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Microcap & Penny Stocks : Eat At Joe's (BB:JOES) -- Ignore unavailable to you. Want to Upgrade?

To: Bill Evans who wrote (254)	6/3/1999 6:30:00 PM
From: Bill Evans	Read Replies (1) \| Respond to of 343

I see they have a Prospectus filed with the SEC for an offering of 11,675,975 shares to be sold. After completion outstanding shares would be at 27,586,835. 11,675,975 shares of Common Stock of Eat at Joe's, Ltd. ("Company") are being sold ("Offering") by certain shareholders of the Company (the "Selling Shareholders"). The Company will not receive any proceeds from the sale of the shares by the Selling Shareholders. See "Principal and Selling Shareholders." The Prospectus covers 10,875,975 shares of Common Stock issuable upon conversion of shares of Series A, B, C and D Convertible Preferred Stock and 8% Series 1 Secured Convertible Debenture which were sold in private placements during the period March through September, 1998 as well as shares issuable upon the exercise of certain outstanding purchase warrants which were issued in connection with the private placements. Based upon the trading prices of the Common Stock prior to April 20, 1999 the convertible securities would convert into approximately 10,875,975 shares of Common Stock. Based on the current market value of the Company's shares, at conversion ratios of between 40 and 65%, the underlying shares were purchased at discounts ranging from 35 to 58% from market. The Prospectus also covers shares of Common Stock issuable upon the exercise of warrants which were issued in connection with the cancellation of approximately $700,000 of indebtedness. The foregoing estimate is for illustrative purposes only. The actual number of shares of Common Stock issuable upon conversion of the convertible securities (and accompanying warrants) is subject to adjustment and could be materially more or less than such estimated amount, depending upon factors that cannot be predicted by the Company at this time, including, among others, the future market price of the Common Stock. See "Risk Factors" -- "Risk of Low Priced Stocks." Shares may be offered by Selling Shareholders from time to time in transactions (which may include block transactions) in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at a time of sale, or at negotiated prices. The Selling Shareholders may effect such transactions by selling shares directly to purchasers or through broker dealers who may act as agents or principals. Such broker dealers may receive compensation in the form of discounts, concessions or commission from the Selling Shareholders and/or the purchasers of the Selling Shareholder shares for whom they may sell as principals or both (which compensation as to a particular broker dealer might be in excess of customary commissions).