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Non-Tech : All American Food Group(AAFG)

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To: Loren S. who wrote (315)8/27/1998 12:49:00 PM
From: WEBNATURAL   of 618
 
Reading further on pg.10....The "and potentially"
is important for the future

Effect of Preferred Stock Conversion and Exercise of Warrants

Upon conversion of the Preferred Stock and exercise of the Warrants there
will be not less than 9,111,562 shares of Common Stock outstanding,
consisting of 5,394,343 shares currently outstanding and a minimum of
3,717,219 shares (and potentially substantially more depending upon the
Market Price at the time of conversion) issuable upon conversion of the
Preferred Stock and exercise of the Warrants available for offer by the
Selling Stockholders, which shares will be tradable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"), as long as the Prospectus covering such sales remains
current and effective. No prediction can be made as to the effect, if any,
that future sales of shares of Common Stock, whether offered by the
Selling Stockholders or others, will have on the market price of the
shares of Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that these sales could occur,
could adversely affect prevailing market prices for the Common Stock and
could impair the ability of the Company to raise additional capital
through the sale of its equity securities or through debt financing.
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