Today's copi 8-K Details ...
Looks like that's the last of the 30+% Interest,
Super-Short-Term , Super-Toxic Convertible Loans.
And, IT MATURES IN ONLY 2 MONTHS !!
According to this :
" The Additional Debenture matures on November 6, 2008. "
Talk about super-sub-prime 'loans' .
This is a worse 'deal' than those pre-paycheck 'loans' .
Now, how could copi Ever Possibly PAY THIS ALL BACK ,
PLUS INTEREST , IN CASH , IN JUST 62 DAYS. While copi
is still burning cash, as always, for the last 10 years.
By the way : Regarding the 'Canada Thingy' .
1] The 'New Law' is not even 'effective' until Next Year.
2] And, No company will 'sign-up' with copi, or any blocker,
3] until it's at least 'tested' in court,
4] After the first 'fines' are imposed.
5] Also, All of Canada IS SMALLER THAN CALIFORNIA. And ,
6] The 'average' Canadian has Less Wastable Income, by far,
7] Than the 'average' Californian. And,
8] Canadians are less of a sucker for telemarketers.
extra, Sincerely.
P.S. ; Below is a copy of the 'guts' of Today's copi 8-K :
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
On September 2, 2008, Compliance Systems Corporation (the “Corporation”), a Nevada corporation, sold and issued to Agile Opportunity Fund, LLC (“Agile”) a Secured Convertible Debenture (the “Additional Debenture”) in the original principal amount of $300,000 pursuant to the Securities Purchase Agreement, dated May 6, 2008 (the “Purchase Agreement”), between the Corporation and Agile. The Additional Debenture matures on November 6, 2008.
In connection with the sale and issuance of the Additional Debenture and for no further consideration, the Corporation issued to Agile 2 million shares (each, an “Additional Equity Incentive Share”) of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”).
The Additional Debenture is to bear interest at the rate of 15% per annum, payable monthly, although the Additional Debenture further provides that, in addition to interest, Agile is entitled to an additional payment, at maturity or whenever principal is paid, such that Agile’s annualized return on the amount of principal payment so paid equals 30%. The principal and all accrued and unpaid interest under the Additional Debenture is, at the option of Agile, convertible into shares of Common Stock at a conversion price of $0.05 per share (subject to anti-dilution adjustment).
In connection with the sale and issuance of the Additional Debenture and the 2 million Additional Equity Incentive Shares, the Corporation issued to its investment banker, Cresta Capital Strategies, LLC, five-year warrants (each, a “Cresta Warrant”) to purchase 800,000 shares (each, a “Cresta Warrant Share”) of Common Stock at a purchase price of $0.05 per share.
The Corporation believes that the issuances of the Additional Debenture, the 2 million Additional Equity Incentive Shares and the Cresta Warrants are, and the issuance of the 800,000 Cresta Warrant Shares, if any, will be, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuances and sales of the shares were conducted pursuant to a series of related transactions not involving any public offering.
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of exhibits to this Current Report on Form 8-K:
Exhibit
Number Description
10.1 Securities Purchase Agreement, dated as of May 6, 2008, between Compliance Systems Corporation and Agile Opportunity Fund, LLC [Incorporated by reference to Exhibit 10.1 of the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008].
10.2 Secured Convertible Debenture of Compliance Systems Corporation, dated September 2, 2008, in the principal amount of $300,000 and payable to Agile Opportunity Fund, LLC.
10.3 Warrant Certificate of Compliance Systems Corporation, dated as of September 2, 2008, registered in the name of Cresta Capital Strategies, LLC.
2
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P.P.S. ; The above 'info' was known by copi Insiders ,
AND, their super-sub-prime 'lenders' Many Days Ago. So,
maybe off-shore 'friends' of the lenders, and/or 'insiders' ,
have been short-term shorting copi's again. Why else would
copi be down ~50% in just the last week.
WAY BEFORE THE 'slightly' DELAYED 'NEWS' WAS SIGNED + FILED.
Anyway, the big 'problem' is not the 'news delay' . But,
it's HOW CAN copi PAY BACK THE 'LOAN' + INTEREST ,
in just 62 days, while still burning cash, every day ?
And, what will the trading 'price' of copi be on 7nov2008 ?
