ER Urgent Care Holdings Inc: SB-2, Sub-Doc 1, Page 16



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consecutive – then, unless the Company confirms in writing by the close of business on the third such Trading Day of its desire to sell the full Investment Amount by waiving the Floor Price, the balance of each party’s obligation for the Investment Amount under such Put Notice shall terminate on such third Trading Day (“Termination Day”), and the Investment Amount shall be adjusted to include only one-tenth of the initial Investment Amount for each Trading Day during the Valuation Period prior to the Termination Day that the Bid Price equals or exceeds the Floor Price.

In addition, Paragon has received a Commitment Fee of two million five hundred shares of the our restricted common stock.

PLAN OF DISTRIBUTION

The selling stockholders have advised us that the sale or distribution of our common stock owned by the selling stockholders may be effected directly to purchasers by the selling stockholders or by pledgees, transferees or other successors in interest, as principals or through one or more underwriters, brokers, dealers or agents from time to time in one or more transactions (which may involve crosses or block transactions) (i) on the over-the-counter market or in any other market on which the price of our shares of common stock are quoted or (ii) in transactions otherwise than on the over-the-counter market or in any other market on which the price of our shares of common stock are quoted. Any of such transactions may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at varying prices determined at the time of sale or at negotiated or fixed prices, in each case as determined by the selling stockholders or by agreement between the selling stockholders and underwriters, brokers, dealers or agents, or purchasers. If the selling stockholders effect such transactions by selling their shares of our common stock to or through underwriters, brokers, dealers or agents, such underwriters, brokers, dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of common stock for whom they may act as agent (which discounts, concessions or commissions as to particular underwriters, brokers, dealers or agents may be in excess of those customary in the types of transactions involved). The selling stockholders and any brokers, dealers or agents that participate in the distribution of the common stock may be deemed to be underwriters, and any profit on the sale of common stock by them and any discounts, concessions or commissions received by any such underwriters, brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act.

If any shares of common stock being registered for resale in the accompanying registration statement are transferred from the named selling stockholders listed in this Prospectus and such transferees wish to rely on this Prospectus to resell these shares, then a post-effective amendment to the accompanying registration statement would need to be filed with the Securities and Exchange Commission naming these individuals as selling shareholders and providing the information required by Item 507 of Regulation S-B.

Paragon is an “underwriter” within the meaning of the Securities Act of 1933 in connection with the sale of common stock under the Agreement. Paragon will pay us 97% of the three lowest closing bid prices for our common stock with respect to the ten trading days after we give notice to Paragon that we wish to receive an advance.

The Agreement provides that we may not request an advance with respect to the Equity Line of Credit Agreement at any time that Paragon has beneficial ownership of 9.9% or more of our outstanding common stock nor may we request and advance that would cause Paragon to own more than 9.9% of our outstanding common stock.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are stock: (i) with a price of less than $5.00 per share; (ii) that are not traded on a “recognized” national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or (iv) in issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

ER Urgent Care Holdings Inc: SB-2, Sub-Doc 1, Page 6



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THE OFFERING

All of the 89,500,000 shares of our common stock held or to be held following a draw down request by the selling stockholders are being sold by the selling stockholders named in this prospectus. The selling stockholders may sell the common stock directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. The selling stockholders may sell the common stock at any time at market prices prevailing at the time of sale or at privately negotiated prices. We will not receive any proceeds from the sale of shares offered by the selling stockholders. However, we will receive proceeds pursuant to the Equity Line of Credit for each draw down we request. Our common stock is quoted on the OTC “Pink Sheets” under the symbol “ERUC.PK. The last reported sale price of our common stock on the OTC “Pink Sheets” was $0.08 per share.

Brokers or dealers effecting transactions in the shares being registered in this offering should confirm that the shares are registered under applicable state law or that an exemption from registration is available.




Common stock offered 89,500,000 shares. The selling stockholders consist of Paragon Trading, LTD, which intends to sell up to 87,500,000 shares of common stock acquired pursuant to a Equity Line of Credit (ELC) Agreement with us. Paragon Trading, LTD has also received 2,000,000 shares as a Commitment Fee, which shares are being registered hereunder.

Offering price
93% of the three lowest closing bid prices in the ten trading day prior to a notice by the Company.

Common stock to be

outstanding before this offering
Shares 38,890,935

Common stock to be outstanding

after this offering
Shares 128,390,935

Use of proceeds We estimate that we will receive net proceeds of $7,000,000 pursuant to the Equity Line of Credit, presuming we request the draw sown of all shares of common stock in this offering, such proceeds not including estimated offering expenses payable by us. We intend to use these proceeds generally as follows: (1) to expand our facilities in order to increase our profit margin and to guarantee our quality of service; and (2) the remaining proceeds for general corporate purposes such as the purchasing of additional practices. See “Use of Proceeds.”

Dividend policy We do not anticipate paying cash dividends for the foreseeable future.

Risk factors You should read the section captioned “Risk Factors” for a discussion of factors you should consider carefully before deciding whether to purchase shares of our common stock.

Trading Our common stock is currently quoted on the OTC Bulletin Board “Pink Sheets” under the symbol “ERUC”.

If the SEC does investigate, it will most likely result in a hault of the stock from trading while they do so. These haults can last for weeks, because they will not only investigate the MM's but also the company itself.

I like to think that with a little more patience, we will continue to get news and perhaps some of our questions will be answered along the way. The news the company has been releasing lately seems very positive! Time will tell.

I do, however, always get a little concerned when I see the barrage of OTC Stock ALerts pumping ERUC, like we did today, it almost always signals super high volume and shorts having a hayday, resulting in no movement in the stock price. These alerts just bring in more uninformed shorts into the stock, making it that much harder to get the stock price a lift from these levels. Weird stuff to say the least. Can't say I like that one bit.


*I would love to see the stats as of today! Josey, thanks for attempting to acquire updated info as it will be very interesting to see!

~Dp

VOL: 56,658,483

It's going to be at least another few months before Schultz can turn this co. around, imo. I'm a native Seattleite and even here I see SBUX pain as even the roadside carts are taking share these days. IMO, expect to see SBUX trending back & forth between $18 & $20-21 for at least another qtr.

In my opinion, SBUX needs to aggressively join the campaign in CHINA. YUM & MCD are taking share at an outrageous rate.

How do you all feel about this? It's interesting to say the least!

Good one!

Unless MCD is going to continue using "Seattle's Best", SBUX is going to have a very hard time competing. IMO.

Motorola owns 66 satellites (Iridium); it most likely won't matter if they are making wireless handsets or not.IMO.

..umm, wow! You lost me at CAPS! lmao

Another thing to keep in mind...

When is the last time you saw a tactical barrage of PR's from a penny stock that didn't result in a massive, unheardof volume of trades and yet no upward trend on the stock price? In fact, wouldn't it be safe to say that in most cases you find the stock price a tad lower after?..because there weren't enough buyers to sustain the current levels during the dilution.

I can name plenty of penny's that use this tactic to save the longs from bailing (often the longs buy more even adding to their positions, sometimes blind to this process), meanwhile driving new shareholders in at the same time, as a sort of equalizer to keep the stock price near the same levels during the dilution that 99% of the time is what is taking place during the PR barrage! Is this normal? yes. Do we like it, most will say no (one can just hope that it's for a good reason such as for M&A/Contracts to further the co's BP). Is it the mm's playing dirty? most likely not. Does it suck if you bought in on the 1st PR of the 10 to come without doing your DD and hoping for a quick pop only to find out that it may be a while before you even see your initial investment back? absolutely!

IMO, ERUC is a company that in due time will reward those with patience. Those willing to trust the co's mgmt and business plan with hopes of success!

Welp, I don't know about you all, but it's time for a drink!

Cheers!

~Dp

No! the "Planned Sale" was for Feb.1, 2008..meaning he would have got the bid price on that day, not today. The bid price was .0139 that day and hence the market value for the sale of 14,825,100 = $207,551. Simple math really.

Josey, I don't get you, your tone is always like someone is out to get you? I am not out to get you and I am sure noone else here is either. Can we please talk and debate without your irrational outbursts? Let's discuss things shall we? I want this company's BP to work also!

~Dp

You didn't like the RS back in April '07? You do realize that the RS was an intricute part of ERUC's business plan right?

They are and have been for 5 years now)funding all ther M&A activity with stock since there is no liquidity. This is very typical of a start up company. Remember all the dotcoms back in 2000 that went belly up when the market crashed? The only companies that survived were ones that actually started making revenues. Everybody that owned stock in these companies got burned. Funding M&A with stock and/or insider selling of stock for cash is how MSFT got started even. It's not like what ERUC is doing is bad, it's just one way of growing your idea into a reality. When you purchase shares of a public traded start up company like this, you are in essence directly lending the company money to attempt their business plan and in doing so you are directly putting yourself at risk of losing your entire investment if the business plan fails. We the shareholders are no different from a lending bank, only difference is that a bank won't take the super high risk to reward ratio on business plans like this and others alike. Especially during a recession.

If you don't view investing in penny stocks with this frame of mind then you are a fool, and you will get frustrated and most likely bail with a massive loss because you didn't get the quick buck you were hoping for. Now there are stocks that bounce and make shorts good money here and there, but don't chase em and don't get pissed if you invested without taking into consideration of these scenarious. I look for both, I look for companies that can pop on news and make me at very least my investment back so I can let the rest ride, and I at the same time also make sure that I believe in the companies business plan and execution. If I can't find both characteristics, I don't buy the stock! Simple as that!

ERUC could have tried many times to get private funding from venture capitalists, and perhaps to no avail. They may not have hoped to do all their M&A buy RS's and insider selling for cash, but it appears that is the hand that was dealt during these tough economic (credit crunch) times. They obviously knew that for the success of the business plan the actions they took were a neccessity even if they felt it was not the ideal way to procede. Honestly, I have no clue. But, I chose to believe in the business plan and with the latest PR release, their optimism sure has bounced upward, imo.

Everything I say is my opinion and should be read that way, I just like to try and dig when I can into the thinking going on behind other shareholders comments and intentions. Ultimately is does not matter what anyone says, the stock and the company will procede without conviction for the better or for worse and all we can do is try and learn as much as we can along the way and debate the information as it is presented. Talking is good IMO! Thanks for letting me ramble a bit on this topic because it clearly is one for debate!

~Dp

I couldn't resist! ...

"We hope that all our shareholders enjoy the Presidents Day holiday in good health."

Almost patronizing isn't it?! lmao! Perhaps the shareholders will end up being Urgent Care's best customers in the weeks to come if we don't see some uptrending to the stock price! hah.

Just some warped Friday humor is all! Tuesday is a new day!

Yes, it does clearly say "Planned Sales" and in 6 months it will show them as "Sales"! At least we don't have to wait a year anymore to see these things!

~Dp

Perhaps it is now more clear as to why Jerry sold off another 14mil+ shrs..if I were to take an educated guess, it would be to perhaps fund this expansion contract with CareAccess? Any other thoughts on this? Also I found this to be interesting:
Insider Sentiment
Over the last five years there has not been an insider stock purchase at ERUC.

Hah, not a single purchase. Can you say dilution, dilution, dilution? We might actually be at a pinnacle point in their business plan. It appears that expanding this contract was part of the '08 plan (and 1st qtr) from the start, only thing they are guilty of is not sharing this with the shareholders while squeazing us during the dilution to get this deal done. Here is the qoute that leads me to these assumptions: "We are very excited at the expansion of these contracts. ERUC is moving forward in all aspects of the 2008 growth plan. We are on target to reach our goals for the first Quarter," said Mark Solomon, ERUC President.

If this is all true, then the future may be brighter than we may have thought (even as of yesterday, when gloom resided over all of us it seemed). Now I am posting all this for debate not to pump, I am just trying to piece the puzzle in the way that makes the most sense considering all the dilution and clearly also from Jerry's sales of stock. Please, let's all talk about this shall we? I have a much better feeling now than I did 2 weeks ago trying to figure out why Jerry was selling so much stock.

~Dp

Smartest post I've seen today! Kudos!

It's unfortunate really, because it is very possible that Josey is just an inexperienced investor/trader, but the ALL CAPS reminds me of the pump & dump days back in the late 90's! Man, did alot of peeps get burned (including myself) back then. It's one thing to be optimistic, and another to be overly & aggressively optimistic with little to no facts backing your tone. Just be careful is all, these pennies are not for the weak-hearted.

I'm new to this board and also a shareholder looking to make some money after this dilution slows and also lookin' to hang on to a few shares for the longer term just incase ERUC's mgmt team actually starts using cash instead of shares to fund operations and perhaps even start making money! I'm not sure what Jerry's up to but it's odd to say the least.

~Dp

Agreed! This should start getting very interesting now. IMO.

I'm keeping my fingers crossed for some fantastic news here shortly! It seemed we were only getting news while they were issuing shares to complete the business plan. It's been a minute now and with gold prices where they are..this could get lovely! This is all, ofcourse, only my opinion.

These guys make really neat stuff! Their products sell on Amazon.com, at West Marine, Walmart, and even their own website! Take a peak!

http://www.solarcharger.com/site/sunsei.html

Yeah..I find it amusing that it's okay for governments to dump mass post war chemical such as Mustard Gas, and sink unheardof amounts of live and dead ammo, etc into the oceans without so much as even a slap on the wrist (in fact only recently has some of these culprits, including the U.S., finally fessed up to doing these horrible acts to the worlds oceans). Planktos wants to dump micro iron particles to simulate what was once a natural phenom from shore runoffs and the naysayers come out of the wood work like termites.

I feel the problems started in mid December when Weatherbird II was invited to Las Palmas by the University of Las Palmas to begin joint research activities in the near-by ocean and had been told all required permissions to enter the port were in order. Upon reaching its destination, the Weatherbird was refused entry to the port of Las Palmas where it had planned to take on scientific equipment and personnel from its university partners and re-provision prior to commencing preliminary scientific studies related to the company’s ocean fertilization project. That was a very unfortunate scenario and forced the Weatherbird to the island of Madeira in Portuguese waters where she safely took port.

Now who knows what went wrong back in Las Palmas, but to me it screams politics. Did the University start getting negative pressure from the naysayers? This is a quote from Planktos; "A highly effective disinformation campaign waged by anti-offset crusaders has provoked widespread opposition to plankton restoration in the environmental world, and has caused the company to encounter serious difficulty in raising the capital needed to fund its planned series of ocean research trials." Either way, they didn't get to dock as planned and didn't get to take on scientific equipment and personnel from its university partners and re-provision prior to commencing preliminary scientific studies related to the company’s ocean fertilization project. ouch.

Clearly that hurt, as stated by their comments," The unanticipated turn of events in the Canary Islands and Planktos’ current inability to secure sufficient funding for the continued operation of its business plan, has forced management to consider a general winding down of its business operations until such time as it can better assess its priorities in relation to the availability of capital."

I personally still very much believe in the mission(s) and remain optimistic (with my fingers crossed) upon hearing the options they mentioned;
"Options include a possible re-launch of planned marine operations, pending additional financing or new partnerships, as well as the possible pursuit of other promising business opportunities in the environmental sphere."

*I used quotes and info from past newsletters while writing this post. Everything I have said in this post is ofcourse only my opinion.