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08/01/07 10:51 AM

#8823 RE: NLionGuy #8821

supposedly up to 17.5M shares per filings for the Cornell debt (principal).

The total number of shares sold herewith includes the following shares owned by or to be issued to Cornell Capital Partners LP: (i) up to 17,500,000 shares issuable upon conversion of our principal amount $2,825,000 10% secured convertible debentures, which are convertible into shares of our common stock at a fixed price equal to $.40 per share

this whole episode started w/around 79.4M shares OS post-RS, and it's now at 94M per chunga, or, a ballpark of 14.6M shares issued since the RS (or, almost 20% dilution).

the other 12.2M shares in the registration (total 26.8M) are supposedly for warrants:

(ii) 1,000,000 shares issuable upon exercise of warrants at a price equal to $.50 per share, (ii) 1,500,000 shares issuable upon exercise of warrants at a price equal to $1.00 per share, (iii) 2,300,000 shares issuable upon exercise of warrants at a price equal to $0.25 per share, and (iv) 2,000,000 shares issuable upon exercise of warrants at a price equal to $0.65 per share, and (v) 2,500,000 shares issuable upon exercise of warrants at a price equal to $0.75 per share,.

and

This Offering

Shares offered by Selling Stockholders

Up to 26,800,000 shares, based on current market prices, including (i) up to 17,500,000 shares issuable upon conversion of our principal amount $2,825,000 10% secured convertible debentures, which are convertible into shares of our common stock at a fixed price equal to $.40 per share, (ii) 1,000,000 shares issuable upon exercise of warrants at a price equal to $.50 per share, (ii) 1,500,000 shares issuable upon exercise of warrants at a price equal to $1.00 per share, (iii) 2,300,000 shares issuable upon exercise of warrants at a price equal to $0.25 per share, (iv) 2,000,000 shares issuable upon exercise of warrants at a price equal to $0.65 per share, and (v) 2,500,000 shares issuable upon exercise of warrants at a price equal to $0.75 per share.

This number represents approximately 33.72% of our current outstanding stock.


http://www.sec.gov/Archives/edgar/data/1156784/000114420406050988/v059435_sb2-a.htm

wonder just how many of those shares were issued at "a fixed price equal to $.40 per share,..."?!?!