I'm curious as to where the 60 days comes from. Anyone care to enlighten? I looked over the filings and can only find the below referencing exercising. Maybe I'm missing something and Recapitalization has occurred. I'm no expert.
This is from the filing including the typo in Item 5.
The Note is in the original principal amount of $1,250,000.00, and bears interest at the rate of 8% per annum, payable on the six (6) month anniversary thereof and at maturity (November 8, 2019). The principal balance of the Note is convertible into Common Stock at a variable rate which is ten percent (10%) less than the lowest daily price of Common Stock for the 30 days immediately preceding conversion. The Note is convertible at any time after the “Recapitalization”, as defined in Item 5 herein, but is subject to being exercised in minimum amounts of 25% of its then-current principal balance. The conversion of the Note may be subject to a cap of 9.9% of the Issuer’s total outstanding Common Stock, which cap is invocable by the holder in its discretion. Similarly, conversion may not be effectuated if Holder has, in the preceding 30 days, sold more than ten percent (10%) of the total 30 day trading volume of the Common Stock. The shares issuable upon conversion of the Note are subject to anti-dilution protection. As of the date of issuance, and assuming the “Recapitalization”, as defined in Item 5 herein, takes place, the Note would have been convertible into 925,925,925 shares of Common Stock at issuance.
The Warrant is exercisable to purchase an aggregate of up to 925,925,925 shares of Common Stock for a period of three (3) years. The exercisability of the Warrant and its exercise price is tied in to conversion of the Note; i.e, to the extent the Note is converted, in whole or in part, an equal number of shares of Common Stock become purchasable under the Warrant and at the same exercise price as the conversion price of the Note. The Warrant is subject to cashless exercise if the Issuer is in default of certain of its obligations under the RRA. The RRA provides for the Issuer to file, obtain effectiveness for and maintain effective one (1) or more registration statements.
Item 5. Interest in Common Stock of the Issuer
(a) and (b). At present, the Issuer’s authorized common stock consists of 1,500,000,000 shares of common stock, par value of $.001 per share, and certain preferred shares. The Issuer has filed a Definitive Information Circular with the Commission, dated January 31, 2019, indicating that it has received shareholder assent to amend its certificate of incorporation to increase the number of authorized shares of Common Stock from 1,500,000,000 to 7,500,000,000 and to change its par value from $.001 to $.000001 per share. Except as otherwise specifically stated herein, all references herein to ARJ’s ownership of Issuer common stock assume the filing of such Amendment, which has not taken place yet (the “Recapitalization”). Absent such amendment, the Note is not convertible, the Warrant is not exercisable, and ARJ’s entire position in Issuer Common Stock is zero and Garnock’s entire position in Issuer Common Stock is 24,146,068 shares of Common Stock of which Garnock owns 24,000,000 of such shares and his wife, Rochelle Rabenou - Garnock, owns 146,068 shares of Issuer Common Stock. The within calculations of percentages of Issuer Common Stock owned are based on the assumption of an aggregate of 2,425,925,925 shares of Common Stock being. That number is the sum of the total current number of shares of Issuer Common Stock outstanding, (1,500,000,000) plus the 925,925,925 shares tahtw ould be owned by ARJ assumnming both conversion in full of the Note and the Recapitalization taking place. Garnock shares voting control over ARJ’s shares with ARJ. He retains sole dispositive and voting power over the 24,000,000 shares of Common Stock owned by him, and his wife retains sole voting and dispositive power over the 146,068 shares of Common Stock owned by her.
Assuming the Recapitalization becomes effective, the Reporting Persons would collectively beneficially own effective as of the date hereof 950,071,993 shares of Common Stock, consisting of 925,925,925 shares underlying the Note, 24,000,000 shares held by Garnock and 146,068 shares held by Rochelle Rabenou-Garnock. Based on 2,425,925,925 shares outstanding (see immediately preceding paragraph), such beneficial ownership would constitute 38.1% of the shares of Common Stock outstanding. The Warrant would not be exercisable since exercise of the Warrant is subject to a cap of 9.9% of the Issuer’s total outstanding Common Stock.
