Preferred shares. Had to go back to the 2009 Annual report to get info on the preferred shares. Appears they do not convert into common, their purpose is for voting. It says 2.5M preferred were issued to Calvin Ross and 2.5M to Giovanni Luciano on 2/26/2009. But it also says there were 5M preferred issued as of the end of 2008. At no time has there been more than 5M preferred issued. Could be there was a typo and the Preferreds were issued 2/26/2008 not 2009, or they just changed hands as other management left. At one time Luciano was CEO, Calvin became CEO in Dec 2008.
Can we assume with the new management coming in, and Calvin taking on a non-managment roll, that what appears to be complete control in the voting rights from the Preferreds has been changed?
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=32826 Voting rights: the Series A Preferred rate at the time of any particular vote, is the total number of shares of common and Series A Preferred outstanding (including any shares that could be outstanding is convertible notes, options, warrants or subscription agreements are exercised) times the number of shares of Series A preferred outstanding at time of the vote.
There are no dividends, conversion and liquidation rights as well as no redemption or sinking fund provisions attached to the preferred stock.
On February 26, 2009 the Company issued 5,000,000 (Five Million) Series A Preferred Shares 2,500,000 (Two Million Five Hundred Thousand) Series A Preferred Shares were issued to Mr. Giovanni Luciano for salary compensation and consideration of monies paid in the way of start up costs. 2,500,000 (Two Million Five Hundred Thousand) Series A Preferred Shares were issued to Mr. Calvin Ross for salary compensation and consideration of monies paid in the way of start up costs.
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