Monday, July 13, 2009

(Amendment No. 1)

PRE 14C
FILED AS OF DATE: 20090713

20090713163900

It looks like the par value has been reduced. Here are some of the changes to the Pre-14C:

All of the outstanding convertible debentures are convertible into common stock based on the market price of the common stock at the time of conversion. The table on the above assumes a conversion rate of $.00675. At the close of business on July 9, 2009 the market price was $.0041. If the debentures were converted based on that price, approximately 50% more shares of common stock would be required. In order to be prepared for the possibility of lower conversion rates, the Board of Directors and majority shareholders have agreed to increase the authorized common stock to 10 billion shares and have authorized a reduction in the par value of the common stock. The secondary reason why the Board of Directors and the majority shareholder have approved the increase in authorized common stock is to provide GreenShift with flexibility in pursuing its long-term business objectives. Additional reasons for the increase include:
>> Management plans in the future to pursue opportunities to obtain the capital in order to fully implement GreenShift's business plan. A reserve of both common and preferred shares available for issuance from time-to-time will enable GreenShift to entertain a broad variety of financing proposals.
>> Management may utilize the additional shares in connection with corporate acquisitions, joint venture arrangements, or for other corporate purposes, including the solicitation and compensation of key personnel. Management has not entered into any commitment to issue any shares except upon conversion of the outstanding debentures. Moreover, Management has no plans at this time that will involve the issuance of additional shares, other than a general plan to pursue additional financing. Management has not, however, discussed the terms of any specific financing with any potential investor.

The reduction in the par value of the common stock means that the Board will be authorized to issue common stock for as little as $.0001 per share, and that possibility may have a negative effect on the market price for the common stock.

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The SkunK has run a merge document on the two documents and tried to post it on the blog - but no luck. You can copy/paste the two into seperate word documents - then run "tools" "compare and merge" so you can see ALL the changes - even the punctuation!
http://www.sec.gov/Archives/edgar/data/1269127/000126912709000066/gers14c-a71309.txt

Still Working,
SkunK

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