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ratso1

10/04/07 1:27 AM

#67900 RE: PayDirt! #67899

Control and power is what he gets.

Those preferreds represent a voting quorum. According to the bylaws, a quorum is 50% of the 1 share = 1 vote base. Assuming all 11B shares are now issued, then the quorum would be 5.5B shares. With a voting ratio of 30,000,000:1, it would only take 184 Preferred Class B shares to call a special meeting and conduct business items such as the following:

Merger or reorganization of the corporation.
Amendment to the Articles of Incorporation.
Amendment of the Bylaws.
Sale or transfer of all or substantially all of the corporation's assets.
Issuance of certain securities.
Adoption of certain stock option plans.
Dissolution or winding up of the Corporation.

In any of those business decisions, which would normally be decided by the common shareholder, you now have no say. You can hope that whatever those two do (Garr and "Mr. Minaco") is in your best interest, but it may, in fact, be adverse. You are just along for the ride.
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kzivann

10/04/07 7:08 AM

#67907 RE: PayDirt! #67899

advantage Garr, if it is only 2000 preferred shares? Garr (and other upper management) are only being paid with restricted common shares. R/S becomes necessary. Garr loses as has been said here many times just as we do. but wait Garr has 2000 preferred shares with 80 billion voting rights. R/S say 400-1 means the voting rights are reduced not the number of preferred. sooo....recognizing the hard work and leadership the company votes that Garr and associates should not suffer the huge loss. they have only been paid in retricted stock but they desire some consideration. we vote a large pay incease in restricted stock which equal what they have lost. note: THESE ARE SUPERVOTING PREFERRED not normal preferred which have no voting rights. WHO CONTROLS THE VOTE? Garr with 80 billion voting rights plus restricted common or retail shareholders with 6 or 8 billion?
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mhallb

10/04/07 7:59 AM

#67910 RE: PayDirt! #67899

My only concern is that if they were convertible. Each share could be traded in for a predetermined number of common shares.

"Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date."

However the writeup when they were issued states this,
"Importantly, while these shares carry multiple votes, they do not carry any additional financial advantages in the case of distributions to shareholders, such as cash dividends" which leads us to believe they aren't convertible.

Notice again the vagueness and they didn't mention what type preferred shares they were. Only that they wouldn't have dividend advantages.