Replies to post #59348 on APT MotoVox Group Inc. (MTVX)

[frosr6]

Isn't the C series preferred 1 for 100? Or am i not reading this right?

(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.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9872023

[Kool Aid Man]

Uhhhhhhh... lemme get this straight

APT/FROZ has a total of 20 billion authorized common shares.

BUT...

The T/A is required to keep an ADDITIONAL 21.2 billion available to satisfy the future conversion needs of Class C shareholders alone?

?????????????

If true then how does this get fixed?

Quote:Would getting rid of, say, 10 billion help things?

Of course it would...
But how are they going to reduce the A/S when the terms of the convertible preferreds say
" (d) The Corporation covenants that it will at all times instruct its Transfer Agent to reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series C Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series C Preferred Stock, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Section IV hereof) upon the conversion of all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable."

http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex41.htm
All of the designation statements say the very same thing...
http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex41.htm
http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex42.htm
http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex42.htm

they have authorized and issued 19,738,646 Class C Preferred Shares and 22,155,729 Class E shares.... all convertible at 500 for 1

+ Shyster Schissler has 500,000 Series B ...also convertible at 500 for 1

42,394,375 x 500 = 21,197,187,500 common shares...
Hhmmm.... HOW are they even in compliance with the terms that state they need to keep common shares available for possible conversion???

[Kool Aid Man]

What-if "Legacy investors and employees" took a haircut of shares in the short run?

As you pointed out, the Class C convertible crowd alone represents the addition of more potential common shares than the 20 billion total currently authorized---21.2 BILLION (41.2 total)!!!

Sure management and employees deserve to be compensated.. but aren't they all currently being paid "salaries" at the moment??? (If not, then that's a huge problem!) And how are "Legacy Investors" any more worthy of compensation than a retail investor who bought in at .02 only to have the rug jerked from under them?

I'm not bashing... just asking why. Imo those players might consider putting off feathering their own hats until this stock proves it's a winner. Management can always reward itself and others any time they like. To authorize the equivalent of 21.2 to management, employees, and other insiders before their company even has it's own ticker symbol seems a bit.... (you name it)

KAM-- in at .01, out at .008

[Kool Aid Man]Uhhhhhhh... lemme get this straight

APT/FROZ has a total of 20 billion authorized common shares.

BUT...

The T/A is required to keep an ADDITIONAL 21.2 billion available to satisfy the future conversion needs of Class C shareholders alone?

?????????????

If true then how does this get fixed?

[Diannedawn] Quote: Quote:Would getting rid of, say, 10 billion help things?

Of course it would...
But how are they going to reduce the A/S when the terms of the convertible preferreds say
"(d) The Corporation covenants that it will at all times instruct its Transfer Agent to reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series C Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series C Preferred Stock, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Section IV hereof) upon the conversion of all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable."

http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex41.htm
All of the designation statements say the very same thing...
http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex41.htm
http://www.sec.gov/Archives/edgar/data/1486526/000135448813003911/froz_ex42.htm
http://www.sec.gov/Archives/edgar/data/1486526/000135448814002399/froz_ex42.htm

they have authorized and issued 19,738,646 Class C Preferred Shares and 22,155,729 Class E shares.... all convertible at 500 for 1

+ Shyster Schissler has 500,000 Series B ...also convertible at 500 for 1

42,394,375 x 500 = 21,197,187,500 common shares...
Hhmmm.... HOW are they even in compliance with the terms that state they need to keep common shares available for possible conversion???