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lightbeam

10/24/07 8:36 PM

#78220 RE: Jim Bishop #78213

You here forever and have to ask? HMMMMMMMMMMMMMMMMMMMMM! What is your Goal here? IMO Seaway is a holding company or are you thinking something other Company!
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crooked33

10/24/07 8:44 PM

#78221 RE: Jim Bishop #78213

something else is confusing also

"Four of the Series C shares can be converted into a share of common stock at 85% of the market price."

is that like saying that the current common, currently at $.025, is worth 4 times the preferred C? With 4 preferred C you get 1 common? Is that right?

So the wisebuys legacy owners own 1.4M C shares/4 or 350K roughly of common shares? Is that right? Can anyone clarify this for me? Thanks!
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billscomp

10/24/07 8:48 PM

#78225 RE: Jim Bishop #78213

hey jim,
my 1st impression is that if they want to sell now they can get 21.5% of a 5 day closing total which would equall the average price for 5 days pluss a 7.5% bonus. just my thought, or openion. lots of stuff i would like cleared up. b
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texasjerry

10/24/07 9:01 PM

#78233 RE: Jim Bishop #78213

Thanks. That being said , is there a number that computes to if it were converted to cash? 6mil-8mil-etc.
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Sprycel

10/24/07 9:05 PM

#78237 RE: Jim Bishop #78213

Jim, have you looked indepth at the 8K and Exhibits?

I have just been made aware and have verified in the 8K that as of the merger date, "October 23, 2007" the company reported 450,099,879 common shares issued and outstanding!! Along with 100,000 Series B (100% owned by Tom) and 1,458,236 Series C (50% or 721,800 owned by Tom, his sister probably owns the other half)

Now the T/A numbers exceed what was reported as issued and outstanding by the company yesterday by several hundreds of millions of shares.

If you were a betting man that usually rips these things apart, who do you think is right, the official filing or the T/A?

Are we in for a huge surprise with the correction of the number of shares issued and outstanding at the T/A's office? I can't believe with as many attorney's who have done this 8K that the issued and outstanding would be quoted wrong in the 8K???

I would appreciate your thoughts!
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oldhamegg

10/24/07 9:08 PM

#78242 RE: Jim Bishop #78213

simply put, You quoted the 8k wrong "4 series C converts to 1 commons @ 85% of market price." Not 1 series C converts But 4 Series C converts to 85% of 1 commons at market price.

So, further down when your quote "The number of shares of Common Stock to which a holder of Series C Convertible Preferred Stock shall be entitled upon a Conversion shall equal the product obtained by dividing the number of shares of Series C Convertible Preferred Stock being converted by the Conversion Rate. The Conversion Rate shall equal twenty-one and one quarter percent (21.25%) of the average of the Closing Prices on five (5) Trading Days immediately preceding the Conversion Date. For this purpose, "Closing Price" shall mean the last sale price reported on the OTC Bulletin Board (or the closing high bid price, if the Common Stock ceases to be quoted on the OTC Bulletin Board). For this purpose, "Trading Day" shall mean any day during which the New York Stock Exchange shall" etc.. this means simply put again:

21.25% is the conversion rate of 1 series C Convertible Preferred Stock.

4 series C Convertible Preferred Stock is the 4 x 21.25% or 85% = 1 share common.

4 Series C Convertible Preferred Stock = 85% of 1 common.

The average Prices on five (5) Trading Days immediately preceding the Conversion Date is the manner in which to determine the price of stock.


for example: 5 days of trading at .10 would net an average price of .10 * 85% (4 Series C preferred stock certs would then be = 1 common @ a purchase price of .085)

imo