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Microcap & Penny Stocks : Ben Ezra Weinstein (BNEZ) -- Ignore unavailable to you. Want to Upgrade?

To: Gary Jacobs who wrote (9380)	4/2/2001 9:30:56 PM
From: heatseeker	Read Replies (1) \| Respond to of 9391

Check out this tangled web from the latest GONT filing: Reflects (i) 700,000 shares owned by each of MultiAsian and SolInvest; (ii) approximately 2,291,667 shares issuable to each of MultiAsian and SolInvest upon conversion of convertible debentures at $137,500 each by MultiAsian and SolInvest at a 60% discount from the prevailing market price for Go Online common stock; (iii) the issuance of 654,710 shares of Go Online common stock to each of MultiAsian and NetStrat upon consummation of the merger with Amer; and (iv) the issuance of 1,963,989 shares of Go Online common stock to each of MultiAsian and NetStrat upon consummation of the merger with NetStrat; (v) 1,527,778 shares of Go Online common stock issuable to each of MultiAsian and SoInvest upon conversion of a NetStrat convertible debenture which will be assumed by Go Online in connection with the merger with Netstrat and (vi)approximately 38,194 shares of Go Online common stock issuable as an interest payment for each of MultiAsian and SolInvest for the convertible debenture of NetStrat which will be assumed by Go Online in connection with the merger with NetStrat. MultiAsian is beneficially owned by Mr. Hermanus Paulus Dierkes and SolInvest is beneficially owned by Mr. Alfred Peeper. SolInvest Group, Ltd. and MultiAsian Venture Limited, the principal shareholders of Amer and NetStrat previously invested in Go Online through the private placement of convertible debentures in the principal amount of $125,000 each in July 2000. The debentures were convertible at $0.18 per share and were secured by an aggregate of 1,400,000 shares of Go Online common stock pledged by Joseph Naughton. Those debentures were satisfied by the foreclosure on the pledged shares in August 2000. In September 2000, SolInvest and MultiAsian purchased additional convertible debentures in the principal amount of $137,500 each. These convertible debentures remain outstanding and are convertible at the lesser of (i) 60% of the average of the closing bid price for Go Online common stock for the ten trading days immediately preceding notice of conversion or (ii) $0.18 per share. Giving effect to the conversion of the outstanding convertible debenture at our present market valuation, each of SolInvest and MultiAsian would be the beneficial owner of approximately 6.5% of Go Online common stock after completion of the mergers. I can't even begin to interpret this. But if I were GONT shareholder (and I guess I eventually will be), I wouldn't feel very comfortable with a company that would work a deal like this with a man like Jack Ben Ezra.