RonnieD...I still expect conversions to occur.....
"consider.. this deal was prior to the merger.. Capersia's 1 million shares are now 10,000 shares.. this note was from the days when Frank didn't want to pay the money on the note. Now that the co is different and they have already paid 175k to own it, let's say Krieg et al. have the money to pay the note.. Cascata and Seven Palms would have to demand repayment of the note before they could convert. As it was, Capersia had a year and a day prior to conversion to alert the company (under its former owner).. looking at the wording I think it's possible that the noteholders must demand repayment in cash of the note before they can resort to share conversion."
Two points....
1) For reasons I am unsure of, Krieg chose not to pay off the $12k note at the time he purchased the shell.
2) This week, instead of just simply paying off that $12k note in cash Krieg went through the time/expense of modifying the note terms to include a percentage ownership limit clause.
Those two points above strongly suggest to me that for whatever reasons Krieg wants to keep the note active, instead of just getting rid of it. And that strongly suggests to me that he is planning on having the note holders convert at least some of the debt into shares at some point. If Krieg is planning on paying off the note in cash, there would seem to be little need for a percentage ownership limit clause.
Otherwise, it would seem completely pointless to have this note hanging around the company's neck, when he could have a mostly debt free and clean shell on his hands if he just simply paid the note off now.
Regarding the conversion language: As I read/interpret it, I think the note holders simply have to give the mandatory year and one day advance notice, and at any time prior to the repayment the note holders can request repayment in the form of shares (from the 2008 10-K)......
On June 1, 2007, we issued Capersia Pte. Ltd. (“Capersia”), a shareholder of the Company, an $8,000 Promissory Note to evidence an $8,000 loan we received from Capersia (the “Note”). The Note has an effective date of June 13, 2007, and bears interest at the rate of 6% per annum until paid in full. The Note is payable on demand with one year and one day prior written notice, and any amounts not paid when due accrue interest at the rate of 15% per annum. (We have not been supplied such notice.) Capersia has the right; at any time prior to the date such Note is repaid, to convert any or all of the outstanding principal amount of the Note into shares of the Company’s common stock at a conversion price of $0.10 per share. If converted in full, the $8,000 Note (not including any accrued and unpaid interest) would convert into 80,000 shares of our common stock. Other terms apply.
