here is the problem: The Board sees at least two benefits to the company in authorizing this resolution. One is that it puts more voting stock in the hands of our CEO and Chairman. After stock issuances authorized herein, Mr. Sand will own 32,275,960 preferred shares and 20,321,916 common shares. This is 89% of the outstanding preferred shares and 25% of the issued common shares. The other benefit is that Mr. Sand intends to sell this stock and loan the proceeds to the company for operations.
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5772621 "(1) Represents 12,649,662 shares of common stock issuable in connection with the conversion of Callable Secured Convertible Notes in accordance with a Securities Purchase Agreement dated July 25, 2006 between us and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, respectively. The price of $.042 per share is being estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) of the Securities Act and is based on the estimated conversion price of the Callable Secured Convertible Notes ($0.07 was the average of the lowest (3) intraday trading prices for our common stock during the twenty (20)trading days prior to the date the notes were issued on July 25, 2006, less a 40% discount). (2) The number of shares being registered for the conversion of the Callable Secured Convertible Notes is 12,649,662 representing 1/3 of our issued and outstanding shares of non-affiliate common stock."
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