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mikeyk

08/13/08 1:24 AM

#14522 RE: The Night Stalker #14521

This should answer your question, it comes from yesterdays PRER14A filing for the upcoming shareholders meeting, you'll want to read page 11, page 12 explains the new share structure:

3rd paragraph, 1st sentence is the most important IMO for the share structure, and if I read this correctly, there goes the dilution theory, and the shorts just may have to pay up (page 12):

The proposed increase in the number of authorized shares of common stock will not change the number of shares of common stock outstanding or the rights of the holders of such stock.

http://www.otcbb.com/asp/Info_Center.asp

(Page 11:)

At the time we completed each of the September 2007 Financing, the November 2007 Financing and the May 2008 Financing, our management believed that we had sufficient authorized and unissued shares available for issuance (at the then applicable conversion and exercise prices) upon (i) conversion of the September 2007 Debentures, the November 2007 Debentures and the May 2008 Debentures (collectively, the “Debentures”) and (ii) the September 2007 Warrants, the November 2007 Warrants and the May 2008 Warrants (collectively, the “Warrants”). Following the completion of the May 2008 Financing, certain holders of the September 2007 Debentures and the November 2007 Debentures began to convert portions of their respective debentures. During the period from June 10, 2008 to July 3, 2008, the Company received conversion notices from our debenture holders as to $2,976,660 principal and interest amount of the September 2007 Debentures and the November 2007 Debentures; we issued an aggregate of 219,450,818 shares of our common stock in connection with these conversions.