Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Amendment No. 4 to FORM S-1 The date of this Prospectus is _________, 2014.
To dispel any misinformation about TRTC and Dominion Capital LLC the notes and warrants have been issued, but have not been registered for any transactions yet. Securities and Exchange Commission must declare the Registration Statement effective by issuing a notice of effect.
Nothing, zero, nada, has been sold, converted, traded, and/or exchanged on a cash or cashless basis from this S-1, and here is the proof:
Amendment No. 4 to FORM S-1
November 20, 2014
Promissory Notes 25,533,500
Warrants 6,271,930
Amendment No. 3 to FORM S-1
October 30, 2014
Promissory Notes 28,861,468
Warrants 6,271,930
Amendment No. 2 to FORM S-1
October 6, 2014
Promissory Notes 39,445, 890
Warrants 6,271,930
September 12, 2014
Amendment No. 1 to FORM S-1
Promissory Notes 41,308,206
Warrants 6,271,930
August 8, 2014
FORM S-1
Promissory Notes 41,308,206
Warrants 6,271,930
Does anyone see any change in the number or warrants, NO.
Does anyone see any change in the number of promissory notes, YES a reduction of 15,774,706 shares.
TRTC is requesting to register: for resale 6,271,930 shares of Common Stock underlying the Warrants in this Registration Statement. Currently, if all of the outstanding Warrants are exercised for cash, the Company will receive gross proceeds of approximately $1,881,579, as to which there cannot be any assurance of exercise for cash or at all.
Registration Rights
In connection with the Debt Placement, we also entered into a Registration Rights Agreement, dated February 5, 2014, with Dominion (the “Registration Rights Agreement”), pursuant to which we agreed to register for resale all of the shares of Common Stock underlying the Notes and the Warrants in a registration statement to be filed with the SEC. Pursuant to the Registration Rights Agreement, as supplemented by the Amendment, we filed with the SEC a Registration Statement that includes this Prospectus to register for resale under the Securities Act 31,805,430 shares of our Common Stock that may be issued to Dominion upon the conversion of the Notes or the exercise of the Warrants.
Promissory Notes 25,533,500 plus warrants 6,271,930 equal 31,805,430.
Notes due August 5, 2015, September 5, 2015, October 5, 2015, November 5, 2015, December 5, 2015, January 5, 2016, and February 5, 2016.
TRTC has reported every transaction of stocks, and warrants, these are the transaction that took place during the time period of this S-1 does anyone see Dominion Capital LLC listed in these transactions. NO, because they are not.
August 8, 2014 to November 20, 2014
On July 9 and 10, 2014, the Company offered and sold 6,659,429 shares of Common Stock to 34 persons, all but one of whom were accredited investors, in exchange for providing services to the Company valued at approximately $3,528,967. The issuances were made pursuant to the exemptions for registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, promulgated under the Securities Act.
On May 2, 2013 we issued a warrant to Ron Hart in exchange for scientific, consulting and advisory services. On July 9, 2014, we issued 444,315 shares of Common Stock to Mr. Hart upon exercise of his warrant. Mr. Hart exercised his warrant pursuant to a cashless exercise feature. The warrant and Common Stock issuances were made pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
On or about November 4, 2014, we issued 200,000 shares of Common Stock to Dharminder Mann and his designee in connection with the settlement of legal proceedings instituted by Mr. Mann and We Grow Garden Supply LLC. The issuance was made pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
Pg II-4
