Replies to post #2511 on Generation Zero Group Inc. (fka GNZR)

[vanbasten]

outstanding shares are 126K not 11,8M

[RonnieD]

Page 7:

If the remaining approximately $11,764 of principal was converted into shares of the Company’s common stock, such Promissory Note would convert into 11,764,000 shares of common stock, however, as described above, both Seven Palm and Cascata have agreed that neither of them will ever convert an amount of the Note such that after such conversion either party would own in excess of 4.99% of the Company’s then outstanding common stock, so converting the Note can never be used to effect a change of control by Cascata or Seven Palm.

if both converted to 4.99% each, that's only a 9.98% dilution rate combined, added to 126,205 shares it's 138,800 total o/s.

Page 12 suggests the 4.99% limit may be for both combined already, as the total note is owned 50% by each.
If that is the case, total diluted o/s would only be 132,502.
If the remaining approximately $11,764 of principal was converted into shares of the Company’s common stock, such Promissory Note would convert into 11,764,000 shares of common stock, however, each of Seven Palms and Cascata has agreed not to convert their respective interests in the Note into a number of common shares that would result in them owning more than 4.99% of the issued and outstanding common stock of the Company.

http://www.sec.gov/Archives/edgar/data/1390072/000143209310000225/generation10k123109.htm

[zenvesting]

Potse, I'm not extremely pleased with these new terms either, but they're much more reasonable than the original Promisory Note terms. There's a percentage ownership limit of 4.99% on both the note holders, so they'll never be able to convert the note to more than 9.98% of the equity in the company.....and with 100M authorized shares....will never convert to more than 10M.

from page #27:
The table above does not include any shares of common stock issuable in connection with the conversion of the outstanding Promissory Note in the amount of $11,764, which is 50% owned by Cascata Equity Management, Inc. (“ Cascata ”) and 50% owned by Seven Palm Investments, LLC. (“ Seven Palm ”). Pursuant to the terms of the Promissory Note, which is convertible into shares of the Company’s common stock at a conversion price of $0.001 per share. If the remaining approximately $11,764 of principal was converted into shares of the Company’s common stock, such Promissory Note would convert into 11,764,000 shares of common stock. However, each holder has agreed that they will not be able to convert their note into a number of common shares that would result in them owning more than 4.99% of the issued and outstanding common stock of the Company.