PLANKTOS CORP.
Oceanic Plaza
Suite 2680-1066 West Hastings Street
Vancouver, British Columbia
Canada V6E 3X2
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
June 20, 2007
To the Stockholders of Planktos Corp.:
The attached information statement is being delivered by Planktos Corp. (the “Corporation”) in connection with the approval by the holders of a majority of our voting stock of (a) the Securities Exchange Agreement and Plan of Exchange that will cause us to acquire Planktos, Inc. and (b) an amendment to our articles of incorporation that will increase our authorized common stock from one hundred million (100,000,000) shares, par value $0.001 to two hundred and fifty million (250,000,000) shares, par value $0.001.
On May 29, 2007, the Corporation’s board of directors passed resolutions that approved the execution of the Securities Exchange Agreement and Plan of Exchange and the amendment to Article IV of our articles of incorporation. The measures recited by the board of directors included a call for stockholders action to approve these resolutions.
On May 31, 2007, the holders of a majority of the outstanding shares of the Corporation’s common stock entitled to vote executed a written consent in accordance with the provisions set forth in Title 7, Article 78, Section 390 of the Nevada Revised Statutes and Article II, Section 10 of the Corporation’s bylaws that approved the Securities Exchange Agreement and Plan of Exchange and the amendment to our articles of incorporation.
This letter and the accompanying information statement are being distributed to you, our stockholders, in accordance with the requirements of Title 7, Article 78, Section 390 of the Nevada Revised Statutes and Section 14(c) of the Securities Exchange Act of 1934, as amended. The attached information statement describes the particulars of the Securities Exchange Agreement and Plan of Exchange and the amendment to our articles of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
The filing is available at:http://www.sec.gov/Archives/edgar/data/1076505/
000121152407000234/planktos.htm
For some reason in my browser it comes up headed "Newmark Ventures"; odd.
I have read a lot of SEC filings, written a few and wish I had seen more. This one baffles me.
I am reminded of the passage in "The Smartest Guys in the Room" where James Chanos is sniffing out the Enron fraud; here, let me fetch the book so I get this right.
"They were chewing up capital" says Chanos. He was struck by a three-paragraph disclosure in Enron's third quarter 2000 filing about its dealings with a related party. No matter how many times he read it, he still couldn't understand what it said. He showed it to derivatives specialists, corporate lawyers, and other experts; they couldn't figure it out either. Chanos thought: "They must be trying to hide something".
This filing? Beats the heck out of me.
My wish that I'd seen more Q's, K's, F's and all the other SEC forms is pretty sad compared to:
“My only regret in life is that I did not drink more Champagne.”
― last words of John Maynard Keynes, English economist (and pretty good stock trader once he got rid of his preconceived [economist] notions).
