e.Digital Corporation (fka EDIG)

[JBocca9801]

Sentinel--

The S-3 does not state what some are implying. Here is the reference some folks are jabbering about:

6. REGISTRATION RIGHTS On or before June 30, 2003, the Company shall undertake to file a registration statement for the resale of the Conversion Shares with the Securities and Exchange Commission ("SEC") on Form S-3 or other appropriate form, and will utilize commercially reasonable efforts to make such registration statement effective as soon as possible thereafter.

Perhaps the ones doing the jabbering should spend a little more time learning about registration statements instead of pontificating.

Additionally, this section of the conversion agreement seemed to conveniently be glossed over:

(L) INVESTMENT INTENT. The Series D Preferred Stock is being acquired for long-term investment only for my own account and not with a view to, or for sale in connection with, any distribution of the Series D Preferred Stock or any Conversion Shares. I do not have any present intention of distributing or selling any of the Series D Preferred Stock or any interest therein.

As always, JMHO.