AmeriDreamEntertainment Inc. Rescinds Merger; Will Return to Private Company Status.Business Editors/Entertainment Writers PALM SPRINGS, Calif.--(BUSINESS WIRE)--April 7, 2003 AmeriDreamEntertainment Inc. (Pink Sheets:AMDR AMDR Association of Medical Device Reprocessors AMDR Acceptable Macronutrient Distribution Ranges (nutrition) AMDR Air and Missile Defense Radar ) released the following statement today: Due to the actions of the former officers, directors, consultant and attorney for the company, the company is unable to prepare accurate financial statements. The company intends to file a Form 15 with the Securities and Exchange Commission in the near future to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 (the "Act") and to suspend its duty to file reports under Sections 13 and 15(d) of the Act. As of March 26, 2003 the company had 81 shareholders of record. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Lang Lang language LANG Louisiana Army National Guard Lang Langobardian (linguistics) LANG Los Angeles Newspaper Guild Elliott, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of AmeriDreamEntertainment, "At the direction of Kenneth Eade, Esq., the former attorney for the company and the son-in-law of the former president of the company, the company: "1. Issued shares of common stock without receiving payment for the shares in violation of California corporation law and Federal and State securities laws. "2. Failed to keep records of funds received from the sale of stock and or expenditures made by the company. "3. Issued shares of common stock of the company purportedly pur·port·ed adj. Assumed to be such; supposed: the purported author of the story. pur·port pursuant to the registration statement after Nov. 1, 2001 even though Eade had informed the NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). that such offering had closed on Oct. 31, 2001. Some of these shares have traded as "free trading" shares in the over the counter market. "4. Failed to file Form SR with the Commission or to otherwise report on the use of proceeds of the offering. "5. Filed false financial statements in Form 10-Q Form 10-Q See 10-Q. filings, in that he accounted for the issuance of 793,660 (3,968,300 post split) shares as having been paid for when in fact no payment was made for such shares. "6. Issued 793,660 (3,968,300 post split) out of a total of 1,000,500 (5,002,500 post split) shares, which were purportedly issued under the company's registration statement to four entities. Some of these shares have been sold in the public market even though such entities probably constituted statutory underwriters and were therefore not "free trading." The company believes that these four entities were acting as nominees for Eade and or Robert Yarbray who acted as a consultant to the company. "These facts, in addition to other matters, were discovered by new legal counsel, which was hired by the company in late December 2002. The company has issued 'stop transfer' instructions to its transfer agent with respect to 3,484,300 shares of 'free trading' common stock. "The transfer agent currently shows 4,970,000 shares as not restricted. Therefore, the company believes that there are only approximately 1,485,700 shares in the trading float." The former shareholders of Ameri-Dream Entertainment, a Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada. Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. , have rescinded the May 10, 2002 "merger" with McSmoothies. Such shareholders will return to the company 20,000,000 shares in exchange for the return of their shares in the Nevada corporation. It is expected that the company will change its name in the next 60 days. The current officers and directors have resigned. Those individuals who have purchased stock in the company will have the right for a 30 day period to exchange their shares in the company for an equal percentage interest in the Nevada corporation, subject to compliance with applicable securities laws. Any shareholder who wishes to exercise this option should send their certificate to Ameri-Dream Entertainment, 1301 North Palm Canyon Drive, Penthouse penthouse Enclosed area on top of a building. A penthouse can be an apartment on the roof or top floor of a building or a structure on the roof housing the top of an elevator shaft, air-conditioning equipment, or stairs leading to the roof. Suite # 305, Palm Springs, CA 92262-4405. Only certificates listing the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial as the owner will be honored. Therefore, any shareholder who owns securities in the company in "street name" must first send such shares to Atlas Atlas, in Greek mythology Atlas (ăt`ləs), in Greek mythology, a Titan; son of Iapetus and Clymene and the brother of Prometheus. Stock Transfer in order to have the shares put in their name or names. Those individuals who hold stock of the company that was not properly issued will not be allowed to exchange their shares for shares in the Nevada corporation. The shares of stock to be received in the Nevada corporation will not have been registered with the Commission or any state securities agency and will therefore be restricted securities. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion