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Message: S&L, SO, Warrant Mess

S&L, SO, Warrant Mess

posted on Dec 11, 2006 05:07PM

Trying to figure out if my theory the other day is plausible.

1) S&L combined beneficially own a maximum of 9.99% of the OS or 30,167,239 as last reported on form 13G. (Form 13G is just an abbreviated 13D)

2) *Form 13D states that "any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D".

3) So according to the 13D rule if S&L were to sell/buy shares or convert warrants they would need to "promptly file an amendment on Schedule 13D"...This hasn't happened so apparently S&L have not sold a share or converted any warrants after the last 13G filing on 2/21/06? I know it sounds crazy...corrections or disagreements are welcome.

4) Now Per the 10KSB 5/31/2006, (7) Lincoln Ventures, LLC ("Lincoln") and Swartz Private Equity, LLC ("SPE" and together with Lincoln, the "Reporting Person") have shared voting power and shared dispositive power as to these shares. These amounts include 36,900,446 shares (in total between Lincoln and SPE, each of which hold warrants to purchase Common Stock of the Company) issuable upon exercise of outstanding warrants exercisable within 60 days of August 31, 2006.

A) So S&L did have some activity after their 13G was filed and there was no "promptly filed amendment on Schedule 13D"? So now I'm contradicting myself because I thought all 5% owners must file with the SEC whenever they buy/sell/or convert warrants...confirmations welcome.

5) The OS have been on the rise...2/28/06 (Q306) from 349,336,560 to 369,413,587 8/31/06 (Q107)

6) Warrants are on the decline from...2/28/06 (Q306) 68,943,590 to 8/31/06 (Q107) 50,087,635

7) The only warrants I have seen purchased by the company are the 2M sometime back in March 06. Again corrections welcome.

So the question remains...is S&L converting warrants and selling on the open market bleeding the price daily. If they are why are we not seeing any SEC filings? If they are not then how is it that our warrants are decreasing and our OS increasing. Anyone want to take a stab? Is PTSC buying back warrants? If so why does it not show in the 10Q's? Fut? Anyone?

*13D - This Schedule discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days after such acquisition. Moreover, any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D. The Commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security).


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