InvestorsHub Logo
DaReal
Level Icon

Followers 120
Posts 3,168
Boards Moderated 0
Alias Born 02/21/2010

DaReal
Level Icon

Message

Join the InvestorsHub Community

Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.

Join the InvestorsHub Community

Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.

DaReal
Level Icon

Latest Posts




7. We note your response to comment 14 in our letter dated June 1, 2011. However, it appears that Mr. Won and Mr. Hwang are promoters because they have taken initiative in founding and organizing the business of your company and each received founders’ shares in conjunction with the formation of the Company. Similarly, it appears that Taurus Financial Partners, LLC is a promoter because they have taken initiative in organizing your business.



So now lets look at the latest Holders per the Filings:
Seon Won (2) 297,000,000 CEO
Jae Hwang (3) 39,000,000 former Treasurer and Secretary
John Ki (4) 39,000,000 Affiliate (10 Baggas, Opinion Letters)
Ben Bailey 39,000,000 Ben from 10 Baggas? very likely also that pennystockmomentum.com page
M Stocks, LLC (5) 39,000,000 Psionic Matrix
Taurus Financial Partners, LLC (6) 24,500,000 J. Scott Sitra
Jimmy Ahn 15,000,000 listed as Contact for AP Security what makes him an Affiliate
Jason D. Brenner 4,930,000
Osmar E. Chanquin 1,000,000

1,57M were sold in 2011/2012 to ~40 shareholders at .01

So per the table, the listed shareholders should be considered as Underwriters since the Company was always a shell and they got the shares from the Company/Officer directly, means Rule 144 doesn't apply for them. So offereing of shares has to happen at a fixed price as.

Per SEC Response to
Mr. Sean Won
SW China Imports, Inc.
January 14, 2013

General
1. We believe that because your company is a shell company, any selling shareholders reselling their shares in a registered offering are considered underwriters. Please refer to SEC Release 33-8869 (2007). That release makes clear that Rule 144 is not available for the resale of securities initially issued by shell companies. This is because shareholders who receive shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and adequate information (Form 10 information) has been available to the market for a period of 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed to be underwriters whose sales are designed to create a market in the company’s securities. Accordingly, please revise your prospectus as follows:
? Please revise your disclosure to state that the selling security holders must offer and sell their shares for a fixed price for the duration of the offering and disclose the price at which the selling shareholders will offer their shares. In this regard, please revise throughout the prospectus to remove any and all indications that selling shareholders have the ability to sell their shares at market prices. Please note that the shares must be offered at a fixed price because the company is not eligible to make an at-the-market offering under Rule 415(a)(4) of Regulation C because it is not eligible to make an offering under Rule 415(a)(1)(x) of Regulation C.
? Please revise your disclosure to identify your selling shareholders as underwriters. Please identify your selling shareholders as underwriters on the prospectus cover page, in the Selling Stockholders and Plan of Distribution sections, and elsewhere, as appropriate.
Risk Factors,



How did they got the 8-9M shares in the float that were dumped two days ago? And how many more did they manage to free up / remove the Restriction?