Replies to post #213987 on Andiamo Corp. (ANDI)

[buccaneer1961]

I thought it was 2000 to one??

[nodummy]

Here read the last Annual report

https://backend.otcmarkets.com/otcapi/company/financial-report/182310/content

It explains that the Series A preferred stock is the control stock. It has super Voting rights over all other classes of stock

If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time,regardless of their number, shall have voting rights equal to four times the sum of:i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of voting.

Series B preferred stock converts into 2000 commons each. So even with 30,343,950,000 common shares Dustin Secor wouldn't be a control person.

But the Series B preferred stock has restrictions about how much can be converted at one time so Dustin Secor would never own enough common stock at one time to be an affiliate anyways.


I think you are confusing control person (which is the person with voting control over the Issuer) with beneficial owner (somebody that owns more than 10% of any single class of stock) or affiliate.

[whynot3]

CONVERSION AND ANTI-DILUTION.
(a) Each share of Series B Preferred Stock may be convertible, at any time by the respective holder, into the number of shares of the Corporation's common stock, par value $0.00001 per share (the "Common Stock"), equal to the price of the Series B Preferred Stock as stated in 2.6 of this Certificate of Designations, divided by one hundred times the par value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). For example, assuming a $2 price per share of Series B Preferred Stock, and a par value of $0.00001 per share for Common Stock, each share of Series B Preferred Stock would be convertible into 2,000 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the "Conversion Date") following the receipt by the Corporation of written notice from the holder of the Series B Preferred Stock of the holder's intention to convert the shares of Series B Stock, together with the holder's stock certificate or certificates evidencing the Series B Preferred Stock to be converted.