Re: Not Sure I Believe the Warrant Theory - Kelmacster from 13-g
in response to
by
posted on
Feb 28, 2007 04:32AM
Item 4. |
Ownership |
|||||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
||||||||
|
(a) |
Amount beneficially owned: Lincoln Ventures, LLC - 30,167,239* Swartz Private Equity, LLC - 30,167,239* |
||||||
|
|
* Assuming that the Issuer had 304,719,593 shares issued and outstanding as of February 9, 2006, which is the number indicated by a certified statement from the Issuer’s transfer agent, Interwest Transfer Company, Inc, then Lincoln Ventures, LLC (“Lincoln”) and Swartz Private Equity, LLC (“SPE”) have beneficial ownership of the above number of shares of common stock. Lincoln and Swartz each hold Warrants to purchase common stock of the company. The documents governing the terms of the Warrants contain a provision prohibiting Lincoln and SPE, as applicable, from exercising warrants for shares of Common Stock if doing so would result in the Reporting Persons and their affiliates beneficially owning shares of Common Stock that represent more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. As a result, the Reporting Persons did not beneficially own more than 9.99% of the outstanding Common Stock. This number assumes that Lincoln Ventures, LLC and Swartz Private Equity, LLC may be deemed to be affiliated and under common control.
|