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Technology Stocks : e.Digital Corporation(EDIG) - Embedded Digital Technology -- Ignore unavailable to you. Want to Upgrade?

To: BuzzVA who wrote (6725)	7/23/1999 8:42:00 PM
From: Walter Morton	Read Replies (4) \| Respond to of 18366

Includes warrants exercisable into 10,629,042 shares of common stock Shares Shares Being Offered Remaining Canusa Trading Ltd. 964285 654217 CCL Pacific Ltd. 142857 0 Charles Ziegler 125000 0 Jerry E. Plis Family Trust 500000 0 Eric M. Polis 750000 0 Davric Corporation 3250000 0 Elwood G. Norris 1500000 2359838 James & Josephine Zolin 200000 218000 Jesup & Lamount Securities Corporation 137615 0 JNC Opportunity Fund Ltd. 2615000 0 Neo Optics Ltd. 821428 654217 Pomerado Property L.P. 100000 0 R. Kirk Avery 142857 326423 Richard & Mary Daniels 228572 500 Robert Putman 500000 665000 Sunrise Capital, Inc. 500000 0 ZZYZX Technology Ltd. 571428 0 Is anybody on the list above on the SI EDIG thread? Selling stockholders identified in this prospectus are selling 13,049,042 shares of e.Digital Corporation common stock. e.Digital Corporation will not receive any of the proceeds from the sale of shares by the selling stockholders... These securities had been acquired from us previously in private transactions... We have agreed to pay for the preparation and filing of the of the registration statement and thisprospectus... These securities may not be sold to you until the registration statement filed with the Securities and Exchange Commission becomes effective... ...shares of common stock issuable upon the exercise of the warrantissued to Jesup & Lamont for the purchase of 137,615 shares of common stock... JNC OpportunityFund Ltd. upon (i) conversion of the Series B preferred stock issued to JNC atan assumed conversion price of $1.50 at a stated value of $11,400 and (ii)exercise of the warrant issued to JNC. Since the number of shares of common stock issuable upon conversion of the Series B preferred stock is dependent inpart upon the market price of the common stock prior to the 30th day and 60thday, respectively, following the date on which this registration statement isdeclared effective by the Securities and Exchange Commission, the actual numberof shares of common stock issuable in respect of such conversions and,consequently, offered for sale under this Registration Statement, cannot bedetermined at this time. We have contractually agreed with JNC to include herein 2,615,000 shares of common stock issuable upon conversion of the Series B preferred stock and exercise of the warrant.