Purpose of Transaction
The purpose of the transaction described above was for investment purposes.
Depending on market conditions and other factors, Mr. Klok or Opiuchus Holdings, Inc. may acquire additional shares of the Issuer's common stock or preferred stock as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Mr. Klok also reserves the right to dispose of some or all of the Shares in the open market, in privately negotiated transactions to third parties or otherwise.
As the principal shareholder of the Company and a holder of a majority of its voting shares, Mr. Klok may elect additional members of the board of directors or seek the removal of other directors. Additionally, Mr. Klok may also pursue or consent to any of the following: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's Articles of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5. Interests in Securities of the Issuer
1. As of March 5, 2010, the aggregate number and percentage of shares of preferred stock of the Issuer beneficially owned by Opiuchus Holding and Mr. Klok is 14,000,000 Preferred Shares,
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which consists of all Preferred Shares outstanding. In the event of conversion into shares of common stock, Mr. Klok will beneficially own 56,000,000 shares of common stock of the Issuer or 52.01% of the total issued and outstanding shares of common stock of the Issuer on an as-converted basis. In the event of such conversion, there would be 107,680,000 shares of common stock outstanding.
2. Opiuchus Holdings and Mr. Klok has the power to vote, or direct the vote, and dispose of, or direct the disposition of, 56,000,000 shares of common stock upon conversion of his Preferred Shares, which represents approximately 52.01% of the outstanding shares of common stock on an as-converted basis as of March 5, 2010.
3. Neither Opiuchus nor Mr. Klok has effected any other transaction in the shares of common or preferred stock of the Issuer in the past sixty days, except has been described in this disclosure form.
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