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Sola Fide

01/28/12 6:54 PM

#50886 RE: davidam #50883

It would definitely be in the companies best interest to come forward with the current OS and anticipated OS when these 8% notes are through. As well whether the 0% notes will also be converted.
Leastways, a balance of the notes to be converted and @ what rate and we could do our own estimating.

Seems they may need to clear up the understanding of the conversions as well.

As I read in the filings these notes have a 9 month restriction, so they cannot be sold for 9 months. They can begin the valuation / conversion process @ 6 months, with valuation being factored by average of last 30 days prior to conversion.

Your schedule puts them on a 6 month restriction, being sellable @ 6 months after note signing.
The conversion feature comes into effect @ 6 months (if requested)...ie they can request note converted to shares at 6 months, then discount pricing determined by prior 30 days average would equate number of shares for that months note.
It would be helpful to know or have an idea of when conversion was requested so we can guesstimate the discount rate & the # of shares for each monthly note.
Otherwise, all we have is the example given for the $38K.

four 8% interest bearing convertible debentures for $203,000 due in nine months (“The 8% Convertible Notes”), with the conversion features commencing 6 months after the loan issuance date.



The notes being due 9 months after signing, sets these with a 9 month restriction. After all, illogical that a note holder can sell shares 3 months prior to the note being due.....right.

The "features commencing 6 months" would imply (to me anyways) that they could begin calculating the conversion rate and convert the notes to shares 6 months after signing....

There would be no restriction of only selling for 90 days...they can hold them or not hold them for as long as they like, as long as the restriction is off. There is not a 90 day deadline for selling. Not sure if there is even a limit as to how many they can sell...unless it is in the terms.

I have seen some BB companies that actually posted the terms and conversion rates....that would be complete disclosure for shareholders....imagine that...nothing to hide.

Simple questions you could take to the company...
1) Are the 8% note shares restricted from being sold for 6 months or 9 months from the date of signing?
2) What is the restriction on the 0% notes?

Often it seems like extra effort is made by the filers to make terms less than clear....imo.