"On October 15, 2012, the Board authorized a reverse stock split of the Company’s outstanding Common Stock, and a corresponding and proportionate decrease in the Company’s authorized Common Stock, each at a ratio of one-for-six hundred fifty (1-for-650) (collectively, the “ Reverse Stock Split ”). The Reverse Stock Split was authorized by the Board pursuant to Nevada Revised Statutes (“ NRS ”) 78.207, and, unless abandoned by the Board as described below, will be effected by the filing of a Certificate of Change with the Nevada Secretary of State pursuant to NRS 78.209, on or before December 31, 2012, with the actual time of filing, and thus the actual time of the effectiveness of the Reverse Stock Split, determined by the Board in its discretion. The terms of the Reverse Stock Split, as authorized by the Board, permits the Board to abandon the Reverse Stock Split if it determines, in its sole discretion, that giving effect to the Reverse Stock Split is no longer in the interests of the Company or its stockholders.
Under N.R.S. 78.207, the consent of the Company’s stockholders is not required to effect the Reverse Stock Split. Accordingly, your consent is not required on this action by our Board, and is not being solicited in connection with this Information Statement. In addition, on October 15, 2012, the Board approved the above amendment to the Company’s Articles of Incorporation, and recommended the proposal for approval by requisite Stockholders.
The Board believes that the amendment of Article III of the Company’s Articles of Incorporation is advisable in that the Company otherwise would have only 3,846,153 shares of authorized Common Stock after the Reverse Stock Split, which would be significantly less than the Board believes will be necessary for the Company to engage in future capital stock transactions. The Board believes that authorizing 100 million shares of Common Stock will allow the Company to issue such shares from time to time in such amounts as may be in the Company’s interests.
The Board believes the Reverse Stock Split is advisable in order to seek to a higher trading stock price and potentially allow the Company to seek a listing of its Common Stock on a more established trading market, including a stock exchange. Accordingly, it was the Board’s determination that the Reverse Stock Split would better position the Company to seek to provide better liquidity, more efficient trading volumes, and ultimately provide the stockholders of the Company with a greater potential return. "