InvestorsHub Logo

belgiumsui

07/02/14 3:54 PM

#115538 RE: belgiumsui #115537


NOTE 4 - STOCKHOLDERS’ EQUITY

On July 12, 2013, the Company established a new capital structure, in accordance with the Plan of Reorganization.

Accordingly, 100,000,000,000 shares of $0.000001 par value common stock were authorized. The Company exchanged the 100,000,000 outstanding shares held by the pre-bankruptcy petition stockholders for 100,000,000 $0.000001 par value shares in the reorganized Company. The Company also issued 300,000,000 of the authorized shares to the unsecured creditors of the Company subsequent to the filing bankruptcy. The 400,000,000 aggregate shares issued were outstanding at the time of filing bankruptcy. The 400,000,000 aggregate shares issued were outstanding at March 31, 2014.

In addition, the Company authorized 5,000,000,000 shares of $0.000001 par value Convertible Preferred stock. 4,600,000,000 of these shares were issued to the Company’s secured creditors in exchange for the Convertible Notes that were previously issued to them in May 2011. The 4,600,000,000 shares issued were outstanding as of March 31, 2014. Each share of Convertible Preferred stock is convertible into one share of common stock.

As of March 31, 2014, 4,600,000,000 shares of the Series A Preferred Stock were issued and outstanding, and are held of record by two holders. The holders of the Series A Preferred Stock each have the right at any time, at the holder’s option, to convert any or all of his shares of Series A Preferred Stock into such number of fully paid and non-assessable shares of common stock to the extent that such conversion would not result in beneficial ownership by the holder of more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). Subject to the Beneficial Ownership Cap, the holders of the Series A Preferred Stock are entitled to vote on an as-converted basis together with the holders of our common stock as a class on all matters submitted to a vote of our stockholders. Holders of the Series A Preferred Stock do not have cumulative voting rights. On an as-converted basis, the holders are entitled to any dividends that may be declared on our common stock by our board of directors without regard to the Beneficial Ownership Cap. Upon our dissolution, liquidation or winding up, after payment or provision for all liabilities and any preferential liquidation rights of any shares of a more senior class of our preferred stock that we may issue in the future, the holders of the Series A Preferred Stock shall have priority with respect to the distribution of our net assets over the holders of our common stock. All outstanding shares of the Series A Preferred Stock are fully paid and non-assessable. From July 12, 2013 through July 12, 2014, each Holder of the Series A Preferred Stock is prohibited from selling or otherwise transferring more than 2.5% of our outstanding common stock, calculated on a fully diluted basis, per 90-day period.

Reaves

07/02/14 3:58 PM

#115539 RE: belgiumsui #115537

Agreed. Gildea and Schecter together own close to a third of the O/S.

Bring in Giordano and that number is 50%.

Bring in Google and it's 75%.

I would guess that there's some decent incentive to get the price to ma little bit above .001.

I don't understand what the 100B A/S is all about though. That's just stupid.

Altogether, though, there may be some hope for those of you that have been stuck in this all this time. I'm still undecided whether I'd want to jump in or not.