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Re: kfox post# 104710

Wednesday, 09/02/2015 1:29:06 PM

Wednesday, September 02, 2015 1:29:06 PM

Post# of 121652

On January 1, 2016 500 million new shares become unrestricted for dumping.



Some DD on the unrestricted shares!!!!!

GO MDIN GO!!!!

As for the stock…Its very easy to use words like “dump”. I wonder if these
people saying these things have ever actually read any of the securities laws.
Do they know what becoming free trading means, and what happens when a stock is
free trading? 500 million shares are NOT becoming a year old anytime soon and
that is just a flat out lie. There are only 44 million restricted shares issued,
so that is just impossible. Anyone saying this clearly does not know the rules.
There may be 500 million shares that could possibly be issued on convertible
debt, that could be true (I don’t know the number)…but if converted, the owner
would instantly become an insider and be heavily limited in his/her ability to
sell if allowed at all. This is something that is not new, and this has driven
me absolutely crazy for a long time. Everyone talks about
dilution…dilution…dilution. I am asked "is the CEO dumping shares?”, or "is the
company dumping shares?” or if I, myself am dumping shares, and that has never
even been possible! Look, Anyone with more than 10% of the outstanding shares is
automatically an “insider”. No brokerage firm will sell shares for an insider on
stock under a penny. period. An “insider" with a trillion shares is the same
threat to dilution as someone with none. Regardless of their status with the
company…just based on the number of shares. Even so, if 500 million shares were
issued from converting debt, they would belong to insiders and be newly issued
shares. In conclusion, there is NO danger of that happening even though it would
not dilute the company for another year or more.

Possibly more important is the fact is that anyone in the securities industry
should know that FINRA changed their enforcement policy around June 2014 and
certificate shares for non-reporting companies are now no longer clearable after
a year under the non-shell rule in Rule 144. Yes, you heard me right!…Anyone
issued restricted shares will not be able to sell them after a year under Rule
144 as they could before, unless the company becomes fully reporting again (and
stays that way, on time, for 12 months). So without boring you all with legal
nonsense, any non-reporting company that has a period in its history where it
was not reporting (to edgar or to the OTCmarkets without a gap) is no longer
eligible for Rule 144 to apply until it has been fully reporting for a full
year. Meaning, if the company issues you a certificate you can never sell it
until the company has been fully reporting for a full year no matter how long
you hold it. This is a big deal and I cannot believe that after a year since the
change, people are still talking about dumping, dilution or restricted shares
becoming free trading…it can no longer happen. Period. I really don’t care if
the company had a trillion shares becoming a year old, they are all worthless to
the holders, at least until MDIN is fully reporting.

Even when shares become free trading (which BTW only means the legend is removed
and it is categorized as not restricted) they still can not be sold yet! They
need to be deposited and “cleared” by a clearing firm. There are only two main
clearing firms which take stock priced under a penny, Alpine and Cor. Both will
not even look at a cert for a company like MDIN because of the FINRA non-shell
enforcement I just described. The only way out of this situation is an exemption
to Rule 144 called 4(a)1 which says if you are not an underwriter, and you hold
the shares for an additional 2 years then it can be cleared. However, anyone
buying or being issued restricted shares is automatically considered an
underwriter. So that’s that. Put simply, there are NOT 500 million shares
becoming free trading. They couldn’t be sold even if they were, nobody is
dumping anything, and of those of us that are funding this project and receiving
shares, we are all in this until the company is fully reporting and even then we
will be restricted in our selling to 1% of the daily average volume each day, so
the stock would have to trade a LOT higher and with 100% the volume for me to
ever get out. Its a long term play.

While I am mentioning that, I am often vilified if i am issued shares. If people
see me get shares then I am automatically a scammer, liar, greedy, and a lot of
words i don’t want to reprint. However, everyone must realize that these shares
that are issued occasionally to myself or anyone are not being “given” to us.
They are not being issued for the hell of it, just so I can dump them and make a
few bucks...They represent real cash out of my pocket coupled with real
work-hours I am putting in here, and real serious, very very serious risk. Risk
that I will never be able to sell them. Debt is converted to shares at a 50%
discount, so even with the overwhelming risk that I’ll never be able to sell it,
and the knowledge that if I do it is years away, all I can possibly do is double
my money. Now, If any of you would like to put cash up for the company after
knowing what I just told you, the immense risk, and tying your money up for 2-5
years, then you can email investors@medgeninc.com and inquire. The company would
gladly sell you a convertible debt security like the ones I have funded MDIN
with these past several years. If not then I would rather you just thank us for
keeping the project alive for five years with no reward yet in sight.


Thank You for your time.
Ray Barton