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Re: prsch3259 post# 7197

Friday, 08/27/2010 3:50:59 PM

Friday, August 27, 2010 3:50:59 PM

Post# of 8348
This is not from me, Credit is to RT... Heard some of the same from others.



I am not sure if I understand everything, but my take is this.

From the financials:

We have 500,000 O/S of Series A stock. There is 250,000 outstanding and they are convertible at a 2:1 ratio. This would beconvertible for a total of 500,000 common stock

We have 30,000,000 O/S of Series B stock. There is 10,000,000 outstanding and they are convertible at a ratio of 1000:1 ratio. This would be convertible to a total of 10,000,000,000. Clearly provides an overhang if another 10 billion shares came to light.

Quoted from the financials:

"No public float as preferred shares are non-trading. One shareholder of record as of June 30 2010".

So we know only one person holds those shares that can be converted and later on this is in the financials (all cut and pasted from the financials):

"Number and class of the issuer’s securities beneficially owned by each such person.
The following set forth all direct and beneficial stock ownership for the officers and directors:
Recipients: Nancy Fisher 2,000,000 Series B, 125,000 Series A Restricted Preferred shares
10,000,000 Common shares"

So Nancy Fisher is the one owner of the shares.

To convert these shares full board approval in necessary.

Two questions then come to mind:

1. Would the Fishers want to do this conversion?
2. Would the board want this conversion?

Both have to scenarios have to be executed for the conversion to happen.

So if they did this they would have to do this knowing it could possibly kill the company because at that point they must realize that a good chunk of people would jump ship, and there would be a lack of buyers. I think that would make the conversion not worthwhile if you thought BEHL was to succeed.. I think the Fisher's could be better off with BEHL as a functioning business and not seen as some pink sheet share selling scam. I say that because usually the dreaded R/S causes a subsequent share price drop and there for the converted shares are worth less.

I am not saying the shares are worthless because they are still worth a good chunk of change. I think that has to be weighed against what BEHL could potentially bring earn. That is what the Fishers have to decide and then hope the board agrees.

Does that scenario sound likely or do you think Dennis is trying to build a real business? If he is going for a real, revenue producing business the fishers probably won't even ask for the conversion. I don't see the fishers even asking for the conversion.

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