This sound familar? From another stock I am in (PLRP)
On March 29, 2001, the Company entered into a Placement Agent Agreement with the May Davis Group, Inc., an NASD member firm, to assist in the sale of the Company's 5% convertible debentures up to an aggregate principal amount of $500,000. In addition, on March 29, 2001, the Company entered into an Equity Line of Credit Agreement with Cornell Capital Partners LP ("Cornell")whereby the Company, subject to certain conditions and limitations, can sell or put to Cornell, from time to time, up to $5 million of its common stock subject to certain market limitations and conditions. Also, pursuant to the Equity Line of Credit Agreement, the Company has agreed to pay to Yorkville Management Advisors LLC, the general partner of Cornell, a fee equal to 2% of each installment amount invested in the Company by Cornell.
>From PLRP April 2001 Registration Statement.
Board of Directors PACEL Corp. 8870 Rixlew Lane, Suite 201 Manassas, Virginia 20109 Ladies and Gentlemen: We have acted as counsel to PACEL Corp., a Virginia corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form SB-2 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") with respect to the registration for resale under the Securities Act of 1933, as amended (the "Act"), of up to 101,550,000 shares of the Company's common stock, no par value per share (the "Shares"), issued by the Company to the selling stockholders named in the Registration Statement as follows:
58,875,000 Shares that may be issued to Cornell Capital Partners under the terms set forth in the equity line of credit agreement dated march 14, 2001 ("Equity Line of Credit Agreement");
5,555,556 Shares of restricted common stock issued to Yorkville Advisors, LLC, Owen May, May Davis Group, Inc. and Trans-Global Capital Holdings, LTD. in accordance with the terms of the Equity Line of Credit Agreement;
250,000 Shares issuable upon the exercise of warrants at $.099 per share ("Warrants") that were issued to Trans-Global Capital Holdings, LTD., Owen May, Mark Angelo, Robert Farrell, Joseph Donohue and Hunter Singer;
6,250,000 Shares issuable upon the conversion of the outstanding principal amount of, and interest due under, the Company's 5% convertible debentures sold and issued to Thomas Kelly, W. David McCoy and the Richard T. Garrett Trust pursuant to the stock purchase agreement dated March 14, 2001 ("Stock Purchase Agreement"). In connection with the registration of the Shares, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby, including but not limited to the Equity Line of Credit Agreement, the Stock Purchase Agreement, the Warrants, the Company's Bylaws and Articles of Incorporation, as amended, and
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