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Mariner*

11/08/07 5:05 PM

#35230 RE: redsox2445 #35174

Items on the table for funding considerations: Reverse Split, Regulation D "REG D", Convertible Debentures like Cornell.

The subject of a reverse split was broached numerous times. No definitive answer was given either way. He seemed backed into a corner on the issue and really did not want to do one, but he is faced with funding criteria.
For instance, Cornell will not give the company any financing through debentures unless they receive collateral in the form of shares that they can use usually at a discount to the market.
How would they ink that funding contract with them if the A/S is almost maxed out?
They would either have to raise the A/S or do a reverse split, one of the two. Anything that is attached to Cornell usually ends in tragedy for the stock, I hope they don't go that route.

Regulation D allows 1 $million for the company,[in the form of shares out of the treasury] one is allowed per year. I believe the filings show that they did one last spring and in 2006.
http://www.sec.gov/cgi-bin/browse-edgar?company=ecarfly&CIK=&filenum=&State=&SIC=&owner=include&action=getcompany

Of course a 504 can have a 505 addition to it if it is under 1 million.
http://www.law.uc.edu/CCL/33ActRls/rule504.html
Note 1: The calculation of the aggregate offering price is illustrated as follows:

If an issuer sold $900,000 on June 1, 1987 under this Rule 504 and an additional $4,100,000 on December 1, 1987 under Rule 505, the issuer could not sell any of its securities under this Rule 504 until December 1, 1988. Until then the issuer must count the December 1, 1987 sale towards the $1,000,000 limit within the preceding twelve months.


Sales under the 505 carry a 1 year restriction.
http://www.sec.gov/answers/rule505.htm

The positive aspects of the CC are the officers of the company are not taking any salary at this time, at all. The current store is profitable currently. They are very pleased with their progress so far and are even looking at property on the I-35 corridor between Texas and Oklahoma for a warehouse. [Of course that takes money and we kind of already covered that]
Spokes person for the company to be released within thirty days or so. SEC filings on the merger should be available within 48 hrs. They are looking at becoming a fully reporting company and up listing to the OTCBB after becoming a fully reporting pink sheet company. They plan on doing another CC maybe in another month if the shareholders would like it. They want feedback on that through the website or the 800 number.
I'm probably missing some stuff that was covered, but these were the main issues that stick out in my mind.
Latter-
Mariner