Replies to post #136512 on InCapta Inc (INCT)

[willpower102]

bump:
Posted by: KlausVT
In reply to: None
Date:3/30/2006 6:32:27 PM
Post #of 136417

Anybody notice this section in the SB-2:

>>The amount to be registered also
includes shares of common stock issuable upon exercise of the
warrants, as such number may be adjusted as a result of stock splits,
stock dividends and similar transactions in accordance with Rule 416.
Should the conversion ratio of our convertible debentures result in
our having insufficient shares, we will not rely upon Rule 416, but
will file a new registration statement to cover the resale of such
additional shares should that become necessary. In addition, should
a decrease in the exercise price as a result of an issuance or sale
of shares below the then current market price, result in our having
insufficient shares, we will not rely upon Rule 416, but will file a
new registration statement to cover the resale of such additional
shares should that become necessary.
<<

This should put a nail in the coffin of these R/S utterings as of late!

Also the rate of potential dillution is very limited as GGI has agreed to not exceed 9.9% of the OS and there are substantial warrants associated with the conversion:

>>For example, if Golden Gate elects to convert $2,500 of the
convertible debenture, this would result in the issuance of
47,659,408 shares of common stock based on a current conversion price
of $0057. However, Golden Gate will not be entitled to convert the
convertible debenture unless it also exercises the a pro rata portion
of the warrant. In this situation, Golden Gate will be required to
exercise approximately 248,137 warrants at an exercise price of $1.09
resulting in $270,469 in funding for our company.

The selling stockholder has contractually agreed to restrict its
ability to convert or exercise its warrants and receive shares of our
common stock such that the number of shares of common stock held by
them and their affiliates after such conversion or exercise does not
exceed 9.9% of the then issued and outstanding shares of common stock.

Cheers

[matchboxsc]

Klaus, my gosh, that was an awesome, insightful, and educational post! I truly thank you. Oh Patriot of GZFX, you are MEMBERMARKED!

BEST WISHES TO YOU!

[Stocksquire]

very nice post. fortunately, it will be lost on the naysayers here, who cannot understand what it means.

[bag8ger]

Any bad results as a result of the para is a function of pps.

Fleming isn't the only one who should dislike flippers and others of their ilk who make a living trading at a low pps.

[PatD100]

A very good post > from KlausVT.

[PatD100]

A very good post #136403 > from KlausVT.

[gh128]

Oh, crap this is good news....

"Golden Gate will not be entitled to convert the
convertible debenture unless it also exercises the a pro rata portion
of the warrant. In this situation, Golden Gate will be required to
exercise approximately XXX,XXX warrants at an exercise price of $1.09
resulting in $XXX,XXX in funding for our company. "

This prospectus relates to the resale by the selling stockholder of up to 5,836,435,851 shares of our common stock, including up to 5,816,096,751 shares of common stock underlying convertible debentures and up to 20,339,100 issuable upon the exercise of common stock purchase warrants.

This means they have to exercise the warrants at $1.09 if they want to exercise the convertible debentures.

Was this a stipulation in the first financing package?

[Buffalobill91]

oh my goodness. Very good post my friend---membermark to you for saving me a headache trying to figure that out----

Am I right in assuming then that is very very good news because it will not be in GGs best interest to dilute until the pps gets to at least several pennies per share otherwise they would be making a minimal return on their investment----and since they can only have 9.9% of the os the lower that they dilute they only hurt themselves ---- so up up up we go… thats what I get out of it anyway.

I just hope people just dont see the 5.8b and run for the exit in ignorance

I guess JF and co negotiated a bit harder this go round.

[Stock Stallion]

Now that everyone has said what the filing ISN'T, click on KlausVT's post and see what IT IS! READ IT ALL BEFORE POSTING.

amazing how so few get it. this filing is nothing bad.
its people that don't know how to read that create panic.

thanks KlausVT, consider yourself member marked.