And don't forget the preferred shares which can be converted into 80% of the common stock...
Our officers, directors and principal stockholders (greater that 5%
stockholders) together control 100% of our outstanding Series A preferred stock
and 100% of our Series C preferred stock. The preferred shares are convertible
into 80% of our Common Stock. As a result, these stockholders, if they act
individually or together, may exert a significant degree of influence over our
management and affairs and over matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, this concentration of ownership may delay or prevent
a change in control of us and might affect the market price of our common stock,
even when a change in control may be in the best interest of all stockholders.
Furthermore, the interests of this concentration of ownership may not always
coincide with our interests or the interests of other stockholders and
accordingly, they could cause us to enter into transactions or agreements which
we would not otherwise consider.