Replies to post #21409 on Organic Plant Health, Inc. (fka OPHI)

[aries4747]

bankshot, I noticed same as you about Preferred, including Sperber's shares. Only thing I'd add to your excellent post is this tidbit from the filing:

Adjustment to Conversion Ratio.
(i) Merger or Reorganization. In case of any consolidation or merger of the Corporation as a result of which holder of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Convertible Preferred Stock at least thirty (30) days prior to the consummation of such event a notice thereof, and each such holder shall have the option to either (i) convert such holder’s shares of Convertible Preferred Stock into shares of Common Stock pursuant to this Section 3 and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Convertible Preferred Stock would have been entitled upon such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 1 (a). Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall not be affected by a stock dividend or subdivision (stock split) on the Common Stock of the Corporation, or a stock combination (reverse stock split) or stock consolidation by reclassification of the Common Stock. However, once the Convertible Preferred Stock has been converted to Common Stock, it shall be subject to all corporate actions that affect or modify the common stock.

[molee]

~ Hello , bankshot ..

Thank you for the detailed and thoughtful response .

1) Do you think sperber's 60k preferred are restricted , still ?

2) Key is going to be how new owners "handle" their preferred shares .
We'll have to wait and see , I guess . Fingers crossed .. LOL .

#) Need to continue DD on new owners .

Thanks again for your response , and good luck with your trading :-) Molee

[ancientacid]

Interesting points you bring up bankshot, thanks for sharing. It's pretty obvious Brian has been real dirty here, just hope these new developments can make us wash away the past (hopefully) and set a new era with AMSZ soon enough.

Will be interesting to hear from the new management in public, and what direction/expansions they may want to achieve this year.

[The Rainmaker]

Oh I see what they did now. First they will wipe out almost all the commons reverse splitting them down to 2.9 million. All their stock is in preferred shares which don't get reverse split. So after the split all that is left is 2.9 million shares held by all of you.

Then what do you know... they have preferred shares they can convert into 160 million new shares. So shell holders like you guys end up with 2.9 million shares out of 162.9 million shares. They left shareholders with 1.5% of the new company and gave themselves 98.5 of the merged company.

Just some observations:

(1) BS, sperber, somehow, apparently, managed to hang onto 60,000 preferred shares. They can convert to 600,000 common shares. He'll wait until after the reverse split to convert, obviously, in my opinion, as the preferred shares will not be split.

(2) The remaining 15,940,000 preferred shares can convert to ~160M common shares

[Pan]

really appreciate this post....

thanks for posting it....

guys who sell their companys in reverse mergers always like to keep a large piece of the pie for themselves for sure...

I wonder if the new guys know what the old guys are like...

thanks again for your post...