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iambadbert

11/13/12 12:18 PM

#28687 RE: sevenOdouble #28686

TGGI share holders are "protected" due to the DTC chill wow thats

comforting...

Got Filings

amibad

guguli

11/14/12 12:00 PM

#28721 RE: sevenOdouble #28686

Thanks a lot for the clarification,...I am sure many (like myself) didn't know that!

Overview:
In the conversion rules it states that the Preferred shares convert into 1,000 commons and the holders have to notify the company 5 days before conversion. In the voting rights it states that the Preferreds have a voting power of 1,000 to 1 commons and vote on any and all matters. So the holders of Preferred shares control the vote (company). Now, there are still 2,475,000 Preferred AA class that can be converted into 2,475,000,000 common shares and although its important to understand that these shares were issued for debt holders who want to get paid. Its also equally important to understand that if these shares were to be converted that they lose the controlling voting power over the company. If you notice under the list of debt holders list it states that BCAP holds $300,000 in debt, so in a sense they control TGGI, which is understandable that the biggest funder has some form of control in the company. But this debt also inherently means that BCAP can sell Preferred shares as the TGGI prices appreciates, and given the fact that the debt has to be re-paid its no more than logical that at one point dilution can or will occur. Yet its important to note that incoming revenue can repay this old debt, and that Preferred shares can or may be canceled. And, this is also imperative to know, since TGGI is chilled by the DTCC Preferred shares can NOT be issued, so as long as this isn't resolved current and prospective shareholders don't have to worry about the alleged imminent dilution as some may allude to!