As of March 31, 2009, the Series A shares were convertible into approximately 46 million shares of common stock.
REMEDIAL READING 101
That sentence appears for the first time in the last filing in Note 9. That is my point. Your point is that it is not new information.
FYI...The original wording:
Conversion. The Series A Preferred Stock shall be convertible in
whole but not in part at the option of the holders of a majority of
the Series A Preferred Stock upon the first to occur of: (1) any
closing or closings of equity and/or debt financing which, in the
aggregate, equal or exceeds $5,000,000 in gross proceeds, or (2)
December 31, 2008. Notwithstanding the above, such conversion
shall automatically be deemed to have been effected immediately
prior to the Qualified Public Offering, and the person or persons in
whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the
Common Stock represented thereby at such time.
Upon any such conversion, the Series A Preferred Shares shall
convert into that number of fully paid and non-assessable shares of
Common Stock (calculated as to each conversion to the nearest
1/100th of a share) which would, together with the Common Stock
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held by the owners of the Series A Preferred Stock as of the date of
the original issuance of the Series A Preferred Stock to the original
holders thereof, constitute a total of sixty percent (60%) of the
outstanding Common Stock on a fully-diluted basis.
Upon such conversion, each holder of Series A Preferred Shares
shall surrender such shares, accompanied by instruments of
transfer satisfactory to the Corporation and sufficient to transfer
the Series A Preferred Shares being converted to the Corporation
free of any adverse interest, at any of the offices or agencies
maintained for such purpose by the Corporation. As promptly as
practicable after the surrender of such Series A Preferred Shares as
aforesaid, the Corporation shall issue and shall deliver at such
office or agency to such holder, or on his written order, a
certificate or certificates for the number of full shares of Common
Stock issuable upon the conversion of such shares in accordance
with the provisions hereof, in proportion to their Common Stock
holdings as of the date of this Designation, and any fractional
interest in respect of a share of Common Stock arising upon such
conversion shall be settled in cash as provided below.
No fractional shares of Common Stock shall be issued upon any
conversion of the Series A Preferred Shares. Instead of any
fractional interest in a share of Common Stock which would
otherwise be deliverable upon the conversion of any Series A
Preferred Shares, the Corporation shall make an adjustment
therefor to the nearest 1/100th of a share in cash at the fair market
value of the Common Stock as determined in good faith by the
Board of Directors, as of the close of business on the business day
next preceding the day of conversion.
The Corporation will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on conversion of the Series A Preferred
Shares pursuant hereto; provided, however, that the Corporation
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of
Common Stock in a name other than that of the holder of the
Series A Preferred Shares converted and no such issue or delivery
shall be made unless and until the person requesting such issue or
delivery had paid to the Corporation the amount of any such tax or
has established, to the satisfaction of the Corporation, that such tax
has been paid.
The Corporation covenants that all shares of Common Stock which
may be delivered upon conversion of the Series A Preferred Shares
will upon delivery be duly and validly issued and fully paid and
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nonassessable, free of all liens and charges and not subject to any
preemptive rights. The number of shares of Common Stock
required to effect conversion of all Series A Preferred Shares at
any given time shall automatically be deemed to be reserved in a
quantity sufficient to effect such conversion, and the issuance of
shares of Common Stock upon conversion of Series A Preferred
Shares is authorized in all respects.
7. Status of Reacquired Series A Preferred Shares. Series A
Preferred Shares issued and reacquired by the Corporation
(including Series A Preferred Shares which have been converted
into shares of Common Stock) shall have the status of authorized
and unissued shares of Series A Preferred Shares undesignated as
to the series, subject to later issuance.
Look at the credentials of the people involved here. They are business people with a history of success that can be readily vetted."
