First American Scientific Corp. (fka FASC)

[Jagman]

OT: Finding all the info in filings. I found a stock that was selling for only 40 cents, had been delisted to the OTC for not meeting pps requirements. When I looked at the fundamentals, I thought I found a real winner! About breakeven on bottom line, but that looked like it could change to the positive! Look at the numbers! Looked like a sleeper to me, an undiscovered stock!

8 million OS
6 million float
44 Million revs
$18 million gross profit
$5.64 rev/share
Low debt

Then I checked the filing and found that most of the gross profit was going to a select few (management and family?) via preferred shares. The pps was now explained, the revs were not being used to grow the company. All was being raked off, the common shareholder was being screwed.


The Company has 12,625 shares of Preferred Series B Convertible stock outstanding at December 31, 2004 and 2003. The Preferred Series B Convertible stock provided for a $16 per share annual dividend, payable quarterly and increasing to $18 per share on February 27, 2004 and to $20 per share on February 27, 2005. The holder of the Preferred Series B Convertible stock has the right, at its option, to convert the 12,625 preferred shares to 721,427 common shares. The Company has the right to redeem the Preferred Series B Convertible stock in full at 100% of the face value plus accrued and unpaid dividends. The Preferred Series B Convertible stock contains certain financial covenants.

The Company has 40,000 shares of Preferred Series C Convertible stock outstanding at December 31, 2004 and 2003. The Preferred Series C Convertible stock provides for a $10 per share annual dividend, payable quarterly. The annual dividend increases to $20 per share beginning April 1, 2007. The holder of the Preferred Series C Convertible stock has the right, at its option, to convert the 40,000 preferred shares to 1,454,545 common shares, subject to adjustment. The Company has the right to redeem all or a portion of the then outstanding Preferred Series C Convertible stock at any time for 100% of the face value plus accrued and unpaid dividends.