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Agreed
Solid action for a Friday afternoon.
Never mind, just showed up
Just picked up another 600k shares, but so far not seeing it on the trades
You and me both! With the known customers all going through rapid growth and another customer readying for launch next week, I have a feeling that new production line was installed just in time!
I am hoping to see another video of the line in action and pumping out products!
The customers of Alkame keep selling product and releasing great info. I am thinking the 2 Million in revs will turn out to be a low figure!
News out for Alkm customer, Kona Gold. Looks like they are expecting rapid growth, should be an excellent catalyst for Alkame as well.
News out!
Kona Gold Solutions, Inc. Announces Hiring of New Vice President of Sales
Source: InvestorsHub NewsWire
Kona Gold Solutions, Inc. Announces Hiring of New Vice President of Sales
Company continues to have record sales
Melbourne, FL -- September 07, 2018 -- InvestorsHub NewsWire -- Kona Gold Solutions, Inc. (OTC Pink: KGKG), a hemp lifestyle brand focused on product development in the functional beverage sector, is pleased to announce the hiring of its new Vice President of Sales, Chris Selinger. Kona Gold’s focus has been to build a top tier sales team and they have begun the process with bringing Mr. Selinger aboard to lead the Company’s national sales efforts.
Mr. Selinger comes to Kona Gold with over 25 years of proven success in business operations and sales, with over 10 of those years being in the beverage industry. Mr. Selinger’s most remarkable achievement was signing over 88 new distributors for a national beverage brand in the Southeast region in 36 months, which increased yearly territory case sales from 70,000 cases to over 1.1 million cases.
“I am very excited to announce to our shareholders that we have filled a key position in the company with the hiring of our new V.P. of Sales, Chris Selinger,” stated Robert Clark, CEO of Kona Gold Solutions, Inc. “Chris is well known and a leader in the beverage industry and has been recently courted by large national brands, but after visiting our beautiful corporate headquarters in Melbourne, FL, learning about our brands, and seeing the huge opportunity with being part of a growing company in an emerging market, he made his decision to join the Kona Gold team.”
Clark continued, “Mr. Selinger and I spent 3 days at Kona’s corporate office laying out Kona’s road-map, revenue goals, and product line extension over the next year, and what we came up with is very aggressive and will catapult Kona Gold’s brands to national levels. Mr. Selinger is already in the process of reaching out and setting up meetings with distribution companies that he has built solid relationships with over his years in the beverage industry.”
Kona Gold continues to set sales records and is on track to once again have its best quarter in the third quarter of 2018. The Company has projected fourth quarter sales to dwarf all previous quarters with the hiring of Mr. Selinger and the Company’s product line extensions.
For more information regarding Kona Gold Solutions, please visit:
http://www.konagoldhemp.com
https://www.facebook.com/konagoldhemp
https://twitter.com/konagoldhemp
https://www.instagram.com/konagoldhemp/
For more information regarding HighDrate, please visit:
http://www.highdrateme.com
https://www.facebook.com/HighDrateMe/
https://twitter.com/highdrateme
https://www.instagram.com/highdrateme/
Kona Gold Solutions, Inc.:
Kona Gold Solutions, Inc., a Delaware Corporation, has created wholly owned subsidiaries, Kona Gold LLC and HighDrate, LLC. Kona Gold, LLC has developed a premium Hemp Infused Energy Drink line; please visit the Company’s website at www.konagoldhemp.com. HighDrate, LLC has developed the beverage industry’s first CBD Energy Water, available in 4 delicious flavors; please visit the Company’s website at www.highdrateme.com. The Companies are located on the east coast of Florida in Melbourne.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control.
Investor Relations Contact:
investorrelations@konagoldhemp.com
Yes, we do. And the answer is no.
So which is it... is the AS maxed out or is Eakle issuing more shares?
Can’t have it both ways, regardless of the story you wish to fabricate
Wow, I thought for sure that was a joke.
I really do appreciate your concern, but I am very comfortable with my holdings here, as I am confident that is not the actual design of the can.
But by all means, if you feel that is what the marketing strategy of Kona Gold is, I would sell and never look back, lol.
Best of luck!
All joking aside, is this a serious comment?
Gotta love that water!
Lol, great response to verifiable proof the proposed questions.
“Powered by Alkame”.
As definitive as it gets, my friend
Well, since you asked! It is stated right in the 10k, which was released 7/18/2018! Here, I will share the relevant section.
“Competition and Feasibility
The Company competes on the basis of product quality and customer service. The Company believes that the products' Alkaline, Antioxidant and Oxygenated features, along with its superior taste, and attractive packaging options are significant factors in maintaining the Company's competitive position. We believe we have a superior product with more features and sell on the benefits and functions, not the price. We believe our ability to incorporate additional supplemental materials using this water as the base can provide a more efficient delivery mechanism, has enabled us to exploit this technology by offering it to others to be utilized in their products. Co-branding with the “Powered by Alkame Technology” enables us to continue to utilize all of these products as vehicles to get the word out about the technology, and not solely on our brand alone. Since we have repositioned ourselves as the production house, the competition dynamic changes dramatically in our favor.”
See where it states they are co-branding with the “Powered by Alkame Technology”? There happens to be numerous products currently on the market with that branding. Several of which happen to be in my refrigerator right now!
I can provide pictures if that will be of help.
Experiments on the Technology
Which part are you referring to, being courteous in discussions or the no outright bashing?
Must have missed the part where it is stated that debates are encouraged.
Either way, thanks for looking!
Alkame Holdings, Inc. Completes 3(a) (10) Financial Obligation
LAS VEGAS, NV--(Marketwired - Feb 14, 2017) - Alkame Holdings, Inc. (OTC: ALKM), a publicly traded health and wellness technology holding company with a focus on patentable, innovative, and eco-friendly products, is pleased to announce, that EROP Capital, LLC has completed its 3(a) (10) process, resolving several of Alkame Holdings, Inc.'s financial obligations.
On November 10, 2014, Alkame Holdings, Inc. entered a Stipulation and Settlement Agreement with EROP Capital, LLC, for the settlement of certain past-due obligations and accounts payable of the Company totaling $796,451.55. EROP had purchased these obligations and accounts payable from certain creditors and vendors of the Company, and on January 12, 2015, the Broward County, Florida Court(s), entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a Stipulation of Settlement Agreement (the "Agreement"). EROP was entitled to convert the debt into common shares of the Company, and under very stringent guidelines, to sell the shares until such time as they had recovered the full amount of $796,451.55 in past-due obligations and accounts payable of Alkame. The EROP Order provided for the full and final settlement of the EROP Claim and the EROP Action. With completion of the conversion and payments of all amounts under the Agreement, the case between EROP and Alkame will now be closed out.
Robert Eakle, CEO of Alkame Holding, Inc., stated, "This marks a major milestone for Alkame, and also finalized our control of the IP."
Can anyone show proof to refute this as being how the shares were issued?
Didn’t think so
Division of Corporation Finance
Securities and Exchange Commission
Staff Legal Bulletin No. 3A (CF)
Action: Publication of CF Staff Legal Bulletin
Date: June 18, 2008
Summary: This staff legal bulletin provides the Division of Corporation Finance’s views regarding the Section 3(a)(10) exemption from the Securities Act of 1933’s registration requirements. The bulletin also expresses the Division’s views regarding the Securities Act resale status of securities that are received in certain transactions exempt from registration pursuant to Section 3(a)(10).1
Supplementary Information: The statements in this legal bulletin represent the views of the Division of Corporation Finance. This bulletin is not a rule, regulation, or statement of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved its content.
Contacts: For further information, please contact the Office of Chief Counsel in the Division of Corporation Finance at (202) 551-3500.
1. Overview
Section 3(a)(10)2 of the Securities Act3 is an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions.4 Before the issuer can rely on the exemption, the following conditions must be met.5
The securities must be issued in exchange for securities, claims, or property interests; they cannot be offered for cash.6
A court or authorized governmental entity7 must approve the fairness of the terms and conditions of the exchange.
The reviewing court or authorized governmental entity must:
find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued;8 and
be advised before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court’s or authorized governmental entity’s approval of the transaction.
The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and conditions of the transaction.
A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary that the law require the hearing.
The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.
Adequate notice must be given to all those persons.
There cannot be any improper impediments to the appearance by those persons at the hearing.
The Section 3(a)(10) exemption is available without any action by the Division or the Commission. Issuers that are unsure of whether the exemption is available for a specific contemplated transaction may, however, seek the Division’s views by requesting a “no-action” position from the Division.
This bulletin discusses the issues that commonly arise in those “no-action” requests. The Division believes that, by making its views on these issues more widely known, issuers will better understand when the exemption is available. Also, by making the Division’s views more widely known, this bulletin should decrease those situations in which an issuer is uncertain whether the exemption is available for a contemplated transaction.
2. Timing of No-Action Requests
The Division will not issue a no-action response concerning a transaction after the fairness hearing has been held. An issuer must, therefore, submit its no-action request before the fairness hearing. If an issuer submits a no-action request very close to the fairness hearing date, the Division may not have adequate time to consider the issues presented and respond before the fairness hearing.9
3. Timing of Security Holders’ Votes
When an issuer solicits security holders’ votes on the transaction before the fairness hearing, it is offering the securities to be issued in the transaction. This solicitation ordinarily requires either registration or an exemption.
A practical issue arises because many statutes governing fairness hearings require security holders to vote before the hearing, at a time when the issuer cannot be certain that it will be able to rely on the Section 3(a)(10) exemption. In these situations, the Division has not objected to a vote before the fairness hearing, even though this means an investment decision is made before the fairness hearing. The Division takes this view because the timing is required by the governing statute and, under that statute, the transaction is not effected unless the court or authorized governmental entity approves it. In the Division’s view, the issuer should submit to the court or authorized governmental entity the disclosure materials offering the securities before it mails them to the offerees.
4. Division Analysis of the Requirements Underlying the Exemption
A. The Securities Must Be Issued in Exchange for Securities, Claims, or Property Interests
This requirement generally does not raise interpretive issues.10 However, it is important to note that when options, warrants, or other convertible securities are issued in the Section 3(a)(10) transaction, Section 3(a)(10) does not exempt the later exercise or conversion.11
This is different than transactions that are exempt under Section 1145 of the U.S. Bankruptcy Code. Section 1145 specifically exempts the later exercise or conversion from Securities Act registration.12
B. A Court or Authorized Governmental Entity Must Approve the Exchange’s Terms and Conditions
1. Appropriate Authorization for Governmental Entity Approval
If a governmental entity is approving the exchange, that entity must be authorized by statute:
to hold a hearing on the transaction, although it is not necessary that the statute require the hearing; and
to approve the fairness of the exchange’s terms and conditions.13
In this analysis, the statute must require the entity to conclude affirmatively that the exchange is fair to the security holders participating in the exchange.14 For example, the statute must require the governmental entity to conclude that the terms and conditions of the exchange are “in the best interest of shareholders” or “fair” to shareholders, not that the exchange is “not unfair,” “not unreasonable,” “not prejudicial,” or “not counter to the best interest of shareholders.”15 Moreover, the governmental entity must find the terms and conditions to be fair both procedurally and substantively.
If there is a question as to whether the statute authorizes the governmental entity to hold a hearing on the transaction and to approve the fairness of the exchange’s terms and conditions, it may be clear from the actual practice of the authorized governmental entity. For example, in State Mutual Life Assurance Company (Mar. 23, 1995), the Division relied on an opinion from counsel to the Division of Insurance of the Commonwealth of Massachusetts that the relevant statute authorized the Massachusetts Insurance Commissioner to make the requisite fairness determination.
If an issuer intends to rely on the Section 3(a)(10) exemption, it may want to look at prior Division no-action responses and see if the particular statute has ever been the basis for a Division no-action position. If the statute has been the basis for a Division no-action position, the issuer should consider whether the language of the statute has changed since the Division took that no-action position.
2. Information That Must Be Available to the Court or Authorized Governmental Entity When It Makes Its Fairness Determination
The issuer must advise the court or authorized governmental entity before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court’s or authorized governmental entity’s approval of the exchange. It is the Division’s view that the reviewing court or authorized governmental entity making the fairness determination “must have sufficient information before it to determine the value of both the securities, claims or interests to be surrendered and the securities to be issued in the proposed transaction.”16
3. Fairness Hearings Conducted under State Securities Laws
Under Section 18 of the Securities Act, securities that otherwise would be covered securities, and therefore exempt from the registration or qualification provisions of state securities laws, are removed from the definition of “covered securities” if they are offered and sold in reliance on the Section 3(a)(10) exemption.17 Accordingly, an issuer may rely upon a fairness hearing conducted under state securities law to perfect an exemption under Section 3(a)(10) for securities that otherwise would be covered securities.18
Because Section 18 exempts all securities issued in reliance on Section 3(a)(10) from the definition of “covered securities,” such securities are no longer exempt from the registration or qualification provisions of any state securities laws.
4. Foreign Courts
It is the Division’s view that the term “any court” in Section 3(a)(10) may include a foreign court.19
In connection with no-action requests in these situations:
all requirements that apply to exchanges approved by U.S. courts must be met; and
the issuer must provide the Division with an opinion from counsel licensed to practice in the foreign jurisdiction that says that, before the foreign court can give its approval, it must approve the fairness of the proposed exchange to persons receiving securities in the exchange.20
C. Before Approval, the Court or Authorized Governmental Entity Must Hold a Hearing on the Fairness of the Exchange; This Hearing Must Be Open to Everyone to Whom Securities Would Be Issued in the Proposed Exchange
The court or authorized governmental entity must:
hold a hearing to determine whether the proposed exchange’s terms and conditions are fair to all those who will receive securities in the exchange; and
approve the fairness of the terms and conditions of the proposed exchange.
The hearing must be open to everyone to whom securities would be issued in the proposed exchange.
The issuer must provide appropriate notice of the hearing in a timely manner.21 Section 3(a)(10) does not specify the information that must be included in the required notice.
Although the anti-fraud requirements of the federal securities laws would govern disclosure, the Division does not address the adequacy or appropriateness of the information provided to persons who have a right to appear at the hearing. In connection with no-action requests, the Division will consider the adequacy of the notice only to the extent that it:
adequately advises those who are proposed to be issued securities in the exchange of their right to attend the hearing; and
gives them the information necessary to exercise that right.
An issuer that intends to rely on the Section 3(a)(10) exemption should consider whether, as a practical matter, imposing prerequisites to appearance will prevent those persons from having a meaningful opportunity to appear at that hearing.22
5. Resale Status of Securities Received in a Transaction Exempt From Securities Act Registration Pursuant to Section 3(a)(10)
In Securities Act Release No. 8869 (Dec. 6, 2007), the Commission amended Securities Act Rule 145 to eliminate the presumptive underwriter provision in Rule 145(c) except for transactions involving a shell company, other than a business combination related shell company.
Accordingly, it is the Division’s view that securities received in a Rule 145(a) transaction not involving a shell company that was exempt under Section 3(a)(10) may generally be resold without regard to Rule 144 if the sellers are not affiliates of the issuer of the Section 3(a)(10) securities and have not been affiliates within 90 days of the date of the Section 3(a)(10)-exempt transaction, as such securities would not constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. In the event that the securities are held by affiliates of the issuer, those holders may be able to resell the securities in accordance with the provisions of Rule 144.23
When a Rule 145(a) transaction is exempt from Securities Act registration under Section 3(a)(10) and any party to that transaction is a shell company, other than a business combination related shell company, then the Rule 145(c) and (d) resale limitations apply to any party to that transaction (other than the issuer of the Section 3(a)(10) securities) and to any person who is an affiliate of such party at the time such transaction is submitted for vote or consent.24 In those situations, holders who are deemed to be underwriters under Rule 145(c) may resell their securities without registration in the manner permitted by Rule 145(d).25
1 The bulletin was originally issued on July 25, 1997 and revised on October 20, 1999 to provide the Division’s views on the availability of the Section 3(a)(10) exemption after the enactment of Section 302 of the Securities Litigation Uniform Standards Act of 1998. The bulletin is now further revised to express the Division’s views regarding the Securities Act resale status of securities that are received in transactions exempt from registration pursuant to Section 3(a)(10) in light of Securities Act Release No. 8869 (Dec. 6, 2007) [72 FR 71546], which amended Securities Act Rules 144 and 145. This bulletin replaces the two prior bulletins in their entirety.
2 15 U.S.C. §77c(a)(10). Section 3(a)(10) reads as follows:
“Except with respect to a security exchanged in a case under title 11 of the United States Code, any security which is issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court, or by any official or agency of the United States, or by any State or Territorial banking or insurance commission or other governmental authority expressly authorized by law to grant such approval.”
3 15 U.S.C. §77a et seq.
4 The Trust Indenture Act of 1939 does not include an exemption that is the equivalent of Section 3(a)(10) of the Securities Act. If an issuer is relying on Section 3(a)(10) to offer and sell debt securities without Securities Act registration, it should note that the Trust Indenture Act would still apply to that offering.
5 The staff derives these conditions from the language of Section 3(a)(10) and positions expressed by John J. Burns, the General Counsel of the Commission, in a letter excerpted in Securities Act Release No. 312 (Mar. 15, 1935) [11 FR 10953].
6 Section 3(a)(10) also exempts sales of securities that are “partly in such exchange and partly for cash....” It is the Division’s view that Section 3(a)(10) exempts transactions that are predominantly exchanges and that the “partly for cash” language is intended merely to permit flexibility in structuring those exchanges. Because this analysis necessarily would be very fact-specific, the Division is not able to give specific guidance on the issue in this staff legal bulletin. To the extent the issue is presented in a transaction, an issuer may wish to request a no-action position from the staff on that particular transaction.
7 Authorized governmental entities may include state insurance commissions, state corporation or securities commissions, state banking agencies, etc.
8 In the Division’s view, the reviewing court or authorized governmental entity must find the terms and conditions of the exchange to be fair both procedurally and substantively.
9 Generally, the Division strives to respond to requests for no-action within 30 days of receipt. It makes every effort to satisfy the time schedule of the requestor but may not be able to accommodate a very short deadline.
10 Despite the “exchange” requirement of Section 3(a)(10), the Division has not objected, in limited circumstances, to the issuance of securities as attorneys’ fees without registration in reliance on the Section 3(a)(10) exemption, such as when those securities amount to no more than one-third of the securities issued in the settlement. See, e.g., Hanover Compressor Co. (Jan. 27, 2004); Sprint Corp. (Aug. 25, 2003); Sulcus Corp. (June 19, 1996); and The Score Board (Nov. 3, 1995). For a discussion of exchanges that are “partly for cash,” see footnote 6.
11 See, e.g., Canadian Conquest Exploration, Inc. (Apr. 6, 1989); and Allied Leisure Industries, Inc. (Oct. 4, 1979).
12 11 U.S.C. §1145(a)(2).
13 Where an issuer will use court approval as a basis for relying on the Section 3(a)(10) exemption, the court also must make this finding. It is not necessary, however, that the court be expressly authorized by statute to do so. See Securities Act Release No. 312, supra note 5. See also the discussion in the Foreign Courts subsection of this bulletin for the requirements for a foreign court to approve the exchange.
14 In 1938, the staff of the Commission stated its view that:
“[A] commission or authority must be authorized to grant approval of the fairness of the terms and conditions of the issuance and exchange, from the point of view of the persons to whom the securities are issued in the exchange, and this authority must be express. This seems to be the proper interpretation if the requirement of a hearing upon the fairness of the terms and conditions is not to be rendered meaningless. As a result many commissions, such as public service commissions, whose authorization may be required for the reorganization of certain companies, will be found not to have the requisite authority because [they are] not authorized to pass upon the interest of the security holders.” (emphasis added)
— Milton V. Freeman, A Summary of Administrative Interpretations of the Securities Act of 1933, As Amended at 280-81 (draft of May 1, 1938) (citations omitted). This position was restated in the Report of the Task Force on Disclosure Simplification (Mar. 5, 1996), available at http://www.sec.gov/news/studies/smpl.htm (the “Task Force Report”). See also Securities Act Release No. 312, supra note 5 (“In my opinion a State governmental authority…must possess express authority of law to approve the fairness of the terms and conditions of the issuance and exchange of the securities in question. This interpretation seems necessary to give meaning to the express requirement of a hearing upon the fairness of such terms and conditions, which must subsume authority in the supervisory body to pass upon the fairness from the standpoint of the investor, as well as the issuer and consumer, and to disapprove terms and conditions because unfair either to those who are to receive the securities or to other security holders of the issuer, or to the public.”).
15 Examples of appropriate statutory standards in favorable Division responses to no-action requests include requirements that the entity determine that the transaction:
(1) is one where “an intelligent and honest man, a member of the class concerned and acting in respect of his interest, might reasonably approve” (Transocean Inc., Sept. 26, 2007); (2) “adequately protects the interests of depositors, other creditors and shareholders” (Minowa Bancshares, Inc., Nov. 26, 1990); (3) is “fair and equitable” to shareholders (Farm Family Mutual Insurance Co., Apr. 2, 1996); and (4) promotes the “public convenience and advantage and the interest of [the merging] institutions, their members, stockholders and depositors” (CFX Corp., Apr. 19, 1996).
16 See Task Force Report, supra note 14, at page 80. See also ICICI Bank Limited (Dec. 13, 2001); Information Resources, Inc. (Feb. 27, 1995); and Applied Magnetics Corp. (May 30, 1995).
17 See 15 U.S.C. §77r(b)(4)(C). The National Securities Markets Improvements Act, Pub. L. No. 104-290 (1996) (“NSMIA”), amended Section 18 of the Securities Act to preclude any state from requiring registration or qualification of “covered securities.” “Covered securities” are defined in Section 18 and Securities Act Rule 146 to include, among others, securities listed or approved for listing on the New York Stock Exchange, the American Stock Exchange, or The NASDAQ Stock Market. The effect of this amendment was to preempt any state law that authorized a state fairness hearing relating to the registration, or exemption from registration, of securities that were “covered securities” before the hearing. An issuer, therefore, could not use such a hearing as a basis for relying on the Section 3(a)(10) exemption. (Of course, as noted in the original SLB 3, not all state fairness hearings relating to exchanges of securities were preempted by NSMIA. The preemption did not apply to state fairness hearing procedures outside the scope of state securities laws, such as those authorized by state corporation, banking or insurance law and not relating to registration, or an exemption from registration, of securities. Issuers were never precluded from using such hearings as a basis for relying on the Section 3(a)(10) exemption.)
NSMIA’s prohibition of reliance on certain state fairness hearings to perfect a Section 3(a)(10) claim of exemption with respect to “covered securities” was inadvertent. See 144 Cong. Rec. H6052, H6060 (daily ed. July 21, 1998) (statement of Rep. Cox). To correct this, Section 302 of the Securities Litigation Uniform Standards Act of 1998, Pub. L. No. 105-353 (1998), was enacted to amend Section 18(b)(4)(C) to add securities issued under Section 3(a)(10) of the Securities Act as a category of securities exempt from the definition of “covered securities.”
18 The Division first published its views regarding this matter in letters to Food Lion, Inc. (Jan. 13, 1999) and Maverick Networks (Jan. 25, 1999).
19 See, e.g., SanDisk Corp. (Sept. 21, 2006); AngloGold Ltd. (Jan. 15, 2004); Constellation Brands, Inc. (Jan. 29, 2003); Galen Holdings PLC (Aug. 7, 2000); Lucas Industries plc (Aug. 20, 1996); Symantec Corp. (Nov. 22, 1995); and Orbital Sciences Corp. (Oct. 13, 1995).
20 The Division requires this additional opinion because the fairness standard in foreign jurisdictions often is derived from case law that interprets and applies the statute(s), rather than from the specific language of the statute(s). The opinion of foreign counsel should state clearly that:
under applicable law, the court cannot approve the exchange unless it finds the transaction to be fair to the persons who will receive the securities;
those persons will receive notice of, and have the right to appear at, the fairness hearing; and
the issuer will advise the court before the hearing that it will rely on the Section 3(a)(10) exemption and not register the exchange under the Securities Act based on the court’s approval of the exchange.
21 For example, if the securities are held in bearer form, there must be appropriate publication of the notice.
22 The Division has not objected to the mere requirement to file a notice of an intention to appear. For examples of favorable staff responses to no-action requests where the filing of a notice of an intention to appear was required, see ICICI Bank Ltd. (Dec. 13, 2001); Digicon Inc. (Aug. 19, 1996); and Canadian Pacific Ltd., (June 26, 1996).
23 See Rule 144(b)(2) under the Securities Act.
24 In computing the holding period of the Section 3(a)(10) securities for purposes of Rule 145(d)(2)(ii) or (d)(2)(iii), such persons may not “tack” the holding period of the securities exchanged for the Section 3(a)(10) securities in the Section 3(a)(10)-exempt transaction.
25 However, Rule 145(d) is not available with respect to any transactions or series of transactions that, although in technical compliance with the rule, is part of a plan or scheme to evade the Securities Act registration requirements. Note to Rule 145(c) and (d) under the Securities Act.
http://www.sec.gov/interps/legal/cfslb3a.htm
Home | Previous Page
Modified: 06/18/2008
Just remember, the 2015 financials won’t be released until October, I don’t care what EDGAR or OTCmarkets says!
He stated 2 million if they stopped growing... so yes, it was a terrible comment and it was at best ignorant and at worst intentionally misleading. As for me being a moderator, I have never deleted one of your comments unless it violated the TOS, that is not something I believe in... but A for effort!
A rebuttal to terrible comments? I sure do. His statement locked in a floor of 2 million, it did not open up the possibility of less than that.
You say “if everything goes right”. The ceo says “if we stop growing”. I wonder who has the more accurate info?
80 invoices were processed through shopalkame.com between 0615 and 0900 this morning.
Shipping rates have been cut by close to 40%
New post on Bell Foods FB page. Unwrapping new equipment. Piece 5 of 9.
This is taken straight from the 10k released a few weeks ago, and is where the AIDS reference is most likely originating:
“Experiments on the Technology
The technology for alkaline bottled water has undergone separate double-blind placebo, peer backed research. One was with HIV patients and the other was on Exercise Tolerance. The feasibility of the product is clearly evident, and we believe there is no major competition to date.
Based on the study with HIV patients undergoing antiretroviral therapy have concluded that drinking sufficient quantities of Alkame improves important parameters of health in individuals infected with HIV. Drinking Alkame provides a significant boost to the immune system as shown by an increase in CD4 T cells (which are the primary targets of HIV and are crucial for immune defense against infections) and a decrease in the total virus load of HIV patients.
Based on the Exercise Tolerance study, the amount and the type of water consumed during rehab revealed a difference in the patient’s aerobic endurance. We found that drinking one liter of electrolyzed alkaline water is more beneficial than drinking three liters of plain water, which is great news for chronic obstructive pulmonary disease patients with congestive heart failure. In light of our study, Kern Rehab henceforth furnishes one liter of electrolyzed alkaline water for each patient participating in our comprehensive outpatient pulmonary rehab facility. The reason being, 3 liters of plain water per day exhibited 12.4% MET improvement in the exercise and fitness level per 6-minute walk /12-week program, whereas, 1-liter of electrolyzed alkaline water exhibited 17.8% MET improvement.”
Another video posted to the Bell Food and Beverage FB page. More machinery being installed.
Looks the shake out may be over.... would be great to see this get back on track and heading higher
Looks like that 38M wall at 13 was fake. Only took one hit to crumble... clearly shows MM the manipulation going on here
"and what would stop us from growing are capital constraints and infrastructure”
In layman terms: we have more customers than we are capable of serving at this time.
Is this a serious interpretation?
I think it must be meant as a joke, but I fear it is meant as an honest statement.
“They will have no choice but to either increase the A/S and issue billions more shares or execute a massive reverse split, wipe us all out and then issue billions of shares again.
This is a game where only Eakle and his new investors will make money imo. We've been shafted, plain and simple.”
If this were true, why wouldn’t he have done that already? Why pay off any of the notes with cash flow?
The logic that Eakle will wipe out existing shareholder is inherently flawed by documented actions already having taken place.
“We started in May of 2017, and it took a little while to get in and get started. Between breakdown, moving, and setting it all back up, it took several months. Keep in mind we only had about a half a year of work in 2017.”
So yes the timeline was laid out.
So we are close to 15 months down and about 3 to go to hit the 18 months.
Thanks for the info!
Again, how specific can any company get releasing info via FB? Expecting more at this juncture is unrealistic.
“We are talking to traditional forms of financiers and seeking traditional lines of credit. We should be open to these shortly as most traditional lenders would like to see the company have 18 to 24 months in business under their belt. The company wasn’t in a position to do that before, but receivables are growing and getting closer to 18 months everyday.”
So yes, specifics were given as to why the company is/was required to dilute and what is preventing them from traditional forms of financing. Those lines of credit will be coming available shortly.
I like how you completely ignore the talk about traditional financing lines being opened up.
Eakle didn’t sugar coat things. The situation isn’t ideal, but MANY questions were very clearly answered and the financial outlook is drastically improving.
The responses were well written, detailed and IMO answered as thoroughly as legally possible in a FB post.
This is the best one to me... shows that they have more lined up than they can currently handle... each successful sale will allow them to do more. That is true growth at its finest.
Well done, thanks Tempy!
Answers to our questions are rolling out right now on FB!