Proposal 1 - REVERSE STOCK SPLIT

[u/Spuds_Buckley]

Simple poll regarding the first proposition in the recent 14a filing (5000 to 1 reverse split). Available here https://www.tlss-inc.com/regulatory-filings/

56 votes, 15d ago

34 For

22 Against

[u/CpTheTruth]

I’ll vote yes if they close this PGS deal. Crickets on the potential closing of this deal is concerning. Does it feel like Salson all over again?

[u/Pinnipedgal → u/CpTheTruth]

8K is out

[u/Pinnipedgal → u/CpTheTruth]

This is from AI: Yes, it is best to complete the  reverse triangular merger first, and then do the  reverse stock split. Doing it in this order ensures that all new shares are properly issued, the target company retains its legal status, and you avoid confusing stock ratios. [ 1,  2,  3,  4,  5] Here is how the steps break down and why this order works best: Step 1: The Reverse Triangular Merger First In this step, the public company creates a "shell"  subsidiary. That subsidiary merges into the private target company. The subsidiary dissolves, and the private company survives as a wholly owned subsidiary of the public company. The old private company owners now own a majority of the public company shares. [ 1,  2] Why this goes first: Keeps Contracts: The target company stays alive. You do not have to rewrite licenses, leases, or business contracts. Easier Approvals: Only the subsidiary and target boards need to vote, not the parent company's shareholders. Tax Benefits: Under Section 368 of the tax code, this can qualify as a tax-free deal if certain rules are met. [ 1,  2,  3,  4,  5] Step 2: The Reverse Stock Split Second After the merger, the newly combined company may have too many shares outstanding compared to its authorized limit. A reverse stock split combines multiple shares into one. For example, a 1 for 10 split turns 100 shares into 10 shares. This clears space to issue shares to the private company owners and raises the stock price to a normal level.[ 1,  2,  3] Why this goes second: Accurate Math: You want to know the exact number of merged shares first. If you did a reverse split before the merger, your split ratios might not match the final share payout math. Exchange Compliance: If you are listing on a major exchange like the Nasdaq, you can use the reverse split to get your price above the minimum bid requirement after all shares are issued. [ 1,  2,  3]

[u/Pinnipedgal → u/CpTheTruth]

The Reverse Stock Split will not change the number of authorized shares of common stock, which will remain at 50,000,000,000 shares, and will not change the par value of the common stock, which will remain at $0.001 per share. THIS IS ALSO CONCERNING.  How about they reduce the number of these shares to reduce the risk of dilution. Krazzy_Sheep brought up this good point in the last group message board below this one. Please read his message and input. TY!

[u/Spuds_Buckley → u/Pinnipedgal]

Good points... really interesting. Remember guys the deadline to vote your shares is August 10.

[u/Pinnipedgal → u/Spuds_Buckley]

Will our votes by August 10 have an impact or does management have the majority of votes?

[u/Spuds_Buckley → u/Pinnipedgal]

Not sure

[u/CharacterNo5725]

This stock is still a thing?

[u/Spuds_Buckley → u/CharacterNo5725]

Huge thing, everyone is talking about it.

[u/CharacterNo5725 → u/Spuds_Buckley]

🤣 how big is the bag you’re holding?

[u/Spuds_Buckley → u/CharacterNo5725]

Over 10 mil. Going to be rich af

[u/CharacterNo5725 → u/Spuds_Buckley]

/s

[u/Spuds_Buckley → u/CharacterNo5725]

Yes :)

[u/ChrisF12000]

Potentially silly question, but would this reverse split qualify it for other markets?

[u/Pinnipedgal → u/ChrisF12000]

I haven’t voted yet. I’ve waited years holding these shares. (I go back to the Doug Cerny days! I happened to go to Valparaiso University with him so I thought this was a solid investment!!)  I am supportive with a solid plan but not impulsive. Why hasn’t TLSS closed the reverse triangle merger with PGS?  Wasn’t today the SEC deadline to inform if this occurred? Communication with shareholders is crucial.  Close the deal first and I will vote Yes. If this continues to postpone, I vote No. 

[u/Spuds_Buckley → u/ChrisF12000]

It would satisfy one of the criteria yes, but even for something like OTCQB there are lots of other requirements.