little background on the preffered stock
(b) Holders of Common Stock and Preferred Stock
As of April 9, 2008, there were 107,154,692 outstanding shares of common stock.
As of the date of this filing, there were approximately 26 holders of record of shares of the 63,562 outstanding shares of Abviva’s Class A Convertible Preferred Stock (“Class A Stock”), which is convertible into Common Stock on a one for one basis. During 2003, 1000 Class A Convertible Preferred Shares were converted into the same number of additional shares of Abviva’s Common Stock. No transactions with respect to the Class A Convertible Preferred Shares occurred in 2006.
All of the Class A Stock is restricted as to retransfer. There is no liquid market for the securities, nor is one expected to develop. In certain events relating to liquidation, dissolution, consolidation or winding up of Abviva, holders of the Class A Stock are entitled to receive an amount equal to the original purchase price per share for the Class A Stock plus an amount equal to all declared but unpaid dividends thereon (the “Preference Amount”). After the full liquidation preference on all outstanding shares of the Class A Stock has been paid, any remaining funds and assets of Abviva legally available for distribution to shareholders are distributed pro rata among the holders of the Class A Stock and the Common Stock on an “as-if-converted” basis. If Abviva has insufficient assets to permit payment of the Preference Amount in full to all the Class A Stock shareholders, then the holders of the Class A Stock will receive lesser payments in proportion to the Preference Amount each such holder would otherwise be entitled to receive, without any distribution to the holders of the Common Stock.
Abviva has rights to redeem all of the outstanding Class A Stock at any time. The redemption price is 110% of the initial purchase price of the Class A Stock plus all declared but unpaid dividends. Abviva has no plans to redeem any Class A Stock as of the time of this filing.
The holders of the Class A Stock have the right to convert their Class A Stock into shares of Common Stock at any time. The Conversion Rate is one share of Class A Stock for one share of Common Stock. The holders and the Class A Stock also have information rights, demand and piggy-back registration rights, which ensure such holders that, under certain circumstances, Abviva will be forced to register the underlying Common Stock for resale by the holders. All rights incident to a share of Class A Stock will terminate automatically upon any conversion of such share into Common Stock.
We also have 400 shares of Series C Convertible Preferred Stock authorized of which 170 shares of Series C Convertible Preferred Stock issued and outstanding as of December 31, 2007. Each share of Series C Stock shall be converted into a number of shares of Common Stock that equals one-tenth of a percent (0.1%) of the Company’s outstanding common stock immediately following the Conversion.
The Series C Stock shall have voting rights and voting will be on an as converted basis, with class votes for the election of directors, any transaction in which control of the Company is transferred in which the per share price consideration received by Purchaser is less than $50,000,000, the sale of the Company of all or substantially all of its assets, liquidation or winding up of the Company and any amendment to the Company’s by-laws or articles of incorporation in a manner adverse to Series C Stock.
--------------------------------------------------------------------------------
In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to the Company’s common stock (the “Common Stock”) whereby Series C Stock shall get $12,500 per share prior to any distribution to common shareholders. Once Series C Stock has received its $12,500 then Series C Stock shall participate, on a pro rata basis, based on the number of shares of the Company’s common stock (the “Common Stock”) into which the Series C Stock are convertible at the time of the liquidation, distribution of assets, dissolution or winding-up.
Market Data 
Markets 
