Drinks Americas Holdings, Ltd. (DKAM)

[sneaky_peaky]

This is rather comical that this stock gave up 20% yesterday. Especially since the news that was issued was OLD news. Here is the press release from January 31.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT;
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On January 30, 2007 (the "Closing Date") we sold to five investors (the "Investors") an aggregate of 4,444,444 shares of our common stock, $.001 par value ("Common Stock"), at a price of $1.80 per share generating gross proceeds of $8,000,000, and warrants to purchase an aggregate of 3,777,778 shares of our Common Stock for a purchase price of $3.00 per share (the "Warrants"). The Warrants which are exercisable for a five year period commencing on the sixth month anniversary of the Closing Date, contain cashless exercise provisions, which apply in certain circumstances, and full ratchet anti-dilution provisions. Out of the gross proceeds of this Offering, we paid Midtown Partners & Co., LLC (the "Placement Agent") $640,000 in commissions and $160,000 for non-accountable expenses. We will also pay the Placement Agent commissions equal to 10% of the purchase price of Common Stock acquired on the exercise of the Warrants, if and when that occurs. We also issued to the Placement Agent, warrants to acquire 444,444 shares of our Common Stock for a purchase price of $3.00 per share (the "Placement Agent Warrants"), which warrants are substantially similar to the Warrants issued to the Investors, except they do not contain full ratchet anti-dilution provisions.


We have agreed to use our best efforts to file, within 45 days of the Closing Date, a Registration Statement covering the resale of the shares of Common Stock issued to the Investors and the Placement Agent as well as the shares of Common Stock which may be purchased under the Warrant and the Placement Agent Warrant and to cause such Registration Statement to be declared effective by the Securities and Exchange Commission under the Securities Exchange Act of 1934, within 90 days of the Closing Date. In the event, we do not satisfy these requirements in a timely fashion we will be subject to penalties equal to 1% of the purchase price paid by the Investors for the Common Stock for each thirty (30) days that elapse prior to the satisfaction of the requirements, except that the aggregate maximum amount of the penalties that may be imposed for such failure is 20% of the aggregate amount paid for our Common Stock by the Investors. In addition, the cashless exercise provisions of the Warrant and the Placement Agent Warrant will apply if at any time after one year from the Closing Date there is no effective Registration Statement for the resale of the shares of Common Stock purchasable thereunder.

Mr. J. Patrick Kenny, our President and Chief Executive Officer, and Mr. Frederick Schulman, one of our Directors, agreed that for a two-year period commencing on the Closing Date, they will not sell 10,000,000 (for Mr. Kenny) and 700,000 (for Mr. Schulman) shares of our Common Stock which they now own.

Like I said yesterday, Friday for the filing you saw yesterday got them in within the 45 days. These were the shares that we saw in the press release then that gave them the cash to clean up the balance sheet and make them viable to execute their business plan and go global. Back then, it carried the stock from $2.90 to $3.58 from 1/31 to 2/5 and to new all time highs because of the implication of the news.

It also states once again that there were warrants issued that could not be exercised for 6 months. That means the price of the stock has to be over $3.00 AFTER 6 months from the date of closing, or July 31.

Since this was a private placement, the company needs to file that the shares are eligible for sale. This would be the opposite of restricted 144 shares where the person holding the shares files their eligibility to be sold.

This was in yesterday's press release:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. |X|

This means it will not be immediately. And here is the kicker from yesterday's news:

This prospectus relates to the resale of up to 11,266,667 shares of our common stock by the selling security holders listed in the prospectus commencing on page 35, consisting of 4,444,445 shares of common stock held by selling security holders, up to 4,222,222 shares of common stock that may be issued pursuant to the exercise of common stock purchase warrants and up to 2,600,000 shares of common stock that may be issued to certain selling security holders under the anti-dilution provisions of such warrants. The transactions in which the selling security holders acquired the shares of common stock covered by this prospectus are described in the section of this prospectus entitled "Selling Security Holders."

This clearly states the 4.4 million shares from the private placement being eligible for sale on a delayed or continuous basis. It also clearly states that all those warrants may be issued and if they are, will be available for sale. From above, we know that won't be until July 31 and IF the price is over $3.00 at any time after July 31.

So the net result is the idiots sold this stock off 20% yesterday on the exact same news they had in front of them 45 days ago that carried the stock to all time highs. And even worse, they did it on the "possibility" that 4.4 million shares may hit the tape from time to time. Like I'm going to give the company $8 million and immediately lock in my $2 million loss 45 days later. NOTTTTTTTTTTTTTTTTTTTTTTT!!!!!!!!!!!!!!