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Re: toddeholden post# 56

Thursday, 07/12/2007 9:54:34 AM

Thursday, July 12, 2007 9:54:34 AM

Post# of 67
todd

common stock outstanding as of May 21, 2007 was 423,477,518

As of May 19, 2006 423,477,518 Shares of Common Stock were outstanding

so even though pinksheets says there was a 50:1 RS on 7/1/06, it never happened? (I just checked pinksheets and the 50:1 RS is not there now, I'm sure thats where I got that info from for the ibox when I created it on 2/9/2007)

The following is from the 2006-07-14 pre-14c


In addition on March 31, 2006 a Secured Debenture Purchase Agreement was executed between Media Finance en Suisse Holding GmbH and Satellite Newspapers Suisse GmbH. Under said Agreement the Company issued $2,700,000 original principal Series A Premium Secured Convertible Debentures, convertible at the conversion rate of $0.005 per share or 50% of the market price if the stock trades below $0.005. The holder on June 28, 2006 has elected to convert $2,100,000 of said debenture at 50% of the market price at $0.003 ($2,100,000 / .003 = 70,000,000 shares). Since the Company is unable to nor does it desires to issue that many shares, the Company has determined that it would be in its best interest to issue said shares in convertible preferred shares until such time as the reverse is effective.


For these reasons our Board of Directors has chosen to adopt and recommend the Reverse Stock Split.

The Reverse Stock Split and the other terms of the Amendment will have the following effects upon our Common Stock:

The number of shares owned by each holder of Common Stock will be reduced by the ratio of fifty (50) to one (1), reducing the number of shares of our Common Stock outstanding from 423,477,518 shares, to approximately 8,469,550 shares;

The number of shares of Common Stock we are authorized to issue will remain the same at 500,000,000 shares; and

The par value of our Common Stock will remain the same.

ALSO, re:Preferred Stock ...

The Board of Directors believes that it is in the best interests of both the Company and its stockholders to create a class of preferred stock as a part of the Company's capital stock. The Preferred Stock will be "blank check" preferred stock, giving the Board the authorization to issue preferred stock from time to time in one or more series and to fix the number of shares and the relative dividend rights, conversion rights, voting rights and special rights and qualifications of any such series. Any issuance of preferred stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and increasing the number of votes required approving a change in control of the Company.

----

so they are still hashing out this pre-14C a year later? and they eventually will file a 14C (no pre) and preform the 50:1 RS

I wonder how many shares of common per A share ???



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