Replies to post #59340 on APT MotoVox Group Inc. (MTVX)

[diannedawn]

preferred "class B" Matt Schissler is the only holder and has 500,000 and conversion of 1 to 500 correct? Are those restricted and are there any more that can be issued?

These were convertible (yes, at 500 common for 1) 90 days after he received them, which was last July.
http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex42.htm
currently (as far as I know) "The number of shares of Series B Preferred Stock authorized shall be twenty million five hundred thousand (20,500,000) shares."
Irwin returned ALL of his B's and Schissler returned MOST of his. Whether the company will keep them authorized or reissue, I do not know.

The "class C" can be converted 1 for 100 common shares in 18 months right?

The C's are convertible at 500 common for 1, in 18 months
http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex41.htm
and "Series C Preferred Stock authorized shall be nineteen million seven hundred thirty eight thousand six hundred forty six (19,738,646) shares"
Your link http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9872023
is the share exchange agreement...
"As consideration for the sale of their APT Shares by the APT Shareholders to the Company, the Company shall issue to each APT Shareholder, a unit (an “ Exchange Unit ”) consisting of (a) shares of the Company’s Common Stock on the basis of 282.97 Exchange Shares for each APT Share sold by an APT Shareholder; (b) an equivalent number of shares of the Company’s Preferred Stock, which Preferred Stock shall be convertible after twelve (12) months by the holder thereof into shares of the Company’s Common Stock; and (c) one (1) share of the Company’s Series C Preferred Stock, which Series C Preferred Stock shall be convertible after eighteen (18) months by the holder thereof into shares of the Company’s Common Stock equal to one hundred percent (100%) of the number of shares of the Company’s Common Stock."
it means the APT shareholder received 1 "C" share for each APT share they had. Why they worded (b) different than (c) is beyond me.

The preferred "class E" are eligible for conversion in 12 months at a 1 to 500 right?

yes
http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex42.htm
and "Series E Preferred Stock authorized shall be twenty two million one hundred fifty five thousand seven hundred twenty nine (22,155,729) shares"

Now what about the preferred "class A"? There are 9,118,108 authorized. From what I read none are issued yet but do they really have a conversion rate of 1 class A to 9,118,108 of common shares

None are issued...these were created for Tangiers, they have/had? the right to convert the commons they got to series A, on a 1 for 1 basis
"(a) Each outstanding share of Series A Preferred Stock shall be convertible into one (1) share of Common Stock" http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex41.htm

Here is their right to convert...
"OPTION TO CONVERT COMMON STOCK INTO PREFERRED STOCK AT FUTURE DATE"
"1.The Company hereby undertakes to in due course create a class of Series A Convertible Preferred Stock (the “Preferred”), by appropriate amendment of its Articles of Incorporation.

2.The Preferred shall be convertible into Common Stock on a 1 for 1 basis, have a liquidation preference of $0.0055 per Preferred Share, and shall vote equally with Common shares on a 1 for 1 basis on all matters brought before shareholders, including the election of Directors.

3. Once said Preferred Class is established, thereafter at any time or from time to time over a five year term beginning on this date, the parties agree that Tangiers at its option shall have the right to exchange all or any part of the Common Shares issued to Tangiers by the Company pursuant to the attached Stock Purchase Agreement, for shares of the aforesaid Series A Convertible Preferred Stock, on a 1 for 1 basis."

http://www.sec.gov/Archives/edgar/data/1486526/000135448813001964/froz_ex1016.htm

It would be nice if APT would explain to their SHAREHOLDERS what exactly happened in regards to Tangiers' anti-dilution clauses.
http://www.sec.gov/Archives/edgar/data/1486526/000135448813001964/froz_ex1015.htm
"As additional consideration to Tangiers for entering into this transaction, for a period of five years from this date, if and/or when the Company issues additional shares of its capital stock to any other party during said term, as additional shares are so issued by the Company, the Company hereby agrees to concurrently issue to Tangiers without further consideration beyond the $50,000 cash payment paid by Tangiers pursuant to the terms of this Agreement, additional shares of the Company’s restricted Common Stock in sufficient number such that in the aggregate, when the shares issued under this Agreement to Tangiers initially and the shares issued to Tangiers subsequently pursuant to this provision are combined, equal in the aggregate at least 7½% of the Company’s Common Stock, calculated after all such issuances"

http://www.sec.gov/Archives/edgar/data/1486526/000135448813001964/froz_ex1017.htm
"As additional consideration to Tangiers for entering into this transaction, for a period of five years from this date, if and/or when the Company issues additional shares of its capital stock to any other party during said term, as additional shares are so issued by the Company, the Company hereby agrees to concurrently issue to Tangiers without further consideration beyond the $75,000 cash payment paid by Tangiers pursuant to the terms of this Agreement, additional shares of the Company’s restricted Common Stock in sufficient number such that in the aggregate, when the shares issued under this Agreement to Tangiers initially and the shares issued to Tangiers subsequently pursuant to this provision are combined, equal in the aggregate at least 2% of the Company’s Common Stock, calculated after all such issuances."