Key-person history disclosed — Insider voting control via Series C Convertible Preferred Stock
HighOfficers Thomas Fore and William Waldrop own 92.85% of all Series C Convertible Preferred Stock, which carries 1,000 votes per share versus one vote per common share. This gives them effective voting control over all corporate decisions, precluding common stockholders (including purchasers of the Offered Shares) from influencing any corporate decision.
“Our officers and directors, Thomas Fore and William Waldrop, as the owners of 92.85% of the outstanding shares of the Series C Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction.”