--------------------------------------------------
6-Sep-2007
Creation of a Direct Financial Obligation or an Obligation under an Off
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On August 30, 2007 the Company entered into a Securities Purchase Agreement with La Jolla Cove Investors, Inc. ("La Jolla"), to (i) sell to La Jolla a 7 ¼ % Convertible Debenture for $300,000 with a maturity date of August 30, 2010 if not earlier converted by the holder into shares of the Company's Common Stock and (iii) issue to La Jolla a Warrant to Purchase Common Stock to purchase shares of the Company's Common Stock to raise up to an additional $3,000,000 with an expiration date of August 30, 2010.
Item 3.02 Unregistered Sales of Equity Securities.
We believe that the sale of the 7 ¼ % Convertible Debenture, the Warrant to Purchase Common Stock and the issuance of the shares of the Company's Common Stock to be issued upon either (i) the conversion of the 7 ¼ % Convertible Debenture sold to La Jolla or (ii) upon the exercise of the Warrant to Purchase Common Stock issued to La Jolla will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2) and/or Regulation D. The shares upon conversion of the 7 ¼ % Convertible Debenture or exercise of the Warrant to Purchase Common Stock will be issued directly by us and will not involve a public offering or general solicitation. The recipient of the 7 ¼ % Convertible Debenture and the Warrant to Purchase Common Stock was afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make its investment decision. We reasonably believe that the recipient, immediately prior to its investment decision, had such knowledge and experience in our financial and business matters that it was capable of evaluating the merits and risks of its investment. The recipient had the opportunity to speak with our management on several occasions prior to their investment decision. There was a 3 ½ % fee paid to Crescent Fund LLC in connection with the sale of the 7 ¼ % Convertible Debenture to La Jolla and will be a 5% fee in connection with any shares of the Company's Common Stock purchased pursuant to the Warrant to Purchase Common Stock.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits
Exhibit No. Description
Exhibit 99.1 Securities Purchase Agreement
Exhibit 99.2 7 ¼ % Convertible Debenture
Exhibit 99.3 Warrant to Purchase Common Stock
Quelle: biz.yahoo.com/e/070906/pltg.ob8-k.html