In April 2009, the Company entered into a Debt Restructure and Equity Reorganization Comprehensive Agreement ("Debt Restructure") with Green Shield Management Company ("Green Shield"), and ES Horizon, Inc. ("ES Horizon").
In March 2009, Green Shield purchased $1.25 million of senior debt with a due date of November 2010, from the Creditor Parties. As part of the Debt Restructure, Green Shield agreed to convert $750,000 of the senior debt into 750 shares of the Company's newly designated series J Preferred Stock (see Note 3).
The Debt Restructure also required the Company to authorize and issue a super-majority voting Series K Preferred Stock. Additionally, Green Shield has agreed to sell $500,000 of senior debt to ES Horizon. As part of the transaction, ES Horizon converted $500,000 of senior debt into 500 shares of Series K Preferred Stock (see Note 3).
ES Horizon is a Nevada corporation, of which the Company's President and Chief Executive Officer, Philip Verges, is a 99% owner. Green Shield is not an affiliate, as defined in Rule 144 under the Securities Act of 1933, of either ES Horizon or of the Company.
(Also ref found in 2nd paragraph on page 10 of same 10-Q)
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