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Re: Dave Smith01 post# 353

Tuesday, 01/31/2017 12:47:44 PM

Tuesday, January 31, 2017 12:47:44 PM

Post# of 2068
Is it true that a private investor bought 15M shares (75% of the os) for .03/share last March? Then they repurchased 14M in exchange for some preferrered stock... Translation please.

This from 10Q:

On March 18, 2016, Rafael Solorio, the Chief Executive Officer and a significant shareholder of the Company, privately sold 15,000,000 shares of common stock of the Company, to Kirkland Holding Co., a Delaware corporation ("Kirkland") controlled by Roger B. McKeague, pursuant to a stock purchase agreement. As a result of the privately-negotiated sale, a change in control of the Company occurred and Kirkland now owns approximately 75% of the total outstanding shares of our Common Stock.

Kirkland purchased the shares for a total of $400,000 in cash. The terms of the purchase and sale transaction were as a result of arm's-length negotiations between Mr. Solorio and Kirkland. Neither party had any relationship with the other prior to the transaction....

During October 2016, the Company entered an Exchange Agreement with Kirkland Holding Company, (Kirkland) a shareholder. Under this agreement, the Company will reacquire 14,000,000 shares of Common Stock in exchange for the issuance of 1,000,000 shares of Preferred Stock.

What's going on here? Thanks, ss
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