To: R KIEFHABER who wrote (6162 ) 5/7/1999 12:33:00 AM From: David Wise Respond to of 6297
"Such increase in the company's authorized shares of common stock will allow the company to comply with its obligations under the terms of the Debentures and Warrants and thereby avoid the enforcement by the Debenture holder of its various rights and remedies upon default. The Debenture holder has tentatively waived the enforcement of its rights and remedies under the ... contingent upon the Company's increasing its authorized shares of Common Stock as proposed herein." "No assurance can be given that the Company will be able to obtain such a further waiver from the Debenture holder." They are secured by all of the assets of the Company, so they could force bankruptcy if the company fails to issue the new shares when demanded. And since fewer than 25,000,000 additional shares can be issued without shareholder approval, failure to double or triple the number of authorized shares, from 50 million to at least 100 or 150 million would leave the Company in default (they are currently in default). There are 25,035,796 shares as of April 23, 1999. Debenture holders can convert at an average of $.15, or an additional 71,898,008 shares. One Bermuda company (JNC) owns 76% of the company, or over 74 million shares. Another offshore company owns almost 12%, or 3 million shares. So almost 88% of MPEG is owned by these two offshore companies. Remember that they stated in a prior SEC filing that certain former officers were being investigated by the SEC for stock manipulation. Then ask yourself, with the news available (share volume required to at least double or potentially face bankruptcy), why did the price shoot up? They are further asking approval to issue 10 million preferred shares, without any limitations on the number of common shares they can be converted into. Well, sometimes when everyone starts getting proxies in the mail it gives them a warm and fuzzy feeling, then they see the price going up, and without reading their proxy they jump in and buy more. Maybe that accounts for part of the price rise. You figure out the rest.