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SPIN

01/20/04 5:35 PM

#26713 RE: zen 88 #26711

edit: Zen, maybe i am wrong.

it wouldn't be the first or last time.

but the offering states that 4,862,532 shares are included in the offering.

the # of warrants disclosed is 931,309

4,862,532 - 931,309 = 3,931,223

it *still* doesn't add up & one has to assume that 100% of the warrants were exercised (which makes no financial sense given the $2.62 strike v. a $2.01 close (now $1.87 in AH)) just to get even close to your premise.

even assuming 100% exercise of the warrants & backing out the 146,905 shares going to JP Marlin, errr, Carey, i still don't get to the 3,725,263 shares first stated in the Nov PR. i get 3,784,318 which still leaves 59,055 shares unaccounted (AND one has to assume that every single warrant @ $2.62 is reflected there, which given the price & the 3 year term, it doesn't make sense to me).

there's more going on here IMO...

& Zen, if i'm 100% wrong, i'll 100% acknowledge it.

edit: & Zen, i don't really care what "Mark & Teri" or "Michael & Lisa" told you about their desire to hold the shares. of the two, only "Michael & Lisa" have declared they will be beneficially holding any shares after the offering.

fact is that 4,862,532 (- 335K -335K - 750K - 65,790 - 9,539) = 3,367,203 shares are declared to be sold upon the offering... moreover, the filing doesn't seem to say anything about the 931,309 warrants being exercised. why would anyone pay $2.62 for a stock that last traded at a $0.75 discount ($1.87)?!?

it just doesn't add up Zen...