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Low 0.0028 Last 0.0028 DOWN 25% today? WOW - BIG DROP?
Looks like some LARGE blocks are trading as well.
Did anyone call CEO about Regulation D shares ? Or call transfer agent abvout Reg D shares counts>???? Just wondering if anyone has new info on all these REG D shares.
0.0028 5497400 OBB 15:55:37
0.0029 116967 OBB 15:55:26
0.0029 25000 OBB 15:55:22
0.0029 25000 OBB 15:55:19
0.0029 300000 OBB 15:54:12
0.0029 100000 OBB 15:47:29
0.0029 500000 OBB 15:46:29
0.0029 50000 OBB 15:42:30
0.0029 125000 OBB 15:41:40
0.0029 350000 OBB 15:38:25
0.0029 75000 OBB 15:38:18
0.0029 50000 OBB 15:35:28
0.0031 61000 OBB 15:34:45
0.0029 127000 OBB 15:31:32
0.003 100000 OBB 15:27:00
0.0029 100000 OBB 15:26:59
0.0029 133000 OBB 15:26:59
0.0029 10000 OBB 15:26:55
0.0029 18160 OBB 15:22:21
0.003 100000 OBB 15:22:12
0.003 50000 OBB 15:21:06
0.003 750000 OBB 15:21:01
0.003 250000 OBB 15:20:06
0.003 75000 OBB 15:19:20
0.003 65000 OBB 15:17:49
0.003 25000 OBB 15:17:00
0.003 5000 OBB 15:16:59
0.003 130000 OBB 15:16:50
0.0032 80490 OBB 15:16:28
0.0032 115490 OBB 15:16:27
Do you have the phone number for TA.? Please post.eom
That is your proof? a phone call from a knwon habitual liar?
NOW U R making up stories lifegear > Please post link to CEO Talbot claim of NO massive reverse split?
MSITF has made this almost identical CLAIM IN PR 3-4x over last 3 years. It is nothing but a LIE - Total SCAM to sell more stock before it is closed down for trading or massive reverse split.
I did and I found the recent conversions were directly from REGULATION D offering , those shares will NEVER be registered and ARE FREE Trading AND will not show up the O/S. I was hoping CEO would disclose and be forthcoming about these REGULATION D stock sales.
Regulation D Offerings
Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC
Here is the link to the main filing> DLAV last disclosed financing was a Regulation D offering.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/0001144204-07-029897-index.htm
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
03
No this is the MSITF board - MASSIVE reverse split AND OR delisting is imminent for MSITF.
INVESTORS TAKE NOTE > MSITF REFUSES TO DISCLOSE SHARE STRUCTURE , REFUSES TO DISCLOSE AUDITTED FINANCIALS , MSITF PR HAS BEN PROVEN FALSE AND MISLEADING FOR MANY YEARS > INVESTORS DO YOUR DD YOU WILL SEE MSITF IS A SCAM - INVESTORS BEWARE - MASSIVE R/S OR TOTAL LOSS OF INVESTMENT IS CERTAIN AT THIS POINT. PLEASE DO YOUR DD - IT IS CLEAR MSITF STOCK IS SETUP AS SHELL TO RIP OFF AMERICAN/ANY ALL INVESTORS.
Did the CEO address the REG D shares he sold? I sent him email , has not replied , I am sure he is busy getting ready for the show. I would like to know how many REGULATION D Unregitered shares were sold? They wont show up in registered os but the transfer agent can tell you how many , has anyone tried to get info from the transfer agent?
DNAG UP 29% today > High.0049 Low.0035 Close.0045 on 31.5mil shares. Keep it on your watch list.
offices in Casselberry are VERY modest its a single office in Legends Plaza.eom
I got no response. But I am sure he is very busy and has no idea who I am , one of the posters here that he knows should ask the question and see if he will address REG D shares sold in PR or shareholder letter of sorts. Would be interesting to get his reponse on the total number of REG D Shares sold.
LOL - Becuase I wont give you my personal email address!.eom
I cant find ANY filings for Revenge? No way to know the structure of the deal - Was it a regulation D offering exempt from registration? I am not sure - but dont think it was - it was preferred shares that convert 1/100 into common, But w/o them disclosing the full details I doubt we will ever know.....
Not true > The could provide an opinion letter from an artorney and have the restrictions removed. Was it a REG D offering?
Ask the CEO to disclose the number of shares sold under Regulation D offerings. Very simple. Send me his email address Ill ask him , not that he will reply ?> IT IS IN THE FILINGS! lol....
lol u can go ahead and post the misleading info all day and night, as you have , I have proven w/o ANY DOUBT , The shares sold were EXEMPT from registration, it was a REGULATION D offering (ask CEO about Regulation D sales) , AND I have proven that Unregistered shares, as these are, are not only sold , it is a trillion dollar market and many large brokers are trying to setup a complete trading plaform just for unregistered shares like these. Those are the FACTS. I am sure anyone reading the board can come to this conclusion pretty easily , it is NOT something illegal or underhanded, DLAV has done great job of disclosing all of this , Please enjoy youself , have fun posting, but as stated and the facts show YOU ARE COMPLETLELY WRONG on this....
Have a great day...
Well dradon52 you can chose to post whatever you want, as long as it is within TOU please feel free to post your opnion. However . You are Mistaken. The securities SOLD under this filing ARE Regulation D shares. They ARE , WERE, always will forever BE > EXEMPT FROM REGISTRATION.
I suggest you research Regulation D offerings AND Read the filing. It is not fuzzy or misleading in any way. It is not something I made up. The company has done a great job on the filings , you wont find this much disclosure on most REG D sales, most u find only hard to research paper filings, DLAV has made it very clear. That is why CEO continues to refer investors to the filings. HE KNOWS they are clear and they are legit and legal. Nothing to hide.
Here is the link to the main filing>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/0001144204-07-029897-index.htm
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
03
Regulation D Offerings
Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.
100% NOT TRUE KODA02 > THE SHARES SOLD ARE TOTALLY 100% EXEMPT FROM REGISTRATION. They were REGULATION D SHARES! > GO READ SEC Website about Regulation D Shares > Go Read the filing, WHY are you attacking me? I didnt sell the shares to the lenders and make the deal? Here it is for you > Please explain!?
Here is the link to the main filing>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/0001144204-07-029897-index.htm
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
03
Yes the rule is changing but did you read It? It clearly outlines that UNREGISTERED securities, not just restricted stock can, will , do freely trade! It is common knowledge. Did you read about the exchange Goldman Sachs is setting up tp trade these same UNREGISTERED securities.? It is a TRILLION dollar industry. Presently they trade thru dealer to dealer, private transactions to and from accreditted investors. I highlighted the parts of article I wanted you to read below. I was not posting about the rule change. I was providing proof that UNREGISTERED shares can ,will, do, freely trade. That is the point of the post.
But more important thing to remember is these shares were SOLD by DLAV as REG D shares and are EXEMPT from registration. Please read from the DLAV loan docs below. They are EXEMPT FROM REGISTRATION >
Here is the link to the main filing>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/0001144204-07-029897-index.htm
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
Here is the info from the article I wanted you to read. I am NOT making this up , it is common knowledge unregistered shares trade , If you follow the rules it is a very common and legal transaction, That is the only point I have been trying to make since day1! Has DLAV lenders SOLD these shares? I DO NOT KNOW! I have posted that MANY times , but for some reason no one can get past the shoot the messenger mentality!
Silbert believes that a large number of publicly traded companies, including those that did not issue shares in PIPE offerings, will have shares that become saleable on Feb. 15. He added that all restricted and unregistered securities are eligible to be sold, prior to the hold period expiration, in privately negotiated transactions through RSTN, which would avoid the market risks inherent when a large number of shares become saleable.
The RSTN has already attracted more than 400 members, including global financial institutions, hedge funds, mutual funds and other institutional investors, who collectively manage over $200 billion in assets. To date, more than 1,000 transactions have taken place on the network, which was founded in 2005. Membership to the RSTN is available at no charge to institutional and accredited investors.
Restricted securities are commonly issued through private placements, corporate mergers and reorganizations, and as compensation. In addition to Rule 144 stock, other restricted securities traded through the RSTN include unregistered stock, warrants, convertible securities, 144A equity and private company securities.
dragon > Here is some info on opinion letters. They are simple very standard forms. It is easy to make these tranactions. Why do you think I am making this up?
Here is Attorney will get you letter for $285
Rule 144 opinions for restricted stock legend removed, tradability
http://144letters.com/?gclid=CImgrfmjp5ECFQINPAodbWhxeQ
koda02/Dragon others > Are you ready to retract all these posts calling me liar and misleading regarding the ability to sell and freely trade unregistered securities>?
Per your Post koda02>
"Do you really believe all of these co's can just sell unregistered shares and let them float around? That is ridiculous everyone would be selling shares all over and the market would crumble LOL!"
Please Follow Link and let me know your thoughts. I am very eager to get the boards opinion of this news>
http://www.pr-inside.com/restricted-stock-partners-report-covers-r415266.htm
Restricted Stock Partners Report Covers Impact of Rule 144 Change
Business Editors
NEW YORK--(BUSINESS WIRE)----
What happens when billions of shares of unregistered stock become
saleable into the public market all on the same day?
Investors will find out on Feb. 15, 2008, when a reduction in the
Rule 144 holding period for restricted shares of public companies
takes effect. The holding period, which is being shortened from one
year to six months, will result in billions of shares from thousands
of companies becoming eligible for public resale on that day.
.......... please follow link for FULL story.......
DNAPrint Genomics Inc. (DNAG) is looking like GREAT trade in comings days. They have very unique patented technologies. Very interesting play , should get close ot $.01 early next week on the buyout news from Friday(IMO). I hold small position , sold most of it months ago on the last run over .01 , hold some freebies looking to sell at .01 or so. Take a look DNAPrint Genomics Inc. (DNAG) > GLTA
IMO
Dragon , others > Here is some info on UNREGISTERED shares>
Restricted Stock Partners Report Covers Impact of Rule 144 Change
Business Editors
NEW YORK--(BUSINESS WIRE)----
What happens when billions of shares of unregistered stock become
saleable into the public market all on the same day?
Investors will find out on Feb. 15, 2008, when a reduction in the
Rule 144 holding period for restricted shares of public companies
takes effect. The holding period, which is being shortened from one
year to six months, will result in billions of shares from thousands
of companies becoming eligible for public resale on that day.
"Hundreds of companies may see share amounts equal to 100 or more
times their average daily trading volume available for sale on Feb.
15," according to Barry E. Silbert, founder and CEO of Restricted
Stock Partners. "While it is difficult to predict what impact this
will have on share prices, investors will certainly want to be
familiar with the companies that may be affected."
Restricted Stock Partners, which manages the Restricted Securities
Trading Network (RSTN), an online trading platform for restricted
securities, has prepared a Special Report that covers a group of
issuers that might be affected by the regulatory change.
The Special Report, which was prepared exclusively for members of
the RSTN, is based on research on companies that issued unregistered
securities in connection with private investment in public equity
(PIPE) deals during the affected period. Some highlights of the
Special Report include the following:
-- 300 transactions and 258 issuers have been examined;
-- 66% of the issuers highlighted in the Report will have greater
than three months of their average daily trading volume
eligible for sale on Feb. 15;
-- 37% of affected issuers will have greater than one year of
their average daily volume eligible for sale on Feb. 15; and
-- One-third of affected issuers in the Report will have greater
than 25% of their market capitalization eligible for sale on
Feb. 15.
Silbert believes that a large number of publicly traded companies,
including those that did not issue shares in PIPE offerings, will have
shares that become saleable on Feb. 15. He added that all restricted
and unregistered securities are eligible to be sold, prior to the hold
period expiration, in privately negotiated transactions through RSTN,
which would avoid the market risks inherent when a large number of
shares become saleable.
The RSTN has already attracted more than 400 members, including
global financial institutions, hedge funds, mutual funds and other
institutional investors, who collectively manage over $200 billion in
assets. To date, more than 1,000 transactions have taken place on the
network, which was founded in 2005. Membership to the RSTN is
available at no charge to institutional and accredited investors.
Restricted securities are commonly issued through private
placements, corporate mergers and reorganizations, and as
compensation. In addition to Rule 144 stock, other restricted
securities traded through the RSTN include unregistered stock,
warrants, convertible securities, 144A equity and private company
securities.
"As the RSTN membership has grown, it has become an increasingly
valuable resource to both buyers and sellers of restricted
securities," Silbert said. "We're pleased to be able to provide this
report to RSTN members and look forward to releasing a number of
exciting products and services dedicated to this $1.2 trillion asset
class."
About Restricted Stock Partners
Restricted Stock Partners (RSP) of New York, N.Y., a division of
Green Drake Capital Corp. (Member FINRA/SIPC), manages the Restricted
Securities Trading Network (RSTN) (www.RestrictedSecurities.net), the
largest online marketplace for restricted securities in the United
States. RSP handles all administrative and settlement services
associated with restricted securities transactions. For more
information, visit www.RestrictedStockPartners.com.
KEYWORD: NORTH AMERICA NEW YORK UNITED STATES
INDUSTRY KEYWORD: PROFESSIONAL SERVICES ACCOUNTING BANKING FINANCE HUMAN RESOURC
S COMMUNICATIONS PUBLIC RELATIONS/INVESTOR RELATIONS
SOURCE: Restricted Stock Partners,
CONTACT INFORMATION:
Restricted Stock Partners
Barry E. Silbert, 212-473-2408
bsilbert@RestrictedStockPartners.com
or
Kowal Communications, Inc.
David P. Kowal, 508-393-7023
APR
kowal@Kowal.com
*** end of story ***
I replied to questions from the board? I have proven my point and proven my posts are 100% FACTUAL over and over yes that is correct. How can you say a cut n paste from the filing is misleading? The shareholder letter states the lenders are converting debt to equity per the loan documents. If a lender holds say 2 billion unregistered shares he can sell them to other acrred investors, instituons , foreign investors , he does NOT have to convert them to registered stock to sell? Lender does NOT have to sell ALL shares or register all shares. I never said they converted all of them to registered shares and sold them?
I suggest you read the loan documents and the "registration rights' the lenders have. Just do what the CEO has advised, please go read the documents like the CEO has encouraged investots to do.
Here is the link to the main filing>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/0001144204-07-029897-index.htm
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
If you dont want to read my posts that is fine, if you dont want to read all of these documents that is fine, but until you read them ALL and the addendums, as I have , you will not get the whole picture>
Read the Registration Rights and Transfer agent Instructions same filing>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-2.htm
USA Laser ring a bell to anyone? I knew a "Pino" family of, lets call them, "scamsters" from Tampa, they used to run a laser imaging direct mail company called USA Laser , among other names. I heard they were now down by Lauderdale area running vacation scams using similar direct mail techniques....
Or is it Lawrence Pino from Dynatech / My Media Works in Orlando FL>?
I find it hard to believe PYCT is as active as it is. I got lucky and bought 1mil shares at .0001 - trying to flip for the magical .0002 trade - waited 2 months with GTC seLl order in - shares sold for .0002 just not MINE! I finally bailed out @ .0001 when I relaized the market is being manipulated, lost 20.00 on the trade costs. IMO....
Very TRUE.eom
Clay trader > VERY nice way to present a chart. The only question I have is on dillution , how does dillution enter into and effect the chart , and does the news on SGLS converting shares come into play with the chart. Does the DVD training series have any tools to show others annotate charts and or create these presentations? That is really nice utility. Charting is very difficult for me , I know the basics and would like to know more. Thanks for the post.
no arguement here - just wondering why SGLS would not try to get them listed , like they just did with MIMS , then convert. They could potentially make 10x on the stock. Just thinking out loud.
Pinksheets has RVGD listed as STOP SIGN...
Thats not good news - I know SGLS consults firms on these matters. Very surprised SGLS did not get RVGD listed , think of how much those 240 million shares would be worth if SGLS got them even a low level PinkSheetQX or an OTC listing..
STOP SIGN ON PINKSHEETS>
Indicates companies that are not able or willing to provide disclosure to the public markets - either to a regulator, an exchange or Pink Sheets. Companies in this category do not make Current Information available via Pink Sheets News Service, or if they do, the available information is older than six months. This category includes defunct companies that have ceased operations as well as 'dark' companies with questionable management and market disclosure practices. Publicly traded companies that are not willing to provide information to investors should be treated with suspicion and their securities should be considered highly risky.
I think the question is simple>
WHAT IS THE A/S O/S on RVDG
PinkSheets/SEC has NO filings
I do see they have this posted >
Outstanding Shares
189,989,934 as of Dec 6, 2007
SGLS is about to more then DOUBLE THIS share count. If it is in fact the count. Has anyone have estimates on the current A/S - O/S ?
I am familiar with SGLS operations in Casselberry thru a mutual business associate. He says they seem to be on the up and up. Ill inquire on RVDG and see if he has any info - Funny thing his past he was working with, and then minority owner, of a company doing almost same thing as RVDG but with Ford Mustangs , it never was able to sustain itself and closed down, now he has moved on and has formed a very profitable automtive advertising agency. SGLS was also a used car dealer and car customizer in Orlando for a few years....anyway > I think some DD into Revenge may connect some dots for me. Ill post if I find any info.....
But again the BIG questions for Revenge >
What is the CURRENT A/S O/S !?
I STRONGLY suggest you read the 8K fied in May 2007 - it details the UNREGISTERED shares underlying the CD notes
HERE IS THE LINK >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
h. Authorization and Reservation of Shares. Subject to Stockholder Approval, the Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the Warrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Notes and upon exercise of the Warrants (based on the Conversion Price of the Notes or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(h), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within thirty (30) days
read the filings - enough said >
1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
Here is another amnedment to same filing >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
5. TRANSFER AGENT INSTRUCTIONS.
lol yes read it!.eom
OK - Yes these are the warrants>? These are another issue aside from the registered shares and unregistered shares. If you would like to we can go over the warrants - they have MILLIONS of warrants underlying the OS.
Yes correct > You must take a few steps to sell unregistered shares > You can provide an exemption letter from an attorney to be able to trade unregistered shares. I will be more then happy to post the info directly from the DLAV filings.
NOT CORRECT > Trading system is planned for unregistered shares
Here is some further information on UNREGISTERED Stock trading. Some of the large brokerages are trying to setup a system to trade these shares. Presently it is done thru private trades and dealer to dealer trades. Mostly offshore > Again I am NOT making this stuff up...
Trading system is planned for unregistered shares
Elizabeth Hester Bloomberg News
Aug 16, 2007
Citigroup Inc. and three of the largest U.S. brokerage firms plan to create a trading system for unregistered securities, joining rivals including Goldman Sachs Group Inc., as more companies seek to avoid regulations by raising money privately.
Lehman Brothers Holdings Inc., Merrill Lynch & Co., Morgan Stanley and Citigroup expect to begin operating the Open Platform for Unregistered Securities or OPUS-5 in September, the companies said in a statement Wednesday. OPUS-5 will allow trades, track the number of shareholders and execute transfers in securities sold. The Bank of New York Mellon will administer the system.
"We're trying to create as much liquidity as we can for our issuers and our investors," John Chirico, co-head of U.S. equity capital markets at Citigroup, said in an interview Wednesday. "It's meant to be open and not an exclusive arrangement to keep other firms out."
Companies such as Oaktree Capital Management LLC and Apollo Management Group LLC, the private-equity firm run by Leon Black, are trying to avoid the delay and expense of financial reporting rules, including the 2002 Sarbanes-Oxley Act, by raising capital through the sale of unregistered securities to private investors. As demand for private placements expands, Goldman, FBR Capital Markets Corp., JPMorgan Chase & Co. and Bear Stearns & Cos. started markets to capture fees from trading the securities.
Securities offerings under the so-called 144A rule qualify as private placements when they're sold to no more than 499 institutional buyers, each with at least $100 million in discretionary assets.
So far this year, publicly traded U.S. companies have raised $45.2 billion from 144A sales, according to data compiled by Sagient Research Systems Inc. That compares with $48.6 billion for all of last year and a record $73.6 billion in 2003, Sagient data show. The San Diego-based company doesn't track sales by private companies.
Private placements exempt companies from U.S. Securities and Exchange Commission regulations such as the Sarbanes-Oxley Act that are designed to inform investors about company operations and protect them from fraudulent accounting. The placements are already common for sales of convertible and high- yield bonds.
OPUS-5 intends to list companies of varying size and across different industries, said Dan Simkowitz, head of equity products at Morgan Stanley. OPUS-5 is also in talks with other investment banks about joining its system, Chirico said.
Nasdaq Stock Market Inc., the second-largest U.S. equity exchange, will list more than 600 securities on its revamped Portal private-placement trading system, which began operations Wednesday. Nasdaq began Portal in 1990 and received SEC approval to operate the automated system on the Internet last month.
Archer Daniels Midland Co., Germany's Adidas and Australia's Telstra have raised money this year on the Portal system, according to Nasdaq. Portal disseminates quotes and real-time information on trades for thousands of securities, according to data on the exchange's Web site. The system doesn't match trades electronically, leaving brokerages to complete transactions.
The OPUS-5 system is designed to track shareholders and complete trades, which could complement a system like Portal, Simkowitz said.
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