GNCC Capital, Inc. Re-Domiciling to Effect Stock Buyback Program
Sep 29, 2014
OTC Disclosure News Service
GNCC Capital, Inc. (OTC:GNCP) (“The Company”) announced today that its
management and board of directors intend to recommend re-domiciling the
Company as a Wyoming corporation.
Common shareholders and preferred shareholders of each class having a
vote sufficient to approve the re-domiciliation have indicated to the
Board their intention to approve this corporate action. The Company has
been incorporated in Delaware since 2008; prior to then it was a Nevada
corporation. Following formal Board and Shareholder approval, the
requisite filings will be made in Wyoming and Delaware and a
notification of corporate action will be filed with FINRA, to be
effective upon FINRA approval.
Wyoming corporate law is clear in that Wyoming corporations may engage
in stock buy-back programs without restriction; the restrictions that
apply to payment of corporate dividends are not included in the
provision of Wyoming law that specifically authorizes stock buy-backs.
The legal certainty provided by Wyoming law on this point is a clear
advantage over the present state of Delaware corporate and case law.
Additionally, there are substantial savings on state franchise tax.
The Company’s Directors have legal opinion that recommends that the
Company effect this re-domiciling to Wyoming, given provisions of
Delaware Law; that in the Opinion of Legal Advisors to the Company,
currently prohibit the Company from implementing its authorized Stock
The Company’s Directors authorized a Stock Repurchase Program of up to
$750,000 on January 13, 2014 and amended on September 26, 2014. The
Company secured the necessary funding for this Stock Repurchase Program
without utilizing any of the Company’s existing loan agreements and
expressly without utilizing any of the existing Company’s various
Subsidiary Companies’ profits and cash. The full details of which were
filed on the OTC Markets Filing Disclosure Service on January 13, 2014.
The full details of which were filed on the OTC Markets Filing
Disclosure Service, today, include a basic FAQ Review of these Rules. A
link to this filing: http://www.otcmarkets.com/financialReportViewer?symbol=GNCPid=127017.
Following the re-domiciling of the Company in Wyoming and approval from
FINRA, it is intended that the Company will commence with its authorized
stock buyback program. All shares of Common Stock repurchased in the
market by the Company will be cancelled upon their repurchase by the
Company. All stock repurchases by the Company will comply with Section
Rule 10b-18 as promulgated under the Securities Exchange Act of 1934, as
amended. All stock repurchases by the Company will be published in
accordance with Section Rule 10b-18 as promulgated under the Securities
Exchange Act of 1934, as amended.
The Company will file all requisite documentation in respect of its
re-domiciling to Wyoming on the OTC Markets Filing Disclosure Service.
This stock buyback follows on from comments made by the Company’s
Directors in various Press Releases whereby they stated that absolutely
no Reverse Split of the Common Stock of the Company would be considered
as it was considered to be detrimental to Stockholder interests. This
planned Stock Buyback should allay the concerns of those whom considered
that the Company would contemplate a Reverse Split of its Common Stock.
The Directors of the Company, under no circumstances, will consider any
reverse split of the Company’s Common Stock.
About GNCC Capital, Inc.:
GNCC Capital, Inc. is a Diversified Holding Company which at present has
Revenue Generating, Cash Positive and Profitable subsidiary companies
which are engaged in the owning and operation of Adult Social Gaming
Arcades based in South Florida. Internet and Social Media Reputation
Management Services operating from Carlsbad, California. The Company
also has significant assets in Gold Silver Mining Exploration in
Arizona. GNCC Capital, Inc. is a Current Information Filer on the OTC
The Company’s most profitable assets, at this time, are our Adult Social
Gaming Arcades in South Florida which are currently operating under our
Gold Coast Gaming Corporation and as “Boardwalk Brothers” and ”Play It
Again”. The Company is aggressively pursuing suitable acquisition
targets in South Florida and in this Sector.
The Company also intends to continue to diversify into other Industry
Sectors through acquisitions and as they present themselves; only upon
our stated criteria.
This press release may contain forward-looking statements. The words
“believe,” “expect,” “should,” “intend,” “estimate,” “projects,”
variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. These forward-looking
statements are based upon the Company’s current expectations and are
subject to a number of risks, uncertainties and assumptions. The Company
undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
Among the important factors that could cause actual results to differ
significantly from those expressed or implied by such forward-looking
statements are risks that are detailed in the Company’s filings, which
are on file with the OTC Markets Group.
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