杭州交通信息网cad2010新建图层:关于 美国联合投资股份有限公司
来源：百度文库 编辑：杭州交通信息网 时间：2024/04/29 14:50:12
以下是被美国联合投资收购美国矿产资源股份有限公司的资产重组情况
明眼人 看下
On April 2, 2006, the Registrant acquired American Unity Investments, Inc., a Nevada corporation (AUI”), pursuant to an Agreement and Plan of Reorganization dated March 31, 2006. The Agreement and the board resolutions effecting the same were in escrow until April 2, 2006 and were of no force and effect until April 2, 2006. In connection with the acquisition, the 1,569 shareholders of AUI received 50,000,000 (post split) shares of Registrant common stock. In connection with the acquisition, the Registrant will effect a 1-for-1000 reverse stock split of the common stock on April 17, 2006, resulting in approximately 71,239 pre-merger shares outstanding. The Registrant shall also issue 22,463,768 shares on April 17, 2006 upon conversion of the remaining $43,700 of outstanding convertible debentures. As a result, as of April 20, 2006 there will be 72,535,007 shares of common stock outstanding (50,000,000 +71,239+22,463,768 shares). The new symbol for the common stock will be AMMN.OB as of April 17, 2006.
Item 3.02 Unregistered Sales of Equity Securities
The Registrant issued 50,000,000 shares of its common stock as of April 2, 2006 to 1,569 Chinese persons, who were the shareholders of AUI. The exemption relied upon was Regulation S, since the shareholders of AUI are all non-U.S. Persons and the offer was made outside the United States. AUI investors are citizens of the People’s Republic of China.
In addition, the Registrant shall also issue 22,463,768 shares on or after April 20, 2006 upon conversion of the remaining $43,700 of the Registrant’s outstanding 1.5% convertible debentures which were originally issued on March 3, 2005 and assumed by the Registrant on March 17, 2005, Inc. on completion of a merger. The exemptions relied upon for the original issuance of the debentures was Section 4(2) of the Securities Act as a non public offering, and also Section 3(a)(9) of the Securities Act which section exempts exchanges of securities with between an issuer and its securityholders. The convertible debenture was issued by Chiriquitos Mining under Rule 504. A Notice of Sale on Form D was filed by Chiriquitos Mining, Inc. The 22,463,768 shares will be issued to the 7 holders of the convertible debenture in reliance upon Section 3(a)(9) of the Securities Act which section exempts exchanges of securities with between an issuer and its security holders. In both the assumption of the convertible debentures and their conversion, no person solicited the exchange of securities for compensation, and the exchanging security holders did not receive any property other than securities of the Registrant.
Again, my sympathies. This one stinks to high heaven. IMHO of course.
明眼人 看下
On April 2, 2006, the Registrant acquired American Unity Investments, Inc., a Nevada corporation (AUI”), pursuant to an Agreement and Plan of Reorganization dated March 31, 2006. The Agreement and the board resolutions effecting the same were in escrow until April 2, 2006 and were of no force and effect until April 2, 2006. In connection with the acquisition, the 1,569 shareholders of AUI received 50,000,000 (post split) shares of Registrant common stock. In connection with the acquisition, the Registrant will effect a 1-for-1000 reverse stock split of the common stock on April 17, 2006, resulting in approximately 71,239 pre-merger shares outstanding. The Registrant shall also issue 22,463,768 shares on April 17, 2006 upon conversion of the remaining $43,700 of outstanding convertible debentures. As a result, as of April 20, 2006 there will be 72,535,007 shares of common stock outstanding (50,000,000 +71,239+22,463,768 shares). The new symbol for the common stock will be AMMN.OB as of April 17, 2006.
Item 3.02 Unregistered Sales of Equity Securities
The Registrant issued 50,000,000 shares of its common stock as of April 2, 2006 to 1,569 Chinese persons, who were the shareholders of AUI. The exemption relied upon was Regulation S, since the shareholders of AUI are all non-U.S. Persons and the offer was made outside the United States. AUI investors are citizens of the People’s Republic of China.
In addition, the Registrant shall also issue 22,463,768 shares on or after April 20, 2006 upon conversion of the remaining $43,700 of the Registrant’s outstanding 1.5% convertible debentures which were originally issued on March 3, 2005 and assumed by the Registrant on March 17, 2005, Inc. on completion of a merger. The exemptions relied upon for the original issuance of the debentures was Section 4(2) of the Securities Act as a non public offering, and also Section 3(a)(9) of the Securities Act which section exempts exchanges of securities with between an issuer and its securityholders. The convertible debenture was issued by Chiriquitos Mining under Rule 504. A Notice of Sale on Form D was filed by Chiriquitos Mining, Inc. The 22,463,768 shares will be issued to the 7 holders of the convertible debenture in reliance upon Section 3(a)(9) of the Securities Act which section exempts exchanges of securities with between an issuer and its security holders. In both the assumption of the convertible debentures and their conversion, no person solicited the exchange of securities for compensation, and the exchanging security holders did not receive any property other than securities of the Registrant.
Again, my sympathies. This one stinks to high heaven. IMHO of course.
不要相信这些国外公司.