Precedent for reverse split re Dicut
posted on
Apr 15, 2012 01:06PM
(Edit this Message from the "Fast Facts" Section)
As per the 200/1 share split in Dicut (Pierre's previous venture) in 2007, we might just as well get the subject out in the open and off the table. The new SFMI started out with 500,000,000 shares in its teasury that could be issued. Shares were issued and used for acquisitions and management etc. in SFMI. I don't believe there will be any reverse split in SFMI because the Co. is not folding, it is proceeding to value appreciation...already being considerbaly undervalued just given its assets and infrastructure...to say nothing of the gargantuan resource holdings. Others may challenge this opinion but I do not think any longs will agree. No matter what happens, our share prices have no way to goo but up...on a true valuation basis.
"In 2008 and from January 1, 2009 to June 30, 2009, we had paid $31,250 and $10,000 in taxes owed by Mr. Quilliam, which were incurred in connection with his role as officer of Dicut, our former corporate parent. In 2008, we issued 3,500,000 shares of Class A Common Stock to HEM Mutual Assurance, LLC to settle a legal claim against us and Mr. Quilliam arising out its prior investment in Dicut, our former parent.
From 2007 to 2009, we have issued various notes to investors to raise capital. The notes have a term of two years, bear interest at 7% per annum payable monthly, and are convertible into Class A Common Stock at the market price on the date of issuance of the note. Erna Breitkreuz, the mother of Allan Breitkreuz, has purchased $56,000 of convertible notes in the offering. Sherrie Breitkreuz, the sister of Allan Breitkreuz, has purchased $13,000 of convertible notes in the offering.
There were 131 shareholders of record of the common stock as of June 30, 2009. This number does not include an indeterminate number of shareholders whose shares are held by brokers in “street name.” ...
Shares Issued to Settle Potential Litigation Claim: In June 2008, we issued 3,500,000 shares of Class A Common Stock to HEM Mutual Assurance, LLC to settle a legal claim against us and Mr. Quilliam arising out of its investment in Dicut, our former corporate parent. While we believed we had good defenses to any suit, we determined that the cost of defending any claim would exceed the cost of the settlement. The shares were valued at $81,700, which was the market price on the date of the issuance. The shares were originally issued in the belief that the issuance was exempt under Rule 701. We have since learned that the issuance of the shares would not qualify for Rule 701, because for example we had exceeded the volume limitations in Rule 701 and the recipient was not a natural person. Accordingly, we alternatively claim the "private placement" exemption under Section 4(2) of the Securities Act for all of the shares issued for services. The issuances did not involve a public offering of securities, as the shares were not offered or sold by means of any form of general solicitation or general advertising. In our judgment, the recipient had knowledge of our assets, liabilities and business plan, and such information about us as was necessary to make an informed investment decision.
We affected a 1 for 200 reverse split of its Common Stock on November 1, 2007. All share amounts are after giving effect to the reverse split."