APPROVAL OF THE CERTIFICATE OF AMENDMENT TO EFFECT THE REVERSE SPLIT
The Certificate of Amendment to effect the Reverse Split at a Split Ratio of 1-for-25 was approved by the Board and submitted for stockholder approval by the Board on September 5, 2008. On September 9, 2008, the Consenting Holders executed the Written Consent authorizing the Certificate of Amendment. Accordingly, we have secured the necessary authorization for the Certificate of Amendment as required by Section 242 of the DGCL.
The Amendment
The Amendment would effect a Reverse Split of the shares of our Common Stock at a Split Ratio of 1-for-25. To avoid the existence of fractional shares of our Common Stock, holders of shares that would otherwise result in fractional shares from the application of the Split Ratio will be paid cash in lieu of fractional shares, based upon the closing sales price of the Company’s stock as reported on the OTCBB as of the date the Certificate of Amendment is filed with the Secretary of State of the State of Delaware. The par value of our Common Stock will remain at $0.0001 per share, respectively (see ‘‘Effects of the Reverse Stock Split,’’ below).
As of September 9, 2008, 109,508,316 shares of our Common Stock were issued and outstanding. Based on the number of shares of our Common Stock currently issued and outstanding, immediately following the completion of the Reverse Split, based upon the 1-for-25 Split Ratio, we would have approximately 4,380,332 shares of Common Stock issued and outstanding.
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