Read the SEC filings of this company. The financing tricks are so complicated and convoluted, you can't help but notice that certain lenders (private investors) are who this company cares about. Period, end of story. If you are a public investor on the outside, you will need a dose of very good luck to make money in ACTC. Management pays itself quite richly too.

Okey. From a blog. Not your research. Market makers are always going short or long the stocks they make markets in. But I doubt you or anyone else would be privy to how much any one of dozens of market makers are short or long at any given time. I would like to see the normal shareholders do well here. Just don't like to see them skinned like they were on the Nature announcement followed by the repricing of the warrants for the non-normal elite shareholders. Normal shareholders should get a fair shake. I don't see that going on here so far at all. When you think of how much money is redistributed from normal full price common stock buyers -- normal people who trust their hard earned money to a company -- to elite financiers and their shareholder/warrentholder/optionholder clients, it's very disturbing.

Paulness, I asked you about this part of your post. "In short, in the initial presentation I suggested the stock would be subject to monthly swings, and therefore should be accumulated on dips. The downdrafts are generated by $750,000 worth of free trading shares that are awarded to financiers with itchy trigger fingers every month."
Who are these financiers and why do they get $750,000 free trading shares every month? (Or do they really get this?) Where is the reference in the SEC documents for this type of paymemt by ACTC to the financiers. Thanks in advance. If this were true, shouldn't ACTC go get itself involved with different financiers who are not so motivated with lining their own pockets while pretending to be "helping out -- finacing-wise" this start up stem cell company?

"Lanza said Monday that it's important to note that the remaining cells were destroyed because the original article was submitted in April and not published until four months later. Lanza believes that the remaining embryonic cells could have continued to be developed, but at the time he did not think that was necessary to prove the study." I thought ACTC said that the reason the cells didn't survive was because they only used a small amount of cells. Rather than take out one cell from each, multiple cells were divided and regrown, rendering the study cells unable to suvive on their own for lack of enough cells to regenerate.
That was the company line during the Nature article backlash. Now Lanza says it was a "time thing" reason and that the very cut up study cells could have survived? Clarification please. These two company explanations conflict.

You say that the financiers get 3/4 million dollars in free trading shares per month. I couldn't find this in the SEC filings. Can you show us? Who are these financiers? Why would they get such a free ride? Is this ethical? Is this legal? What happened when ACTC ripped up to $3.20 only to crash to .70 in a matter of hours during one of these financings? What's happening here and why has the press not investigated what looks to have been a financing generated pump and dump in front of the public eye? (Public eye because of the Nature publicity.) Is anyone watching the chicken coop while the wolves are at bay?

Motley Fool article on biotech investment "rules." "Biotech Commandment II
Biotech companies located on the Pink Sheets, over-the-counter exchanges, or even the American Stock Exchange often make for lousy investments.

The development-stage biotech stocks that populate these exchanges often have to raise funds via share offerings, and they generally just aren't large enough, don't attract enough investor attention, and lack the type of liquidity to avoid raising capital at prohibitively expensive rates."

http://www.fool.com/news/commentary/2006/commentary06082814.htm?source=eptyholnk303100&logvisit=...

I can read. The litigious plaintiff lost the case. The California courts slam dunked him, saying his case had no merit from the start.

Didn't see any listing of Gary D. Aronson except for this messy defamation lawsuit that the Gary D. Aronson in the dispute lost. I'm not saying that the Gary D. Aronson in the lawsuit is the same one who now owns the large stake in ACTC, but it does say in the lawsuit that this Aronson's business is funding biotechnology companies...that's what the lawsuit was about. Notice how the California courts are good in squashing frivolous and vexatious litigation. (But it still must have cost the "winner" of this suit tens if not hundreds of thousands of dollars in defense costs.) Well, take a look and you decide, or at least take a look and learn more about the possible people connected to "your" investment. If this lawsuit does not involve the Gary D. Aronson who is invested in ACTC, would someone just post this for absolute clarity's sake. (And the message board moderator could take down my post too so not to confuse the Gary D. Aronson invested in ACTC with the Gary D. Aronson who sued for defamation in California.) http://www.casp.net/aronson1.html

I'm actually concerned about average middle Americans who get fleeced by sharpies on Wall Street. We are talking billions of dollars being redistributed from average people into the pockets of tycoons. That's my agenda. It's tragic. It's wrong. But, it's not in most cases illegal these days. The run up to $2.30 on a press release simultaneous to a warrent repricing down to .95 caused undoubted immediate large profits to the warrent holders...well...this is concerning, especially for those average full market buyers who bought in the 1's and 2's on the promise of the press release. These open market buyers have no warrant protection. These open market buyers -- you -- have no hope for a wonderful downward warrant repricing to bail out a losing position and turn it into a profit. I would like to see ACTC do more fair money raising that would give the average shareholder or would-be buyer a more fair shake to profit here.

"What are warrants? And how are they repriced?" Warrants are I O U's that allow you (if you are a warrant holder) to buy the stock at a certain price. The warrants repriced to .95 were priced way above that prior to repricing. The company itself repriced the warrants. Don't know if the Board of Directors voted on it first or if management made the decision or both signed off on the repricing. When understanding the corporate finance structure here, it's important to size up whether the company is being responsible or not in raising money. Are they asking for too much money for their size and promise, so that those that loan them the money (finance people who set up these debt instruments for their clients) charge them sky high rates through interest rates and discounted buy-ins to the ACTC stock and administrative (professional) fees? Frequently for a small company there could be a related party who actually gives the company a loan or buys the stock at prices that are advantageous to the company. I'm sure ACTC doesn't want to stangle itself in a suffocating corporate finance structure. But maybe some of the scientists at the top of the company don't understand what the finance people are "selling" them in these extremely complex financings that are very advantageous to the finance people and the clients of the finance people (those who hold the subordinated debt, warrant, and option instruments).

What do you want to happen here? Do you anti-critics want no critical viewpoints to be allowed? You feel good when you hear rosy predictions. You feel good when you don't know to much or don't understand the corporate finance structure here, particularly the reliance on debt convertible instruments (subordinated debentures), warrants, and options. You just don't want to know about the people who hold these instruments, doing circles around the ordinary full market price common shareholder -- namely YOU! What happened when the stock went to $2.30 and at the same time warrants were repriced to .95 cents? How many of those repriced warrant holders unloaded into the frenzy up to $2.30, clipping a pretty profit in a matter of hours? What was the timing of the public disclosure here of the warrant repricing relative to the $2.30 blowoff? You ordinary shareholders won't believe it, but I actually care about you guys and want you not to lose your savings and be so far in the hole while the instrument holders of special debt convertibles, warrants and options make capital gains.

Livermore, is it possible for a substantial amount of people or LLC's to be "insiders" in that they are part of the .31 and .28 subordinated debenture, warrant or option special buy-in prices, yet their names or identities can remain hidden because they don't fit the narrow defintion of "insider," and that these people don't need to file when they exercise the special instruments they hold? Let's call these people major or controlling shareholders. Can they operate under the radar of "insider filings"? Then can these people short the stock but call it an arbitrage or a hedge? Do they have to do this offshore and is it legal? And finally, how would you suggest ACTC raise money that is less damaging to the interests of normal shareholders who buy at the full market price? Is part of this a matter of ACTC being more careful how they spend money ( high salaries,high consulting contracts,high real estate costs,high public relations firms costs,high investment bankers fees -- so many fees other than hard science) so they don't have to issue so much stock at this stage?

tinyinvestor why presume he hates you? Maybe he wants to warn tiny investors situated like you from buying into the hype here without understanding the risks whereby the option and warrant investors have first dibs on the chance of making a profit here! If you want to focus in on what is depressing ACTC stock, look at the financing and stock structure of this company! The answer is there. Are you a subordinated note holder tinyinvestor? If not, your chances to make money here are many times reduced compared to these privileged investors...and your chances are reduced in large part BECAUSE OF THEM, not because of tradem or any other critically thinking posters on this scroll.

doniboy you are so sure of your rightness. You are so sure you can not be viewed as a bagholder. Couldn't someone view any shareholder in ACTC who didn't take a profit at $2.30 a couple of weeks ago as a bagholder now? A bagholder is not someone who has lost a sum certain. Rather a bagholder is someone holding an investment that is heavy in likely loss. Actually if you sold and lost a sum certain, you would no longer be a bagholder. I prefer the terms "critical thinker"
or "open minded thinker" to the dismissive "basher." You should welcome different points of view.

doniboy, you seem to be fast and loose with calling people "liars." When someone has an opinion that you are a bagholder, that is just an opinion. You also are saying that insulting an annonymous message board poster could be libel. Sorry, but we don't know who you are. It would be a novel theory to ruin someone whose identity we don't know, such as you, me, and the one who you say has insulted you. Why not cool off with calling people liars and with threatening to shut up peoples' opinions you don't share or like with your libel chatter. People like you who want to sue another person for their opinion do so because there is something real and disturbing behind the opinion they want to destroy. Something real and disturbing is not a lie. This stock was pumped up to $2.30 just a few weeks ago; people who bought in the midst of the hype and then slammed by the depressive options and warrant financings were no doubt hurt financially.

jabber, you got to learn to get a sense of humor. That cutting and pasting and replacing key words for their opposites was done in part in jest.

The retired couple in Alabama could be enticed to jump into this without understanding the weight of the convertible debentures and warrants hanging over their decision to invest. That critical minds on this message board bring up these critical topics is all for the good of full disclosure and understanding. You would admit that microcap investments have a sorry history of rate of return for the retail investor. So you don't have to own this stock to post important information here. The stock issuers that some call transfer agents live in mansions, by and large. How do the retail investors live?

Hey Matt dont waste your time. Pumpers will pump and that's all there is to it. Its up to the company to prove them right. If they get caught long, then thats their problem. (There are two sides to this coin.)

jabber, calling other posters "crooks" when all you do is insult other posters doesn't say much for yourself. I was reading about Stratton Oakmont today. You know what they called critics and criticism of the stocks they issued? The people who ran Stratton Oakmont called them "liars" and "crooks". Stratton Oakmont even sued left and right anyone who criticized the stocks they issued, or even anyone who opened a free forumn to criticize the stocks they issued. When Stratton Oakmont called someone a "liar," they might have conceded that 99% of what the critic said was true or a matter of opinion. But when the critic made a minor mistake in a minor "fact" (which the critic probably didn't have access to that fact in the first place), then Stratton Oakmont would even hire lawyers and private investigators to silence the critic. Do you want to silence the message board posters you keep on hounding here? Is that your goal?

Rheddle, thanks for your answer. It was pretty fair. What seems stretching the bounderies of fairness is the price these debentures and warrants cost the investor and then benefit ACTC. Seems the benefit is much too much balanced in favor of the debenture/warrant investor getting stock for .28 or .31 cents per share, a "killing" for the warrant/debenture investor and a paltry return for ACTC's coffers. Couldn't ACTC raise money at a better cost/benefit ratio for itself? What bothers me about these microcaps is that it seems they have to be "super dooper business models with nearly everything going right" for them to succeed in overcoming these burdensome financing structures that so skew the benefit towards the finance instrument holders of convertible debentures and warrants when they are priced this way at such an amazing discount to the market price. What would be interesting if there could be some investment bankers or finance companies that would serve small microcaps at financing rates of return that do not present the "make a killing scenario." Why not just a simple 4% or 5% return on a financing instead of 100% plus ones? Maybe the bottomline issue is that there is a lack of financing competition where the multiple issuers of stock, warrants, debentures,etc. just don't vigorously compete against one another to give the companies they are raising funds for a deal that has the company's (ACTC's) financial well being at heart.

You know as well as I do that most of the common shareholders here don't understand these complex priority convertible debentures and warrants. If you know all about this stuff why do you want to keep it hush, hush from the common shareholders who don't have a clue?

What about expaining the meaning of this financing to the rest of the message board members. Information is power. Don't you want to give the other board members power, so they could have a better chance to make money in financings too? (Or at least let them understand where they fit in these complex financings?)

Does anyone understand this stuff about 38 mil shares being sold for .28 cents and 19 million shares being sold for .31? Who gets these prices? Is much of this in a one year lockup? When do these shares start getting counted in the shares outstanding figure? Why such low prices to buy? Those in the know probably don't want to explain. Don't expect a straight answer.

Who is the MB deletor, and why is he so "totalitary"? All this off topic stuff on the military and sports is not deleted. Why is something about stocks zapped. It wasn't even about ACTC.

Interesting article on how an alleged pump and dump angered Carl Rove enough to become a "Sherlock Holmes": "Rove's Net Anger


Hammers Spammer for Plaguing Bush Donors.

BY GREG B. SMITH
DAILY NEWS STAFF WRITER

When it comes to pesky e-mail spam, Karl Rove doesn't mess around.
The White House political adviser and deputy chief of staff took time from his busy schedule early last year to personally track down a bothersome spammer who made the mistake of hitting subscribers to President Bush's campaign site, the Daily News has learned.

Sometime after Rove intervened, the U.S. attorney in Manhattan opened a criminal investigation that ultimately led to the arrest of a Florida man while he was at the movies with his then-7-year-old daughter.

The businessman, Robert McAllister, who hired the spammer that infuriated Rove, now claims he's the victim of malicious prosecution brought about by the President's famously ruthless political aide.

"His voice was chilling," McAllister recalled in an interview Friday. "He says, 'Look, I got a Web site here called georgewbush.com and I got 900 subscribers and every one of them is getting e-mail from you.' He said, 'You gotta stop this right here and now. You've got to leave my subscribers alone.'"

On Friday, Manhattan U.S. Attorney Michael Garcia declined to comment on what role, if any, Rove had in spurring or aiding the probe that led to the spammer becoming a government cooperator and charges ultimately being filed against McAllister.

Rove said through White House spokeswoman Dana Perino that he "vaguely remembered" the spam onslaught, but did not recall making phone calls or e-mailing subordinates about it. He also said he could not recall whether he or any member of the White House or campaign contacted the Department of Justice about it.

However, e-mails, phone records and transcripts of secretly recorded phone conversations turned over to defense attorneys make it clear that Rove, in January 2005, was personally involved in finding the culprits who spammed the Bush campaign site.

The spams touted the supposedly hot penny stocks of several companies, including Voicescape Networks and Millenium Network Inc.

On Jan. 17, 2005, at 9:12 p.m., Rove e-mailed an assistant in the Bush campaign, B.J. Goergen: "Find where this company is headquartered," with the attached spam for Voicescape.

Subsequent e-mails and phone transcripts show that Rove contacted McAllister, president of Millenium, and at least three stock promoters involved in hyping the Voicescape and Millenium stocks.

McAllister's lawyers, Gerald Shargel and Henry Mazurek, wrote in court papers that Rove made "threatening" comments to McAllister during a brief Jan. 25, 2005, conversation.

McAllister says he referred Rove to a stock promoter he'd hired named Jeffrey Stone. Stone says Rove's secretary called and put Rove on the phone, who then demanded to know who was sending the spam to the Bush campaign.

That same month, the U.S. attorney in Manhattan contacted Stone. Stone was on probation from a previous stock fraud conviction; he immediately agreed to cooperate and record calls.

On Feb. 11, 2005, Stone called McAllister, who admitted he'd given Stone's phone number to Rove. Stone asked him why.

"Because somebody from your group busted into georgewbush.com and Karl Rove called us up with the FCC, with all these different agencies, and then I had our lawyers" give him Stone's number, McAllister replied.

On Aug. 24, 2005, McAllister was arrested inside a movie theater and charged with operating a "pump and dump" stock fraud scheme.

Prosecutors say McAllister lied about his firm's assets, falsely claiming to have contracts to promote high-profile events such as pro tennis tournaments and rock concerts.

Shargel and Mazurek want the charges tossed, alleging Rove "orchestrated" the case against their client. McAllister insists all claims made in the e-mail touts were true.

A hearing on the matter is scheduled for tomorrow in Manhattan Federal Court."

Normal investors can't short ACTC. However, "professional Wall Streeters" can. Broker-dealers and hedge funds and particularly "off-shore" parties can short most anything. It's a shame that the rules aren't the same for everyone. It's a shame that the stock market is not an even playing field. But this is the way it is because the very rich make up the rules for their own benefit and then get the regulators and politicians to certify these very unfair rules as "legal."

The world of microcaps is a world of a backwards American Dream. Yes it's often a dream for the sponsors of these securities. And the sponsors know who they are. They could be the controlling shareholders or the executives, and of course the money people -- lenders for the bridge loans -- lawyers who write up these ever so complicated filings, consultants of every stripe. These participants reap the American Dream in small cap stocks, even when the stock has a chart like a downhill ski slope, ending in a basin that doesn't dip back up. The everyday outsider joe who is the small and necessary shareholder or trader is not likely to fare very well in smallcapsville. The odds are not good. The American Dream on Wall Street is narrowly tailored to favor a select few, and there are long odds for the many. You won't hear this story in the textbooks on the glories of the American economy. The part of the little investor in long shot story stocks is just not an American tale that's gone public.

But why should the debenture holders and warrant holders be made perfectly whole in the face of the repricing? The issuance of extra shares to make the elite debenture/warrant holders whole does dilute the common shareholders who are not debenture holders or warrant holders. Actually, the high priced warrant holders might have waited for years to reach the $2.55 warrant strike price that was revised down to .95. So wasn't this high priced warrant holder given "a gift" with the repricing down to .95 (which he most likely cashed in and sold during August 23-24 common share explosion up to $2.30?) Aren't these debenture holders and warrant holders treated better than common shareholders, from many angles?

At the bottom is the anti-dilution protection: "Warrant Repricing. On August 24, 2006, the Company agreed to reduce to the exercise price of its outstanding warrants to purchase shares of Common Stock issued September 15, 2005 from $2.53 per share to $0.95 per share for a period ending on August 28, 2006, and to issue replacement warrants having an exercise price of $1.60 per share to all holders who exercised their repriced warrants during this period. Holders of warrants to purchase an aggregate of 4,541,672 shares of Common Stock exercised their repriced warrants during this period, and the Company therefore issued 4,541,672 shares of Common Stock and replacement warrants to purchase 4,541,672 shares of Common Stock. In addition, the antidilution provisions of the debentures and warrants of holders who did not participate in the warrant repricing resulted in adjustments to the conversion price or exercise price, as the case may be, of those debentures and warrants, resulting in an increase of 2,005,620 in the number of shares underlying the debentures and an increase of 1,467,092 in the number of shares underlying the warrants." It looks like in the anti-dilution protection from the repricing, the debenture holders got 2,005,620 more shares and the warrant holders got 1,467,092 more shares. I think you are right that in a general dilution from issuing more shares, the elite warrant holders and debenture holders would be diluted also, unless there is some special protection in the future carved out for them.

Kapone, the anti-dilution measures taken out for the benefit of the debenture holders and warrant holders who didn't sell or exercise: This is from today's 14A filing: "The Company’s Certificate of Incorporation currently provide for authorized capital stock of 100,000,000 shares of Common Stock. As of June 30, 2006, the Company had 25,823,714 shares of Common Stock outstanding. As of that date, the Company had (i) 13,142,809 shares of Common Stock reserved for issuance under our stock option plans having exercise prices ranging from $0.05 to $2.48 per share, (ii) 7,936,341 shares of Common Stock reserved for issuance to holders of certain convertible debentures, (iii) 4,842,663 shares of Common Stock reserved for issuance to holders of certain warrants to purchase Common Stock having an exercise price of $2.53 (subject to adjustment) issued in conjunction with the convertible debentures, (iv) 16,421,158 shares of Common Stock reserved for issuance to holders of other warrants to purchase our Common Stock having exercise prices ranging from $0.05 to $2.54 per share and (v) an additional 3,833,701 shares of Common Stock reserved pursuant to the terms of the Registration Rights Agreement entered into with certain convertible debenture holders. " Now read the part on anti-dilution involved in the repricing for those instrument holders who did not sell: "Warrant Repricing. On August 24, 2006, the Company agreed to reduce to the exercise price of its outstanding warrants to purchase shares of Common Stock issued September 15, 2005 from $2.53 per share to $0.95 per share for a period ending on August 28, 2006, and to issue replacement warrants having an exercise price of $1.60 per share to all holders who exercised their repriced warrants during this period. Holders of warrants to purchase an aggregate of 4,541,672 shares of Common Stock exercised their repriced warrants during this period, and the Company therefore issued 4,541,672 shares of Common Stock and replacement warrants to purchase 4,541,672 shares of Common Stock. In addition, the antidilution provisions of the debentures and warrants of holders who did not participate in the warrant repricing resulted in adjustments to the conversion price or exercise price, as the case may be, of those debentures and warrants, resulting in an increase of 2,005,620 in the number of shares underlying the debentures and an increase of 1,467,092 in the number of shares underlying the warrants. "

From reading filings, I came accross the company having 30 patents, and in the process of registering 100's of others. That number of 30 in hand stuck with me. What I think I just figured out is that when the company gives anti-dilution protection to repriced debentures and warrants held by elite investors, that is anti-dilution for them, the special instrument holders. I don't see any anti-dilution protection for the regular common share holder. On top of that, if the elite shareholders are given anti-dilution protection, doesn't that protection act to dilute the regular common shareholder?

Those option exercises and debenture conversions are quite stressful in themselves, calling for the issuance of millions of more common shares. You don't think this is dilutive?

ACTC management is one of the most aggressive microcaps I've seen. 26 million or whatever it is now to 500 million would scare the living daylights out of any normal set of shareholders. This is dilution city. Also, I now realize that the anti-dilution language in the August 22nd repricing of debenture conversions and warrant exercises were for the benefit and non-dilution of the debenture and warrant holders, not the common shareholders who would actually get diluted by the making of more shares for those special instrument holders who are given more so not to be diluted. Correct me if I'm wrong, but that is my understanding of reading this. From the 14A just released: "PROPOSAL ONE—APPROVAL OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES

Our Board of Directors has requested that the stockholders of the Company approve an amendment to Article V, Section 1 of our Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 100,000,000 to 500,000,000. No other changes are proposed to be made to this Article V.

The Company’s Certificate of Incorporation currently provide for authorized capital stock of 100,000,000 shares of Common Stock. As of June 30, 2006, the Company had 25,823,714 shares of Common Stock outstanding. As of that date, the Company had (i) 13,142,809 shares of Common Stock reserved for issuance under our stock option plans having exercise prices ranging from $0.05 to $2.48 per share, (ii) 7,936,341 shares of Common Stock reserved for issuance to holders of certain convertible debentures, (iii) 4,842,663 shares of Common Stock reserved for issuance to holders of certain warrants to purchase Common Stock having an exercise price of $2.53 (subject to adjustment) issued in conjunction with the convertible debentures, (iv) 16,421,158 shares of Common Stock reserved for issuance to holders of other warrants to purchase our Common Stock having exercise prices ranging from $0.05 to $2.54 per share and (v) an additional 3,833,701 shares of Common Stock reserved pursuant to the terms of the Registration Rights Agreement entered into with certain convertible debenture holders.

Monthly Redemption Payments Under Convertible Debentures

Beginning in March 2006, the Company has elected to make the monthly redemption payments due under certain of its convertible debentures maturing September 14, 2008 in shares of Common Stock. As of August 31, 2006, the Company had issued a total of 3,306,889 shares of Common Stock in connection with the monthly redemption payments. The Company expects that it will issue a total of approximately 13.2 million additional shares of Common Stock in connection with the monthly redemption payments between September 2006 and September 2008, the maturity date of the convertible debentures.

Recent Financings

Exercise of Additional Investment Option. On August 23, 2006, the Company received notices from substantially all of the holders of its amortizing convertible debentures and common stock purchase warrants issued under the securities purchase agreement dated as of September 15, 2005, indicating the exercise by the holders providing the notice of their additional investment option under section 4.18 of the securities purchase agreement. The exercising holders will receive additional debentures convertible into 38,129,340 shares of Common Stock, and additional warrants to purchase 19,064,670 shares of Common Stock.

Warrant Repricing. On August 24, 2006, the Company agreed to reduce to the exercise price of its outstanding warrants to purchase shares of Common Stock issued September 15, 2005 from $2.53 per share to $0.95 per share for a period ending on August 28, 2006, and to issue replacement warrants having an exercise price of $1.60 per share to all holders who exercised their repriced warrants during this period. Holders of warrants to purchase an aggregate of 4,541,672 shares of Common Stock exercised their repriced warrants during this period, and the Company therefore issued 4,541,672 shares of Common Stock and replacement warrants to purchase 4,541,672 shares of Common Stock. In addition, the antidilution provisions of the debentures and warrants of holders who did not participate in the warrant repricing resulted in adjustments to the conversion price or exercise price, as the case may be, of those debentures and warrants, resulting in an increase of 2,005,620 in the number of shares underlying the debentures and an increase of 1,467,092 in the number of shares underlying the warrants.

5



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The revised Article V, Section 1 would read in its entirety as follows:

“ARTICLE V

Section 1. Number of Authorized Shares . The total number of shares of stock which the Corporation shall have the authority to issue shall be Five Hundred Fifty Million (550,000,000) shares. The Corporation shall be authorized to issue two classes of shares of stock, designated “Common Stock” and “Preferred Stock.” The Corporation shall be authorized to issue Five Hundred Million (500,000,000) shares of Common Stock, each share to have a par value of $.001 per share, and Fifty Million (50,000,000) shares of Preferred Stock, each share to have a par value of $.001 per share.” "

From 10KSB (Annual Report) dated 3/31/06: "General and Administrative Expenses

General and administrative expenses for the twelve months ended December 31, 2005 and December 31, 2004 were approximately $9,304,000 and $2,332,000, respectively. The principal increase in expense in the current periods versus the same periods last year is a result of additional salary costs related to the addition of key personnel, increased professional fees related to ACT's merger into a public company, and costs of preparing documents and records for various public filings with the Securities and Exchange Commission. " These general and administrative expenses dwarf the R&D expenses. What's up with that? I would guess that general and administrative expenses will go down this coming year. Does anyone have a handle on these expense projections?

Why has the pumping stopped cold turkey? This board is dead. Question: Does ACTC have one or two public relations firms that it pays? Did ACTC cut off the old public relations firm contract, or did it expire?

Looking at the financings, if you are a plain common shareholder it looks like you are at the end of the chow line...and, "butter-inners" look to be constantly cutting that line with their preferred instruments of "high" (I would ethically call it low) finance.

Some information from 3/31/06 10SKB SEC filing of ACTC about its recent financings. It's extremely complicated. For a small company the complexity of the financings they do is mind boggling. Clearly they pay most everything in stock or an instrument that can be turned into stock. On the bright side, it seems that the conversion of debentures and warrants at a .95 stock price was much better than the $2.35 and 2.50 or so strike prices you can see in the filings. The company should try to get out of the habit of paying so many consultants (pr people, lawyers, investment bankers, money lenders, whathaveyou, etc.) so freely with the stock of the company. To me it looks like a habit. Anyway, here are some details of the financings that are head-spinning and interesting: "Recent Sales of Unregistered Securities; Uses of Proceeds From Registered Securities

Recent Sales of Unregistered Securities

Set forth below is disclosure relating to all sales of unregistered securities over the last three fiscal years. The issuances of the equity securities described below were made in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, relating to sales by an issuer not involving a public offering, and/or pursuant to the requirements of one or more of the safe harbors provided in Regulation D under the Securities Act or, in the case of equity compensation to employees, directors and eligible consultants, Rule 701 therewith.

On November 4, 2005, we issued a warrant to purchase 174,075 shares of common stock at an exercise price of $2.54 per share to The Investor Relations Group Inc. in connection with investor relation services provided to us.

On October 10, 2005, we issued a warrant to purchase 150,000 shares of common stock at an exercise price of $2.53 per share to Crystal Research Associates in connection with investor relation services provided to us.

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On October 5, 2005, we issued a warrant to purchase 500,000 shares of common stock at an exercise price of $2.53 per share to Bristol Capital, LLC in connection with consulting services provided to us.

On October 3, 2005, we issued 90,566 shares of common stock to a former officer of the company pursuant to a cashless exercise of a 100,000 share warrant exercisable at $0.25 per share.

On September 18, 2005, we issued 20,000 shares of common stock to Torkildson Katz Fonseca Moore & Hetherington in settlement of accounts payable for services provided to the company prior to the January 31, 2005 merger.

On September 16, 2005, we issued 175,000 shares of common stock to Pillsbury Winthrop Shaw & Pittman in settlement of accounts payable for services provided to the company prior to the January 31, 2005 merger.

On September 15, 2005, we entered into a securities purchase agreement with certain accredited investors for the issuance of an aggregate of $22,276,250 principal amount convertible debentures with an original issue discount of 20.3187%. In connection with the closing of the sale of convertible debentures, we received gross proceeds of $17,750,000. The convertible debentures are due and payable three years from the date of issuance, unless sooner converted into shares of our common stock. The conversion price of the debentures is $2.30, subject to anti-dilution and other customary adjustments. In connection with the securities purchase agreement, we also issued warrants to purchase an aggregate of 4,842,663 shares of our common stock. The term of the warrants is five years and the exercise price is $2.53 per share, subject to anti-dilution and other customary adjustments.

On September 15, 2005, in connection with the September 2005 financing, we issued a warrant to purchase 1,162,239 shares of common stock at an exercise price of $2.53 per share, to T.R. Winston & Company, LLC.

On September 14, 2005, as part of the settlement agreement relating to the litigation entitled Gary D. Aronson and John Gorton v. A.C.T. Group, Inc., Advanced Cell Technology, Inc., Michael D. West, and Gunnar L. Engstrom pending in Commonwealth of Massachusetts Superior Court, Worcester, C.A. No. 040523B, we issued to Gary Aronson and John Gorton unsecured convertible promissory notes in the aggregate amount of $600,000, bearing interest at the rate of 7.5% per annum and maturing July 1, 2006, referred to as the settlement note. The settlement note may be prepaid at any time without penalty. The holders of the settlement note have the right to convert the settlement note, in whole or in part, into our common stock at the price specified in the settlement warrants. We also issued to Aronson and Gorton warrants to purchase 422,727 shares of our common stock, preferred stock or other non-debt securities issued by us at an exercise price of $2.20 per share of common stock or per share of common stock underlying any preferred stock or other non-debt securities.

On September 14, 2005, we issued a warrant to purchase 50,000 shares of common stock at an exercise price of $2.20 per share to Reinaldo Diaz in connection with consulting services provided to us.

On September 14, 2005, we issued a warrant to purchase 33,000 shares of common stock at an exercise price of $2.20 per share to William Woodward in connection with consulting services provided to us.

On January 31, 2005, our Board of Directors approved the establishment of the 2005 Stock Incentive Plan, referred to as the 2005 Plan, subject to approval of our shareholders. The Board approved stock option grants to employees and consultants totaling 7,808,335 under the 2005 Plan. These grants included 7,273,335 awarded to employees and 535,000 awarded to consultants.

On January 31, 2005, we closed the merger. We filed a Form 8-K on February 4, 2005 reporting that we had completed the merger transaction and the following issuances of unregistered securities in

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connection therewith. As a result of the merger, all of the outstanding shares of the capital stock of ACT were converted, on a pro rata basis, into the right to receive an aggregate of approximately 18,000,000 shares of our common stock. In addition, all outstanding options and warrants to acquire shares of the capital stock of ACT were converted into the right to receive shares of our common stock, and we have assumed the ACT 2004 Stock Option Plan and the ACT 2004 Stock Option Plan II and all options granted thereunder.

On or about January 27, 2005, we issued 616,124 shares of its common stock and granted associated warrants to purchase 308,062 shares of common stock at a per share price of $1.27 to five holders of $500,000 aggregate principal amount of short-term promissory notes, plus interest of $23,708 in exchange for and in retirement of the notes. The issuance of the notes is described below.

On or about January 15, 2005, we issued 17,647 shares of common stock to Robert Scherne in consideration of accounting services provided to us.

During the period January 3, 2005 through January 31, 2005, we completed a preferred unit offering in which we sold 4,705,890 investment units to a group of accredited investors (within the meaning of Rule 501 of Regulation D) for total consideration of $8,000,000. The completion of the offering resulted in the issuance of 9,411,788 shares of its Series A Preferred Stock and associated warrants to purchase 4,705,890 shares of common stock at a per share price of $1.27. In consideration of services rendered in connection with the preferred unit offering, we paid consultants to the preferred unit offering 469,247 investment units, which resulted in the issuance by us of 469,247 shares of Series A Preferred Stock and associated warrants to purchase 234,629 shares of common stock at a per share price of $1.27.

On December 30, 2004, we issued 1,291,615 warrants to consultants and employees with an exercise price of $2.00 per share, and 1,833,260 cashless warrants with an exercise price of $0.85, as reported in the our Form 8-K filed February 4, 2005. All of these warrants are exercisable for a period of 10 years, enjoy "piggy-back" registration rights and may not be exercised for a period of twelve months from the date of issuance.

On December 13, 2004, our Board of Directors and stockholders approved the establishment of the 2004 Stock Plan II. The total number of common shares available for grant and issuance under the plan may not exceed 1,301,161 shares, subject to adjustment in the event of certain recapitalizations, reorganizations and similar transactions. Common stock purchase options may be exercisable by the payment of cash or by other means as authorized by the committee or the Board of Directors or a committee established by the Board of Directors. As of December 31, 2004, we had granted 1,301,161 common stock purchase options under the plan to certain employees and consultants of ours.

On December 13, 2004, we granted warrants to certain employees and consultants to purchase 1,954,000 shares of common stock at a price of $0.25 per share in consideration for consulting services provided to us.

On November 30, 2004, we granted warrants to purchase 100,000 shares of common stock at a per share price of $0.25 to a former executive of the company in connection with the termination of his employment contract. The warrants are exercisable on or after April 1, 2005 and lapse if unexercised on April 1, 2010.

On November 26, 2004, we granted to Andwell, LLC warrants to purchase 250,000 shares of common stock at a per share price of $0.05 in connection with the early release of $500,000 of escrowed funds from the preferred unit offering escrow account. The warrants are exercisable immediately upon issuance and lapse if unexercised on November 26, 2006.

During the period August 2004 through October 2004, we issued promissory notes aggregating $500,000 face value to certain accredited investors, within the meaning of Rule 501 of Regulation D,

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for cash proceeds of $450,000 and the assumption of $50,000 of debt owed by ACT Group to one of its creditors. The notes were convertible at the option of the holder into shares of our capital stock sold in a subsequent financing, at an amount equal to the lowest per share selling price of shares of that stock issued in such financing. As described above, these notes were converted into our common stock and warrants on January 27, 2005. As additional consideration for the purchase of the notes, we granted to the note holders warrants entitling them to purchase 700,000 common shares at an exercise price of $0.05. Warrants for 300,000 shares were exercisable immediately upon issuance and expire two years from the date of issue. Warrants for 400,000 shares are exercisable on or after February 1, 2006 and expire February 1, 2008.

On August 12, 2004, our Board of Directors approved the establishment of the 2004 Stock Plan, subject to approval by our stockholders on or before August 12, 2005. Stockholder approval was received on December 13, 2004. The total number of common shares available for grant and issuance under the plan may not exceed 2,800,000 shares, subject to adjustment in the event of certain recapitalizations, reorganizations and similar transactions. Common stock purchase options may be exercisable by the payment of cash or by other means as authorized by the committee or the Board of Directors or a committee established by the Board of Directors. At December 31, 2004, we had granted 2,604,000 common share purchase options under the plan.

On September 27, 2003, we issued 2,596,967 shares of its common stock to its majority stockholder pursuant to the cashless exercise of 3,051,738 options.

Use of Proceeds from Registered Securities

Not Applicable. "
http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=4317233&Type=HTML

I was thinking about the debenture/warranty issue. Initially these instruments were keyed to something like $2.50 per share, exercise price. Then, of course, we notice that sometime around August 22 to 25 (and this is wierd because I say a filing with an August 22 date for repricing) these certificates were repriced at .95, followed by the Nature public relations inferno. Now, at what price did the investors buy these debentures? Certainly they must not have been happy to see the exercise price drop from $2.50 or so to .95. Yet maybe they bought them much lower than .95. And for the warrant holders, guess they were happier since rising to $2.50 or so could be a long or never ending wait. So it does seem that the debenture/warrant people have it made in the shade...but would like to understand what their situation is and how well they made out.

Who doesn't have an agenda? Everyone does. When ACTC gleefully says lopping off an eighth of an embryo is "bad outcome" free for the embryo's future, I take this as something not to be believed at ACTC scientist face value. I really don't like the glee that the ACTC scientists show towards slicing an embryo and saying that the minus one eighth little fella is going to do just fine in the future. Then who likes talk of all these surviving embryos when in reality all the embryos for the experiment in question had no chance for suvival? 1984. Read it and see the connections between aggressive biotech and truth and ethics. 1984.

I'm a citizen and I don't like to see ordinary people hyped out of their savings. Is that a good enough reason to participate in a public forumn in a political and economic debate about biotech companies and the way they are prone to hyping the public on subjects that are dear and important to us all? Are only shareholders allowed to enter into this debate?