Michelex Corp (fka MLXO)

[alleyoop007]

investo,you may learn something about cornell here,,each seda has its own terms,,here is a bit of excerpt from one that allows them to short,,directly.ps:newbridge is owned by mark angelo,,founder of ccp
Newbridge Securities Corp. acted as advisor to Global Concepts in connection with the Standby Equity Distribution Agreement that Global Concepts made with Cornell Capital Partners in November 2004. In compensation, Global Concepts issued 303,030 shares to Newbridge Securities Corp. Newbridge Securities Corp. also acted as advisor to Global Concepts in connection with the Standby Equity Distribution Agreement that Global Concepts made with Cornell Capital Partners in August 2004. In compensation, Global Concepts issued 49,975 shares to Newbridge Securities Corp.

Plan of Distribution

The selling shareholders may sell shares from time to time in public transactions, on or off the OTC Bulletin Board, or in private transactions, at prevailing market prices or at privately negotiated prices, including, but not limited to, one or more of the following types of transactions:


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* ordinary brokers' transactions;
* transactions involving cross or block trades
* purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus;
* "at the market" to or through market makers or into an existing market for our common stock;
* in other ways not involving market makers or established
* trading markets, including direct sales to purchasers or sales effected through agents;
* through transactions in options, swaps or other derivatives (whether exchange-listed or otherwise);
* in privately negotiated transactions; or
* to cover short sales.

In effecting sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate in the resales. The selling shareholders may enter into hedging transactions with broker-dealers, and in connection with those transactions, broker-dealers may engage in short sales of the shares. The selling shareholders may also sell shares short and deliver the shares to close out the short position. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery to the broker-dealers of the shares, which the broker-dealer may resell using this prospectus. The selling shareholders may also pledge the shares to a broker-dealer and, upon a default, the broker or dealer may effect sales of the pledged shares using this prospectus.

Brokers, dealers or agents may receive compensation in the form of commissions, discounts, or concessions from selling shareholders in amounts to be negotiated in connection with the sale. The selling shareholders and any participating brokers or dealers will be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any such commission, discount or concession may be deemed to be underwriting compensation.

Information as to whether underwriters whom the selling shareholders may select, or any broker-dealer, is acting as principal or agent for the selling shareholders, the compensation to be received by underwriters that the selling shareholders may select or by any broker or dealer acting as principal or agent for the selling shareholders, and the compensation to be paid to other broker- dealers, in the event the compensation of such other broker-dealers is in excess of usual and customary commissions, will, to the extent required, be set forth in a supplement to this prospectus. Any dealer or broker participating in any distribution of the shares may be required to deliver a copy of this prospectus, including a prospectus supplement, if any, to any person who purchases any of the shares from or through such broker or dealer.

We have advised the selling shareholders that, during any time when they are engaged in a distribution of the shares, they are required to comply with Regulation M promulgated under the Securities Exchange Act. With certain exceptions, Regulation M precludes any selling shareholder, any affiliated purchasers and any broker-dealer

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or other person who participates in a distribution from bidding for or purchasing or attempting to induce any person to bid for or purchase any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of our common stock.

We will not receive any of the proceeds from the selling shareholders' sale of their common stock.

THE SELLING SHAREHOLDERS

Cornell Capital Partners, LP is using this prospectus to sell shares of Global Concepts common stock to the public. Cornell Capital Partners currently owns 4,242,424 shares. It may also acquire Global Concepts shares in three ways:

- Cornell Capital Partners may use this prospectus to reoffer to the public shares that it is entitled to acquire by converting into common stock a Secured Con- vertible Debenture issued to it by Global Concepts. The Debenture, which is in the principal amount of $2,500,000, is convertible by Cornell into Global Concepts common stock at $.20 per share, for a total of 12,500,000 shares if Cornell Capital Partners converts the entire Debenture.

- Cornell Capital Partners may use this prospectus to reoffer to the public up to 5,000,000 shares that it is entitled to purchase by exercising a Warrant to purchase shares at $.25 per share.

- Cornell Capital Partners may also use the prospectus to reoffer to the public up to 39,572,615 shares that it may purchase from Global Concepts from time to time pursuant to the terms of a Standby Equity Distribution Agreement. The Standby Equity Distribution Agreement gives Global Concepts a conditional right to sell shares to Cornell Capital Partners at a discount to the market price, which Cornell Capital Partners will then resell to the public using this prospectus. The Agreement permits Global Concepts to demand a maximum of $250,000 from Cornell Capital Partners every six trading days until August ___, 2007. At the market price of $.133 on August 11, 2005, a drawdown of $250,000 would entail the sale of over 2,000,000 shares by Global Concepts to Cornell Capital Partners.


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In each of the situations described above, the number of shares that Cornell Capital Partners may acquire, either voluntarily by conversion or as a result of a demand by Global Concepts, can never be such that Cornell Capital Partners would own more than 9.9% of the outstanding shares of Global Concepts.

G&H Management, L.L.C. is using this prospectus to resell to the public up to 20,000,000 shares of Global Concepts common stock that G&H currently owns. The managers of G&H Management, L.L.C. are the two members of Global Concepts' Board of Directors, and the owners of G&H Management are the families of those board members.

The Margolies Family Trust is using this prospectus to resell to the public up to 18,789,473 shares of Global Concepts common stock that the Trust may acquire by converting a Convertible Debenture issued to it by Global Concepts in March 2005. The Debenture is in the principal amount of $2,499,000, which was the amount of debt that the Margolies Family Trust surrendered in exchange for the Debenture. The Debenture is convertible at the public market price at the time of conversion.

Michael Seeley is using this prospectus to offer to the public 1,000,000 shares of common stock that he acquired in settlement of a litigation with Global Concepts.

Stanley Chason, Shazamstocks Inc., Benjamin Perrone, Rosenberg Rich Baker Berman & Co., and Newbridge Securities Corp. are using this prospectus to offer to the public an aggregate of 6,703,005 shares of common stock that Global Concepts issued to them in compensation for consulting or employment services.
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