Boulder City, NV –August 9, 2019 — — The Board of Directors of Guard Dog, Inc. (PINKSHEETS: GRDO), provides this update to shareholders and other members of the public.
Recapping previous developments, Guard Dog has entered into a Letter of Intent with Starsona, Inc., whereby the company will make a multimillion dollar investment to acquire a significant share of Starsona. A definitive agreement is expected to be executed by August 23, 2019. The company has retained Washington, D.C. law firm, Culhane Meadows, PLLC, to be its new securities counsel, and it has already commenced the process of changing the corporate name to Forwardly, Inc. and obtain a new symbol and CUSIP number. Counsel will soon begin the application process with the SEC seeking approval for funding under Regulation A+. The funding is necessary to complete the investment in Starsona as well as for the operations of Guard Dog. Until now, the cost of running Guard Dog has been covered by a select few shareholders.
Securities counsel is also preparing the necessary documents to apply to FINRA and the Nevada Secretary of State to change the corporate name of GRDO to Forwardly, Inc.
As previously announced, the company has been able to repatriate 230 million shares of stock that it believes were improperly issued. Unfortunately, there appears to be several hundred million more shares that are issued, but not trading, as they have been undeposited. These shares may have been improperly issued as well, but since many of the registrants of these shares cannot be located, the company is unable to determine the circumstances under which they were issued. Guard Dog management believes that these “dormant” shares may represent as much as 35% of the total number of shares issued and outstanding. Rather than engage in expensive litigation to recoup these shares, it has been determined that we are better off reducing these holdings to the point where the number of these shares are inconsequential.
Guard Dog’s Board of Directors has decided to proceed with a “gentle” reverse split, where shareholders would receive one new share for eight old ones, thereby avoiding a wipe out of the current retail shareholders’ holdings. In addition to resolving much of the problem of the dormant shares, the reduced number of shares for sale would minimize the effect of the sale of larger blocks, thus enabling the share price to climb more easily. In other words, many short term “flippers” could be taken out of the game. Also, a higher share price will enable the company to effect much more favorable equity financing, i.e. the sale of stock to finance the Starsona acquisition at better (higher) prices.
Many New York and Toronto based funders who have expressed interest in the coming Regulation A+ offering have insisted that the company execute this reverse split. A higher share price will more easily enable new stock to be deposited into brokerage accounts. For those that don’t know, the SEC has compelled brokerage houses who in the past accepted stock deposits without proper due diligence to ensure that the issuers they represent comply with securities regulations. For this reason, many U.S. brokers have stopped accepting deposits of subpenny OTC stocks, especially if they are not SEC reporting. We believe that making it easier for investors to deposit their shares, along with a higher share price, will increase the appetite for the upcoming funding, and in the long run, benefit the company and the shareholders. With that in mind, the Board of Directors has decided to engage on a path towards SEC reporting status with a goal of achieving that status during the second quarter of 2020.
Concurrent to the reverse split, Guard Dog will file a corporate action with the Nevada Secretary of State to further lower the authorized number of shares to 1.4 billion. While the Board of Directors does not anticipate having to issue an amount of shares that approach that number with respect to the Starsona acquisition, it has elected to maintain the flexibility in order to invest in other projects that may become available to the company.
Guard Dog director, Len Harris, stated, “Although Guard Dog management had committed to try and avoid reverse splitting the stock, the current capitalization of the company and distribution of shares, makes it near impossible to fund its endeavors under optimum terms. The company believes that the Starsona investment could be funded with as little as a 200% increase in the number of shares outstanding following a reverse split, whereas an increase of 1000% or more, would be necessary without the reverse split.”
Guard Dog President, George Sharp, concurred. “I have always been an advocate for doing what’s right for the shareholders. The prospective reverse split will not wipe out the current shareholders in the way that recurring schemes do. Rather, the reverse split is being executed to maximize the benefit to the shareholders in a way that I don’t believe could otherwise be realized. It has basically come down to a decision of whether we are going to try and bring some value to the company or not. Guard Dog insiders hold almost 100 million shares that were purchased out of the market and which will be subject to the reverse split. The insiders truly believe that ultimately the share price will more easily appreciate after the reverse split is executed and that current shareholders will see the value of their investment increase.”
As always, Guard Dog management cautions shareholders and prospective shareholders that there is no guarantee that management will be successful in completing the Starsona investment or raising the necessary funds, in spite of their best efforts. An investment in Guard Dog, as in all venture companies, should be considered high risk.
About Starsona Inc.
Starsona, is an application development company with over twenty colleagues who are supported by a strong advisory team working towards developing and marketing the company’s flagship product. The company is headed by CEO, Peter Karpas, who has held top-level executive positions at Intuit, Inc., and at PayPal Holdings, Inc. while it was part of eBay, Inc.
About Guard Dog, Inc.
Guard Dog is an opportunity investor seeking to finance fresh ideas. The company is headed by George Sharp, a longtime whistleblower and advocate against microcap fraud. In addition to consulting to public companies, attorneys and those associated with the financial markets, Mr. Sharp is a former consultant to OTC Markets Group, Inc.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimates,” “projects,” “intends,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company’s ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company’s control.
Guard Dog, Inc.
1022 Nevada Highway
Boulder City, NV 89005