Anybody notice this section in the SB-2:
>>The amount to be registered also
includes shares of common stock issuable upon exercise of the
warrants, as such number may be adjusted as a result of stock splits,
stock dividends and similar transactions in accordance with Rule 416.
Should the conversion ratio of our convertible debentures result in
our having insufficient shares, we will not rely upon Rule 416, but
will file a new registration statement to cover the resale of such
additional shares should that become necessary. In addition, should
a decrease in the exercise price as a result of an issuance or sale
of shares below the then current market price, result in our having
insufficient shares, we will not rely upon Rule 416, but will file a
new registration statement to cover the resale of such additional
shares should that become necessary.
<<
This should put a nail in the coffin of these R/S utterings as of late!
Also the rate of potential dillution is very limited as GGI has agreed to not exceed 9.9% of the OS and there are substantial warrants associated with the conversion:
>>For example, if Golden Gate elects to convert $2,500 of the
convertible debenture, this would result in the issuance of
47,659,408 shares of common stock based on a current conversion price
of $0057. However, Golden Gate will not be entitled to convert the
convertible debenture unless it also exercises the a pro rata portion
of the warrant. In this situation, Golden Gate will be required to
exercise approximately 248,137 warrants at an exercise price of $1.09
resulting in $270,469 in funding for our company.
The selling stockholder has contractually agreed to restrict its
ability to convert or exercise its warrants and receive shares of our
common stock such that the number of shares of common stock held by
them and their affiliates after such conversion or exercise does not
exceed 9.9% of the then issued and outstanding shares of common stock.
Cheers
