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Re: lifegear post# 66

Friday, 05/02/2008 2:55:48 PM

Friday, May 02, 2008 2:55:48 PM

Post# of 152
No conversion of preferreds yet. Look at the last SC13 filing in Feb 2008. Also may be a few warrants but likely priced considerably higher than current pps. Sounds like maybe 13K warrants.

(1) Does not include all of the shares issuable upon exercise of the warrants owned by MPF, or the shares issuable upon conversion of the non-voting shares of Series A Preferred Stock owned by MPF. The terms of the warrants do not permit the holder to exercise the warrant if it would cause any of Mercator Momentum III, MPF or MAG to beneficially own more than 9.99% of the Issuer’s outstanding common stock. MPF and MAG each beneficially owns 9.99% with only 152,665 shares of common stock issuable upon exercise of the warrants included here. The terms of the Series A Preferred Stock do not permit those shares to be converted if, following the conversion, any of Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Since each of MPF and MAG beneficially owns 9.99% as of the date of this Schedule, none of the shares of Series A Preferred Stock owned by MPF is currently convertible.



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