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Re: frankb325 post# 22919

Friday, 03/23/2012 3:34:16 PM

Friday, March 23, 2012 3:34:16 PM

Post# of 44235
wow thats nice. no PR from thecompany just small time diustributors who are used in PRS to give the illusion of real distribution. Its a share selling operation here......cant you see that. might I remind you just incase you missed real truth....

Crucial pieces not being discussed here, the notes coming due for example after interest is added is over $5 million, after conversions this will be 150-175% LARGER, due to the inability to convert enough shares on time to pay the debt, the late charges push this up greatly:


Quote:
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At the Record Date, approximately $5,004,623 in principal of the notes (plus accrued interest) are convertible into shares of the Company’s common stock assuming a maximum conversion rate of $.02 per share (all convertible debts have a calculation based on a fixed price. If the market price is lower than the fixed price of $.02, then the conversion price is based on 75%-80% of the average of 3 lowest closing
bid prices for the 10-20 days preceding a conversion date but in no event greater than $.02). At the Record Date, the Company’s closing price of its common stock was $.0043 as reported on www.nasdaq.com. However, the debt holder cannot convert more than 4.99% of the outstanding shares of Common Stock per conversion, but the debt holder shall not be limited to aggregate conversions of 4.99%. The conversion price is subject to adjustment in certain circumstances, including the payment of dividends, stock splits and certain share issuances below the conversion price.
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So if that were not enough, there will be another raise in the AS coming soon…lol.. So plenty of more dilution to go around here folks. Another piece not being discussed here:


Quote:
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Specifically, on February 22, 2012, the Company entered into a Subscription Agreement for convertible debt financing in the amount of $1,000,000 with an interest rate of 10% and related Class A Warrants to purchase 50,000,000 shares. Pursuant to this Agreement, the Company must secure shareholder approval on or before June 1, 2012 to reserve 150% of the amount of shares of common stock necessary to allow the conversion of the entire note principal and interest that may accrue thereon on the closing date and 100% of the common stock issuable upon exercise of all of the warrants issued in connection with this Agreement. The Company currently does not have enough authorized shares to provide for this obligation and its other obligations. Failure to reserve this amount is an event of default under the notes and warrants for which liquidated damages will accrue at the rate of two percent (2%) for each thirty (30) days, or pro rata portion thereof, during the pendency of such failure to reserve. The Company also granted a security interest in its assets to these investors. The net proceeds of the financing of approximately $665,000, after deducting placement agent fees, legal fees and the estimated offering expenses borne by the Company, will be used for inventory and product production, payment of certain debt, promotion expenses, employee compensation and benefits, and working capital of the Company.
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And just when you think it will not get any worse:


Quote:
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The issuance of shares upon conversion of the convertible notes and exercise of warrants and options may result in substantial dilution to the interests of other stockholders since the holders of these securities may ultimately convert and sell the full amount issuable on conversion. Although holders of our convertible notes and warrants may not convert and/or exercise if such conversion or exercise would cause them to own more than 4.99% of the Company’s outstanding common stock (or 9.99% if waived), this restriction does not prevent them from converting and/or exercising some of their holdings and then converting the rest of their holdings. In this way, the holders of the Company’s convertible notes could sell more than this limit while never holding more than this limit. This may further dilute the proportionate equity interest and voting power of all holders of the Company’s common stock. Further, with the exception of certain excepted issuances, the issuance of securities at lower prices than existing long-term notes/warrants conversion/exercise prices will reset existing long-term notes and warrants to a lower conversion/exercise price, which will give these holders the right to convert or exercise into substantially more shares of the Company’s common stock.
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Essentially expect massive dilution due to no other way to make the debt payments here and the costs of these payments are significantly higher than forecasted due to the issues of conversion here.



THE REAL DTCC DISCUSSION

http://investorshub.advfn.com/boards/board.aspx?board_id=23867

all in my opinion...but likely fact.

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