No, why wouldn't TA know about it? Are you saying its diluted by 100 Million? Don't you think we wouldn't sustain our price level if that were true....
i really doubt it,,,that would be a major sec violation interms of the merger. Unless someone can show me solid "VERIFIALBLE" proof ...its just another basher's trick.
could be possible, its in black n white in the fhal-filings...as i cant short n hold no position, ive only glanced ALL THOSE debentures in fhal filings, but im sure every shareholder here has read them extensively...
NOTE 5 - CONVERTIBLE NOTES
The Company entered into a Securities Purchase Agreement with four accredited investors on November 18, 2005 and amended on December 14, 2005 for the sale of (i) $2,500,000 in secured convertible notes, and (ii) warrants to purchase 5,000,000 shares of our common stock. The four accredited investors subscribed for 11.9%, 32.6%, 54% and 1.5%, respectively, of the total offering. Each accredited investor purchased, or will purchase, such percentage of each closing under the Securities Purchase Agreement.
A prospectus relates to the resale of the common stock underlying these secured convertible notes and warrants. The investors are obligated to provide us with an aggregate of $2,500,000 as follows:
. $1,000,000 was disbursed on November 18, 2005;
. $750,000 was disbursed on December 23, 2005; and
. $750,000 will be disbursed within five days of the effectiveness of this registration statement.
Accordingly, we have received a total of $1,750,000 pursuant to the Securities Purchase Agreement, as amended. Pursuant to the Securities Purchase Agreement, as amended, we have issued 3,500,000 warrants to purchase shares of common stock and we are obligated to issue 1,500,000 additional warrants together with $750,000 in secured convertible notes. The Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of the Warrants to the Company, and upon (i) payment to the Company the Exercise Price for the Warrant Shares or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in the Warrant Agreement for the Warrant Shares being exercised.
THE FURIA ORGANIZATION, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 (UNAUDITED)
NOTE 5 - CONVERTIBLE NOTES -continued
As required by Emerging Issues Task Force Issue 98-05 "Accounting for Convertible Securities with Beneficial Conversion Features", the Company valued the beneficial conversion feature related to the $1,750,000 in outstanding debt at $1,431,818 which was treated as a loan discount and immediately amortized to interest expense.
Additionally, the 3,500,000 in warrants issued in connection with the $1,750,000 in outstanding debt was valued at $159,117 which as also treated as a loan discount and immediately amortized to interest expense.
The notes bear interest at 8%, mature three years from the date of issuance, and are convertible into our common stock, at the investors' option, at 55% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date.
We have a call option under the terms of the secured convertible notes. The call option provides us with the right to prepay all of the outstanding secured convertible notes at any time, provided we are not in default and our stock is trading at or below $.20 per share. Prepayment of the notes is to be made in cash equal to either (i) 125% of the outstanding principal and accrued interest for prepayments occurring within 30 days following the issue date of the secured convertible notes; (ii) 135% of the outstanding principal and accrued interest for prepayments occurring between 31 and 60 days following the issue date of the secured convertible notes; and (iii) 145% of the outstanding principal and accrued interest for prepayments occurring after the 60 th day following the issue date of the secured convertible notes.
Our right to repay the notes is exercisable on not less than ten trading days prior written notice to the holders of the secured convertible notes. Notwithstanding the notice of prepayment, the holders of the secured convertible notes have the right at all times to convert all or any portion of the secured convertible notes prior to payment of the prepayment amount.
We also have a partial call option under the terms of the secured convertible notes in any month in which the current price of our common stock is below $0.20. Under the terms of the partial call option, we have the right to pay the outstanding principal amount of the secured convertible notes plus one-month's interest for that month, which will stay any conversions of the secured convertible notes by the holders for that month. The principal amount of the secured convertible notes to be repaid is determined by dividing the then outstanding principal amount of the notes by the maturity of the notes in months, or 36, multiplied by 104%.
The full principal amounts of the secured convertible notes plus a 30% penalty are due upon default under the terms of secured convertible notes. In addition, we have granted the investors a security interest in substantially all of our assets and intellectual property and registration rights.
In connection with the Securities Purchase Agreement dated November 18, 2005, we granted the investors registration rights. Pursuant to the registration rights agreement, if we did not file the registration statement by December 18, 2005, or if we did not have the registration statement declared effective on or before March 16, 2006, we are obligated to pay liquidated damages in the amount of 2.0% per month of the face amount of the issued and outstanding secured convertible notes, which equals $35,000, until the registration statement is declared effective. At our option, these liquidated damages can be paid in cash or restricted shares of our common stock. If we decide to pay the liquidated damages in cash, we would be required to use our limited working capital and potentially raise additional funds. If we decide to pay the liquidated damages in shares of common stock, the number of shares issued would depend on our stock price at the time that payment is due. Assuming that we decide to pay liquidated damages for one month on April 17, 2006, the $35,000 (2.0% of the $1,750,000 of secured convertible notes outstanding on March 16, 2006), will result in the issuance of approximately 318,182 shares of common stock. As of the date hereof, the investors have not demanded payment of the liquidated damages and we have not determined if we will make such liquidated damages payments in cash, stock or a combination of both.
The Callable Secured Convertible Note agreement prohibits the Company, without prior written consent, from redeeming, repurchasing or otherwise acquiring any shares of its capital stock. As of December 31, 2005, the Company had opened a brokerage account in which it had acquired 1,962,000 shares of its common stock for a total consideration of $376,019. During the quarter ended March 31, 2006, the Company acquired 818,405 shares for a total consideration of $243,554.43 and transferred 1,650,000 shares valued at $313,500 for consulting services. At March 31, 2006 the balance of its common stock owned by the Company was 1,130,405 shares valued at $306,222.
The breach of this loan covenant triggers the default provisions of the loan agreement which make the loan immediately due plus a default penalty equal to 30% of the then outstanding loan plus any accrued and unpaid interest on the loan.
Due to this breach of the loan agreement, the loans are reclassified as current and a default penalty of $ 528,288 was accrued.
but why bother w/this...in plain english at the cvsu-website's legal disclaimer link, they spell it out in EMBROIDERED BOILERPLATE...every word on the site is not guaranteed by anything or any constituent!
News 
Market Data 
Discover 
