
director, who holds 100,000,000 shares of our preferred stock. Mr. Owens will
vote in favor of the proposed amendment to our articles of incorporation. Mr.
Owens will have the power to pass the proposed amendment without the concurrence
of any of our other stockholders.
Pursuant to our amended certificate of designation establishing Series A
preferred stock, each share of our currently issued and outstanding Series A
preferred stock may be converted into 10 fully paid and nonassessable shares of
our common stock. On all matters submitted to a vote of the holders of the
common stock, including, without limitation, the election of directors, a holder
of shares of the Series A preferred stock shall be entitled to the number of
votes on such matters equal to the number of shares of the Series A preferred
stock held by such holder multiplied by the number of shares of the common stock
each such share of the Series A preferred stock shall then be convertible.
Therefore, Mr. Owens will have the power to vote 1,000,000,000 shares of the
common stock, which number exceeds the majority of the issued and outstanding
shares of the common stock on the record date.
Mr. Owens will vote in favor of the proposed grant of authority to the
directors with respect to the amendment to our articles of incorporation, for
the change in par value of our common stock, for the reverse split of our common
stock and for the approval of our Stock Plans.
Previous Amendments. This information statement is also being sent in
connection with the previous approval by our board of directors of the corporate
actions referred to below and their subsequent adoption by our majority
stockholders. Accordingly, all necessary corporate approvals in connection with
the matters referred to herein have been obtained, and the discussion of the
November 13, 2002 and February 28, 2003 Amendments in this information statement
is furnished solely for the purpose of informing stockholders, in the manner
required under the Securities Exchange Act of 1934, as amended, of these
corporate actions.
The November 13, 2002 Amendment. On November 13, 2002, as authorized by the
necessary approvals of our board of directors and our majority stockholder, we
approved the adoption of an amendment (the "November 13, 2002 Amendment") to our
articles of incorporation in the form of Attachment C hereto, which (i)
-------------
increased our authorized preferred stock to 25,000,000 shares; and (ii)
increased our authorized common stock to 375,000,000 shares.
The November 13, 2002 Amendment was adopted because our board of directors
believed that our then existing capital structure was inadequate for our
corporate needs. Following the November 13, 2002 Amendment, on February 3, 2003,
8,500,000 shares of our preferred stock were designated as Series A preferred
stock, pursuant to the certificate of designation of the Series A preferred
stock. Thereafter, on March 6, 2003, we adopted a second amended certificate of
designation, increasing the number of shares designated as Series A preferred
stock from 8,500,000 to 25,000,000.
The November 13, 2002 Amendment was approved by a majority of the total
number of shares of common stock and preferred stock issued and outstanding and
entitled to vote on the matter. Consequently, an amendment to our articles of
incorporation, as well as the certificate of designation of the Series A
preferred stock and the second amended certificate of designation of the Series
A preferred stock were filed with the Secretary of State of Nevada by our proper
officers.
The number of shares of our common stock outstanding at the time of the
adoption of the November 13, 2002 Amendment was 54,031,578; and the number of
shares of the common stock entitled to vote on the November 13, 2002 Amendment
was 54,031,578. The number of shares of our preferred stock outstanding at the
time of the adoption was 2,500,000; and the number of shares of the preferred
stock entitled to vote on the November 13, 2002 Amendment was 2,500,000.
The number of shares of our common stock that voted for the November 13,
2002 Amendment was 27,421,000. The number of shares of our preferred stock that
voted for the November 13, 2002 Amendment was 2,500,000. The vote for the
- 2 -
<PAGE>
November 13, 2002 Amendment was taken in the form of a consent executed by our
stockholders owning a majority of our shares entitled to vote thereon, pursuant
to the provisions of Section 78.320 of the Nevada Revised Statutes. However,
each share of the preferred stock was entitled to be counted as 10 shares of
common stock for voting purposes. As a result, 2,500,000 shares of the preferred
stock were equal to the vote of 25,000,000 shares of common stock, which number
exceeded the total number of the issued and outstanding shares of the common
stock on the record date for the vote on the November 13, 2002 Amendment. The
number of shares voted against the November 13, 2002 Amendment was zero, with
the result that the November 13, 2002 Amendment received a majority of the votes
of the outstanding stock of each class of our stock entitled to vote thereon.
The February 28, 2003 Amendment. Our board of directors determined that our
capital structure was still inadequate to serve our ongoing needs, despite the
recent November 13, 2002 Amendment to our articles of incorporation. Therefore,
on February 28, 2003, as authorized by the necessary approvals of our board of
directors and our majority stockholder, we approved the adoption of an amendment
(the "February 28, 2003 Amendment"), in the form of Attachment D hereto, to our
------------
articles of incorporation which (i) increased the number of shares of our
authorized preferred stock to 200,000,000 shares; and (ii) increased the number
of shares of our authorized common stock to 1,800,000,000 shares.
The February 28, 2003 Amendment was approved by a majority of the total
number of shares of common stock and preferred stock issued and outstanding and
entitled to vote on the matter. Accordingly, an amendment to our articles of
incorporation was filed by our proper officers with the Secretary of State of
Nevada.
The number of shares of our common stock outstanding at the time of the
adoption of the February 28, 2003 Amendment was 167,231,579; and the number of
shares of our common stock entitled to vote on the February 28, 2003 Amendment
was 167,231,579. The number of shares of our preferred stock outstanding at the
time of the adoption was 18,000,000; and the number of shares of the preferred
stock entitled to vote on the February 28, 2003 Amendment was 18,000,000.
The number of shares of the common stock that voted for the February 28,
2003 Amendment was 7,000,000. The number of shares of the preferred stock that
voted for the February 28, 2003 Amendment was 18,000,000. The vote for the
February 28, 2003 Amendment was taken in the form of a consent executed by
stockholders owning a majority of our shares entitled to vote thereon, pursuant
to the provisions of Section 78.320 of the Nevada Revised Statutes. However,
each share of preferred stock was entitled to be counted as 10 shares of common
stock for voting purposes. As a result, the 18,000,000 shares of the preferred
stock were equal to the vote of 180,000,000 shares of common stock, which number
exceeded the majority of the issued and outstanding shares of the common stock
on the record date for the vote on the February 28, 2003 Amendment.
This information statement is being mailed on or about October 22, 2004 to
all stockholders of record as of September 24, 2004.
We appreciate your continued interest in American Fire Retardant Corp.
Very truly yours,
/s/ Stephen F. Owens
Stephen F. Owens
President
http://www.sec.gov/Archives/edgar/data/1049234/000101540204004275/doc1.txt
Is it true that AFRN just announced another R/S...this time 2000 for 1??
Wow...that's quite the scam they have going.....
Agreed-SURBER-buyer beware
DRKD maybe good company being duped as well
NXIA/DRKD connection should also have been a tip-off when I was long DRKD (dogs and fleas kinda thing:
DRKD -- Dark Dynamite, Inc.
Com ($0.001)
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
Dark Dynamite Takes up New Residence; Landmark Building Becomes Center of Universe
SALT LAKE CITY, Aug 6, 2004 (BUSINESS WIRE) -- Dark Dynamite (OTCBB: DRKD), an eccentric lifestyles company, announces the signing of a five-year lease for its new Salt Lake City headquarters with Wasatch Capital Corp., a subsidiary of Nexia Holdings Inc. (OTCBB: NXIA). The new offices and design rooms will be housed in the glorious turn-of-the-century Bennet Paint and Glass building located at 61 W. 100 S. Salt Lake City, UT 84101. This landmark, in the heart of historic downtown, exhibits an astounding level of Victorian ornamentation, which aligns beautifully with the company's aesthetics. The choice of the Bennet building was also based on its amenities, such as rooms large enough for the rapidly expanding design and service departments of Dark Dynamite and its subsidiaries. Also, the space has ample square footage to expand its warehousing capabilities, and seemingly endless natural light provided by grand floor-to-ceiling windows.
The lease agreement outlines that Dark Dynamite's plans for renovation of the new space will directly offset the cost of the lease. The lease is for the entire 4,704-square-foot second floor of the building and has an initial lease cost of $12 per square foot for the first year and increases by 3% every year. The company is in contract negotiations with MJSA and Associates, an architecture firm in Salt Lake City, to develop its new workspace. Construction on this site is slated to begin in late August. The building has approximately 10,000 square feet in addition that can be developed as the company grows.
So does NXIA get added to the ibox? lol
Richard Surber - a name you will see repeated again and again among these abusive dilutors.
and not to forget NXIA's upcoming 1 x 1000 R/S:
Nexia's board had determined that it would be in the Company's best interest in the near future to conduct a reverse split of its common stock an up to one for one thousand basis and has received the consent of holders of a majority of the voting rights of the Company's securities to authorize the board to conduct such a reverse split in the Board's discretion.
A name to remember: Richard Surber, President, NXIA
http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3D%5C2004%5C09%5C30%5CEDGARNew....
AFRN - another 3B S-8 http://www.sec.gov/Archives/edgar/data/1049234/000128962304000067/mainbody.htm
No, I'm sorry I missed that. Now for sure I didn't get my monies worth.LOLOLOLOL The gut feeling I had about this one could obviously be attributed to raising kids at my age. Hell, I used to watch Howdy Doody, Uncle Bob, and Captain Kangaroo. It's a different world out there today. Sandgoat
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