Replies to post #32167 on American Green Inc (ERBB)

[cgibellino]

I see

[gregg99]

what does the filing have to do with your deep pocket investors buying MMXT stock ? If the merger is going to happen, what would be the difference if they are buying now or after the merger ? You aren't making any sense. You are disputing the fact that this is dead money until the merger, and yet you are claiming deep pockets want to get in but are waiting for the merger to be complete.

[neilbolton]

Mario

what are they waiting for? The sb2 just became effective Friday!

The supposition from your statement that the deep pocket investors were waiting on the SB2 to become effective so they can get in on the deal is completely false.

The SB2 was already effective when it was first filed in June 2004 and the company could and did sell shares under the prospectus after that date. The rules are that a post-effective amended SB2 must be filed for each quarter that the company intends to sell shares under the prospectus, if (among other things) there are material changes relating to the company that investors ought to be made aware of. That is why we have had 4 amended filings since the original.

Deep pocket investors could have bought shares under the prospectus at any time up until September 30th because of the 1st, 2nd and 3rd SB2/A amendments. In fact during Q3, 600,000 shares were sold under the prospectus to an investor for $30K.

Because of recent material changes, a new SB2/A was needed to be filed as the company had entered a new reporting period (Q4).

That 4th amended SB2/A needed to be filed to allow shares to be sold in Q4, but it is utterly false to claim, as you seem to be doing, that they couldn't have bought shares under the prospectus prior to September 30th. They could and some did.

Read the declaration in the SB2 again.

The undersigned registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which is
being registered) any deviation from the high or low end of the
estimated maximum range may be reflected in the form of prospectus
filed with the commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(c) To include any additional or changed material information on the plan
of distribution.