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Delaware	6770	20-3195916
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

 

Mitchell S. Nussbaum, Esq.	Arthur S. Marcus, Esq. Peter J. Bilfield, Esq.
Loeb & Loeb LLP	Gersten Savage LLP
345 Park Avenue	600 Lexington Avenue
New York, New York 10154	New York, New York 10022
(212) 407-4159	(212) 752-9700
(212) 407-4990—Facsimile	(212) 813-9768—Facsimile

 

 

 

 

 

 

 

 

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Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security (1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and one Warrant (2)	14,375,000 units	$8.00	$115,000,000	$13,535.50
Shares of Common Stock included as part of the units (2)(4)	14,375,000 Shares	—	—	—(3)
Warrants included as part of the units (2)(4)	14,375,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the units (4)	14,375,000 Shares	$6.00	$86,250,000	$10,151.63
Representative’s Unit Purchase Option	1	$100	$100	—(3)
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”) (4)	875,000 units	$8.80	$7,700,000	$906.29
Shares of Common Stock included as part of the Representative’s Units (4)	875,000 Shares	—	—	—(3)
Warrants included as part of the Representative’s Units (4)	875,000 Warrants	—	—	—(3)
Shares of Common Stock underlying the Warrants included in the Representative’s Units (4)	875,000 Shares	$6.00	$5,250,000	$617.93
Total			$214,200,100	$25,211.35

 

(1)	Estimated solely for the purpose of calculating the registration fee.

 

(2)	Includes 1,875,000 units and 1,875,000 shares of Common Stock and 1,875,000 Warrants underlying such units which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

 

(3)	No fee pursuant to Rule 457(g).

 

(4)	Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants, the Representative’s Unit Purchase Option and the Warrants included in the Representative’s Units.

 

 

 

 

 

 

 

 

·	One share of our common stock; and

 

·	One warrant.

 

 

 

 

 

 

 

 

 

		Public offering price			Underwriting discount and commissions (1)			Proceeds, before expenses, to us
Per unit		$	8.00		$	0.56		$	7.44
Total		$	100,000,000		$	7,000,000 (2	)	$	93,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		August 26, 2005
		Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)		$	(55,212	)	$	92,425,000
Total assets			225,000			92,425,000
Total liabilities			200,000			—
Value of common stock which may be redeemed for cash (approximately $7.26 per share)			—			18,150,920
Stockholders’ equity			25,000			74,274,080

 

 

 

 

 

·	The amount in the trust account, including all accrued interest (net of taxes payable), as of two business days prior to the proposed consummation of the business combination,

 

·	Divided by the number of shares of common stock sold in the offering.

 

 

 RISK FACTORS 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	May significantly reduce the equity interest of investors in this offering;

 

·

Will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors;

 

·	May adversely affect the voting power or other rights of holders of our common stock if we issue preferred stock with dividend, liquidation, compensation or other rights superior to the common stock; and

 

·	May reduce the prevailing market prices for our common stock warrants and units.

 

 

·	Default and foreclosure on our assets if our operating cash flow after a business combination were insufficient to pay our debt obligations;

 

·

Acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;

 

·	Our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and

 

·	Our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Solely dependent upon the performance of a single business, or

 

·	Dependent upon the development or market acceptance of a single or limited number of products or services.

 

 

 

 

 

 

 

 

·	Make a special written suitability determination for the purchaser;

 

·	Receive the purchaser’s written agreement to a transaction prior to sale;

 

·	Provide the purchaser with risk disclosure documents that identify certain risks associated with investing in “penny stocks” and that describe the market for these “penny stocks” as well as a purchasers legal remedies; and

 

·	Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Levying fines;

 

·	Revoking our business and other licenses; and

 

·	Requiring that we restructure our ownership or operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Restrictions on the nature of our investments; and

 

·	Restrictions on the issuance of securities,

 

 

 

·	Registration as an investment company;

 

·	Adoption of a specific form of corporate structure; and

 

 

·	Reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 

 

 

 

 

 

 

 

 

 

 

		Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds		$	100,000,000		$	115,000,000
Offering expenses (1)
Underwriting discount (7% of gross proceeds)(2)			7,000,000			8,050,000
Legal fees and expenses (including blue sky services and expenses)			340,000			340,000
Miscellaneous expenses			137,869			137,869
Printing and engraving expenses			50,000			50,000
Accounting fees and expenses			25,000			25,000
SEC registration fee			25,211			25,211
NASD registration fee			21,920			21,920
Net proceeds
Held in trust			90,800,000			104,750,000
Not held in trust			1,600,000			1,600,000
Total net proceeds		$	92,400,000		$	106,350,000
Use of net proceeds not held in trust
Legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiation of a business combination and the preparation and filing of the related proxy statement		$	300,000			18.75	%
Payment for office space and administrative and support services (approximately $7,500 per month for up to two years)			180,000			11.25	%
Due diligence of prospective target businesses			300,000			18.75	%
Legal and accounting fees relating to SEC reporting obligations			150,000			9.37	%
Working capital to cover miscellaneous expenses (including potential deposits, down payments or funding of a “no-shop, standstill” provision with respect to a particular business combination), D&O insurance and reserves			670,000			41.88	%
Total		$	1,600,000			100.00	%

 

(1)

A portion of the offering expenses, including the SEC registration fee and NASD filing fee and approximately $55,000 of legal and accounting fees, have been paid from the loans we received from our officers and directors described below. These funds will be repaid out of the proceeds of this offering not being placed in trust upon consummation of this offering.

 

(2)

Rodman & Renshaw, LLC has agreed to deposit 2.0% of the gross proceeds attributable to the underwriters’ discount into the trust account until the earlier of the consummation of a business combination or the liquidation of the trust account. They have further agreed to forfeit any rights to, or claims against, such proceeds unless we successfully consummate a business combination.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public offering price					$	8.00
Net tangible book value before this offering		$	(.02	)
Increase attributable to new investors			5.68
Pro forma net tangible book value after this offering						5.66
Dilution to new investors					$	2.34

 

		Units Purchased						Total Consideration						Average Price Per Share
		Number			Percentage			Amount			Percentage
Existing stockholders			3,125,000			20.0%		$	25,000			.025%		$	.008
New investors			12,500,000			80.0%		$	100,000,000			99.975%		$	8.00
			15,625,000			100.0%		$	100,025,000			100.00%

 

 

Numerator:
Net tangible book value before the offering		$	(55,212	)
Net Proceeds from this offering after expenses			92,400,000
Offering costs paid in advance and excluded from tangible book value before this offering			80,212
Less: Proceeds held in trust subject to redemption for cash ($90,800,000 × 19.99%)			(18,150,920	)
		$	74,274,080
Denominator:
Shares of common stock outstanding prior to the offering(1)			3,125,000
Shares of common stock included in the units offered			12,500,000
Less: Net Shares subject to redemption (12,500,000 × 19.99%)			(2,498,750	)
			13,126,250

 

 

 

 

		August 26, 2005
		Actual			As Adjusted
Notes payable to stockholders		$	200,000		$	—
Total debt		$	200,000		$	—
Common stock, $.0001 par value, -0- and 2,498,750 shares which are subject to possible redemption, shares at redemption value (1)		$	—		$	18,150,920
Stockholders’ equity:
Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding		$	—		$	—
Common stock, $.0001 par value, 100,000,000 shares authorized; 3,125,000 shares issued and outstanding; 13,126,250 shares issued and outstanding (excluding 2,498,750 shares subject to possible redemption), as adjusted			313			12,813
Additional paid-in capital			24,687			74,261,267
Deficit accumulated during the development stage
Total stockholders’ equity		$	25,000		$	74,274,080
Total capitalization		$	225,000		$	92,425,000

 

(1)

If we consummate a business combination, the redemption rights afforded to our public stockholders may result in the redemption for cash of up to approximately 19.99% of the aggregate number of shares sold in this offering at a per-share redemption price equal to the amount in the trust account, inclusive of any interest thereon (net of taxes payable), as of two business days prior to the proposed consummation of a business combination divided by the number of shares sold in this offering.

 

(2)	Does not include outstanding warrants to purchase 3,125,000 of our common stock held by our existing stockholders prior to the offering.

 

 

 

 

 

·	May significantly reduce the equity interest of our stockholders;

 

·

Could cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors; and

 

·	May adversely affect the voting power or other rights of holders of our common stock if we issue preferred stock with dividend, liquidation, compensation or other rights superior to the common stock; and

 

·	May adversely affect prevailing market prices for our common stock.

 

 

·	Default and foreclosure on our assets if our operating revenues, after a business combination, were insufficient to pay our debt obligations;

 

·

Acceleration of our obligations to repay the indebtedness even if we will have made all principal and interest payments when due, if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant were breached without a waiver or renegotiation of that covenant;

 

·	Our immediate payment of all principal and accrued interest, if any, if the debt security were payable on demand; and

 

·	Our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Intellectual property or patent research;

 

·	Pharmaceutical and biotechnology research and development (including clinical trials);

 

·	Generic drug raw material supply, manufacturing and packaging;

 

·	Paralegal and medical transcription services;

 

·	Data mining;

 

·	Database creation; and

 

·	Analytical services, such as equity research, econometric modeling, competitive intelligence, industry reports and financial modeling.

 

 

·	Billing, accounting and other financial services;

 

·	Software research and development and related support functions; and

 

·	Transaction processing, including customer service operations.

 

 

 

·

Established capability for providing highest quality standards. SEI-CMM is the Software Engineering Institute’s Capability Maturity Model, which assesses the quality of organizations’ management system processes and methodologies. According to NASSCOM’s Strategic Review Report 2005, out of the 275 companies which have various quality certifications, 75 are assessed at SEI-CMM Level 5, their highest ranking.

 

·

Large, highly skilled, relatively low cost English-speaking labor pool. According to NASSCOM Strategic Review Report 2005, the Indian IT industry employed nearly 700,000 software professionals as of March 31, 2005, making it the second largest employer in the IT services industry after the United States. Approximately 250,000 engineering degree and diploma holders enter the workforce annually, with a majority of them entering the IT industry. According to this report, companies could expect total savings of approximately 25% to 50% by using offshore processes primarily because of the differential in wages paid by these companies in comparison to their India-based counterparts. Although wages in India may be rising at a faster pace than wages paid offshore, the labor rate differential is currently anticipated to remain a competitive advantage for Indian companies.

 

·	Time differential which allows 24-hour a day service. With the time differential between India and its largest market, the United States, Indian companies are able to provide a combination of onsite and offshore services on a 24-hour basis on specific projects.

 

 

 

 

 

 

 

 

 

 

 

 

·	Financial condition and results of operation;

 

·	Earnings and growth potential;

 

·	Experience and skill of management and availability of additional personnel;

 

·	Key customer relationships and goodwill;

 

·	Capital requirements;

 

·	Competitive position;

 

·	Need for compliance with GAAP, SEC and Sarbanes-Oxley requirements;

 

·	Domestic and foreign competition;

 

 

·	Proprietary features and degree of intellectual property or other protection of the products, processes or services;

 

·	Regulatory environment of the industry; and

 

·	Costs associated with effecting the business combination.

 

 

 

 

 

 

 

 

 

·	Subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination; and

 

·	Result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	Our obligation to seek stockholder approval of a business combination and to obtain the necessary financial information to be included in the proxy statement to be sent to stockholders in connection with such business combination may delay or prevent the completion of a transaction;

 

·	Our obligation to redeem for cash shares of common stock held by our public stockholders in certain instances may reduce the resources available to us for a business combination;

 

·	Our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses; and

 

·

The requirement to acquire one or more operating businesses that have a fair market value equal to at least 80% of our net assets (excluding any funds held in the trust account for the benefit of Rodman & Renshaw, LLC) at the time of the acquisition could require us to acquire several companies or closely related operating businesses at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more difficult to consummate the business combination.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name		Age		Position
Raju Panjwani		49		Chairman of the Board of Directors
Ramesh Akella		40		President, Chief Strategy Officer and Director
Shekhar Wadekar		46		Executive Vice President, Secretary, Treasurer and Director
Rohit Phansalkar		60		Executive Vice President and Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	None of our officers and directors is required to commit his full time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities.

 

·

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see the previous section entitled “Directors and Officers.”

 

·	Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

 

 

·

Since our directors beneficially own shares of our common stock and warrants which will be released from escrow only in certain limited situations, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, completing a business combination timely and securing the release of their stock.

 

·	If management negotiates their retention as a condition to any potential business combination, management may look unfavorably upon or reject a business combination with a potential target whose owners refuse to retain members of management post-business combination.

 

·	In the event management were to make substantial loans to us in excess of the amount outside the trust fund, they may look unfavorably upon or reject a business combination with a potential target whose owners refuse to repay such amounts.

 

 

·	The corporation could financially undertake the opportunity;

 

·	The opportunity is within the corporation’s line of business; and

 

·	It would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 

 

 

 

 

 

 

 

 

·	Each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 

·	Each of our officers and directors; and

 

·	All our officers and directors as a group.

 

 

					Approximate Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner (1)			Amount and Nature of Beneficial Ownership			Before Offering			After Offering
Raju Panjwani			742,187			23.75			4.75
Ramesh Akella			898,439(2	)		28.75			5.75
Shekhar Wadekar			742,187(3	)		23.75			4.75
Rohit Phansalkar			742,187(4	)		23.75			4.75
All directors and officers as a group (four individuals)			3,125,000(5	)		100.00	%		20.00	%

 

*	less than one (1%) percent.

 

(1)	Unless otherwise indicated, the business address of each of the individuals and entities is c/o Phoenix Capital Partners LLC, 711 Fifth Avenue, Suite 401, New York, NY 10022.

 

(2)	Includes (i) an aggregate of 60,000 shares held by Mr. Akella’s brothers and sister-in-law and (ii) 156,252 shares which Mr. Akella has agreed to transfer only in the event the shares are released from escrow.

 

(3)	Represents shares held in following four trusts for the benefit of Mr. Wadekar, his wife and children.

 

·	The Morning Star Trust;

 

·	The Sunrise Trust;

 

·	The Luna Trust; and

 

·	The Aurora Trust

 

 

(4)	Includes an aggregate of 60,000 shares held by Mr. Phansalkar’s wife, his son and as custodian for the benefit of his daughters.

 

(5)

The existing stockholders hold warrants to purchase an aggregate of 3,125,000 shares, which warrants are substantially identical to the warrants contained in the units. In addition, such individuals have been granted options to purchase, on a pro rata basis, up to an aggregate of 468,750 units, at $.008 per unit,

 

 

 

 

 

·	One year after the consummation of a business combination;

 

·	Upon a change of control of us; or

 

·	The receipt of stockholder approval freeing such units.

 

 

 

 

 

 

 

 

 

Name		Number of Units		Relationship to Us
Raju Panjwani		742,187		Chairman of the Board of Directors
Ramesh Akella		898,439		President, Chief Strategy Officer and director
Shekhar Wadekar		742,187		Executive Vice President, Secretary, Treasurer and director
Rohit Phansalkar		742,187		Executive Vice President and director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	The completion of a business combination; or

 

·	The first anniversary of the date of this prospectus.

 

 

 

 

·	In whole and not in part,

 

·	At a price of $.01 per warrant at any time after the warrants become exercisable,

 

·	Upon not less than 30 days prior written notice of redemption to each warrant holder, and

 

·	If, and only if, the reported last sale price of the common stock equals or exceeds $11.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	1% of the number of shares of common stock then outstanding, which will equal 156,250 shares immediately after this offering (or 179,688 shares, if the underwriter’s exercise their over-allotment option); and

 

·	The average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriters		Number of Units
Rodman & Renshaw, LLC
Total			12,500,000

 

 

 

 

 

 

 

·	Immediately in Colorado, Delaware, the District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kentucky, Maryland, New York, Pennsylvania, Rhode Island and Wisconsin;

 

·	Commencing 90 days after the date of this prospectus in Nevada and New Mexico; and

 

·	Commencing 180 days from the date of this prospectus in Alabama.

 

 

 

 

 

 

·	The history and prospects of companies whose principal business is the acquisition of other companies;

 

·	Prior offerings of those companies;

 

·	Our prospects for acquiring an operating business at attractive values;

 

·	Our capital structure;

 

·	An assessment of our management and their experience in identifying operating companies;

 

·	General conditions of the securities markets at the time of the offering; and

 

·	Other factors as were deemed relevant.

 

 

 

 

 

 

		Per unit			Without option			With option
Public offering price		$	8.00		$	100,000,000		$	115,000,000
Discount		$	0.56		$	7,000,000		$	8,050,000
Proceeds before expenses(1)		$	7.44		$	93,000,000		$	106,950,000

 

(1)	The offering expenses are estimated to be approximately $600,000.

 

 

 

 

·	The market price of the underlying shares of common stock is lower than the exercise price;

 

·	The holder of the warrants has not confirmed in writing that the underwriter solicited the exercise;

 

·	The warrant is exercised by cashless exercise;

 

·	The warrants are held in a discretionary account;

 

·	The warrants are exercised in an unsolicited transaction; or

 

·	The arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise.

 

 

 

 

 

·

Stabilizing Transactions. The underwriter may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities, so long as stabilizing bids do not exceed the maximum price specified in Regulation M of the SEC, which generally requires, among other things, that no stabilizing bid shall be initiated at or increased to a price higher than the lower of the offering price or the highest independent bid for the security on the principal trading market for the security.

 

 

·

Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.

 

·	Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm	F-3
Financial Statements
Balance Sheet	F-4
Statement of Operations	F-5
Statement of Stockholders’ Equity	F-6
Statement of Cash Flows	F-7
Notes to Financial Statements	F-8 - F-11

 

 

 

 

 

 

 

 

 

 

 

 

 

		August 26, 2005
ASSETS
Current asset, cash		$	144,788
Other assets, deferred offering costs			80,212
Total assets		$	225,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current and total liabilities:
Notes payable, stockholders		$	200,000
Total current and total liabilities			200,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.0001 par value, authorized 1,000,000 shares; none issued		$	—
Common stock, $.0001 par value, authorized 89,000,000 shares; issued and outstanding 3,125,000 shares			313
Paid-in capital in excess of par			24,687
Earnings (losses) accumulated during the development stage			—
Total stockholders’ equity			25,000
Total liabilities and stockholders’ equity		$	225,000

 

 

 

 

 

 

		For the period from July 13, 2005 (inception) to August 26, 2005
Revenues		$	—
Expenses		$	—
Net Income		$	—
Weighted average shares outstanding (basic and diluted)			3,125,000
Net income (loss) per share (basic and diluted)		$	0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		For the period from July 13, 2005 (inception) to August 26, 2005
Cash flows from financing activities
Proceeds from notes payable, stockholders			200,000
Proceeds from sale of common stock			25,000
Payments made for deferred offering costs			(80,212	)
Net cash provided by financing activities		$	144,788
Net increase in cash			144,788
Cash, beginning of period			—
Cash, end of period		$	144,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	The market price of the underlying shares of common stock is lower than the exercise price;

 

·	The holder of the warrants has not confirmed in writing that the underwriter solicited the exercise;

 

·	The warrants are held in a discretionary account;

 

·	The warrant is exercised by cashless exercise;

 

·	The warrants are exercised in an unsolicited transaction; or

 

·	The arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise.

 

 

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences, as may be determined from time to time by the Board of Directors.