VIPER POWERSPORTS INC - FORM 10-Q/A - XML - IDEA: XBRL DOCUMENT - November 13, 2012

D. Preferred Stock

During the period of April through June, 2011, the Company issued to 22 shareholders, 1,353,135 shares of preferred stock under $.75 private placements and 750,000 warrants issued to purchase common stock for $0.50 per share for $589,852 in cash and $425,000 of converted loans. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued.

During the period of July through September, 2011, the Company issued one (1) shareholder, 33,334 shares of preferred stock under $.75 private placements and 50,000 issued warrants to purchase common stock for $0.50 per share for $50,000 in cash. The Company performed Black-Scholes valuations for the transaction, with an allocation of the proceeds applied to the warrants.  The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued.

Based on the manner of offering and sale of all the foregoing equity security transactions, they were private placements and not in the nature of a public offering, and the Company believe they were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. All of the persons receiving securities of the Company in the foregoing transactions received legended certificates for such securities which clearly stated the securities could not be resold, transferred or otherwise disposed of unless registered under applicable securities laws or exempt from registration under a satisfactory securities exemption.