Form 3 - Clever Mind International Limited
Clever Mind International Limited ("Clever Mind") is the record owner of
20,009,679 shares of the Company's Series "B" Convertible Preferred Stock
("Series B Preferred") or 41.69% of the Series B Preferred stock. Upon the
effective date of the Company's filing of an amendment to Company's Articles of
Incorporation increasing the number of shares of Common Stock the Company is
authorized to issue that is sufficient to permit full conversion of all Series B
Preferred shares into shares of common stock ("Conversion Event"), each share of
Series B Preferred outstanding shall automatically convert to shares of the
Company's common stock. The Total Aggregate Number of Series B Preferred
outstanding shall be converted upon the Conversion Event into an amount of
shares of the Company's common stock equal to 89.5% of the total outstanding
shares of the Company's common stock at the time of conversion; with each holder
of the Series B Preferred receiving their share of the Company's common stock,
as converted, pro-rata, in proportion to their ownership of shares of the Series
B Preferred. As of 11/7/2005, if converted, the 20,009,679 shares of Series B
Preferred stock would convert into approximately 1,776,788,095 shares of the
Company's stock.
