Edd Helms Group files SEC Form 8-K announcing it is Going Private with a Reverse Stock Split and Repurchase of Fractional Shares at $.40 per share
Form 8-K Current Report, Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934, EDD HELMS GROUP, INC. (Formerly Hotelecopy, Inc) 17850 NE 5 Avenue, Miami FL 33162, IRS Employer Identification No. 59-2605868 .
On November 3, 2008, the Board of Directors of the Company approved a plan to reduce the number of shareholders of the Company as part of a process to permit the Company to terminate operating as a "reporting company" under the Securities Exchange Act of 1934.
The Board of Directors unanimously approved a reverse stock split of one share for each 2,000 shares of Common Stock, presently issued and outstanding, with a cash payment of $.40 per share for fractions of shares (i.e., shares held not divisible by 2000).
On November 10, 2008, the Company filed a Preliminary Information Statement with the Securities and Exchange Commission. A final Information Statement will be sent to all shareholders. No proxies are being solicited as management owns in excess of 80% of the issued and outstanding Common Stock of the Company and management intends to vote in favor of the reverse stock split.
The Board of Directors of the Company unanimously has voted to terminate reporting as a "public company" because the disproportionate expense in remaining a "public company", compared with any benefits the Company receives as a result thereof. The Board of Directors believes that the cost to the Company to remain a "public company" would be approximately $365,000.00 a year, much of which is expected to be eliminated.
After approval of this transaction at a meeting by the shareholders, the Company will amend its Articles of Incorporation reducing the number of its authorized shares of Common Stock and paying $.40 per share for all shares of Common Stock now issued and outstanding not divisible by 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized..
Edd Helms Group, Inc.
(Formerly Hotelecopy, Inc.)
November 11, 2008
Dean Goodson, Chief Financial Officer