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Whiplash_Investor

03/04/13 10:16 AM

#17397 RE: Steve White #17391

What about the %50 control of shares portion? Another excuse?

No, not to me. It is clear to me that the BOD has put a muzzle on CC to insure dilution does not happen. Do the math.

There are 35M shares of restricted common and 65M of preferred. The common OS is about 49.5M. CC can only convert preferred to maintain 50% or more of the common shares. He has 35/49.5 or 70.7%. Hence, he can't convert any. Common AS though is 70M, so he could issue up to 20.5M if he chose to (though BOD is expecting those shares to be held for acquisitions, not for equity financing) which would increase OS to 70M (AS maxed). Now what does he own? 35M/70M is 50%. To do anything else, he'll have to amend the articles of incorporation to raise AS, something that requires a board vote (he would need 2 of 3 board members to agree). Thus he can't convert the preferreds without BOD permission...I call that a muzzle.

here's an interesting thought. If CC planned to use this company for a dilution machine rather than a bonafide business, why on earth would he set up a BOD, when he could do whatever he wanted. Kind of a stupid decision if he was the scammer you keep saying he is.