The 10-K contains the following information related to reduction in the number of shares:
Common Stock Cancellation
On November 10, 1998, the Company cancelled the following shares of
Common Stock issued to the Principals (and related parties) and exchanged
them for preferred voting only shares:
Name Number of Shares Exchanged
Michael A. Sylver 17,169,813
Gary Sylver 1,999,000
Morris Sylver 10,000,000
Darral Sylver 152,000
Phillip Sylver 152,000
Robert S. Qualey 5,222,000
Domingos Loricchio 7,110,000
Domingos Loricchio Jr. 5,500,000
Denise Loricchio 3,000,000
Roc and Sherri Pucci Jt Ten 1,814,300
Allan Sylver 305,000
Benita Sylver 371,000
----------
Total Shares Exchanged 52,795,113
==========
The aforementioned common shares were cancelled in exchange for preferred
voting only shares for the reason that the Principals of the Corporation, as
previously arranged in early 1998, wished to decrease the number of
outstanding common shares seeing that the principals have no intention of
selling any of their shares.
The Company has also cancelled the following certificates in 1999:
Name Number of Shares
--------------------------------- ----------------
Attorney Business Advisors 100,000
J. Thomas Bonner III 1,000
Rose Mary Cabassa 2,125
Veronica Ann Cabassa 1,000
Michael Zappara 390,000
Danny Doumanis 85,000
Dick Dubrule 250,000
Hemisphere Holding Co., Inc. 50,000
Whitecliffe Investment Fund Ltd. 500,000
Whitecliffe Investment Fund Ltd. 500,000
Whitecliffe Investment Fund Ltd. 500,000
Whitecliffe Investment Fund Ltd. 500,000
Shoreline Securities Ltd. 500,000
Shoreline Securities Ltd. 500,000
Shoreline Securities Ltd. 500,000
Shoreline Securities Ltd. 500,000
Charles Kricfalusi 2,000,000
Wanda Kricfalusi 1,000
Wanda Joyce Kricfalusi 224,000
CW Kricfalusi 2,000,000
Linda McGee 1,650
Dr. Amazonimo Mendes 5,000
Gilberto Baptista Miranda 3,000
Pacific International Securities 50,000
James F. Palecek 250,000
Debra Reidl 1,000
Kevin Vader Kelen 100,000
---------
Total 9,514,775
=========
The above cancellation was related to the current litigation against
prior consultants of the corporation.
The company lists the following litigation under NOTE 14 - CURRENT LEGAL MATTERS:
The Company was involved in several lawsuits at the Balance Sheet date,
as follows:
Securities Transactions
The Company has received a default judgement against several investors
who were issued stock in exchange for a promise to pay the Company
$1,000,000, calling for the return of the stock and damages as a result
of stock fraud.
The Company has been ordered to issue 224,000 shares of stock, initially
issued to a former consultant, which was subsequently canceled by the
Company due to a recision of the transaction resulting in the initial
issuance. These shares were pledged as collateral for a loan to the
former consultant.
Breach of Contract
An arbitration award of $88,000 has been entered against the Company
regarding a breach of contract lawsuit. The Company is currently appealing
the decision.
The company also has sold some restricted stock recently:
Recent Sales of Unregistered Securities:
Following is a summary of sales of unregistered securities through the
date of filing of this Form 10-KSB. All securities were issued as restricted
common shares, which are subject to Rule 144 of the Securities and Exchange
Commission. Generally, Rule 144 requires shareholders to hold the shares for
a minimum of one year before sale. In addition, officers, directors and more
than 10% shareholders are further restricted in their ability to sell such
shares. There have been no underwriters of these securities and no
commissions or underwriting discounts have been paid.
Shares Value
Transaction Description Issued Received
--------------------------------- --------- ------------
Sale of 144 common stock for cash 1,345,920 $360,510
Consulting and operating expenses 425,300 $ 42,530
The above transactions qualified for exemption from registration under
Sections 3(b) or 4(2) of the Securities Act of 1933. Private placements for
cash were non-public transactions. The Company believes that all such
investors are either accredited or, either alone or with their purchaser
representative, have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of the
prospective investment. |
