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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Sam LBI nj who wrote (22884)	4/1/1999 10:27:00 AM
From: Ditchdigger	Read Replies (2) \| Respond to of 44908

Well it's confirmed..A FLOORLESS Debenture..@ 30% discount (if there are no penalties)..DD "Recent Sales of Unregistered Securities. A. The Company is currently offering convertible debentures pursuant to a private placement which commenced in approximately November 1998. The debentures bear interest at the rate of 8%, mature on October 31, 1999, and are convertible into shares of common stock at a 30% discount to the average market price for the five days prior to the date of conversion. The Company also agreed to file a registration statement registering the shares of common stock issuable upon conversion of the debentures for resale by the investors. As of the date of filing of this report, a total of 7 convertible debentures totaling $1,525,000 in face value have been sold to 7 investors. Two of the investors have committed to purchase another $800,000 of the debentures if certain conditions are met when a registration statement for the resale of the shares of common stock issuable upon conversion of the debentures is declared effective by the SEC. The Company is contractually subject to a penalties equal to a further discount upon conversion of 5% per month for failure to timely file the registration statement and to cause the registration statement to become effective. The Company agreed to pay to a placement agent, Grady & Hatch and Co., Inc. a commission of 10% and a non-accountable expense allowance of 3% of the gross proceeds on all debentures sold with the assistance of the placement agent. In connection with the offering, warrants were also issued to the placement agent and two of the investors. Up to a total of 825,000 warrants are to be issued if a total of $2,500,000 in debentures are sold. In connection with the offering, a total of 17,000,000 shares of restricted common stock have been placed in escrow for five of the investors. The Company does not consider these shares to be outstanding unless and until the debentures are converted. One of the debentures in the face amount of $125,000 has been converted and approximately 531,915 of the escrowed shares are due to be delivered to the investor, plus interest.