I've been playing IGAI since January, so I'll play it my way.
As long as you play it your way, we will all be happy.
Beside 3 flips of this in 1 day is enough for me.
Good luck all.
10, I'll see you next time.
-------------------- Before you criticize someone, try walking a mile in their shoes, then when you do, you'll be a mile away and have their shoes.
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posted
well pickemlow, looks like you're feelin pretty randy today...I'll be feelin more like that when my trades look a little better...igai just ain't workin out the way I planned...it better move SOON
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quote:Originally posted by pick em low: my world! back to PHEI !!
rode SEIH multi day .0025 to .059 a while ago
Back in 2004?
I flipped it pretty good over the last 2 months. I think it was SEIHE though.
-------------------- Before you criticize someone, try walking a mile in their shoes, then when you do, you'll be a mile away and have their shoes.
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IGIA, INC. (Name of small business issuer in its charter)
Delaware (State or other Jurisdiction of Incorporation or Organization) 5963 (Primary Standard Industrial Classification Code Number) 33-0601498 (I.R.S. Employer Identification No.)
16 East 40 th Street, 12 th Floor New York, NY 10016 (212) 575-0500 (Address and telephone number of principal executive offices and principal place of business)
Avi Sivan, Chief Executive Officer IGIA, INC. 16 East 40 th Street, 12 th Floor New York, NY 10016 (212) 575-0500 (Name, address and telephone number of agent for service)
Copies to: Gregory Sichenzia, Esq. Yoel Goldfeder, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas, 21st Flr. New York, New York 10018 (212) 930-9700 (212) 930-9725 (fax)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. _________
Title of each class of securities to be registered Number of Shares to be registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee Common stock, $0.001 par value issuable upon conversion of Callable Secured Convertible Notes (2) 50,000,000 (3) $ .0061(4 ) $ 305,000.00 $ 32.64 Common stock, $0.001 par value (5) 10,000,000 $ .0061(3 ) $ 61,000.00 $ 6.53 Total 60,000,000 $ 366,000.00 $ 39.17
(1) Includes shares of our common stock, par value $0.001 per share, which may be offered pursuant to this registration statement, which shares are issuable upon conversion of callable secured convertible notes held by the selling stockholders. In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon conversion of the callable secured convertible notes, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. The number of shares of common stock registered hereunder represents a good faith estimate by us of the number of shares of common stock issuable upon conversion of the callable secured convertible notes and upon exercise of the warrants. For purposes of estimating the number of shares of common stock to be included in this registration statement, we calculated a good faith estimate of the number of shares of our common stock that we believe will be issuable upon conversion of the callable secured convertible notes and upon exercise of the warrants to account for market fluctuations, and antidilution and price protection adjustments, respectively. Should the conversion ratio 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.
(2) Shares issuable upon conversion of $500,000 in callable secured convertible notes sold pursuant to a Securities Purchase Agreement on July 27, 2006.
(3) Includes a good faith estimate of the shares underlying the callable secured convertible notes to account for market fluctuations.
(4) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, using the average of the high and low price as reported on the Over-The-Counter Bulletin Board on October 2, 2006, which was $.0061 per share.
(5) Such shares were issued o n October 4, 2006 in connection with the conversion of $52,000 of interest due (based on a closing market price of $0.0052) on unsecured promissory notes.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2006
IGIA, INC. 60,000,000 SHARES OF COMMON STOCK
This prospectus relates to the resale by the selling stockholders of up to 60,000,000 shares of our common stock, including up to 10,000,000 shares of common stock currently held by selling stockholders and 50,000,000 shares of common stock underlying secured convertible notes in a principal amount of $500,000. The secured convertible notes are convertible into our common stock at the lower of $0.04 or 25% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The selling stockholders may be deemed underwriters of the shares of common stock, which they are offering. We will pay the expenses of registering these shares.
Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934 and is listed on the Over-The-Counter Bulletin Board under the symbol "IGAI.ob". The last reported sales price per share of our common stock as reported by the Over-The-Counter Bulletin Board on November 15, 2006, was $0.0033.
Investing in these securities involves significant risks. See "Risk Factors" beginning on page 8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is __, 2006.
The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed by IGIA, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.
PROSPECTUS SUMMARY 5 RISK FACTORS 8 USE OF PROCEEDS 16 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 16 BUSINESS 29 EMPLOYEES 31 DESCRIPTION OF PROPERTY 32 LEGAL PROCEEDINGS 32 MANAGEMENT 34 EXECUTIVE OFFICERS AND DIRECTORS 34 EXECUTIVE COMPENSATION 36 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 38 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39 DESCRIPTION OF SECURITIES TO BE REGISTERED 40 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 40 PLAN OF DISTRIBUTION 40 PENNY STOCK 42 SELLING STOCKHOLDERS 43 TERMS OF SECURED CONVERTIBLE NOTES 45 LEGAL MATTERS 48 EXPERTS 48 AVAILABLE INFORMATION 48
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.
IGIA, INC.
We are in the business of the direct marketing and distribution of proprietary and branded personal care and home care products.
For the six months ended August 31, 2006, we generated $5,719,966 in revenue and net income of $9,777,076, which net income resulted primarily from the $1,538,650 unrealized gain on adjustment of derivative and warrant liability to the fair value of IGIA securities underlying the Callable Secured Convertible Notes discussed in this Prospectus and $14,008,772 in net income from extinguishment of pre-petition liabilities in connection with the business restructuring and reorganization under Chapter 11 of our Tactica International, Inc. subsidiary. In addition, for the year ended February 28, 2006, we generated revenue of $25,532,151 and a net loss of $17,158,737. As a result of recurring losses from operations and a net deficit in both working capital and stockholders’ equity, Russell Bedford Stefanou Mirchandani LLP, in their report dated May 18, 2006, have expressed substantial doubt about our ability to continue as going concern.
Our principal offices are located at 16 East 40 th Street, 12 th Floor, New York, NY 10016, and our telephone number is (212) 575-0500. We are a Delaware corporation.
Common stock offered by selling stockholders Up to 60,000,000 shares, including up to 50,000,000 shares of common stock underlying secured convertible notes in the principal amount of $500,000.
This number represents 21.94% of our current outstanding stock.
Common stock to be outstanding after the offering Up to 273,464,177 shares.
Use of proceeds We will not receive any proceeds from the sale of the common stock. However, we have received gross proceeds of $500,000 from the sale of the secured convertible notes. The proceeds received from the sale of the callable secured convertible notes have been used for business development purposes, working capital needs, payment of consulting and legal fees and borrowing repayment.
Over-The-Counter Bulletin Board Symbol IGAI.ob
The above information regarding common stock to be outstanding after the offering is based on 223,464,177 shares of common stock outstanding as of November 15, 2006 and assumes the subsequent conversion of our issued secured convertible notes by our selling stockholders with respect to 50,000,000 shares of our common stock.
July 2006 Financing
To obtain funding for the purpose of payment of general corporate and operating expenses we entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 27, 2006 for the sale of (i) $500,000 in callable secured convertible notes and (ii) stock purchase warrants to buy 75,000,000 shares of our common stock. On July 27, 2006, we received net proceeds of $89,933.79, after deducting expenses of $15,066.21, and $395,000 was placed in escrow to be distributed to the Company in equal payment over the subsequent four months. This prospectus relates to the resale of the common stock underlying these callable secured convertible notes.
The callable secured convertible notes bear interest at 6%, mature three years from the date of issuance, and are convertible into our common stock, at the investors' option, at the lower of (i) $0.04 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of November 15, 2006, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $0.0028 and, therefore, the conversion price for the secured convertible notes was $0.0007. Based on this conversion price, the $500,000 callable secured convertible notes, excluding interest, were convertible into 714,285,714 shares of our common stock.
We may prepay the callable secured convertible notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the callable secured convertible notes and the market price is at or below $.06 per share. The full principal amount of the callable secured convertible notes is due upon default under the terms of callable secured convertible notes. In addition, we have granted the investors a security interest in substantially all of our assets and intellectual property as well as registration rights.
The warrants are exercisable until seven years from the date of issuance at a purchase price of $0.009 per share. In addition, the exercise price of the warrants is adjusted in the event we issue common stock at a price below market.
The investors have contractually agreed to restrict their ability to convert the callable secured convertible notes and exercise the warrants and receive shares of our common stock such that the number of shares of our common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of our then issued and outstanding shares of our common stock.
In addition, in connection with the foregoing financing, we agreed to amend the terms of the $760,000 in notes issued to the investors on June 7, 2006 to provide that the notes are convertible into our common stock, at the Investors' option, at a conversion price equal to the lower of (i) $0.04 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. The notes when issued were convertible into our common stock at a conversion price equal to the lower of (i) $0.04 or (ii) 35% of the average of the lowest intraday trading prices for our common stock during the 20 days before, but not including, the conversion date.
Debt Conversion
On October 4, 2006 the Company converted $52,000 of interest due (based on a closing market price of $0.0052) on unsecured promissory notes issued to Avi Sivan, our Chief Executive Officer, and Prem Ramchandani, our President, into an aggregate of 10,000,000 shares of our common stock. This prospectus relates to the resale of this common stock.
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