XTRA Bitcoin Inc (CBTC)

[surfkast]

Here also! Looks like SEC violations!

integral Member Level Wednesday, 09/17/14 12:52:34 PM
Re: surfkast post# 76503
Post # of 76529

Quote:
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All offerings over the last two years have been private and related to Preference Stock conversions, redemption of
Convertible Loan notes or were issued for services supplied to the Company, under Section 3(a)(9) and Section 4(1)
of the Securities Act of 1933, as amended, and Rule 144.--------------------------------------------------------------------------------



The issuer does not offer securities under a 4(1) exemption:


Quote:
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Section 4(1) Exemption
Every offer and sale of a non-exempt security either must be registered or exempt from
the registration requirements of Securities Act Section 5. This includes any transaction involving
the resale of securities, whether public or private. Section 4(1), which is intended to differentiate
between public distributions of securities and ordinary trading transactions, exempts transactions
by “any person other than an issuer, underwriter, or dealer.” For purposes of assessing the
availability of the Section 4(1) exemption, determining whether a transaction involves an issuer
or dealer is usually straightforward. Determining whether a transaction involves an underwriter,
however, is more complicated because of the definition of “underwriter” in Securities Act
Section 2(a)(11).2
If a resale transaction involves an underwriter as defined under Section
2(a)(11) (hereinafter, a "statutory underwriter"), the exemption under Section 4(1) may not be
relied upon by any party to that transaction.3

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Also, Section 3(a)(9) of the Securities Act of 1933, provides an exemption from the registration requirements for “[E]xcept with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” Generally, in an exchange offer, the issuer offers to exchange new debt or equity securities for its outstanding debt or equity securities.

Since Section 3(a)(9) is a transactional exemption, the new securities issued are subject to the same restrictions on transferability, if any, of the old securities, and any subsequent transfer of the newly issued securities will require registration or another exemption from registration. However, since the new securities take on the character of the old securities, tacking of a holding period is generally permitted allowing for subsequent resales under Rule 144 (assuming all other conditions have been satisfied for use of such rule).
- See more at: http://securities-law-blog.com/2009/12/11/section-3a9-exchanges-evaluated/#sthash.MkaEiR3X.dpuf


Quote:
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Diamond Information Institute, Inc. was incorporated in the State of New Jersey in October of 1988 and had minimal activity until 1995 when it began in the business of jewelry manufacturing. Diamond has been engaged in the design and manufacture of upscale jewelry from 1995 through October, 2009.
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Quote:
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Diamond Information Institute Inc., formerly doing business as Designs by Bergio [the "Company"] was engaged in the product design, manufacturing, distribution of fine jewelry throughout the United States and is headquartered from its corporate office in Fairfield, New Jersey. Based on the nature of operations, the Company's sales cycle experienced significant seasonal volatility with the first two quarters of the year representing 15% - 25% of annual sales and the remaining two quarters representing the remaining portion of annual sales.

Effective October 19, 2009, as approved at our shareholder meeting on October 8, 2009, we entered into a Share Exchange Agreement with Alba Mineral Exploration, Inc. (“Alba”), a Delaware Corporation (the “Agreement”). Pursuant to the Agreement, Alba agreed to issue our shareholders a total of 2,585,175 shares of common stock in Alba in proportion to their holdings in our company. Following the transaction described in the Agreement and other accompanying transactions, our shareholders own 60% of the common stock issued and outstanding in Alba. Also pursuant to the Agreement, Alba acquired all of the assets and liabilities related to our business. As a result of the transaction the company became a wholly-owned subsidiary of Alba, and all of our operations related to the jewelry business we were in were discontinued. See Note 8.
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Also note that the issuer had $0 and $0 in assets and liabilities on the last 10k filed with the SEC for the period ending Dec 31, 2009.

Clearly, by their own admission, the conditions for Rule 144 are not met.

Former shell companies that are delinquent or withdraws its registration, which this issuer has done cannot rely upon Rule 144 as a safe harbor exemption.

With respect to the options, since they keep amending their financials, I have no clue what is accurate, especially knowing the issuer has no business and has been violating Rule 144 to sell stock into the public markets.

It looks pretty clear that the issuer's management is content on selling stock and not a product.

What are all these options and note conversions priced at? Not that it is relevant.