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Re: arodcity post# 91

Wednesday, 09/10/2014 7:10:16 AM

Wednesday, September 10, 2014 7:10:16 AM

Post# of 98
Interesting re the merger:

A finders fee payable by the issuance of 2,000,000 shares of Overtech will be paid by Overtech to Unternehmensberatung Best Ltd. on Closing. The finders shares will be issued in reliance of the provisions of Regulation S of the Securities Act of 1933.

What is Regulation S you ask? Well, I am glad you asked that question. This link explains Regulation S.

http://media.mofo.com/files/Uploads/Images/FAQs-Regulation-S.pdf

And who can rely on Regulation S to sell unrestricted shares?

Regulation S is available only for “offers and sales of securities outside the United States” made in good faith and not as a means of circumventing the registration provisions of the Securities Act. The availability of the issuer (Rule 903) and the resale (Rule 904) safe harbors is contingent on two general conditions:
the offer or sale must be made in an offshore transaction; and
no “directed selling efforts” may be made by the issuer, a distributor, any of their respective affiliates, or any person acting on their behalf.



Do you think this thing can withstand 2 mil shares being sold? And while you are at it, check out who gets the fee. Unternehmensberatung Best Ltd is a UK company with 2 GBP in assets...prolly owned by the good Doctor who transferred her 40 mil shares.




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