try starting with:
the resale, from time to time, of up to 2,000,000 shares of our Common Stock by the Selling Stockholders and (ii) the resale, from time to time, of 100,000 shares of our Common Stock by the Selling Stockholders upon the conversion of an
equal number of their shares of Class B Common Stock into Common Stock
On December 28, 2005 the Company sold 1,000,000 restricted shares of Common Stock at a price of $0.15 per share to Nite Capital, L.P. This transaction also included common stock purchase warrants that would allow Nite Capital to purchase
up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.20 per common share. Nite Capital received 50,000 shares of the Company’s Class B Common Stock as a result of the stock dividend to all Common Stock
holders of record on October 27, 2006. Nite Capital is entitled to receive up to an additional 50,000 shares of the Company’s Class B Common Stock if it exercises its warrants to purchase up to an additional 1,000,000 shares of the Company’s Common Stock.
small market capitalization makes its Common Stock relatively more susceptible to market manipulation than large capitalization companies
The SEC is conducting an investigation regarding an alleged illegal touting or market manipulation of the Company’s stock. (important!!) - I suggest thay look
at how this stock has been yoyo'd over the last 60 days by MM's).
The Company entered into a loan agreement that allows the lender to convert the loan into additional Common Stock of the Company, which could result in significant dilution of shareholders’ Common Stock holdings.
On January 30, 2007, the Company borrowed $500,000 from John M. Fife. In connection with such loan, the Company issued an original issue discounted note pursuant to which the Company was obligated to pay Mr. Fife $825,000 on July 30, 2007. On each of February 26, 2007, April 11, 2007, May 17, 2007 and June 29, 2007, the Company borrowed an additional $250,000 from Mr. Fife, and the note was amended such that on July 30, 2007, the Company will be obligated to pay Mr. Fife
an aggregate of $2,481,000. The Company has pledged 23,000,000 shares of its Common Stock to secure its obligations under the note. In addition, the note is
secured by a personal guaranty of the Company’s CEO, Terry Kiefer, and the guaranty is in turn secured by a pledge of 17,000,000 shares of the Company’s Common Stock owned by Mr. Kiefer. If the Company defaults on the loan, then Mr.
Fife will have the right to foreclose on the shares of the Company’s Common Stock pledged as collateral and sell such stock until he is repaid in full. (See “DESCRIPTION OF BUSINESS – Fife Loans” in this prospectus).
The Company’s CEO, who is the sole member of the Board of Directors, controls a substantial amount of our Common Stock and could delay or prevent a change of control
read "Legal Proceedings" in their entirety
The Company is authorized to issue a total of 310,000,000 shares, of which 300,000,000 shares are designated “Common Stock,” having a par value of $0.001 per share, and 10,000,000 shares are designated “Class B Common Stock,” having a par value of $0.001 per share.
read "Fife loans" section completely.
i call this the "duh" section:
In 2005, the Company entered contracts to repair homes in Florida that were damaged by storms. The Company calculated its fees for the contracts based on the normal cost of materials. The insurance companies made initial payments to the Company to commence the restoration services at the prices specified in the contracts. The Company then paid its normal commissions to its salespersons. An unexpected shortage of repair materials in Florida caused their price to more than double. The Company had to cancel many of its contracts because we could not procure the necessary repair material and the Company was unable to recover the ommissions paid to its salespersons for the cancelled contracts. In addition, the completed contracts were done at a minimal profit margin due to the increase in the cost of repair materials. The backlog of said projects continued through
most of 2006 resulting in minimal contribution margin in Florida. In addition, an unusually mild hurricane season in this market made it difficult to produce new revenue in 2006.
The Company has funded its operations primarily by incurring indebtedness and selling its Common Stock. The principal use of cash has been for operating activities. The Company’s liquidity has been negatively impacted by its recent
acquisitions in Florida, Mississippi and Minnesota.
they are in hock to this guy Fife big time.
read pg 46 "capital Stock Activity" - all.
