InvestorsHub Logo
Followers 1040
Posts 116541
Boards Moderated 12
Alias Born 06/10/2006

Re: surfkast post# 15115

Monday, 07/30/2018 1:18:23 PM

Monday, July 30, 2018 1:18:23 PM

Post# of 23456
Each holder of shares of Series C Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series C Preferred Stock into a 100 of fully paid and non-assessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.






Table of Contents



The Series C Preferred has the following anti-dilution language:



“For a period of 24 months after the Preferred is issue, the conversion price of the Series C Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares and the fully convertible positions of this Series C Preferred. At the expiration of the anti-dilution period, the conversion rate in Section V (A) above shall be equal to a conversion rate equal to 72.5% on the Common Stock. For example, if on the date of expiration of the anti-dilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series C Preferred Stock shall convert at a rate of 181.9 common shares for each 1 Series Preferred Share.






Common Shares Beneficially Owned

Prior to Offering





Common Shares Beneficially Owned

After the Offering





Series C Preferred Shares Beneficially Owned

Before and After the Offering



Name and Position of Beneficial Owner



Number





Percent





Number





Percent





Number





Percent



(Each person owning more than 10% not yet known)



O/S





O/S





O/S





O/S







0






0


Todd Higley





0






0






0






0






2,000,000






20.01


Phil Kirkland





0






0






0






0






2,000,000






20.01


Cecilia Widner-White





0






0






0






0






2,000,000






20.01


Devon Jones





0






0






0






0






2,000,000






20.01


Other Shareholders as a Group



O/S





O/S





O/S





O/S







1,996,000






19.96




















































Total





207,050,000






100






1,207,050,000






100






9,996,000






100