1). S1 OFFERING – INITIAL PRICING ADJUSTMENT – In respect of a recent improvement in both the volume and price per share for HHSE common stock, the Board of Directors reviewed a proposal to adjust the S1 offering to set higher pricing and lower total shares sold as a means to achieve the same corporate fund-raising goal (e.g., $1.5-mm initially, $2.5-mm as a secondary raising and $4-mm as a final raising). As previously structured, each raising was to offer 50-million common stock shares. The first offering was to offer shares at $.03 each, followed by offerings at $.05 and $.08 for the second and third tranches, respectively. Due to the improvement in the HHSE share prices, the $.03 share level for the first S1 tranche may no longer represent a significant premium price over market trading, which has been a stated goal of management. It is management’s position that a premium price for the S1 tranches can be justified both from a standpoint of the demonstrable improvement that occurs to the HHSE pricing when faced with volume buys, as well as the goal to create a greater incentive for the S1 purchasers to hold onto the shares for a longer than the short-hold cycle that many in the general marketplace. Accordingly, and subject to consultation from legal counsel, the Board approved a revision of the S1 offering to be modified as follows: a). The First Tranche of shares will be offered at $.05 each, with an allocation of 30-million shares; b). The Second Tranche of shares will be offered at $.08 each, with an allocation of 30-million shares; c). The Third Tranche of shares will be offered at $.10 each with an allocation of 40-million shares. This plan, if approved by counsel and implemented, will result in a total potential issuance of 100-million shares, as opposed to the prior structure which would require the sale of 150-million shares to raise substantially the same amount of capital for HHSE (e.g., $7.9-mm instead of $8-mm).
