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Post# of 965
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alexindef

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alexindef

Re: Anonymous Nobody post# 14

Saturday, 12/08/2007 11:51:38 PM

Saturday, December 08, 2007 11:51:38 PM

Post# of 965
PFMS: SB-2 from October 2006
http://app.quotemedia.com/quotetools/showFiling.go?name=PaperFree%20Medical%20Solutions,%20Inc.:%20SB-2,%20Sub-Doc%201&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frepo%3Dtenk%26ipage%3D4441879%26doc%3D1&type=TEXT
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of October 11, 2006, 2006 by (i) all persons who are known to us to be beneficial owners of five percent or more of the common shares, (ii) each of our Directors, (iii) the Named Executive Officers named in the Executive Compensation section of this prospectus and (iv) all current Directors and executive officers as a group.

Beneficial Owner Number of Shares Beneficially Owned Percent
Management Systems International, LLC 4,741,667 7.0 %
6724 Amposta Drive
El Paso, Texas, 79912
MJK Consolidated Enterprises, LLC 4,741,667 7.0 %
106 Shaddow Bend Lane
Carey, North Carolina, 27511
William L. Sklar 1,944,643 2.8 %
513 Roselawn Avenue
Toronto, Ontario, Canada, M5N 1K2
Marshall T. Wilde 20,167 %
55 Lombard Street, Suite 209
Toronto, Ontario, Canada, M5C 2R7

Directors and executive officers as a group (8 persons) 11,448,144 16.5 %



SELLING STOCKHOLDERS

We have prepared this prospectus to allow the selling stockholders or their pledges, donees, transferees or other successors in interest, to sell up to 19,428,000 shares of our common stock, 175,000 of which are already acquired and 19,253,000 of which they may acquire through conversion of convertible notes. All of the common stock offered by this prospectus is being offered by the selling stockholders for their own accounts. The selling stockholders are investors from our November 2005 private placement, and investors who received shares of our stock upon our acquisition of Doctors Billing Corporation


Beneficial Owner Number of Shares Beneficially Owned Prior to the Offering Number of Shares Offered by this Prospectus Shares Beneficially Owned after the Offering (2)
Number Percent
AJW Partners, LLC (1)(3) 0 2,287,337 0 *
AJW Qualified Partners, LLC (1)(3) 0 6,277,873 0 *
AJW Offshore, Ltd. (1)(3) 0 10,398,930 0 *
New Millennium Capital Partners II, LLC (1)(3) 0 288,860 0 *
Andrew Scherbel (4) 175,000 175,000 0 *

*



* less then 1%


The number of shares set forth in the table for the selling stockholders represents an estimate of the number of shares of common stock to be offered by the selling stockholders. The actual number of shares of common stock issuable upon conversion of the notes and exercise of the related warrants is indeterminate, is subject to adjustment and could be materially less or more than such estimated number depending on factors which cannot be predicted by us at this time including, among other factors, the future market price of the common stock. Under the terms of the notes, if the notes had actually been converted on October 20, 2006, the conversion price would have been $.0066.


Under the terms of the notes and the related warrants, the notes are convertible and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. Accordingly, the number of shares of common stock set forth in the table for the selling stockholders exceeds the number of shares of common stock that the selling stockholders could own beneficially at any given time through their ownership of the notes and the warrants. In that regard, the beneficial ownership of the common stock by the selling stockholders set forth in the table is not determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.


Because the number of shares of common stock issuable upon conversion of the convertible notes is dependent in part upon the market price of the common stock prior to a conversion, the actual number of shares of common stock that will be issued upon conversion will fluctuate daily and cannot be determined at this time. However the selling stockholders have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.


(1) Amounts assume the sale of all of the shares offered by the selling stockholders.


(2) The selling stockholders are affiliates of each other because they are under common control. AJW Partners, LLC is a private investment fund that is owned by its investors and managed by SMS Group, LLC. SMS Group, LLC, of which Mr. Corey S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by AJW Partners, LLC. AJW Offshore, Ltd., formerly known as AJW/New Millennium Offshore, Ltd., is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Mr. Cory S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by AJW Offshore, Ltd. AJW Qualified Investment Partners, LLC, formerly known as Pegasus Capital Partners, LLC, is a private investment fund that is owned by its investors and managed by AJW Manager, LLC. AJW Manger, LLC, of which Mr. Corey S. Ribotsky and Mr. Lloyd A. Groveman are the fund managers, has voting and investment control over the shares listed below owned by AJW Qualified Partners, LLC. New Millennium Capital Partners II, LLC, is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Mr. Corey S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by New Millennium Capital Partners II, LLC. We have been notified by the selling stockholders that they are not broker-dealers or affiliates of broker-dealers and that they believe that they are not required to be broker-dealers.


(3) Represents shares of common stock issued in connection with the September 28, 2006 acquisition of Doctors Billing Corporation


***********************
Hard to tell how much remains outstanding... Could just guess based on "schedule" from 10QSB:
http://app.quotemedia.com/quotetools/showFiling.go?name=PaperFree%20Medical%20Solutions,%20Inc.:%2010QSB/A,%20Sub-Doc%201&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frepo%3Dtenk%26ipage%3D5297296%26doc%3D1&type=TEXT

1. $800,000 on November 30, 2005 due November 30, 2008, and 1,600,000 warrants to purchase common stock at an exercise price of $0.10 per share;
2. $200,000 on August 31, 2006 due August 31, 2009, and 400,000 warrants to purchase common stock at an exercise price of $0.10 per share;
3. $200,000 on October 27, 2006 due October 27, 2009, and 400,000 warrants to purchase common stock at an exercise price of $0.10 per share;
4. $300,000 on December 12, 2006 due December 12, 2009, and 600,000 warrants to purchase common stock at an exercise price of $0.10 per share;
5. $500,000 on February 7, 2007 due February 10, 2010 and 5,000,000 warrants to purchase common stock at an exercise price of $0.01 per share.
6. $330,000 on May 31, 2007 due May 31, 2010 and 5,000,000 warrants to purchase common stock at an exercise price of $0.01 per share.
7. $249,750 on July 24, 2007 due July 24, 2014 and 20,000,000 warrants to purchase common stock at an exercise price of $.0012 per share.


................... Nothing lasts forever ..................

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