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Re: sunsetstrip post# 31469

Saturday, 02/15/2003 11:34:15 AM

Saturday, February 15, 2003 11:34:15 AM

Post# of 93862
Shareholders should exercise their rights and petition management for transparency on the paper filing with the SEC dated 01/15/03.

http://www.sec.gov/cgi-bin/browse-edgar?company=E+DIGITAL&CIK=&filenum=&State=&SIC=&....

The filing was made pursuant to Regulation D Section 4(6) of the Securities Act of 1933 which exempts from registration:


transactions involving offers or sales by an issuer solely to one or more accredited investors, if the aggregate offering price of an issue of securities offered in reliance on this paragraph does not exceed the amount allowed under section 3(b) [$5,000,000], if there is no advertising or public solicitation in connection with the transaction by the issuer or anyone acting on the issuer's behalf, and if the issuer files such notice with the Commission as the Commission shall prescribe.


My understanding is e.Digital has issued unregistered securities to an accredited investor.

To reitterate- shareholders should request further information speaking to the amount of shares sold and proceeds raised. The direct importance of this matter is compounded by the adustable conversion price provisions of the recently issued Series D Preferred Stock.


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