UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
[aka: The Bulletin Board for Liars]
freeedgar.com
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2. WHY IS THE AMENDMENT NECESSARY?
An increase in the amount of common stock authorized by the Certificate of
Incorporation is necessary to permit the Company to issue shares of common stock
upon the exercise of all outstanding options to purchase common stock and upon
conversion of the Company's outstanding debentures into common stock, since the
Company does not currently have enough authorized but unissued shares to
accomplish this. As of June 26, 1998, a total of 40,536,927 shares of common
stock had been issued, leaving a total of 9,463,073 authorized shares available
for future issuance. There are currently options to purchase 12,597,500 shares
of common stock outstanding and the Company's debentures are convertible in
33,670,000 shares of common stock based upon the current market price of $.12
per share. Accordingly, since the exercise of all options and the conversion of
all debentures would result in the Company having 86,804,427 outstanding shares,
additional authorization is needed.
The Board of Directors has determined that the number of authorized shares
of common stock should be increased from 50,000,000 to 100,000,000. This will
ensure that the Company continues to have available for future issuance
sufficient authorized but unissued shares of capital stock to meet its future
financing needs.
3. HOW WILL THE ADDITIONAL AUTHORIZED COMMON STOCK BE USED?
Assuming the exercise of all outstanding options and the conversion of all
outstanding debentures into common stock, the Company will have approximately
[material and deliberate misrepresentation of fact, e.g.... they are liars!!]
6,804,427 shares of common stock outstanding, leaving approximately 13,195,573
shares available for future issuance for valid corporate purposes such as
acquisitions, financings, incentive compensation and further stock dividends.
The newly authorized common stock will be available for issuance without further
action by stockholders except as required by law or stock exchange requirements.
Current stockholders do not have preemptive rights, which means they do not have
the right to purchase any new issuance of common stock in order to maintain
their proportionate interests in the Company.
-->"
Caveat Emptor, nick
PS: Hope the stock continues it's upward journey for those LONG in 86,804,427 diluted shares!
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