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GZFX NEWS!!! - National Rollout at 50%
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[QUOTE]Originally posted by Relentless Despot: [QB] And here folks is your 25 billion Authorized shares... To obtain funding for our ongoing operations, we entered into a Securities Purchase Agreement with Golden Gate Investors, Inc. ("Golden Gate") on November 11, 2004 for the sale of (i) $150,000 in convertible debentures and (ii) warrants to buy 15,000,000 shares of our common stock. In January 2006, we entered into an amendment of the Securities Purchase Agreement with Golden Gate in which the debenture was increased to $300,000 and we issued an additional 15,000,000 warrants to purchase shares of common stock. This prospectus relates to the resale of the common stock underlying these convertible debentures and warrants. The investors provided us with an aggregate of $300,000 as follows: 4 - $100,000 was disbursed to us in November 2004; - $50,000 has been retained for services provided to our company by various professionals, which was disbursed upon effectiveness of the prior registration statement; and - $150,000 was disbursed in January 2006. As of March 20, 2005, $203,391 of the convertible debenture was still outstanding and 20,339,100 shares of common stock were still issuable upon exercise of the warrants. The debentures bear interest at 4 3/4%, mature three years from the date of issuance, and are convertible into our common stock, at the selling stockholder's option. The convertible debentures are convertible into the number of our shares of common stock equal to the dollar amount of the debentures being converted multiplied by 110, less the product of the conversion formula multiplied by 100 times the dollar amount of the debenture being converted, which is divided by the conversion formula. The conversion formula for the convertible debentures is the lesser of (i) $0.20, (ii) eighty two percent of the average of the thee lowest volume weighted average prices during the twenty (20) trading days prior to the conversion or (iii) eighty two percent of the volume weighted average price on the trading day prior to the conversion. Accordingly, there is in fact no limit on the number of shares into which the debenture may be converted. However, in the event that our market price is less than $.005, 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 20,339,100 shares of common stock at an exercise price of $1.09 per share. As a result, if Golden Gate elects to convert a portion of the convertible debenture, it must also exercise a pro-rata portion of the warrant at the same time regardless of the fact that the warrant is exercisable at $1.09 per share and our market price as of March 20, 2006 is $.01. For example, if Golden Gate elects to convert $2,500 of the convertible debenture, this would result in the issuance of 47,659,408 shares of common stock based on a current conversion price of $0057. However, Golden Gate will not be entitled to convert the convertible debenture unless it also exercises the a pro rata portion of the warrant. In this situation, Golden Gate will be required to exercise approximately 248,137 warrants at an exercise price of $1.09 resulting in $270,469 in funding for our company. This next bit is a smart move so they aren't the victims of a hostile take over by GGI... The selling stockholder has contractually agreed to restrict its ability to convert or exercise its warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 9.9% of the then issued and outstanding shares of common stock. Effective Number of Percentage of % Below Price Per Conversion of Shares Outstanding Market Share Price Issuable Stock 25% $.0053 $.0042 5,306,568,043 58.24% 50% $.0035 $.0028 7,970,021,614 67.68% 75% $.0018 $.0014 15,960,382,329 80.75 Now I'm sure you all see why holding this stock for very long is unwise... [/QB][/QUOTE]
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