WARNING: MASSIVE DILUTION OCCURRING!
I JUST FOUND THIS FROM THE LATEST SEC FILING:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 1 ON FORM S-1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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eVISION USA.COM, INC.
GARY L. COOK
1700 Lincoln Street, 32nd Floor 1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203 Denver, Colorado 80203
(303) 860-1700 (303) 860-1700
------------------------------- --------------------------------
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including
of registrant's executive offices) area code, of agent for service)
With Copies to:
Thomas S. Smith, Esq.
Smith McCullough, P.C.
4643 South Ulster Street, Suite 900
Denver, Colorado 80237
(303) 221-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable following the date on which the Registration Statement becomes
effective.
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered(1) per share offering price fee(5)
--------------------------- -------------- ---------------- ---------------- ------------
Common Stock Underlying Warrants ....... 6,554,523(2) $ .70 $ 4,588,166 $ 1,278
Common Stock Underlying Convertible
Debentures ............................. 15,913,487(3) $ .70 $11,139,440 $ 3,097
Common Stock ........................... 550,000(4) $ .62 $ 343,750 $ 96
=========================================================================================================================
Total ......................... 23,018,010 Shares XXX XXX $ 4,471(6)
===========================================================
PROSPECTUS
eVISION USA.COM, INC.
23,018,010 shares of common stock
This prospectus describes the offer for resale by the selling
securityholders of up to 6,554,523 shares of common stock issuable upon the
exercise of outstanding warrants, 15,913,487 shares of common stock issuable
upon conversion of outstanding convertible debentures and 550,000 shares of
common stock that are currently outstanding. eVision USA.Com, Inc. will be
issuing, in private transactions, the shares of common stock issuable upon
exercise of the warrants and conversion of the convertible debentures.
eVision will not receive any proceeds from the sale of the common stock
issuable upon exercise of outstanding warrants or issuable upon conversion of
outstanding convertible debentures. If all of the warrants are exercised,
eVision will receive proceeds of approximately $9,831,785. If all of the
debentures are converted, $8,000,000 of debt will be converted to equity.
eVision does not know if any or all of the warrants will be exercised or if any
or all of the debentures will be converted, but the selling securityholders will
have to exercise the warrants or convert the debentures in order to publicly
sell the underlying shares of common stock that are offered for resale in this
prospectus.
They have most likely been selling into the recent run-up, thus helping to explain why the stock has trickled down every day. There is definitely something shady
here. I would recommend taking your money out now while you still can. |
