141 Capital Inc (fka ONCP)

[MuchCompensation]

You guys thought I was crazy at the time, but when I saw this a while back it caught my eye. ........

Take heed of this sentence, and see if you can spin it in as many directions as I can think of.

"Adjust the number of Series C Preferred Shares converted such that the total holdings of ONCP Common Stock will not exceed 10% and issue unrestricted Common Stock."

Without knowing the share structure, this is an exercise in futility.

Posted by: MuchCompensation Date: Tuesday, March 31, 2009 5:20:56 PM
In reply to: nukuhiva who wrote msg# 12709 Post # of 13038

Things that make you say Hmmmm.....

http://www.141capital.com/pdfs/Series%20C%20Preferred%20Stock%20Conversion%20Request.pdf

Series C Preferred Stock Conversion Request

To: 141 Capital, Inc.

1) You are hereby requested to convert
Shares of Series C Preferred Stock into Common Stock, as per 141 Capital’s Amended and Restated Articles of Incorporation. Should the conversion of these shares result in the beneficiary’s holdings exceeding 10% of the issued and outstanding Common Stock of 141 Capital, you are hereby
requested to (clearly indicate one):

a. Adjust the number of Series C Preferred Shares converted such that the total holdings of ONCP Common Stock will not exceed 10% and issue unrestricted Common Stock.

b. Convert the number of Series C Preferred Shares requested and issue restricted Common Stock.

2) The Series C Preferred Share Certificate being converted is Number for
shares. This certificate is (clearly indicate one):

a. Included with this request

b. Held by 141 Capital from a previous request.

3) In the event that the Series C Preferred Shares converted are less than the current value of the certificate, please (clearly indicate one):

a. Hold the remaining Preferred Shares for my account.

b. Forward a new certificate for the remaining Preferred Shares.

4) The Converted Common Shares are to be issued for the benefit of:

Name:
Social Security #:
Address:
For full value received, I hereby sell, assign, and transfer the above disclosed shares.

As of this date, the entity identified in 4 above holds
shares of ONCP Common Stock.
Series C Preferred Shareholder – Signature
Print Name

I think the devil is in the details, therefore, I believe Physicsman is entitled to restricted shares.

I would like to get confirmation of this as soon as is practicable.

MC