since you are spending your time here helping us, being the absolute selfless person that you are....
lets go over this..
Whats the embolden text out of the 8k say?
From Item 8.01 Other Events
On June 24, 2009, Artfest entered into a financing arrangement with Sunny Isles Venture, LLC (the “Investor”). Pursuant to the terms of an Investment Agreement, the Investor has agreed to purchase from Artfest 12% Convertible Preferred Stock from time to time in traunches of a minimum of fifty thousand ($50,000) dollars and a maximum of two hundred thousand ($200,000) dollars up to an aggregate of five million ($5,000,000) dollars. Artfest may, in its sole discretion, deliver a put notice to the Investor which states the dollar amount which Artfest intends to sell to the Investor. The Investor’s obligation to purchase the Convertible Preferred Stock is subject to certain conditions, including, but not limited to, a minimum bid price sufficient authorized shares and minimum average trading volume of Artfest’s Common Stock.
From EXHIBIT A
Series A 12% Convertible Preferred Shares of Artfest International, Inc.
The Corporation’s Board of Directors created a new series of stock to be known as Series A Convertible Preferred Stock consisting of 500,000 shares “Series A Convertible Preferred Stock” having the preferences, limitations and relative rights set forth below:
(1) Designation and Rank. The series shall be designated the "Series A Convertible Preferred Stock" ("Series A Convertible Preferred") and shall consist of 500,000 shares. The Series A Convertible Preferred and any other series of Preferred Stock authorized by the Board of Directors of this Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The Series A Convertible Preferred shall be senior to the common stock.
(2) Conversion into Common Stock.
(a) Right to Convert. Each share of Series A Convertible Preferred shall be convertible, at the option of the holder thereof, at any time after six (6) months from the date of issuance (the "Conversion Date") into a number of fully paid and non-assessable shares of Common Stock based upon the price per share of the Common stock, determined based on the average of the Corporation’s common stock for each of the ten (10) consecutive trading days immediately prior to the date the holder gives notice to the Corporation of their intent to convert Series A Convertible Preferred, less a discount of twenty percent (20%) (the "Conversion Ratio"). Notwithstanding the above calculation, the value of the Common Shares shall not be below $0.001 per share (the “Floor Price”) for purposes of Conversion.
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