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Re: DustyD post# 92312

Saturday, 02/04/2006 4:37:33 PM

Saturday, February 04, 2006 4:37:33 PM

Post# of 286614
DustyD: Your math is off a bit. No biggie, but going by your example of 100 convertable debentures at $1.09 per would net the $109.00. But, at .01/share their 18% discount would be .0082/share, not .082/share. So, that $109 would garner them 13,292 shares.

.01 * .82 (18% discount) = .0082
109 / .0082 = 13,292.68

Now, the real current story of the 15MM convertable debentures is that they've already cashed in 6,797,000 of them (my math says 6,767,000...typo?) giving them $7,409,203, all made possible by the issuance of 1,810,158,337 shares to the O/S float. You know they'll be tapping the rest of them this year or next so we can expect another issuance of a huge amount of shares to get them. Therefore, I'd say we'll see another increase of the A/S to cover for them unless they pre-pay the debenture at 150%. If that happens, I'll fully expect them to be issued to the O/S.

How a R/S would affect all of this if it happens (IMO, it will), I have no clue. I'm in over my head already trying to understand it all. loL!

Well, at least I know first hand now A LOT more about these type of convertable deals. I'll know the signs next time and hopefully won't be surprised and act accordingly before the hammer falls.

"However, in the event that our
market price is less than $0.015, we will have the option to prepay
the debenture at 150% rather than have the debenture converted. If we
elect to prepay the debenture, Golden Gate may withdraw its conversion
notice. In addition, the selling stockholder is obligated to exercise
the warrant concurrently with the submission of a conversion notice by
the selling stockholder. The warrant is exercisable into 15,000,000
shares of common stock at an exercise price of $1.09 per share.
During 2005, a total of 6,797,000 shares were issued related to the
warrant providing us $7,409,203."

"The Company has $3,187,500 in stock subscriptions receivable that
we believe we will be able to collect in the next twelve months.
Furthermore, we currently have an effective registration statement
under Form SB-2 related to exercisable warrants being registered in
behalf of Golden Gate Investors, Inc. to purchase 15,000,000 shares of
our common stock at $1.09 per share of which approximately 8,233,000
shares still remain as of December 31, 2005 providing future funding
of approximately $8,973,000."

"Issuance of common stock
related to
debt conversion totaling
$67,974 and
exercise of related stock
warrants at
$1.09 per share - Golden
Gate Investors, Inc. 1,810,158,337 (shares)"

Yeah, it can all get pretty confusing to say the least.

lns



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