12 unchanged sentences
The number of shares of common stock issuable upon conversion is subject to antidilution protections if we issue additional shares of common stock at less than $0.07 per share and upon stock splits, dividends and certain other events.
−Removed: The preceding description of the Preferred Stock is qualified in all respects by and reference is made to the Certificate which is filed as Exhibit 10.1 hereto, for a complete description of the terms of the Preferred Stock.
+Added: The preceding description of the Preferred Stock is qualified in all respects by and reference is made to the Certificate which is filed as Exhibit 10.1 on our Form 10-Q which was filed January 16, 2009, for a complete description of the terms of the Preferred Stock.
We will not register the shares of Preferred Stock or shares of common stock into which it may be converted with the U.S.
5 unchanged sentences
Participating in this transaction are our two senior executives and three key employees (together "employees").
−Removed: Payment will be in the form of cash at closing, except for the employees who will purchase an aggregate amount of $100,000 of Preferred Stock.
−Removed: Four of these employees will purchase shares with a 20% cash payment at closing and by executing a non-interest bearing promissory note payable semimonthly with a maturity date of March 31, 2009.
−Removed: One of these employees will purchase shares with an 8% cash payment at closing and execute a non-interest bearing promissory note payable semimonthly with a maturity date of October 31, 2009.
+Added: Payment was made in the form of cash at closing, except for the employees who purchased an aggregate amount of $100,000 of Preferred Stock.
+Added: Four of these employees purchased shares with a 20% cash payment at closing and by executing a non-interest bearing promissory note payable semimonthly with a maturity date of March 31, 2009.
+Added: One of these employees purchased shares with an 8% cash payment at closing and execute a non-interest bearing promissory note payable semimonthly with a maturity date of October 31, 2009.
These notes are nonrecourse and collateralized solely by the employee's Preferred Stock.
+Added: As of April 7, 2009, the notes due March 31, 2009 have been paid in full.
The Preferred Stock sold herewith, is convertible at $0.07 per share into a total of 6,285,714 shares of the Company's common stock, and significantly dilutes our existing common stock shareholders.
In the Investor Purchase Agreement, we agree to indemnify investors against damages they may suffer as a result of our breach of certain representations and warranties we have made in that Agreement.
−Removed: The preceding description is qualified in all respects by and reference is made to, the Certificate and the Investor Purchase Agreement, respectively filed as Exhibits 10.1 and 10.2 hereto.
+Added: The preceding description is qualified in all respects by and reference is made to, the Certificate and the Investor Purchase Agreement, respectively filed as Exhibits 10.1 and 10.2 on our Form 10-Q which was filed January 16, 2009.
SALE OF SHARES OF PREFERRED STOCK TO ACQUIRE NEW BUSINESS
3 unchanged sentences
Wes Cummins, a director of the Company.
−Removed: The consideration we are providing to the Purchaser also includes CFP's assumption of a bank promissory note in the amount of approximately $211,000 incurred and owed by Mr.
+Added: The consideration we provided to the Purchaser also includes CFP's assumption of a bank promissory note in the amount of approximately $211,000 incurred and owed by Mr.
Cummins in connection with the operations of CFP.
20 unchanged sentences
Our basic goal is to acquire cash flow, not hard assets, that CFP generates over a five year period, since the facility and equipment for the packing operation are being leased to us under a five (5) year lease and we have no renewal rights.
−Removed: Primarily all of the purchase price will be accounted for as goodwill.
CFP has four full time salaried employees and approximately twenty hourly employees.
−Removed: We anticipate that all current employees of CFP will remain with CFP, including the current employee who manages its day-to-day operations.
+Added: We anticipate that all current employees of CFP will remain with CFP.
RATIONALE FOR ACQUISTION OF NEW BUSINESS
5 unchanged sentences
We anticipate the cash provided by the CFP packing facility acquisition will supplement the initial capital as well as continue to supplement our monthly cash needs into our fourth fiscal quarter that begins March 1, 2009 so as to enable us to continue to operate and enable our wholly owned subsidiary, APP, to continue to develop the atmospheric plasma glow technology.
−Removed: However, we anticipate that by the middle of our fiscal 4 th quarter, i.e., approximately April 15, 2009, we will need to secure additional working capital financing, until product revenues and cash flow from the packing facility create a sustainable operation.
−Removed: We anticipate the amount of such additional working capital could be in the range of approximately $350,000 to $ 500,000 but cannot predict or estimate such amount with certainty as the ultimate amount will depend on many variables, such as potential third party development or licensing fees, the pace and success of our product development and sales, and cash generated by CFP.
−Removed: In the event we are unable to secure additional working capital we will have to curtail our operations accordingly, thus slowing down our product development and marketing efforts.
+Added: However, we anticipate that by the end of April 2009, we will need to secure additional working capital financing, until product revenues and cash flow from the packing facility create a sustainable operation.
+Added: We cannot predict or estimate the timing or amount of our working capital needs with certainty as the timing and amounts will depend on many variables, such as potential third party development or licensing fees, the pace and success of our product development and sales, and cash generated by CFP.
+Added: In the event we are unable to secure additional working capital as and when we need it, we will have to curtail our operations accordingly, thus slowing down our product development and marketing efforts.
Any curtailment of our operations could have a material adverse effect on our operations and financial position.
1 unchanged sentence
To complete the licensing of the atmospheric glow technology, we issued 260,417 shares of our unregistered common stock to UTRF on January 7, 2009.
−Removed: We also are issuing 20,000 shares of our common stock to a former employee as part of a severance and transition assistance package.
CERTAIN RISK FACTORS
16 unchanged sentences
Inability to keep the potato packing schedule full
−Removed: Catastrophic breakdown in equipment and software relating to the automated potato packing processes
+Added: Catastrophic breakdown in equipment and software relating to the automated potato packing
Failure to raise the additional working capital projected to be needed in our fiscal 4th quarter
15 unchanged sentences
Cummins abstaining, to add a new Section 6.11 that makes Sections 78.378 through and including Section 78.3793 of the Nevada Revised Statutes inapplicable to us.
−Removed: The following is a list of exhibits filed as part of the quarterly report on Form 10-Q.
+Added: The following is a list of exhibits filed as part of the quarterly report of Form 10-Q.
Where so indicated by footnote, exhibits which were previously filed are incorporated by reference.
23 unchanged sentences
Incorporated by reference to Exhibit 10.11 on our Form 10-QSB, which was filed on September 7, 2006.
+Added: Incorporated by reference to Exhibit 10.1 on our Form 10-Q, which was filed on January 16, 2009.
+Added: Incorporated by reference to Exhibit 10.2 on our Form 10-Q, which was filed on January 16, 2009.
+Added: Incorporated by reference to Exhibit 10.3 on our Form 10-Q, which was filed on January 16, 2009.
+Added: Incorporated by reference to Exhibit 10.4 on our Form 10-Q, which was filed on January 16, 2009.
+Added: Incorporated by reference to Exhibit 10.5 on our Form 10-Q, which was filed on January 16, 2009.
+Added: Incorporated by reference to Exhibit 10.6 on our Form 10-Q, which was filed on January 16, 2009.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: January 16, 2009
+Added: April 13, 2009
Flight Safety Technologies, Inc.
a Nevada corporation
−Removed: By:/s/ Kenneth Wood
+Added: /s/ Kenneth S.
Chief Executive Officer
−Removed: January 16, 2009
−Removed: By:/s/ Richard S.
+Added: April 13, 2009
+Added: /s/ Richard S.
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.