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Re: Go_Stocks post# 170

Sunday, 05/01/2005 2:47:53 PM

Sunday, May 01, 2005 2:47:53 PM

Post# of 2659
Re "Inc" and "LLC" - the 8K mentions both at different locations!

Re "Inc":
4. Condition Precedent to Initial Closing. The Company shall have completed its merger with Identity, Inc. within sixty (60) calendar days from the date hereof and secured the quotation of the Company’s Common Stock on the Over the Counter Bullen Board.

Re "LLC":
Under "Section Capitalization"
Except as disclosed in the SEC Documents (as defined in Section 4.5), no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) with the exception of the 12,500,000 shares of the Company’s common stock that will be issued to the shareholders of Identity, LLC pursuant to a merger of the Company and Identity, LLC, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options or warrants (except for the warrants listed on Exhibit C attached hereto), script, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement between the Company and the Secured Party dated the date hereof) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note as described in this Agreement.

So both are mentioned. What does that mean? Sloppy preparation? Maybe. Maybe NOT! I expect clarification by 9:30 at the very latest tomorrow AM. Will I get clarification? I can wait for GOOD news a LONG time. But really shouldn't have to in matters as important as this. The SEC demands full and prompt disclosure on material matters and yet when you are trying to become fully reporting to get to the OTC:BB and off the pinks they put a muzzle on you.

The SEC Must Go!
And jail shorters.



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