Telefix Communications Holdings Inc. (TLFX)

[Tide Pool]

TLFX Preferred Series B Shares: Several situations complicate the true Fully Diluted share value for traders and investors today.

The Series B Preferred Stock shall be convertible into the greater of a) one share (subject to adjustment for forward or reverse splits, stock dividends, or recapitalizations) of common stock; or, b) such number of shares of common stock as shall equal fifty-one percent (51%) of the issued and outstanding common stock on a Fully Diluted Basis (as defined below), less that number of shares of common stock beneficially owned by the holder. The total number of shares of outstanding common stock on a Fully Diluted Basis shall include all shares of common stock that are issuable upon the conversion, exchange or exercise of other Corporation securities. Voting Rights attributes 51% of the total voting power of all issued and outstanding securities.

Q1 FY2015 Report quotes SS as of (Sep. 30, 2014):

Common:
Authorized: 950,000,000
Issued: 480,264,612

Preferred A:
Authorized: 50,000,000
Outstanding: 1,100,000

Preferred B:
Company pledged 1 share

NOTE: Transfer Agent Restricted By TLFX - unable to confirm.

When we look at the total AS at 950mm common and Preferred-B conversion rate 51% of Fully Diluted Basis, then we find the Fully Diluted Basis maximum value equals 629,139,073 shares.

With common issued = 480,264,612 shares,
Preferred-A redemption rate of 1:2 into common = 2,200,000 shares,
We get a total of 482,464,612 Diluted shares value of common.
This leaves us 146,624,461 common shares left for issue.

To THE POINT: When we look at the Liabilities on the books, TLFX is under water, especially when 200,000,000 shares are sold for $65K - THATS .000325 PER SHARE. CALCULATE THE FULLY DILUTED BASIS OF $1,148,112 LIABILITY !!!

a)Q2 The Company issued 200,000,000 new shares of free trading common stock under Rule 504 direct investment of $65,000 via Exelerate Funding / Deer Valley Management Quarter 2, FYE 2014;

http://www.otcmarkets.com/financialReportViewer?symbol=TLFX&id=120989