Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
PHXI uptick 0.015 x 0.016
CAUL chart...
CAUL--0.14 x 0.16--NITE boxing?
RDXM 0.0055 x 0.006 - sale pricing?
EMBR 0.12 x 0.14 - down on low volume...
PHXI priced at support level 0.015 x 0.0155...
RDXM chart...
Keep an eye on CAUL - now 0.135 x 0.18...
low volume movement on this shell...
Anyone know what's up with CAUL?
It's an empty shell with lots of low volume activity lately--is news coming?
Watch CAUL... ut - now 0.14 x 0.15
CAUL uptick 0.135 x 0.15
Thank you, BB.
I seem to always pick these things way ahead of their time.
BB... I've asked about PHXI before...
many times now. I'm staring at this chart trying to figure out when the pop I've been expecting is going to happen. I see the 50 day MA getting closer to the 200 day MA... is that crossing the sign I should be looking for here? I also noticed the Bollingers are tightening. Are there other positive indicators I'm overlooking?
Once again, TIA.
I guess I was too early in my EMBR calls?
http://www.investorshub.com/boards/read_msg.asp?message_id=5027181
http://www.investorshub.com/boards/read_msg.asp?message_id=4992870
Thanks, BB, for the confirmation of the triangle formation.
-- H2NRG
TAKI... re: RDXM...
I do plan to buy in--in fact, I had looked at this company many months ago, but sidelined it. I was just wondering about whether this was probably the low point for the near future, or is there a chance that MMs will take this down some more. Looks like NITE was just holding it down temporarily, so I probably missed my chance at 0.007.
It's great that VV was willing to share his photos... http://ragingbull.lycos.com/mboard/boards.cgi?board=RDXM&read=2959 . Doesn't appear to be a scam, just a startup. Good possible long-term hold.
Thanks for the info.
-- H2NRG
I'm thinking of buying some RDXM...
should I wait for lower, or is 0.007 the lowest I'm going to see from this point forward?
CAUL shell now 0.12 x 0.13, fyi.
PHXI Bid ut 0.02 x 0.021
GRSU--RB folks don't like it...
http://ragingbull.lycos.com/mboard/boards.cgi?board=BB%3AGRSU&origsymbols=grsu
Short-term play?
PHXI 0.021 x 0.0215
PHXI 0.02 x 0.0215 !
PHXI--10day MA ready to cross 200day MA...
10day crossed 50day back in early Dec.
Currently 0.0195 x 0.02
VNTB chart--symmetrical triangle forming???
Look at mid-December-onward... lower highs, and higher lows--consolidating before next leg up?
CAUL chart--shell with lots of activity...
EMBR chart--looks like symmetrical triangle to me...
although low-ish volume...
MM lineup at end of trading day...
(NITE on Bid--Bullish sign???)
Market Depth For Phoenix Interests Inc Delayed (11:20 PM EST)
Level II Quotebook
Time MMID Lots Bid
15:32 NITE 50 0.018
15:54 SCHB 50 0.017
14:55 HDSN 50 0.016
07:30 CRWN 50 0.015
07:30 HILL 50 0.015
07:30 PUGS 50 0.015
07:30 TDCM 50 0.015
07:30 DOMS 50 0.013
07:30 SEAB 50 0.012
07:30 JEFF 50 0.011
07:30 VIEW 50 0.011
07:30 STCS 50 0.010
07:30 GVRC 50 0.010
07:30 SACM 50 0.010
14:54 FRAN 50 0.010
07:30 FRGP 50 0.001
10:43 BAMM 50 0.001
07:30 VFIN 50 0.0005
07:30 EFGI 0 0.000
07:30 GNET 0 0.000
07:30 GRST 0 0.000
07:30 MPCO 0 0.000
07:30 DATA 0 0.000
Ask Lots MMID Time
0.019 50 SCHB 15:54
0.019 50 HDSN 14:55
0.020 50 VIEW 07:30
0.020 50 NITE 15:32
0.022 50 BAMM 10:43
0.022 50 GVRC 07:30
0.022 50 SEAB 07:30
0.022 50 TDCM 07:30
0.025 50 HILL 07:30
0.028 50 FRAN 14:54
0.030 50 CRWN 07:30
0.030 50 DOMS 07:30
0.030 50 JEFF 07:30
0.030 50 PUGS 07:30
0.031 50 VFIN 07:30
0.035 50 SACM 07:30
0.400 50 MPCO 07:30
0.510 25 FRGP 07:30
2.000 5 STCS 07:30
What a strange PHXI roller coaster day today...
PHOENIX INTERESTS INC - : PHXI
Time & Sales
Rec. Time Action Price Volume
3:54:32 PM Ask 0.0185 5000
3:53:00 PM Trade 0.018 25000
3:33:48 PM Trade 0.019 49000
3:32:32 PM Bid 0.018 5000
3:32:28 PM Trade 0.019 1000
3:32:28 PM Trade 0.0185 1000
2:55:16 PM Ask 0.019 5000
2:54:10 PM Ask 0.0195 5000
2:54:10 PM Trade 0.0175 50000
2:54:00 PM Trade 0.018 5000
2:53:54 PM Trade 0.018 50000
2:53:34 PM Trade 0.018 45000
2:49:02 PM Bid 0.017 5000
2:46:10 PM Trade 0.016 21000
1:56:28 PM Trade 0.018 4000
1:41:00 PM Bid 0.016 5000
1:40:48 PM Trade 0.0165 40000
1:28:16 PM Ask 0.018 5000
1:28:16 PM Trade 0.0165 10000
1:28:06 PM Trade 0.0165 5000
1:28:06 PM Trade 0.017 5000
1:27:00 PM Bid 0.0165 5000
1:27:00 PM Trade 0.018 10000
1:26:56 PM Trade 0.018 75000
1:00:36 PM Trade 0.018 10000
12:45:00 PM Ask 0.019 5000
12:44:42 PM Bid 0.018 5000
12:44:32 PM Ask 0.0185 5000
12:44:28 PM Ask 0.019 5000
12:44:20 PM Trade 0.018 25000
12:42:10 PM Bid 0.0175 5000
12:41:52 PM Bid 0.0165 5000
12:31:30 PM Trade 0.017 15000
12:31:16 PM Bid 0.017 5000
12:29:34 PM Ask 0.018 5000
12:29:20 PM Ask 0.019 5000
12:29:20 PM Trade 0.017 10000
12:27:06 PM Bid 0.0165 5000
12:25:26 PM Trade 0.016 10000
12:24:38 PM Trade 0.016 10000
12:23:38 PM Ask 0.017 5000
12:23:32 PM Bid 0.016 5000
12:23:32 PM Trade 0.018 5000
12:23:30 PM Trade 0.018 100000
12:18:38 PM Bid 0.018 5000
12:12:04 PM Bid 0.016 5000
12:12:02 PM Trade 0.018 16110
12:12:00 PM Trade 0.018 5000
12:11:40 PM Trade 0.018 5000
12:11:04 PM Ask 0.019 5000
10:52:58 AM Trade 0.0195 100000
10:51:42 AM Trade 0.0195 25000
10:45:04 AM Ask 0.0195 5000
10:43:48 AM Ask 0.02 5000
10:43:48 AM Trade 0.018 84000
10:42:28 AM Trade 0.018 30000
10:42:04 AM Trade 0.018 10000
10:41:42 AM Trade 0.018 50000
10:40:56 AM Ask 0.0185 5000
10:40:44 AM Bid 0.018 5000
10:40:42 AM Trade 0.0185 10000
10:31:26 AM Ask 0.019 5000
10:31:18 AM Trade 0.0185 6000
8:58:22 AM Ask 0.02 5000
8:58:22 AM Bid 0.0185 5000
(Time and Sales info from freerealtime.com)
CAUL chart...
CAUL 0.135 x 0.14 -- shell play
PHXI acting funny today--worth watching?
PHOENIX INTERESTS INC - : PHXI
Time & Sales
Rec. Time Action Price Volume
12:12:04 PM Bid 0.016 5000
12:12:02 PM Trade 0.018 16110
12:12:00 PM Trade 0.018 5000
12:11:40 PM Trade 0.018 5000
12:11:04 PM Ask 0.019 5000
10:52:58 AM Trade 0.0195 100000
10:51:42 AM Trade 0.0195 25000
10:45:04 AM Ask 0.0195 5000
10:43:48 AM Ask 0.02 5000
10:43:48 AM Trade 0.018 84000
10:42:28 AM Trade 0.018 30000
10:42:04 AM Trade 0.018 10000
10:41:42 AM Trade 0.018 50000
10:40:56 AM Ask 0.0185 5000
10:40:44 AM Bid 0.018 5000
10:40:42 AM Trade 0.0185 10000
10:31:26 AM Ask 0.019 5000
10:31:18 AM Trade 0.0185 6000
8:58:22 AM Ask 0.02 5000
8:58:22 AM Bid 0.0185 5000
News for PHXI - Phoenix Interests Announces Online Handicapping Tournament
WEDNESDAY, JANUARY 05, 2005 08:30 AM
JEFFERSONVILLE, Ind., Jan 5, 2005 (BUSINESS WIRE) --Phoenix
Interests, Inc. (OTCBB:PHXI) announced that its wholly owned
subsidiary, Online Enterprises, Inc., is hosting an online
handicapping tournament through its account wagering site,
http://www.BetBarn66.com . The tournament is scheduled for this Sunday,
January 9th, with players competing for cash prizes among all online
players. The top www.Barn66.com player will win airfare, hotel and
entry into the Horse Player World Series handicapping tournament at
the Orleans Hotel in Las Vegas, January 27-29. The Las Vegas
tournament has an anticipated total purse of $1,000,000 and top prize
of $500,000.
The contest features mythical $2 win, place, and show bets on 7
races, with the highest ROI winning the airfare to Las Vegas, hotel
stay, and entry into the tournament at the Orleans Hotel. Players can
enter the tournament at www.BetBarn66.com beginning today, Wednesday,
January 5th.
BetBarn66.com is a member of the AmericaTab affiliate system.
Account holders are able to sign-up and wager through the live
operator phone service, free wireless wagering service, or the
company's closed-loop computer systems. AmericaTab, Ltd. is licensed
to operate by the Oregon Racing Commission. This online horse wagering
service allows horse racing fans the ability to enjoy the excitement
of the track at home. Unlike other online wagering services,
AmericaTab allows its users to instantly sign-up and wager without
special software. Patrons of AmericaTab have a unique experience in
that they can wager at any track in the AmericaTab system with one
account. Best of all, AmericaTab is a United-States based wagering
service, owned and operated by racetracks.
All account wagering activity on www.BetBarn66.com is handled by a
multi-jurisdictional simulcasting and interactive-wagering totalizator
hub licensed by the State of Oregon Since its inception in 2001,
America Tab has increased the annual amount of wagers it has handled
from $19.3 million in 2001 to $102.4 million in 2003. It estimates
that in the first nine months of 2004 it has handled $93.2 million in
wagers, a nearly 23% increase from the same period one year ago.
Online Enterprises will receive a fee for each wager placed with
America Tab through its web site. Pari-mutuel wagering in the United
States totaled over $15 billion last year, of which an estimated $2
billion was conducted via account wagering and online.
Statements made in this news release that relate to future plans,
events or performances are forward-looking statements. Any statement
containing words such as "believes," "soon," "anticipates," "plans,"
or "expects," and other statements which are not historical facts
contained in this release are forward-looking, and these statements
involve risks and uncertainties and are based on current expectations.
Consequently, actual results could differ materially from the
expectations expressed in these forward-looking statements. Reference
is made to the Company's filings with the Securities and Exchange
Commission for a more complete discussion of such risks and
uncertainties.
SOURCE: Phoenix Interests, Inc.
CEOcast, Inc.
Ed Lewis, 212-732-4300
Perhaps some of the debentures maturing at the end of the year were converted into Series D preferred stock?
Also, this explains some of the new shares added to the O/S in December...
On December 28, 2004, Phoenix Interests sold to Pinnacle Investment Partners, L.P. 1,350,000 shares of its common stock for consideration of $7,425. These shares of common stock were exempt from registration under the Securities Act in reliance on Regulation E promulgated thereunder.
On December 30, 2004, Phoenix Interests sold to a number of accredited investors 6,150,000 shares of its common stock for aggregate consideration of $33,825. These shares of common stock were exempt from registration under the Securities Act in reliance on Regulation E promulgated thereunder.
BB... PHXI might finally be forming a symmetrical triangle...
(at least since December 04). Looks like I was a bit early a while back, eh?
GM--
Looks like everything to know about PHXI is listed in your box. PhoenixInterests.com has links to most everything one needs to know about PHXI. Nice corporate web site.
Wonder what the late day volume was all about today...
PHOENIX INTERESTS INC - : PHXI
Time & Sales
Rec. Time Action Price Volume
3:59:42 PM Ask 0.0198 5000
3:59:42 PM Trade 0.0185 50000
3:59:14 PM Trade 0.0185 90000
3:56:10 PM Trade 0.018 10000
3:56:02 PM Trade 0.018 121650
3:55:36 PM Trade 0.018 66700
3:55:34 PM Trade 0.018 10000
3:54:36 PM Trade 0.0185 15240
3:54:36 PM Trade 0.018 15240
3:54:32 PM Ask 0.0185 5000
3:53:48 PM Bid 0.018 5000
3:53:48 PM Trade 0.0185 50000
3:52:12 PM Trade 0.019 80000
3:52:12 PM Trade 0.0185 80000
3:52:06 PM Ask 0.019 5000
3:50:18 PM Trade 0.0185 57050
3:47:26 PM Bid 0.0185 5000
3:47:16 PM Bid 0.018 5000
3:47:14 PM Trade 0.019 50000
3:47:10 PM Trade 0.019 50000
3:46:16 PM Ask 0.0195 5000
3:46:12 PM Trade 0.019 6400
3:46:12 PM Trade 0.0195 6400
3:30:06 PM Ask 0.0198 5000
3:19:30 PM Bid 0.019 5000
3:18:52 PM Ask 0.02 5000
3:18:44 PM Trade 0.019 50000
3:18:04 PM Trade 0.019 25000
3:17:36 PM Trade 0.019 10000
3:15:10 PM Trade 0.019 35000
3:15:10 PM Trade 0.0185 35000
2:54:24 PM Trade 0.019 100000
2:53:46 PM Ask 0.019 5000
2:53:44 PM Trade 0.0185 50000
2:53:38 PM Trade 0.0185 5000
2:52:56 PM Trade 0.0185 10000
12:56:48 PM Trade 0.018 28000
12:56:44 PM Trade 0.018 25000
12:55:36 PM Bid 0.018 5000
12:10:14 PM Ask 0.0185 5000
12:10:08 PM Trade 0.018 70000
12:09:24 PM Trade 0.018 5000
12:03:58 PM Ask 0.018 5000
11:44:24 AM Bid 0.017 5000
11:44:16 AM Trade 0.018 20000
11:41:34 AM Bid 0.018 5000
11:41:32 AM Bid 0.017 5000
11:41:24 AM Trade 0.018 5000
11:40:20 AM Trade 0.018 25000
11:39:14 AM Bid 0.018 5000
11:29:18 AM Trade 0.018 50000
11:29:14 AM Trade 0.017 50000
11:22:42 AM Trade 0.0185 1500
10:26:10 AM Ask 0.0185 5000
10:26:02 AM Trade 0.018 21000
10:24:24 AM Bid 0.017 5000
10:24:16 AM Trade 0.018 5000
10:24:00 AM Trade 0.018 50000
10:21:52 AM Ask 0.018 5000
10:21:52 AM Bid 0.0165 5000
10:21:40 AM Trade 0.0175 25000
10:19:40 AM Ask 0.0175 5000
10:08:14 AM Trade 0.0162 25000
10:08:10 AM Trade 0.0165 25000
9:49:46 AM Trade 0.017 20000
9:49:42 AM Trade 0.0165 17345
9:48:54 AM Ask 0.018 5000
9:48:44 AM Bid 0.0162 5000
9:48:38 AM Trade 0.017 5000
9:41:14 AM Trade 0.017 50000
9:33:06 AM Trade 0.017 50000
PHXI uptick on web site news 0.018 x 0.0185...
1/4/2005
Phoenix Interests Announces Launch of New Corporate Internet Site
JEFFERSONVILLE, Ind.--(BUSINESS WIRE)--Jan. 4, 2005--Phoenix Interests, Inc. (OTCBB:PHXI - News) announced today that it has launched its new corporate website, available at http://www.phoenixinterests.com.
This new and updated site reflects the changes in the business of Phoenix Interests, Inc. Jim D. Tilton, Jr., Chairman, CEO and President of Phoenix Interests said: "Over the past year we have gone through a name change, have elected to be regulated as a Business Development Company, and have seen the launch of two new sites, www.Barn66.com, and www.BetBarn66.com, by our wholly owned subsidiary, Online Enterprises, Inc. Now with the New Year upon us, we have a new corporate site to reflect these changes and point us towards the new opportunities that lay ahead."
As previously announced, Online Enterprises, Inc., a wholly owned subsidiary of PHXI, launched www.Barn66.com, a thoroughbred industry resource providing news and a classified listing service, as well as access to account wagering. The recent launch of www.BetBarn66.com, allows users to make account-based wagers on thoroughbred racing at over 100 tracks. One of those tracks, Gulfstream Park, opened its Winter Meet this week. Tilton added: "Being able to provide horse players with access to all the tracks they want to wager on, in one easy-to-use site, without user fees, is a great asset to our customers."
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as "believes," "soon," "anticipates," "plans," or "expects," and other statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements. Reference is made to the Company's filings with the Securities and Exchange Commission for a more complete discussion of such risks and uncertainties.
--------------------------------------------------------------------------------
Contact:
CEOcast, Inc.
Ed Lewis, 212-732-4300
I hope that these series D preferred shares are a way to get a long-term investor on-board, without causing immediate dilution to the common shares. With all of these preferred shares, we the common shareholders will eventually be diluted significantly, but the near-term could be a nice ride if Tilton is able to get a track/racino going. He probably could not get funding for a track without these preferred shares or major common share dilution. Either way, long-term, the common shares will likely be very diluted.
It appears that Tilton was able to delay the conversion of those debentures that were supposed to be maturing on 12/31 and 1/1. Yeah, an O/S of 46 million kind of stinks now, but compared to the 980 million A/S, this is nothing. We do need some good news. Perhaps the Series D preferred shares is an indicator of some good news coming??? Financing of a track??? We can only guess at this point. Time will tell.
-- H2NRG
Today's PHXI 8-K filing for Series D shares...
http://app.quotemedia.com/quotetools/showFiling.go?name=PHOENIX%20INTERESTS%20INC:%208-K,%20Sub-Doc%....
CERTIFICATE OF DESIGNATION, NUMBER, POWERS
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
OTHER DISTINGUISHING CHARACTERISTICS OF
SERIES D PREFERRED STOCK
OF
PHOENIX INTERESTS, INC.
--------------------------------------------------------------------------------
It is hereby certified that:
The name of the corporation (hereinafter called the “Corporation”) is PHOENIX INTERESTS, INC.
The certificate of incorporation of the Corporation authorizes issuance of 20,000,000 shares of preferred stock with a par value to be determined by the board of directors and expressly vests in the board of directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued.
The board of directors has previously issued a total of 5,000 shares of Series A preferred stock, 100,000 shares of Series B preferred stock, and 12,000,000 shares of Series C stock.
The board of directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series D issue of convertible preferred stock:
RESOLVED, that there be and hereby is authorized and created a series of preferred stock, hereby designed as the Series D convertible preferred stock, par value $0.001 per share, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such certificate of incorporation and in addition thereto, those following:
1. Number of Shares. The number of shares constituting the Series D preferred stock is hereby fixed at 25,000. The stated value of each share of Series D preferred stock (the “Stated Value”) is $100.
2. Dividends. Shares of Series D preferred stock are entitled to participate, on an as-converted basis, in any dividends declared on the common stock.
3. Liquidation Rights. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Series D preferred stock shall be entitled to share pari passu with the holders of shares of common stock in the assets of the Corporation, on an as converted basis, whether such assets are capital or surplus of any nature. A Reorganization (as defined in section 9) shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this section 3.
4. Redemption. The Corporation may, on at least 14 days’ prior written notice to holders of shares of Series E preferred stock, redeem some or all of the then-outstanding shares of Series E preferred stock for a per-share redemption price, payable in cash, equal to 120% of the Stated Value, with that percentage increasing by 1% every month after December 23, 2004 (the “Original Issue Date”) until the date of redemption (pro rated for any period of less than a month).
5. Right to Convert. Any outstanding shares of Series D preferred stock may, at the option of the holder, be converted at any time or from time to time into fully paid and nonassessable shares of common stock at the conversion rate in effect at the time of conversion, determined as provided herein, except that (1) a holder of shares of Series D preferred stock may at any given time convert only up to that number of shares of Series D preferred stock as would result in the aggregate beneficial ownership of the Corporation’s common stock (calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of that holder and all persons affiliated with that holder not being more than 4.99% of the Corporation’s common stock then outstanding and (2) a holder of shares of Series D preferred stock may not convert more than half of that holder’s shares of Series D preferred stock within any 30-day period.
6. Mechanics of Conversion. (a) Before any holder of Series D preferred stock is entitled to convert shares of Series D preferred stock into shares of common stock, that holder must surrender the one or more certificates representing those shares, duly endorsed, at the office of the Corporation or of any transfer agent for the common stock and must give written notice to the Corporation at that office that the holder elects to convert the shares and must state therein the number of shares of Series D preferred stock being converted, the one or more names in which the one or more certificates representing shares of common stock are to be issued, and the one or more addresses to which any certificates representing shares of common stock are to be sent. The Corporation shall then promptly issue and deliver to that holder of Series D preferred stock the one or more certificates for the number of shares of common stock to which that holder is entitled. Those shares will be deemed to have been converted immediately before the close of business on the date of surrender of the shares of Series D preferred stock to be converted, and the one or more persons entitled to receive the shares of common stock issuable upon conversion will be treated for all purposes as the record holder or holders of those shares of common stock on that date.
(b) The number of shares into which one share of Series D preferred stock is convertible will be determined by dividing (1) the sum of (A) Stated Value plus (B) an amount equal to 1% of the Stated Value multiplied by the number of months from the Original Issue Date until the date of conversion (pro rated for any period of less than a month) by (2) the Conversion Price at that time. For purposes of hereof, “Conversion Price” means the lesser of (1) 70% of the Closing Bid Price and (2) $0.0192 (the amount being 120% of the Closing Bid Price on December 22, 2004). For purposes hereof, “Closing Bid Price” on a given day means the average of the closing bid price of the common stock on each of the five immediately preceding trading days on NASDAQ or any other principal securities price quotation system or market on which prices of the common stock are reported.
7. Adjustment for Stock Splits and Combinations. If the Corporation at any time, or from time to time, after the Original Issuance Date effects a subdivision of the outstanding common stock, the Conversion Price in effect immediately prior thereto will be proportionately decreased, and, conversely, if the Corporation at any time or from time to time after the Original Issuance Date combines the outstanding shares of common stock, the Conversion Price then in effect immediately before the combination will be proportionately increased. Any adjustment under this section 7 will become effective at the close of business on the date the subdivision or combination becomes effective.
8. Adjustments for Dividends and Distributions. (a) In the event the Corporation at any time, or from time to time, after the Original Issuance Date makes or issues, or fixes a record date for the determination of holders of common stock entitled to receive, a dividend or other distribution payable in additional shares of common stock, then and in each such event the Conversion Price then in effect will be decreased as of the time of that issuance or, in the event such a record date has been fixed, as of the close of business on that record date, by multiplying the Conversion Price then in effect by a fraction, the numerator of which is the total number of shares of common stock issued and outstanding immediately prior to the time of that issuance or the close of business on that record date and the denominator of which is the total number of shares of common stock issued and outstanding immediately prior to the time of that issuance or the close of business on that record date plus the number of shares of common stock issuable in payment of that dividend or distribution, except that if a record date has been fixed and the dividend is not fully paid or if the distribution is not fully made on the date fixed therefor, the Conversion Price will be recomputed accordingly as of the close of business on the record date and thereafter the Conversion Price will be adjusted in accordance with this section 8 as of the time of actual payment of the dividends or distributions.
(b) If the Corporation at any time or from time to time makes or issues, or fixes a record date for the determination of holders of common stock entitled to receive, a dividend or other distribution payable in securities of the Corporation or any of its subsidiaries other than additional shares of common stock, then in each such event holders of Series D preferred stock will be entitled to receive, upon conversion, the securities of the Corporation that they would have received had they been the owners on the date of that event of the number of shares of common stock issuable to them upon conversion.
9. Reorganizations, Merger, Consolidation, or Sale of Assets. If at any time or from time to time there occurs a capital reorganization of the common stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere herein) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation’s properties and assets to any other person (each, a “Reorganization”), then, as a part of that Reorganization, holders of the Series D preferred stock will thereafter be entitled to receive upon conversion of shares of Series D preferred stock the number of shares of stock or other securities or property of the Corporation or of the successor corporation resulting from that Reorganization to which a holder of common stock deliverable upon conversion would have been entitled on that Reorganization. In any such case, appropriate adjustment will be made in the application of the provisions hereof relating to conversion with respect to the rights of the holders of shares of Series D preferred stock after the Reorganization to the end that those provisions (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Series D preferred stock) are applicable after that event as nearly equivalent as may be practicable.
10. Certificates as to Adjustment. In each case of an adjustment or readjustment of the Conversion Price, the Corporation shall compute that adjustment or readjustment in accordance herewith and shall cause its chief financial officer to prepare and sign a certificate showing that adjustment or readjustment and shall mail that certificate by first class mail, postage prepaid, to each registered holder of shares of Series E Preferred Stock at the holder’s address as shown in the Corporation’s books. The certificate shall state that adjustment or readjustment, showing in detail the facts on which that adjustment or readjustment is based.
11. Notice of Record Date. If the Corporation takes a record of the holders of any class of securities for the purpose of determining those holders who are entitled to receive any dividend (other than a cash dividend) or other distribution, any security or right convertible into or entitling the holder to receive additional shares of common stock, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of shares of Series D preferred stock at least ten days prior to the date specified therein a notice specifying the date on which any such record is to be taken for the purpose of that dividend, distribution, security, or right and the amount and character of that dividend, distribution, security, or right.
12. No Fractional Shares. No fractional shares of common stock will be issued on conversion of shares of Series D preferred stock. Instead, any fractional share will be rounded up to the nearest whole share. All shares of common stock (including fractions thereof) issuable upon conversion of more than one share of Series D preferred stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.
13. Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of shares of the Series D preferred stock, a sufficient number of shares of common stock to effect the conversion of all outstanding shares of Series D preferred stock, and if at any time the number of authorized but unissued shares of common stock is not sufficient to effect the conversion of all then outstanding shares of Series D preferred stock, the Corporation shall take such corporate action as is, in the opinion of its counsel, necessary to increase the authorized but unissued shares of common stock to a number of shares that is sufficient for that purpose.
14. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (1) on hand delivery or delivery by telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (2) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
to the Corporation:
Phoenix Interests, Inc.
One RiverPointe Plaza, No. 706
Jeffersonville, IN 47131
Telephone: (502) 584-4434
Facsimile (812) 282-2152
to any holder of shares of Series D preferred stock:
At the address set forth on the books and records
of the Corporation or as specified in writing by that holder.
(b) The Corporation may change its address for notices by giving at least ten days’ written notice to all holders of shares of Series D preferred stock.
15. Payment of Taxes. The Corporation will pay all transfer taxes and other governmental charges that may be imposed in respect of the issue or delivery of shares of common stock upon conversion of shares of Series D preferred stock.
16. No Circumvention. The Corporation shall not amend its certificate of incorporation, or participate in any Reorganization, dissolution, issue or sale of securities, or any other voluntary action for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation.
17. Voting. Except as otherwise required by law, holder of shares of Series D preferred stock will vote together with the common stock, with each share of Series D preferred stock being entitled to one vote.
Executed as of December 23, 2004.
PHOENIX INTERESTS, INC.
By: /s/ James D. Tilton, Jr.
--------------------------------------------------------------------------------
James D. Tilton, Jr.
President
EMBR--my 920 share trade caused the Ask to jump from 0.20 to 0.22.
AT--is the float really in the hundred thousands? And the O/S is 7 million? Has anyone confirmed this with the transfer agent?
Figured EMBR was worth a little gamble--merger with portion of former Aladdin Software company is underway.
BTW, I'd like to see BB's board stay free--please try to be congenial here. Thanks.
-- H2NRG
BB... EMBR symmetrical triangle forming?
PHXI O/S is now 46 million as of 9am EST 1/3/05...
Just got off the phone with Olde Monmouth Stock Transfer (732) 872-2727 . Current PHXI outstanding shares are 46,055,663. No increase as of today. Last O/S increase was on 12/28/04. Looks like debenture conversion has been delayed, otherwise O/S would probably be much higher today.