Wednesday, August 03, 2005 10:50:59 PM
You're saying this deal does not mean shares are issued? Read the filing....and be informed. Did you read the whole filing or just the CEO letter?
From the filing:
On August 1, 2005, we sold $500,000 in principal amount of our three year convertible debentures to Dutchess Private Equities Fund II, LP (the "Investor" ). These debentures bear interest at 8% per annum (payable in cash or stock at our option), and are convertible at the lesser of (i) 80% of the lowest closing bid price of our common stock during the 15 days of full trading prior to the conversion date; or (ii) $0.19.
Upon issuance of the $500,000 in principal amount of debentures, we issued the purchasers five year warrants to purchase 500,000 shares of our common stock at $0.19 per share.
We agreed to register the shares issuable upon conversion of the debentures and upon exercise of the warrants.
Dilutive Effect . The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Subscription Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines following the effective date of the registration statement covering the Common Stock underlying the Debentures (the “Effective Date”). The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Subscription Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Subscription Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
These are my personal comments, observations, opinions and should not be relied upon for any investment decisions, and as always read the SEC filings for the facts of the company
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