دورة المؤشرنت للتحليل الفني
50 دينار كويتي
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- بادئ الموضوع قناص60
- تاريخ البدء
fr99br
عضو نشط
اخوي قناص دبحتوه للشعتاني السالف كلها ما يبغالها شي قسم الخمسة مليون سهم على 150 يطلعلك عدد الاسهم بعد التقسيم العكسي ويساوي ياطويل العمر 33.334 سهم ،متى موعد التقسيم ارجع للخبر او انتظر لين الشركه تعلن، بس نصيحه مني بيع اسهمك قبل التقسيم .
والفرص ما تخلص حتى لو انك خسران بيع.
والفرص ما تخلص حتى لو انك خسران بيع.
fr99br
عضو نشط
اخوي قناص ارجو ارفاق الخبر ، علشان نتأكد بس حسب علمي هو تقسيم عكسي. يعني تقليل اسهمها.
قناص60
عضو نشط
- التسجيل
- 15 يناير 2007
- المشاركات
- 51
-Apr-2007
Entry into a Material Definitive Agreement, Amendments to Articles
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 29, 2007 we entered into a Binding Letter of Intent with Pluginz, LLC with respect to our proposed acquisition of 100% of the capital stock of Pluginz, Inc. and Plugin Stores, Inc., which together comprise the Pluginz business (collectively "Pluginz"). The closing date shall be within 30 days from the date of the Binding Letter of Intent, unless mutually extended in writing, at which time we intend to enter into a definitive agreement with Pluginz.
Under the terms of the Binding Letter of Intent, we proposed to purchase the stock in Pluginz with a combination of cash and stock for total consideration of approximately $1,250,000.
Further, under the Agreement, within 60 days calendar days from closing, we will merge our company with Pluginz, with PlanetLink Communications, Inc. as the surviving entity. We agreed to change the name of our company to Vanguard Digital, Inc. a name that accurately reflects the new business and reincorporate to Delaware within 60 calendar days from closing. We further agreed to name Mr. Robert Lott as the our President and Chief Executive Officer, Mr. Christopher Gilcher as our part-time Chief Financial Officer, Mr. Chris Piercy as a director and Mr. Scott Gallagher as Co-Chairman. Mr. M. Dewey Bain will have the title of Co-Chairman. Messrs. Lott, Bain, Gilcher and Gallagher will enter into employment agreements with us and the management of Pluginz and its affiliates will enter into two-year non-compete agreements in addition to employment agreements. Ms. Trombly will remain as a director and we intend to appoint Mr. Piercy as a director. Mr. Lott will receive $100,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Bain will receive $100,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Lott will receive $150,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Gilcher will receive $50,000 per year.
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Additionally, we agreed to close a financing of at least $1,000,000 within 21 days of the closing date. Upon signing the Agreement, both parties agreed that if the acquisition described herein does not close for reasons not described in the Agreement, the party that cancels the Agreement shall pay the other party a break-up fee of $50,000.
The foregoing description of the terms and conditions of the Agreement is qualified in its entirety by, and made subject to, the more complete information set forth in the Binding Letter of Intent filed as exhibit 10.1, incorporated herewith.
Also on March 29, 2007, we entered into two Settlement and General Release Agreements with Sean Fulda and with Michael Fulda with respect to the cancellation of all Preferred Shares held by each in consideration for $100,000 paid to Sean Fulda and $100,000 paid to Michael Fulda. Under the terms of the Settlement Agreements we agreed to cancel the 1,041,667 Preferred Shares held by Sean Fulda and the 1,041,667 Preferred Shares held by Michael Fulda, and agreed that any and all agreements between us and these parties are cancelled and terminated. Further, under the Settlement Agreements, the parties mutually agreed to release the other from any present or future claims.
In addition, under the terms of the Settlement Agreement between us and Sean Fulda, we agreed to transfer to Sean Fulda, all rights in our coin wash subsidiary, Coin Wash Associates, Inc., including all of the assets and liabilities within 30 days from closing.
The foregoing description of the terms and conditions of the Settlement Agreements is qualified in its entirety by, and made subject to, the more complete information set forth in the Settlement Agreement and General Release between the Company and Sean Fulda and between the Company and Michael Fulda, filed as exhibits 10.2 and 10.3., respectively, incorporated herewith.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
On March 14, 2007, the Georgia Secretary of State declared our Articles of Amendment effective. The Articles of Amendment amended our Amended and Restated Articles of Incorporation to increase our authorized common stock from 1.5 billion shares to 5 billion shares. We were not notified of this acceptance until April 2, 2007.
ITEM 8.01 OTHER EVENTS
On March 5, 2007, we held our 2006 Annual Meeting of Stockholders. The results of the meeting were as follows:
Proposal 1: Election of Directors.
FOR WITHELD
Amy M. Trombly 2,019,871,544 14,653,271
M. Dewey Bain 2,019,704,634 14,820,181
James T. Crane 2,020,088,744 14,436,071
Proposal 2: Amendment of the Amended and Restated Articles of Incorporation to increase the number of authorized shares from 1.5 billion to 5 billion.
FOR 1,345,072,705
AGAINST 55,423,133
ABSTAIN 7,486,957
Proposal 3: Amendment of the Amended and Restated Articles of Incorporation to effect a reverse split in the range of 50:1 to 150:1.
FOR 1,930,647,485
AGAINST 88,602,935
ABSTAIN 15,274,393
This report may contain forward-looking statements that involve risks and uncertainties, including, without limitation, statements concerning our business and possible or assumed future results of operations. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of our products or difficulties related to our integration of the businesses we may acquire; and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
وشكرا لكل من يستطيع المساعده .
Entry into a Material Definitive Agreement, Amendments to Articles
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 29, 2007 we entered into a Binding Letter of Intent with Pluginz, LLC with respect to our proposed acquisition of 100% of the capital stock of Pluginz, Inc. and Plugin Stores, Inc., which together comprise the Pluginz business (collectively "Pluginz"). The closing date shall be within 30 days from the date of the Binding Letter of Intent, unless mutually extended in writing, at which time we intend to enter into a definitive agreement with Pluginz.
Under the terms of the Binding Letter of Intent, we proposed to purchase the stock in Pluginz with a combination of cash and stock for total consideration of approximately $1,250,000.
Further, under the Agreement, within 60 days calendar days from closing, we will merge our company with Pluginz, with PlanetLink Communications, Inc. as the surviving entity. We agreed to change the name of our company to Vanguard Digital, Inc. a name that accurately reflects the new business and reincorporate to Delaware within 60 calendar days from closing. We further agreed to name Mr. Robert Lott as the our President and Chief Executive Officer, Mr. Christopher Gilcher as our part-time Chief Financial Officer, Mr. Chris Piercy as a director and Mr. Scott Gallagher as Co-Chairman. Mr. M. Dewey Bain will have the title of Co-Chairman. Messrs. Lott, Bain, Gilcher and Gallagher will enter into employment agreements with us and the management of Pluginz and its affiliates will enter into two-year non-compete agreements in addition to employment agreements. Ms. Trombly will remain as a director and we intend to appoint Mr. Piercy as a director. Mr. Lott will receive $100,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Bain will receive $100,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Lott will receive $150,000 per year, with incentives, and a bonus plan for up to 50% of his annual salary. Mr. Gilcher will receive $50,000 per year.
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Additionally, we agreed to close a financing of at least $1,000,000 within 21 days of the closing date. Upon signing the Agreement, both parties agreed that if the acquisition described herein does not close for reasons not described in the Agreement, the party that cancels the Agreement shall pay the other party a break-up fee of $50,000.
The foregoing description of the terms and conditions of the Agreement is qualified in its entirety by, and made subject to, the more complete information set forth in the Binding Letter of Intent filed as exhibit 10.1, incorporated herewith.
Also on March 29, 2007, we entered into two Settlement and General Release Agreements with Sean Fulda and with Michael Fulda with respect to the cancellation of all Preferred Shares held by each in consideration for $100,000 paid to Sean Fulda and $100,000 paid to Michael Fulda. Under the terms of the Settlement Agreements we agreed to cancel the 1,041,667 Preferred Shares held by Sean Fulda and the 1,041,667 Preferred Shares held by Michael Fulda, and agreed that any and all agreements between us and these parties are cancelled and terminated. Further, under the Settlement Agreements, the parties mutually agreed to release the other from any present or future claims.
In addition, under the terms of the Settlement Agreement between us and Sean Fulda, we agreed to transfer to Sean Fulda, all rights in our coin wash subsidiary, Coin Wash Associates, Inc., including all of the assets and liabilities within 30 days from closing.
The foregoing description of the terms and conditions of the Settlement Agreements is qualified in its entirety by, and made subject to, the more complete information set forth in the Settlement Agreement and General Release between the Company and Sean Fulda and between the Company and Michael Fulda, filed as exhibits 10.2 and 10.3., respectively, incorporated herewith.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
On March 14, 2007, the Georgia Secretary of State declared our Articles of Amendment effective. The Articles of Amendment amended our Amended and Restated Articles of Incorporation to increase our authorized common stock from 1.5 billion shares to 5 billion shares. We were not notified of this acceptance until April 2, 2007.
ITEM 8.01 OTHER EVENTS
On March 5, 2007, we held our 2006 Annual Meeting of Stockholders. The results of the meeting were as follows:
Proposal 1: Election of Directors.
FOR WITHELD
Amy M. Trombly 2,019,871,544 14,653,271
M. Dewey Bain 2,019,704,634 14,820,181
James T. Crane 2,020,088,744 14,436,071
Proposal 2: Amendment of the Amended and Restated Articles of Incorporation to increase the number of authorized shares from 1.5 billion to 5 billion.
FOR 1,345,072,705
AGAINST 55,423,133
ABSTAIN 7,486,957
Proposal 3: Amendment of the Amended and Restated Articles of Incorporation to effect a reverse split in the range of 50:1 to 150:1.
FOR 1,930,647,485
AGAINST 88,602,935
ABSTAIN 15,274,393
This report may contain forward-looking statements that involve risks and uncertainties, including, without limitation, statements concerning our business and possible or assumed future results of operations. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of our products or difficulties related to our integration of the businesses we may acquire; and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
وشكرا لكل من يستطيع المساعده .
fr99br
عضو نشط
للاسف ريفرس سبليت يعني تقليل عدد الاسهم
دورة المؤشرنت للتحليل الفني
50 دينار كويتي