Coastal Capital Acquisition Corp and Earth Surfaces of America Rescind Reverse Merger
21 Décembre 2012 - 10:39PM
Marketwired
Coastal Capital Acquisition Corp. (PINKSHEETS: CCAJ) ("Coastal
Capital"), a Florida Corporation and Earth Surfaces of America,
Inc. ("Earth Surfaces") announce their entry into a rescission
agreement (the "Rescission Agreement') on December 21, 2012, to
rescind the reverse merger transaction (the "Reverse Merger") which
was completed on April 30, 2012, that resulted in Earth Surfaces
becoming the wholly owned subsidiary of Coastal Capital.
In accordance with the reverse merger transaction, Anthony
DiNorcia received 1,350,000,000 shares of the restricted common
stock of Coastal Capital in exchange for 100% of the outstanding
shares of Earth Surfaces.
Under the terms of the Rescission Agreement, Anthony DiNorcia
cancelled and returned 100% of the 1,350,000,000 restricted shares
he received.
The three members of Coastal Capital's board of directors, who
will remain directors, approved the Rescission Agreement, including
the cancellation of the 1,350,000,000 shares issued to Mr.
DiNorcia, on December 21, 2012. The cancellation of the
1,350,000,000 shares reduced Coastal Capital's outstanding common
shares from 2,284,739,050 to 934,739,050.
Under the terms of the Rescission Agreement, Mr. DiNorcia was
issued 5,000,000 shares of Series B Preferred Stock for his service
in connection with Coastal Capital's internal investigation and
continued service as an officer and director of Coastal Capital.
Each one (1) share of Series B entitles Mr. DiNorcia to 10,000
votes on all matters presented to Coastal Capital's common
stockholders. Mr. DiNorcia has waived the conversion feature
attached to the Series B shares resulting in the Series B shares
being voting but not convertible into Coastal Capital's common
stock. The certificate of designation of the Series B Preferred
Shares can be found on page 17 of Coastal Capital's articles of
amendment filed with the Florida Secretary of State on August 12,
2010.
Mr. DiNorcia stated, "Removing the conversion feature of the
Series B Shares will prevent dilution to the holders of our common
stock that could result from the conversion of the Series B Shares
into common shares."
Information concerning the rescission and a copy of the
Rescission Agreement can be found on the OTCMarkets Website.
Contact: Tony DiNorcia Chief Executive Officer (239)-435-7875
Tony@earthsurfaces.net
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