Tuesday, November 02, 2010 2:51:11 PM
Statements from an Imperia private placement that were posted on this board June 2007:
On September 12, 2005, Imperia issued a note to Jay M. Doostan, in the principal amount of $270,000, secured by a pledge of stock of Imperia Entertainment, Inc. The company owes $150,000 on the note.
On March 17, 2006, Imperia issued a note in the principal amount of $640,000 to Kenneth Eade and Agata Gotova, in exchange for a $500,000 loan. The loan agreement provides for repayment of principal and interest, plus an 18.5% equity interest in “Say it in Russian.” The note and accrued interest are still outstanding.
On May 15, 2006, Imperia issued a note to Kenneth Eade in the sum of $28,000, for money lent, with interest thereon at the rate of 10% per annum. The note is still outstanding.
We have no liquidity or capital resources, and depend upon contributions from our principals and the sale of securities to continue in operation, which may affect our ability to operate continuously.
Sales of stock and our principal stockholders provide us with all of our operating capital on per week on an as-needed basis. We have no cash reserves and are completely dependent upon them to support our operations.
Our officers and directors have voting control over all matters submitted to a shareholder vote, which means that she, and not the investors, have control over all company matters.
Our sole director, Kenneth Eade, holds 500,010 preferred shares, with conversion and voting rights of 100,000-1, which gives him voting control over all matters submitted to a vote of the shareholders.
DIVIDEND POLICY
Imperia has never declared or paid cash dividends on its capital stock. Imperia currently intends to retain earnings, if any, to finance the growth and development of its business and does not anticipate paying any cash dividends in the foreseeable future.
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· 200 preferred shares are issued to a creditor as security for a loan, and these shares were not included in the dilution calculation.
EXECUTIVE COMPENSATION
Imperia pays approximately $175,000 per year for its Chairman/CEO
Preferred stock
Holders of Preferred stock are entitled to the rights conferred upon the stock by the directors. At present, there are 500,799 shares of Preferred stock outstanding, which confer voting rights of the equivalent of 100,000 shares to every one share of Preferred stock and the right to convert each share of Preferred stock to 100,000 shares of common stock.
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