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Re: macdrsirules post# 7

Sunday, 02/04/2007 12:17:43 AM

Sunday, February 04, 2007 12:17:43 AM

Post# of 9
Looking through the 8-K now.

Excerpts of interest concerning share structure.

"We plan to amend our articles of incorporation to (i) change our name to Sutor Technology Group Limited, (ii) increase the number of our authorized shares of common stock from 100 million to 500 million and (iii) effect a 1-for-10 reverse split of common stock. Such amendment is expected to become effective in or about March 2007 and is hereinafter referred to as the “Amendment to the Articles.”"


"Series A Voting Convertible Preferred Stock


As of February 1, 2007, we have 155,122 shares of Series A Voting Convertible Preferred Stock issued and outstanding, which are owned by HFI, Heritage Management Consultants, Inc., Ye Zhong and Jingshi Cai. Each share of Series A Voting Convertible Preferred Stock is entitled to 98 votes and can be converted into 98 shares of our common stock. We expect that the 155,122 shares of Series A Voting Convertible Preferred Stock will be converted into 15,201,956 shares of our common stock and be reduced to 1,520,195.6 shares of common stock upon the effectiveness of a 1-for-10 reverse stock split which is expect to occur immediately following the Amendment of the Articles in or about March 2007. The issuance of preferred stock while providing desirable flexibility in connection with possible acquisitions and other corporate purposes could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock.


Series B Voting Convertible Preferred Stock


On February 1, 2007, in connection with the reverse acquisition of Sutor Steel Technology Co., Ltd., we issued 323,380.52 shares of our Series B Voting Convertible Preferred Stock to holders of capital stock of Sutor Steel Technology Co., Ltd. in exchange for all issued and outstanding share of capital stock of Sutor Steel Technology Co., Ltd. On February 1, 2007, we also completed a private placement pursuant to which we issued and sold to certain accredited investors 39,473.68 shares of our Series B Voting Convertible Preferred Stock for $12 million. As a result, on February 1, 2007, we have 362,854.20 shares of Series B Voting Convertible Preferred Stock issued and outstanding."

I do not think the Series B shares are convertible into common stock.

Sutor Steel as of Sept. 30, 2006
Total Current Assets
74,016,992

TOTAL ASSETS
119,597,559

Total Liabilities
61,662,816

TOTAL LIABILITES AND STOCKHOLDERS' EQUITY
119,597,559 (retained earnings 29,734,125)

Gross Profit
15,937,754

Net Income
11,528,200

Diluted Earnings (Loss) per Common Share
0.36

Weighted-Average Diluted Common Shares outstanding
32,338,052

Comprehensive Income
12,968,346 (Net income plus foreign currency translation adjustment)



This is an enormous document.
http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?dcn=0001144204-07-005067&Type=HTML

I have no idea what the PPS will do in the future.

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