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ifida

10/17/04 2:29 PM

#18302 RE: frogdreaming #18301

frogliardreaming....A liar asking people to produce evidence.

Good one.

IFIDA
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chig

10/17/04 3:26 PM

#18304 RE: frogdreaming #18301

ALL:
Be careful as the modis operandi of the paid basher is to create
an air of animosity, usually aimed at theirselves in which the board is consumed timewise by contradictory responses which in turn steers the thread away from civil behavior. This "consuming method" stirs up the pot and they walk away leaving it to boil.
Let's not fall into the trap. Ask for proof or give an ultimatum.
But calling "liar" falls into the trap. Negative statements should only have to be made once, as in an opinion. If it continues, there is obvious motive to create angst and should be dealt with.
The facts are plain: WE DON"T KNOW ALL THE FACTS. Yet Frog and Spook act they know all the facts. Don't let them puppet you.
Regards.
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gunnabeoneday

10/17/04 8:58 PM

#18310 RE: frogdreaming #18301

wow, the frogster is obviously dis-oriented.....I wonder if he'll ask ming to remove this latest post once he realizes how far he's fallen.....if frog had any credibility left [lol], he's sure pissed it away this weekend. And I'm a guy who gives most the benefit of a doubt and really provides some latitude in discussion.....but this has a very desperate tone to it:


"the calculation suggests that there is NO direct connection between owning 51.7% of the 'equity' and owning 51.7% of the voting rights. Given that the 'Control' word has never been mentioned, it is a safe bet that DNAP will NOT have voting control over Biofrontera.

I defy anyone to produce evidence to the contrary."



I still can't believe he said that!

Help, I've fallen and I can't get up.....

dnap, please, just for frog, issue a special pr that states "WE CONTROL BIO"....frog needs to hear it in those words, otherwise it can't be true....that's funny.

it's a sad day in frogville!

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worktoplay

10/17/04 9:33 PM

#18311 RE: frogdreaming #18301

toad...So much to correct, so little time...

First, Gabriel was an original partner with Gomez in Genbiomics dating back to it's incorporation in January 2002. Gomez became a member of the Board of Directors in February 2002. The company entered into a subsequent consulting agreement with Genbiomics. That being the case, he obviously didn't just spring on the scene in early 2003.

Second, Gabriel and Tamborini agreed to acquire an interest in Biofrontera in July 2003, but didn't actually acquire the shares until May 2004. This is documented in the agreement.

Third, DNAPrint's interest will represent 51.7% of ALL classes of stock in play, including Common Shares, Preferred A, and Preferred B shares. All classes of stock carry a single vote, thus, DNAPrint will have majority voting control.

In addition, with specific regard to the Biofrontera Business Plan, DNAPrint will CLEARLY be driving the bus. You have already pointed out that DNAPrint will hold 68% (better than two thirds) of the Preferred B Shares. It is specifically the Preferred B Shareholders that will approve the Business Plan, to the exclusion of the other two classes:

4. The Use of Proceeds

4.1 The proceeds from the share capital increase pursuant to Clause 2, i.e., the aggregate Additional Payments pursuant to Subclause 2.4, shall be used for purposes of funding growth, e.g., for working capital needs, capital expenditures and the general corporate purposes of the Company, in accordance with the business plan (Business Plan) to be set up by the Company without undue delay. The Business Plan shall be agreed upon by the Company and the B Investors based on an Internal Vote of the B Investors.

4.2 The Shareholders agree to aim for an IPO on a stock exchange in particular Nasdaq, NYSE or an European stock exchange, whichever may be preferable to optimise the shareholders' value.


I believe this would constitute "evidence to the contrary" as you have requested.

Later,
W2P