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Maronti....thanks for the update.
However:
John or Kevin,
I hope "a very short time" relates to a few weeks. It's great that the Company is hard at work and making progress.
However, shareholders will get turned off and abandon interest when they see no updates from the Company, especially after giving such a great expection in the interview on Investment Nation.
I agree that it takes time for developments to be made.....but the inference that I get seems like "the board" will have to wait till next year.
Yay! Hooray! Vamonos!
GLTY!
Thanks much!
How long has the gag order been in effect for ASFX?
Who is the transfer agent for ASFX? I want to know about the current share structure.
DATE......TIME.....PRICE.....BID......ASK.....VOLUME
10/01/09 13:48:16 0.0002 0.0001 0.0002 1500000
10/01/09 13:56:51 0.0002 0.0001 0.0002 5000000
LOL......our products? you are not even invested.
Oh really? No thanks.
DATE......TIME........PRICE...BID.....ASK.....VOLUME
09/29/09 11:16:09 0.0002 0.0001 0.0002 5000
09/29/09 11:16:09 0.0002 0.0001 0.0002 2994994
09/29/09 11:43:18 0.0002 0.0001 0.0002 2999994
09/29/09 11:49:03 0.0002 0.0001 0.0002 -1988
09/29/09 12:21:51 0.0002 0.0001 0.0002 4000000
09/29/09 13:05:56 0.0002 0.0001 0.0002 900000
09/29/09 13:19:06 0.0002 0.0001 0.0002 1988
09/29/09 13:23:55 0.0002 0.0001 0.0002 3500000
09/29/09 14:03:22 0.0002 0.0001 0.0002 2325000
09/29/09 14:05:20 0.0002 0.0001 0.0002 95000
DATE TIME PRICE BID ASK VOLUME
09/29/09 11:16:09 0.0002 0.0001 0.0002 5000
09/29/09 11:16:09 0.0002 0.0001 0.0002 2994994
09/29/09 11:43:18 0.0002 0.0001 0.0002 2999994
Just watched the morning news and "Reducing Medical Mistakes" was the topic. They talked about a checklist for doctors and surgeons and it reminded me of ImageXpres.
John.....if you read this board.....now is the time to strike. There is a lot of buzz in the industry. Release some updates and good news that shows the progress IMJX has made.
Carnes has finally been caught by the SEC. I'm sure John doesn't wanna follow in those footsteps.
Oh really? How did you come to that conclusion?
That could be......however the volume and day to day trading does not show dilution by the company.
Thanks maronti. Hopefully.....it will be soon. At least they are aware of our situation as shareholders.
No moderator on this board?
How do you know that alias is BW? Others have emailed BW and received the same response posted.
Agree....the Greys is not a good thing.
The status will remain "Active" until the end of October, when the next payment is due.
Holy Matlock diddi!
What a difference a month makes.
Yes.....but did you see how the same usual suspects came down and pounced the hell out of BBDA for when they had no true ideas of what the technicals were about?
It's always the same group.
EXHIBIT 10.19
THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.
SECURED DEBENTURE
FORTIS ENTERPRISES
5% SECURED CONVERTIBLE DEBENTURE
DUE APRIL ___, 2007
No. ___ $150,000.00
This Secured Debenture is issued by Fortis Enterprises, a Nevada
corporation (the "Company"), to Cornell Capital Partners L.P. (together with its
permitted successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.
ARTICLE I.
SECTION 1.01 PRINCIPAL AND INTEREST. For value received, on April ____,
2007, the Company hereby promises to pay to the order of the Holder in lawful
money of the United States of America and in immediately available funds the
principal sum of One Hundred Fifty Thousand Dollars (US $150,000), together with
interest on the unpaid principal of this Debenture at the rate of five percent
(5%) per year (computed on the basis of a 365-day year and the actual days
elapsed) from the date of this Debenture until paid. At the Company's option,
the entire principal amount and all accrued interest shall be either (a) paid to
the Holder on the second (2nd) year anniversary from the date hereof or (b)
converted in accordance with Section 1.02 herein provided, however, that in no
event shall the Holder be entitled to convert this Debenture for a number of
shares of Common Stock in excess of that number of shares of Common Stock which,
upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the Holder and its affiliates to
exceed 4.99% of the outstanding shares of the Common Stock following such
conversion.
<PAGE>
SECTION 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option,
to convert, and sell on the same day, at any time and from time to time, until
payment in full of this Debenture, all or any part of the principal amount of
the Debenture, plus accrued interest, into shares (the "Conversion Shares") of
the Company's common stock, par value $0.001 per share ("Common Stock"), at the
price per share (the "Conversion Price") equal to the lesser of (a) an amount
equal to one hundred twenty percent (120%) of the closing bid price of the
Common Stock as listed on a Principal Market (as defined herein), as quoted by
Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount
equal to eighty percent (80%) of the lowest closing bid price of the Company's
Common Stock, as quoted by Bloomberg, LP (the "Closing Bid Price"), for the five
(5) trading days immediately preceding the Conversion Date (as defined herein).
Subparagraphs (a) and (b) above are individually referred to as a "Conversion
Price". As used herein, "Principal Market" shall mean The National Association
of Securities Dealers Inc.'s Over-The-Counter Bulletin Board, Nasdaq SmallCap
Market, or American Stock Exchange. If the Common Stock is not traded on a
Principal Market, the Closing Bid Price shall mean, the reported Closing Bid
Price for the Common Stock, as furnished by the National Association of
Securities Dealers, Inc., for the applicable periods. No fraction of shares or
scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To
convert this Debenture, the Holder hereof shall deliver written notice thereof,
substantially in the form of Exhibit "A" to this Debenture, with appropriate
insertions (the "Conversion Notice"), to the Company at its address as set forth
herein. The date upon which the conversion shall be effective (the "Conversion
Date") shall be deemed to be the date set forth in the Conversion Notice.
SECTION 1.03 RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Debenture, such number of
shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock.
SECTION 1.04 RIGHT OF REDEMPTION. The Company at its option shall have the
right to redeem, with fifteen (15) days advance written notice (the "Redemption
Notice"), a portion or all outstanding convertible debenture. The redemption
price shall be one hundred twenty percent (120%) of the amount redeemed plus
accrued interest.
In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture, the Holder shall receive a warrant to purchase fifty
thousand (50,000) shares of the Company's Common Stock for every One Hundred
Thousand Dollars ($100,000) redeemed, pro rata (the "Warrant"). The Warrant
shall be exercisable on a "cash basis" and have an exercise price of one hundred
twenty percent (120%) of the Closing Bid Price of the Company's Common Stock on
the Closing Date. The Warrant shall have "piggy-back" and demand registration
rights and shall survive for two (2) years from the Closing Date.
2
<PAGE>
SECTION 1.05 REGISTRATION RIGHTS. The Company is obligated to register the
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a Registration Rights Agreement, between the Company
and the Holder of even date herewith (the "Investor Registration Rights
Agreement").
SECTION 1.06 INTEREST PAYMENTS. The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Holder, in its sole
discretion, may elect to receive the interest in cash (via wire transfer or
certified funds) or in the form of Common Stock. In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that the
interest be paid in cash (via wire transfer or certified funds) or in the form
of Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued will be calculated as follows: the value of the stock shall be the
Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal to the amount of interest
due shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.
SECTION 1.07 PAYING AGENT AND REGISTRAR. Initially, the Company will act
as paying agent and registrar. The Company may change any paying agent,
registrar, or Company-registrar by giving the Holder not less than ten (10)
business days' written notice of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.
SECTION 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by all
of the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement"). As set forth in the Security Agreement, Holder's security
interest shall terminate upon the occurrence of an Expiration Event as defined
in the Security Agreement.
ARTICLE II.
SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without the consent of the Holder. Notwithstanding the above, without
the consent of the Holder, the Debenture may be amended to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change that does not adversely affect the rights of
the Holder.
3
<PAGE>
ARTICLE III.
SECTION 3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue freely tradeable Common Stock to the Holder within five (5) days of the
Company's receipt of the attached Notice of Conversion from Holder; (d) failure
by the Company for ten (10) days after notice to it to comply with any of its
other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof. Upon the
occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this Debenture
and/or the Securities Purchase Agreement dated the date hereof between the
Company and Cornell Capital Partners, L.P. (the "Securities Purchase
Agreement"), convert all debentures outstanding and accrued interest thereon
into shares of Common Stock pursuant to Section 1.02 herein.
SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in
Article III Section 3.01, a breach by the Company of its obligations under the
Investor Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.
The Company acknowledges that failure to honor a Notice of Conversion shall
cause irreparable harm to the Holder.
ARTICLE IV.
SECTION 4.01 RIGHTS AND TERMS OF CONVERSION. This Debenture, in whole or
in part, may be converted at any time following the date of closing, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02 above.
SECTION 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a
part of the Debenture, then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.
SECTION 4.03 TERMINATION OF CONVERSION RIGHTS. The Holder's right to
convert the Debenture into the Common Stock in accordance with paragraph 4.01
shall terminate on the date that is the second (2nd) year anniversary from the
date hereof and this Debenture shall be automatically converted on that date in
accordance with the formula set forth in Section 4.01 hereof, and the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.
ARTICLE V.
SECTION 5.01 ANTI-DILUTION. In the event that the Company shall at any
time subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.
4
<PAGE>
SECTION 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
INTERESTS. Except for the Standby Equity Distribution Agreement dated the date
hereof between the Company and Cornell Capital Partners, LP. so long as any of
the principal of or interest on this Note remains unpaid and unconverted, the
Company shall not, without the prior consent of the Holder, issue or sell (i)
any Common Stock or Preferred Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior to its
issuance, (ii) issue or sell any Preferred Stock, warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per
share less than such Common Stock's fair market value determined immediately
prior to its issuance, (iii) enter into any security instrument granting the
holder a security interest in any of the assets of the Company, or (iv) file any
registration statement on Form S-8.
ARTICLE VI.
SECTION 6.01 NOTICE. Notices regarding this Debenture shall be sent to the
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:
If to the Company, to: Fortis Enterprises
4185 West Lake Mary Boulevard, Suite 137
Lake Mary, Florida 32746
Attention: Stephen W. Carnes, President
Telephone: (407) 970-6361
Facsimile: (630) 982-3766
With a copy to: Kirkpatrick & Lockhart LLP
201 South Biscayne Boulevard - Suite 2000
Miami, FL 33131-2399
Attention: Clayton E. Parker, Esq.
Telephone: (305) 539-3300
Facsimile: (305) 358-7095
If to the Holder: Cornell Capital Partners, LP
101 Hudson Street, Suite 3606
Jersey City, NJ 07303
Telephone: (201) 985-8300
Facsimile: (201) 985-8266
With a copy to: Butler Gonzalez LLP
1416 Morris Avenue, Suite 207
Union, NJ 07083
Attention: David Gonzalez, Esq.
Telephone: (908) 810-8588
Facsimile: (908) 810-0973
5
<PAGE>
SECTION 6.02 GOVERNING LAW. This Debenture shall be deemed to be made
under and shall be construed in accordance with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the jurisdiction of the U.S. District Court sitting in the
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, New Jersey in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.
SECTION 6.03 SEVERABILITY. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.
SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire agreement between the parties hereto with respect to the subject
matter hereof and there are no representations, warranties or commitments,
except as set forth herein. This Debenture may be amended only by an instrument
in writing executed by the parties hereto.
SECTION 6.05 COUNTERPARTS. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the
Company as executed this Debenture as of the date first written above.
FORTIS ENTERPRISES
By: /s/ Stephen W. Carnes
----------------------------
Name: Stephen W. Carnes
Title: President
6
<PAGE>
EXHIBIT "A"
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)
TO:
The undersigned hereby irrevocably elects to convert $_________ of the
principal amount of the above Debenture into Shares of Common Stock of Fortis
Enterprises, according to the conditions stated therein, as of the Conversion
Date written below.
CONVERSION DATE:
--------------------------------------------------------
APPLICABLE
CONVERSION PRICE:
--------------------------------------------------------
SIGNATURE:
--------------------------------------------------------
NAME:
--------------------------------------------------------
ADDRESS:
--------------------------------------------------------
AMOUNT TO
BE CONVERTED: $
--------------------------------------------------------
AMOUNT OF
DEBENTURE UNCONVERTED: $
--------------------------------------------------------
CONVERSION PRICE
PER SHARE: $
--------------------------------------------------------
NUMBER OF SHARES OF
COMMON STOCK TO BE
ISSUED:
--------------------------------------------------------
PLEASE ISSUE THE
SHARES OF COMMON STOCK
IN THE FOLLOWING
NAME AND TO THE
FOLLOWING ADDRESS:
--------------------------------------------------------
ISSUE TO:
--------------------------------------------------------
AUTHORIZED SIGNATURE:
--------------------------------------------------------
NAME:
--------------------------------------------------------
TITLE:
--------------------------------------------------------
PHONE NUMBER:
--------------------------------------------------------
BROKER DTC
PARTICIPANT CODE:
--------------------------------------------------------
ACCOUNT NUMBER:
--------------------------------------------------------
A-1
it doesn't look good.
Out? Some were loading up today in the last half hour.
LOL! Sorry but that was funny.
I agree, and its better when ice cold. I have a co-worker hooked on it. He says he can't wait to try Koma.
Me too!........averaged in @ 0.00028
Someone told me that the add/drop period has ended, so it might be too late for this semester. But next semester see if you can register for the ESL class (by Prof. Garcia), if possible.
Does anyone really think that John actually reads the posts on the IMJX board here on iHub?
STB should be able to confirm this. He is the resident Brian Weber historian.
Good point!
Really? LOL!
I wish you the best Americano. I hope it all works out!
Over 150 Million traded at .0001
I disagree with regards to the chart. Lots of people are holding on to their shares....and I do not know of one soul who has been able to get their shares at .0001
Has anyone communicated with Mr. Sand?