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coastiretired

06/19/14 3:17 AM

#153490 RE: insighter #153489

Have you read the Share Exchange Agreement of June 3rd? How much more clarity and transparency on the share structure do you expect the company to provide? How do you consider doing the basic math with their numbers as "misleading?" Your estimate of 20% ownership is based on what?. . .your gut feeling?

Capital Structure. The authorized capital stock of the Parent consists of Three Hundred Million (300,000,000) shares of common stock, par value $0.0001 per share, and One Hundred Million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which (i) 3,920,709 shares of common stock are issued and outstanding (before giving effect to the issuances to be made at Closing), (ii) Five Hundred and Ninety Five Thousand (595,000) shares of preferred stock are designated as Series A Convertible Preferred Stock, of which Five Hundred and Ninety Five Thousand (595,000) are issued and outstanding, (iii) Three Hundred Twenty-Four Thousand Six Hundred Seventy One (324,671) shares of preferred stock are designated as Series B Convertible Preferred Stock, of which Three Hundred Twenty-Four Thousand Six Hundred Seventy One (324,671) are issued and outstanding, (iv) One Hundred Fifty-Six Thousand Two Hundred Thirty-One (156,231) shares of preferred stock are designated as Series B-1 Convertible Preferred Stock, of which One Hundred Fifty-Six Thousand Two Hundred Thirty-One (156,231) are issued and outstanding; (v) Three Hundred and Fifty-Five Thousand (355,000) shares of preferred stock are designated as Series C Convertible Preferred Stock, of which 355,000 are issued and outstanding"

"Giving effect to (i) the closing of the Share Exchange and (ii) the closing of the Private Placement, there were approximately 11,970,709 shares of Common Stock issued and outstanding, 36,050,000 shares of Series D Preferred Stock outstanding and 2,700,000 shares of Series E Preferred Stock outstanding."
http://www.sec.gov/Archives/edgar/data/1178727/000101376214000657/form8k.htm

"The Series A Preferred is convertible into such number of shares of the Company’s common stock (“Common Stock”) equal to such number of shares of Series A Preferred being converted multiplied by 100"

"Each share of Series C Preferred Stock is convertible, at the option of the holder, at any time into one hundred (100) shares of the Company’s common stock"
http://www.sec.gov/Archives/edgar/data/1178727/000101376214000479/form8k.htm
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runandadd

06/19/14 8:58 AM

#153492 RE: insighter #153489

I understand how he got to his 5%. What is misleading? If his total outstanding share price is wrong, what is the total?

I very curious, only because you said it was "misleading" and "what planet"