MOSS: getting tired of this, there's probably 80 pages, so this is the last little bit, shares:
10. ISSUANCE OF COMMON STOCK
Equity transactions prior to the acquisition of LPS
In November 1994, the Company issued 30,000 shares of common stock for $7,500.
In June 1996, the Company issued 10,000 shares of common stock for $12,503. In
October 1996, the Company issued 100,000 shares of common stock for $25,000. On
April 19, 1997, the board of directors approved, effective immediately, a
forward stock split of 25 to 1; increasing the number of common shares
outstanding from 140,000 to 3,500,000.
On December 18, 1997, the board of directors approved, effective immediately, a
forward stock split of 1.1 to 1, increasing the number of common shares
outstanding from 3,500,000 to 3,850,000. As a result of the acquisition of LPS
and the recapitalization of the Company, the prior owners of the Company
retained 385,000 shares of common stock.
Equity transactions after acquisition of LPS
On November 16, 1998, the Company approved a reverse stock split of 1 to 10,
decreasing the number of common shares outstanding from 3,850,000 to 385,000.
This reverse split has been retroactively applied to all periods presented.
On November 16, 1998, the Company sold 10,000,000 shares of common stock for
consideration of $950,000, pursuant to an exemption under Rule 504 of Regulation
D of the Securities Act of 1933, as amended. In connection with this
transaction, stock subscriptions receivable were recorded in the amount of
$151,839 at May 31, 1999. This amount was received by the Company during June
1999. In November 1998, the Company also issued 7,500,000 of common stock to its
President, in exchange for $750,000 of debt due to the President (See Note 6).
The Company issued 80,000 shares of common stock at $.10 per share in exchange
for professional services rendered to the Company.
11. PREFERRED STOCK
On May 31, 1999, the Company issued 862,158 shares of convertible preferred
stock to an investment banker, in exchange for $862,158 of debt and accrued
interest. The terms of the preferred stock include a 5% non-cumulative dividend,
payable in stock or cash. The Company has the right to redeem the preferred
stock at 140% if the Company is not sold or at 300% if the Company is sold. |
