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Thursday, 09/23/2010 3:36:55 PM

Thursday, September 23, 2010 3:36:55 PM

Post# of 57066
Something that I've still been struggling with. You remember the Large distrbituion of restricted shares to 8 shareholders per the 05/21/2010 8k?

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7281817

On May 21, 2010 we issued a total of 53,250,000 shares of our common stock to eight shareholders for services rendered to us.



Of that 53.25M shares, 15M of those shares were as prepayment for advertising services, the remaining 38,236,000 were given for "services rendered"

From 10Q

On May 21, 2010 the Company issued 15,000,000 shares of its common stock as a prepayment for advertising services. The contract was valued based on the $0.01 fair market value of the common stock on the date of issuance.

On May 21, 2010 the Company issued 38,236,000 shares of its common stock for services rendered to the Company. The services were valued based on the $0.01 fair market value of the common stock on the date of issuance.



What I'm struggling with is the mention of 8 Shareholders As of June 30th, 2010 there were 76,012,330 shares outstanding per the 10Q. I'm wondering why there was never any Form 4 filed due to greater than 5% ownership of the O/S?

Let's assume they split the shares evenly among the 8 shreholders, that's the only way they could theoretically avoid filing a Form 4...correct?
Let's do some math:
53,250,000 divided by 8 = 6,656,250 = 8.76% of the June 30th O/S
Even if you subtract the 15M shares for advertising services...38,236,000 divided by 8 = 4,779,500 = 6.3% of the June 30th O/S

So why were there NO FORM 4's submitted from this O/S submission.

I still think something was done that has to be kept confidential for some reason or another. My first thought was possibly a Merger??? I'm still thinking along those line.

I just wanted to put this out there for discussion.

River~

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