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oneinamillion

02/04/06 3:04 PM

#92315 RE: DustyD #92312

Well Dusty if the price rises to 5 cents a share. Does the GG deal lose most of it's dilutive issues or is their a cap in the price they have to pay for shares for. ex 1 cents.
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xanadu

02/04/06 3:47 PM

#92326 RE: DustyD #92312

Thanx Dusty, I've read and tried to digest the explanation and feel I may be 1/4th of the way to total clarity. BUT:

When looking for the share data I ran across this which answered one of my questions about how much of the GGI pot have we tapped. BUT, does this mean to say “shares were issued” or debentures were issued”

During 2005, a total of 6,797,000 shares were issued related to the warrant providing us $7,409,203.

My confusion lies within the following paragraph. Do we have 3.3 billion O/S AND over 5 billion shares obligated for debentures?


As of December 31, 2005, we had 3,291,733,490 shares of
common stock issued and outstanding and convertible debentures outstanding that may be converted into an estimated 5,015,487,805 shares of common stock at current market prices, and outstanding warrants to purchase 8,203,000 (out of an original 15,000,0000) shares of common stock. In addition, the number of shares of common stock issuable upon conversion of the outstanding convertible debentures may increase if the market price of our stock declines. All of the shares, including all of the shares issuable upon conversion of the debentures and upon exercise of our warrants, may be sold without
restriction.


Interesting……..We currently own approximately 40,000 titles and approximately 97,638 copies.

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The_Free_Nebula

02/04/06 3:50 PM

#92327 RE: DustyD #92312

I The easiest thing for them to do would be to raise the a/o. How can they control the shareprice and the r/s won't help for two reasons 1. the price would tank as low as it could and 2. I bet there is an anti-dilution clause that protects the creditors...(something like that)
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lesnshawn

02/04/06 4:37 PM

#92344 RE: DustyD #92312

DustyD: Your math is off a bit. No biggie, but going by your example of 100 convertable debentures at $1.09 per would net the $109.00. But, at .01/share their 18% discount would be .0082/share, not .082/share. So, that $109 would garner them 13,292 shares.

.01 * .82 (18% discount) = .0082
109 / .0082 = 13,292.68

Now, the real current story of the 15MM convertable debentures is that they've already cashed in 6,797,000 of them (my math says 6,767,000...typo?) giving them $7,409,203, all made possible by the issuance of 1,810,158,337 shares to the O/S float. You know they'll be tapping the rest of them this year or next so we can expect another issuance of a huge amount of shares to get them. Therefore, I'd say we'll see another increase of the A/S to cover for them unless they pre-pay the debenture at 150%. If that happens, I'll fully expect them to be issued to the O/S.

How a R/S would affect all of this if it happens (IMO, it will), I have no clue. I'm in over my head already trying to understand it all. loL!

Well, at least I know first hand now A LOT more about these type of convertable deals. I'll know the signs next time and hopefully won't be surprised and act accordingly before the hammer falls.

"However, in the event that our
market price is less than $0.015, we will have the option to prepay
the debenture at 150% rather than have the debenture converted. If we
elect to prepay the debenture, Golden Gate may withdraw its conversion
notice. In addition, the selling stockholder is obligated to exercise
the warrant concurrently with the submission of a conversion notice by
the selling stockholder. The warrant is exercisable into 15,000,000
shares of common stock at an exercise price of $1.09 per share.
During 2005, a total of 6,797,000 shares were issued related to the
warrant providing us $7,409,203."

"The Company has $3,187,500 in stock subscriptions receivable that
we believe we will be able to collect in the next twelve months.
Furthermore, we currently have an effective registration statement
under Form SB-2 related to exercisable warrants being registered in
behalf of Golden Gate Investors, Inc. to purchase 15,000,000 shares of
our common stock at $1.09 per share of which approximately 8,233,000
shares still remain as of December 31, 2005 providing future funding
of approximately $8,973,000."

"Issuance of common stock
related to
debt conversion totaling
$67,974 and
exercise of related stock
warrants at
$1.09 per share - Golden
Gate Investors, Inc. 1,810,158,337 (shares)"

Yeah, it can all get pretty confusing to say the least.

lns