الســلام عليكمـ ورحمة الله وبركاته
عضـــو قديـــمـ وجـديـد معاكمـ ...
وأول مشاركـة لـي ( مستجــــــد )
وألــف شكــر لكــل الاخـوان بهالمنتدى والله يعطيكم مليووووون عافيــة
سهـمـ عليـه كـلام بالمنتديات الأجنبية
وسعـره .0001
This one should have run in a day or two
(!!! MMs like to unload inventory before R/S!!!)
from SCHEDULE 14C:
NOTICE OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED SEPTEMBER 15, 2006
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to a written consent of a majority of stockholders dated September 15, 2006, in lieu of a special meeting of the stockholders. Such action will be taken on or about *, 2006:
1. To Amend the Company's Certificate of Incorporation, as amended, to decrease the number of authorized shares of common stock, par value $.001 per share (the “Common Stock”), of the Company from 15,000,000,000 shares to 1,500,000,000 shares;
2. To Amend the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at the ratio of 1,000 for 1;
3. To ratify the selection of Russell Bedford Stephanou Mirchandani LLP as independent registered public accounting firm of the Company for the year ending February 28, 2007;
5. To adopt the Company’s 2006 Incentive Stock Plan.
OUTSTANDING SHARES AND VOTING RIGHTS
As of September 15, 2006, the Company's authorized capitalization consisted of 15,000,000,000 shares of Common Stock, of which 9,036,025,096 shares were issued and outstanding as of the Record Date. Holders of Common Stock of the Company have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock. As of the Record Date, the Company also had 800,000 shares of Series A convertible preferred stock issued and outstanding. Each share of Series A convertible preferred stock is entitled to voting rights equal to 9,000 times the number of shares of Series A convertible preferred stock held.
Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders. However, as a result of the voting rights of the Series A convertible preferred stockholders who hold at least a majority of the voting rights of all outstanding shares of capital stock as of September 15, 2006, will have voted in favor of the foregoing proposals by resolution dated September 15, 2006; and having sufficient voting power to approve such proposals through their ownership of capital stock, no other stockholder consents will be solicited in connection with this Information Statement. Paul S. Lipschutz holds 750,000 shares of Series A convertible preferred stock and 87,881,896 shares of common stock, Jay Lipschutz holds 50,000 shares of Series A convertible preferred stock and 939,641 shares of common sotck; and Marilyn Lipschutz holds 200,000 shares of Series A convertible preferred stock and 3,500,000 shares of common stock. Combined, they hold 9,092,321,537 votes out of a total of 18,036,025,096 possible votes on each matter submitted to the stockholders. Paul S. Lipschutz, Jay Lipschutz and Marilyn Lipschutz are the shareholders who will have voted in favor of the foregoing proposals by resolution dated September 15, 2006.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposal will not be adopted until a date at least 20 days after the date on which this Information Statement has been mailed to the stockholders. The Company anticipates that the actions contemplated herein will be effected on or about the close of business on *, 2006.
ســـلام
