Secure Path Tech Holdings Inc. (fka SPHT)

[wolf2]

gitmancip,

You've been around awhile, certainly much longer than me. Maybe, if you don't mind, you can help me understand a little better what I'm reading in these SEC filings. It appears that Rascals is dumping a large volume of shares into the market???

thanks,
wolf

424B3 filed 1/27/04

"Outstanding Shares
Rascals has issued only one class of stock: its common stock. On the date of this prospectus there were 10,410,028 shares of common stock outstanding. There are no significant options, warrants or securities convertible into Rascals common stock outstanding."
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001107802%252D04...


SB-2/A filed 2/14/04

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Maximum Proposed Maximum
Class of Amount Offering Price Aggregate Amount of
Securities to to be Per Offering Registration
be Registered Registered Share (3) Price (3) Fee
-----------------------------------------------------------------------------
Common Stock,
$.001 par value 51,532,076(1) $0.215 $11,079,397 $ 896.33

Common Stock,
$.001 par value 13,034,582(2) $0.17 $ 2,215,879 $ 280.76
--------
Total Fee: $1,177.09
========
(1) The amount registered with the initial filing is the sum of (a)




4,071,231 shares to be offered by the Selling Shareholders and (b) 47,460,845 shares which would be issued to Cornell Capital Partners if all shares that may be put to Cornell Capital Partners under the Equity Line of Credit Agreement were put to it at a purchase price based on the closing bid price on December 15, 2003.
(2) The additional shares being registered with this amendment are additional shares that may be put to Cornell Capital Partners under the Equity Line of Credit Agreement if they were put to it at a purchase price based on the closing bid price on February 6, 2004.

(2) The proposed offering price is estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c), a registration fee of $896.33 was paid on December 17, 2003 based upon $.215, the closing price of the Common Stock reported on the OTC Bulletin Board on December 15, 2003. Pursuant to Rule 457(c), a additional registration fee of $280.76 is being paid with this amendment based upon $.17, the closing price of the Common Stock reported on the OTC Bulletin Board on February 6, 2004.

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001107802%252D04...