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Karmasaur

06/10/11 4:29 PM

#46 RE: loanranger #45

i really just need you to evaluate a few lines in the proxy statement of ivoi and in a few lines of arsc's latest comments.


red flags abound i know.


I been in for a long long time


I just need to hear your take on a few sentences.

At the time of the merger, ARSC will have majority voting control of IVOI. It will be recapitalized and the name changed to Hydra Fuel Cell Corp., after which we will dividend the Hydra shares to ARSC's shareholders






1) Title of each class of securities to which transaction applies:
Class A Common Stock, no par value per share Series A Preferred Stock
2) Aggregate number of securities to which transaction applies:
153,500,000
(is this the total number shares that hydra will have, or just the stakeholders from the ARSC side?)3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
$.0001, the average high and low price as of June 1, 2011.
4) Proposed maximum aggregate value of transaction: $15,350
5) Total fee paid: $3.07



Hydra is a wholly owned subsidiary of American Security Resources Corporation. Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company. All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock. Based upon the present number of iVoice Class A Common Stock shares outstanding, 6,265,563,493 shares, the Hydra shareholders will hold 61.48% of the voting shares of iVoice. Based upon the present number of iVoice Class A Common Stock shares outstanding on the date hereof, 6,265,563,493 shares, the Hydra shareholders would (as opposed to "will hold?") hold 2.4% of the total outstanding Class A Common Stock shares should all of the iVoice Series A Preferred Stock be converted into Class A Common Stock shares.