posted
Unfortunately the 3.8 billion is as of March 20th.
This filing states that Golden Gate is converting a few billion shares for resale.
"This prospectus relates to the resale by the selling stockholder of up to 5,836,435,851 shares of our common stock, including up to 5,816,096,751 shares of common stock underlying convertible debentures and up to 20,339,100 issuable upon the exercise of common stock purchase warrants."
Leading to this:
"Common stock to be outstanding after the offering
Up to 7,703,157,540 shares assuming the full exercise of our warrants and conversion of our convertible debentures"
then down a couple of lines:
"The above information regarding common stock to be outstanding after the offering is based on 3,805,420,606 shares of common stock outstanding as of March 20, 2006 and assumes the subsequent conversion of our issued convertible debentures and exercise of warrants by our selling stockholder. "
So now it depends on what GGI depends on doing with their shares. Hold em or dump em. I wouln't bet on them holding long.
-------------------- I just want to make enough money to be eccentric. Posts: 2412 | From: Atlanta | Registered: Aug 2005
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posted
Not good for the investor right now but that would give them $58 million dollars or more. Which is what they need by May for the rollout and anything else. With a rollout like that they would need a lot more DC's and inventory.
-------------------- My post is not a sell, buy or hold recommendation. Posts: 279 | Registered: Nov 2005
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posted
Hoss,it looks like they just promised them shares priced at 1.08 in 3 years and if its not to this price they will sell them into the market...I had my broker buddy look it over and this is what he came up as well just skimming through it.He will look at it deaper and get back to me and then Ill report back.
posted
Unfortunately they are only getting $22 million, but they should still be able to do a lot with it.
"Use of proceeds
We will not receive any proceeds from the sale of the common stock. However, we will receive up to $22,169,619 upon exercise of the warrants by the selling stockholder. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. We received an aggregate of $203,392 in connection with the issuance of the convertible debenture to the selling stockholder. We used the $203,391 for the general working capital purposes and the payment of professional fees."
and that isn't until the warrants are exercised.
-------------------- I just want to make enough money to be eccentric. Posts: 2412 | From: Atlanta | Registered: Aug 2005
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quote:Originally posted by iwearpro: Hoss,it looks like they just promised them shares priced at 1.08 in 3 years and if its not to this price they will sell them into the market...I had my broker buddy look it over and this is what he came up as well just skimming through it.He will look at it deaper and get back to me and then Ill report back.
Let us know what he says! But FYI, I have a series 7 license too.
Those warrants have to be exercised when they convert the other shares..
"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"
-------------------- I just want to make enough money to be eccentric. Posts: 2412 | From: Atlanta | Registered: Aug 2005
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quote:Originally posted by iwearpro: Hoss,it looks like they just promised them shares priced at 1.08 in 3 years and if its not to this price they will sell them into the market...I had my broker buddy look it over and this is what he came up as well just skimming through it.He will look at it deaper and get back to me and then Ill report back.
Let us know what he says! But FYI, I have a series 7 license too.
Those warrants have to be exercised when they convert the other shares..
"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"
Hey I have a series 7 too. Wait... Mines a 7 series BMW.....
All sounds good to me Hoss. They could have very well just raised the O/S and dumped it in the market right away. It sounds to me like they want the pps to rise IMHO
posted
My guess is that the selling will be coordinated with subsequent PRs. If the next few PRs are powerful, we're alright. If they're fluff, it might be unpleasant...
Posts: 10 | From: SE | Registered: Dec 2005
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quote:Originally posted by jaztile1: Hoss can you explain in simple english please!!
GGI loaned GZFX money. If they want to, GGI can say that they want to be repaid in shares instead of in cash.
This registration statement says that GGI just accepted 5.8 billion shares as repayment.
To be paid in three years or if the pps drops below .007 the will start to sell them off and dilute.This does not affect the O/S and pps at all right now as long as the terms of the loan are met.
As illustrated, the number of shares of common stock issuable upon conversion of our convertible debentures will increase if the market price of our stock declines, which will cause dilution to our existing stockholders.
Posts: 1077 | Registered: Sep 2005
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posted
this company is growing pretty fast it looks like.. whats the short/mid/long term potential of it?
Posts: 101 | Registered: Aug 2005
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posted
Ok guys thanks for all who voted me, I appreciate it.
Did anyone notice that Those who are making a big deal about the form are those who were out today?
We closed at high of the day, we are in an uptrend, we are getting more PRs and our company is growing.
AgentX was saying today "damn i wish i had stayed in" and then this came out and he's hoping to make it look horrible to a lot of newbies.
I said i wouldn't but here is my predicition. Shes gonna go up right away in the morning and alot of newbies will sell because they don't understand this form is relevant to growth. Then all the smart buyers like myself will buy up those shares because we think its a deal and we will go back up. Our resistance for tomorrow is 0.168...it will be hard to get through IMO, but we WILL make it through it and there wont be a red day tomorrow.
All in my opinion, and to thos of you i singled out about not being in and using this filing as a PPS dropper to get in...no worries guys i would be doing the same thing lol.
Have a good night all
-------------------- If you do your 20's right, You are set for life. Posts: 659 | Registered: Nov 2005
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posted
When people realize that this limits how many shares can hit the OS from the pool of authorised shares & realise that GZFX states they will file another update if it goes beyond what GZFX has stated, they will know that this was some sweet news.
In addition we all know these shares will be converted on a time table, not all at once.
Furthermore it's priced in! We've been moving higher agressively with full knowledge tha there's 25 billion AS. So far as I can read this limits the shares moved to OS to about 5 billion. None of which have to be issued or put on market!
Please tell me if I'm wrong!
This news is GOOD!
Posts: 4363 | From: waldorf,maryland,USA | Registered: Mar 2004
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imakmony2005
unregistered
posted
Nice Crash, To the moon!!!!!! I would have liked to see a monkey on the tail hanging on.LOL
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quote:Originally posted by whizknock: When people realise that this limits how many shares can hit the OS from the pool of authorised shares & realise that GZFX states they will file another update if it goes beyond what GZFX has stated, they will know that this was some sweet news.
In addition we all know these shares will be converted on a time table, not all at once.
Furthermore it's priced in! We've been moving higher agressively with full knowledge tha there's 25 billion AS. So far as I can read this limits the shares moved to OS to about 5 billion. None of which have to be issued or put on market!
Please tell me if I'm wrong!
This news is GOOD!
from what im seeing your right, any filing that mentions stock shares immediately freaks people out. It may dip down slightly in the morning from the simple freak out factor. If it does Im going to take the opportunity to buy more. b/c im thinking it will rally in the afternoon. Theres a lot of money being thrown at GZFX right now, and i think solid pr's are going to come steady. not sure if this has been posted yet.
If there's a drastic dip I actually might buy shares tomorrow too for the hell of it. Right now I'm sitting on a fat core none of which I paid more than .0089! Just the same * .015 this is a bargain as I'm now convinced we will see .07 before the year's out & may see runs that greatly exceed that. All just my verry humble oppinion!
posted
Crash First of all I was out on Tuesday not today plus with news like CC deal this stock should of been at around .03 or more but its not, why? This stock has burned a lot of people before. So there was a little move today of what 14% big deal, which suckered some people in. I was only disappointed that I didn't flip this today because that's all its good for maybe I was afraid because I have seen this get massacred to many times, just look at a long term chart and that all you see is selloffs. I should know I have been watching it for 6 months everyday. Now they state they can dump 5.8 billions shares well watch what happens tomorrow!
Posts: 279 | Registered: Nov 2005
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Posted by: KlausVT In reply to: None Date:3/30/2006 6:32:27 PM Post #of 136594
Anybody notice this section in the SB-2:
>>The amount to be registered also includes shares of common stock issuable upon exercise of the warrants, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. Should the conversion ratio of our convertible debentures result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. In addition, should a decrease in the exercise price as a result of an issuance or sale of shares below the then current market price, result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. <<
This should put a nail in the coffin of these R/S utterings as of late!
Also the rate of potential dillution is very limited as GGI has agreed to not exceed 9.9% of the OS and there are substantial warrants associated with the conversion:
>>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.
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.
posted
I'll buy back in on any dip below my sell price. Ain't got no problem with that.
quote:Originally posted by cactus33:
quote:Originally posted by whizknock: When people realise that this limits how many shares can hit the OS from the pool of authorised shares & realise that GZFX states they will file another update if it goes beyond what GZFX has stated, they will know that this was some sweet news.
In addition we all know these shares will be converted on a time table, not all at once.
Furthermore it's priced in! We've been moving higher agressively with full knowledge tha there's 25 billion AS. So far as I can read this limits the shares moved to OS to about 5 billion. None of which have to be issued or put on market!
Please tell me if I'm wrong!
This news is GOOD!
from what im seeing your right, any filing that mentions stock shares immediately freaks people out. It may dip down slightly in the morning from the simple freak out factor. If it does Im going to take the opportunity to buy more. b/c im thinking it will rally in the afternoon. Theres a lot of money being thrown at GZFX right now, and i think solid pr's are going to come steady. not sure if this has been posted yet.
posted
I didn't say you got out today...or at least i didn't mean to. Just sounds bad when you say "damn i sold too soon that sucks" then "this stock is gonna go down with dilution"
But yea we are all here to make money. Good luck to you AgentX
-------------------- If you do your 20's right, You are set for life. Posts: 659 | Registered: Nov 2005
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posted
i love all the small talk. fact is gzfx has got its foot in the door and hasn't even rolled out yet. Just imagine when it does and the type of p/r's we'll see. second fact is this is a strong bullish 2 days. we closed pushing the HOD both days in a row after a big sell off. I am looking to buy more tomorrow b/c we now know that people are investing in this stock, not pumping and jumping. those that jump now are gonna be sorry.
Posts: 2794 | From: nyc | Registered: Aug 2005
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