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Re: terry_mathews post# 76372

Friday, 12/07/2012 3:12:27 AM

Friday, December 07, 2012 3:12:27 AM

Post# of 167964

More reason to question them as frauds. that and the suddenly understood increase in shares available to the public float. being unregistered, SRGE does not have to register this dilution with the SEC (i.e. instant sales of paper)

First of all, surely we all understand that increase in Authorized Shares is not dilution so let's not continue playing the dilution card.

Second comment pertaining to the underlined portion of your quote (i.e. instant sales of paper), would you please supply a Form D that would support your Instant Sales of Paper comment? There is none. Further there is no registration statement filed with the SEC. Given we have no Form D or an S filed, how do you justify your statement?

IF SRGE were to PIPE or do a RegD sale in the near/immediate future as you continue to suggest, that event is subject to Rule 144. One condition under Rule 144 I'd like to emphasize here is availability of Adequate Current Information. There must be adequate current information about the issuer of the securities before the sale can be made. This generally means that the issuer has complied with the periodic reporting requirements of the Exchange Act. This particular provision of the Regulations seems to require issuers to be reporting entities, otherwise sale cannot take place. On this basis, discussions about <restricted period> also seem premature and unnecessary at this point.

Based on the above, we can deduct that sale (if any) in re. of the 500MM shares must come after SRGE has uplisted to a higher exchange, doesn't it? Of course it does. Wasn't it also your contention that SRGE will NEVER be able to uplist? If it can't uplist, it can't sell papers.

This new development does not look like preparation to sell papers though. Issuers, especially pinks, looking to dilute their shareholder base and dump papers out there do not increase A/S by only 500 million shares. They increase A/S in billions. There must be a different reason behind this peculiar number of increase. If 500MM were fully used, it would divide control (but not cause a change of control as defined by SEC) between current majority beneficial owners, the float and the new part(ies). It is interesting and worthy of further thought nonetheless.

For now though, we have to rule out immediate dilution for reasons stated above.