141 Capital Inc (fka ONCP)

[funmaxus]

Agree with that.

Below is the "original offer" found in a pdf format, which was available on the 141 website.
The extended offer made no mention of any changes from the original offer.
At no time, to my knowledge, was there any public disclaimer or information indicating that management reserves the right to amend, change, or alter the original terms without prior notification.

More than one poster that has converted from preferred to common has made mention that management has referred to an "Exhibit A" regarding the conversion. To date, no one has posted this document, or rather no one has seen the document.

Unfortunately, a dog chomped on my left hand, so I'm typing with my right hand only, otherwise I'd ramble a bit more.

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Offer to Exchange Common Stock, October 08, 2008

INFORMATION STATEMENT
141 Capital, Inc.
Offer to Exchange Common Stock
Dear Shareholder:
The Board of Directors of 141 Capital, Inc. (the “Company”) has approved an offer to exchange Company Common
Stock for shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).
The terms of the offer are as follows. For each one thousand (1,000) shares of the Company’s Common Stock
tendered in the exchange you will receive one share of the Company’s Series B Preferred Stock. A Shareholder
must tender at least 1,000,000 shares of Common Stock to qualify to take part in this exchange offer. In addition, the
deadline for accepting the exchange offer and delivery of certificates to the Company’s transfer agent is by the close
of business on November 7, 2008.
This Information Statement is being furnished to provide information to our shareholders about the terms and
conditions of the exchange offer and how to elect to participate in the exchange. It is not intended as an inducement
or encouragement to buy or sell any securities of the Company. You are not required to accept the exchange offer.
However, the Board of Directors encourages shareholders to participate in the exchange offer and hopes as many
shareholders as possible will accept the offer.
Neither the Securities and Exchange Commission nor any state securities administrators have approved the
141 Capital, Inc. Series B Preferred Stock to be issued, or determined if this Information Statement is
accurate or adequate.
Sincerely,
Errol Stone
CEO
October 08, 2008
The offer to exchange Common Stock for Series B Convertible Preferred Stock (the Exchange Offer”) culminates a
lengthy process during which the Board of Directors of 141 Capital, Inc., concluded that it would be in the best
interests of the Company and its shareholders to reorganize the Company’s capital structure by substantially
reducing the number of common shares issued and outstanding without eliminating the rights of current shareholders
to continue to hold an equity interest in the Company and participate in the Company’s growth. To provide you with a
better understanding of the Exchange Offer, we have provided information that will take you through the Exchange
Offer process.
Questions and Answers about the Exchange Offer
What is being offered under the Exchange Offer?
The Exchange Offer consists of an offer to exchange Common Stock for shares of a newly created Series B
Convertible Preferred Stock (the “Series B Preferred Stock”).
What rights will I have as a holder of Series B Convertible Preferred Stock?
The holders of each series of Preferred Stock shall have one vote for each full share of Common Stock into which a
share of such series would be convertible on the record date for the vote, or, if no such record date is established, at
the date such vote is taken or any written consent of stockholders is solicited; and the holders of Common Stock shall
have one vote per share of Common Stock held as of such date. In addition, you will have the right to convert the
Series B Preferred Stock in to Common Stock at a later time subject to certain conditions. Lastly, the Series B
Preferred Stock will receive the same dividends as the Common Stock, if and when declared by the Board of
Directors.
What are the terms and conditions of the conversion rights of the Series B Convertible Preferred Stock?
No conversion of Series B Preferred Stock to Common Stock can occur until after a holding period of three (3)
months of the date of the certificate. Thereafter, at your option, you may convert the Series B Preferred Stock into
Common Stock. For purposes of conversion, the value of each share of Series B Preferred Stock will be deemed to
be $1.00. The number of shares of Common Stock to be received upon a conversion will be based on the value of
the Common Stock at the time of conversion, less a 20% discount. That value will be based on the average closing
bid price of the Common Stock for each of the five (5) consecutive trading days immediately prior to the date of
conversion.
Illustrations of conversion rights:
(a) Assume you hold 1,000 shares of Series B Preferred Stock. Assume further that the market bid of the Common
Stock is $.50 per share. Because you have the right to purchase these shares at a 20% discount, your cost per
share on conversion is $.40. The number of shares of Common Stock which you can receive upon conversion will be
2,500 ($1,000 divided by $.40 per share).
(b) Assume you hold the same 1,000 shares of the Series B Preferred Stock. Assume further that the market bid of
the Common Stock is $0.05 per share. After your 20% discount, the number of shares of Common Stock which you
can receive upon conversion will be 25,000 ($1,000 divided by $0.04 per shares).
Will the Series B Preferred Stock be transferable or trade on a stock exchange or other public market?
No. The Preferred Stock will not trade on any stock exchange or other public market.
What do I have to do to accept the Exchange Offer?
In order to accept the Exchange Offer, you must tender no less than 1,000,000 shares of Common Stock to the
Company’s transfer agent, Manhattan Transfer Registrar Co. at 57 Eastwood Road, Miller Place, NY 17764 and the
certificate must be delivered on or before November 7, 2008.
How many shares of Series B Preferred Stock will I receive in the Exchange Offer?
You will receive one (1) share of the Series B Preferred Stock for each one thousand (1,000) shares of Common
Stock delivered for exchange.
What happens to my Common Stock if I do not choose to accept the Exchange Offer or if I do not deliver all
of my Common Stock for exchange?
Nothing. You will still own the Common Stock that you did not deliver for exchange.