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Re: None

Friday, 06/26/2015 12:08:22 PM

Friday, June 26, 2015 12:08:22 PM

Post# of 33704
Huge dilution from Class A & B conversion

Imagine if this happens...

Class A Preferred Stock

Conversion Rights - Each outstanding share of Class A Preferred Stock shall be convertible, at the option of the holder into shares of Common Stock equal to (i) four times the total number of shares of Common Stock which are issued and outstanding at the time of such conversion plus (ii) the total number of shares of Class B Preferred Stock which are issued and outstanding at the time of such conversion minus (iii) the number of other shares of Class A Preferred Stock issued and outstanding immediately prior to the time of such conversions.

Voting Rights - The total aggregate issued shares of Class A Preferred Stock shall have aggregate right to a number of votes equal to (i) four times the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus (ii) the total number of shares of Class B Stock which are issued and outstanding at the time of voting minus (iii) the number of shares of Class A Preferred Stock issued and outstanding at the time of voting.

Class B Preferred Stock

On May 20, 2013 and on June 12, 2014 the Company filed amendments with the Utah Secretary of State amending Article IV of the Corporation Articles of Incorporation such that the Authorized capital stock of the Company is as stated below for Class B Preferred Stock. The change in Class B Preferred Stock’s par value to $2.50 has been retroactively reported back to the year ended December 31, 2010 (this filing) based on Audits performed through the year ended December 31, 2014.

Dividends - Class B shareholders shall be entitled to receive dividends, when, as and if declared by the Board of Directors.

Conversion Rights - Each share of Class B Preferred Stock shall be convertible into the number of shares of Common Stock equal to the Class B Preferred Stock, $2.50 par value, to the proportional calculation of converting to common stock based on the total par value of the Class B Preferred Stock being converted, divided by the average closing price per share of the Company’s common stock over the preceding 10 trading days.



Voting Rights - Each share of Class B Preferred Stock shall have ten votes.