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Re: MIKEY501 post# 219090

Tuesday, 09/01/2015 1:01:59 PM

Tuesday, September 01, 2015 1:01:59 PM

Post# of 371269
This one is even more perplexing:

The parties agreed that TCA would have benefits of Rule 144 under the Securities Act of 1933 by the Corporate Defendants becoming a reporting company under SEC rules. As such, the Corporate Defendants covenanted that they would register and file Form 10 within 120 days of the closing date of the loan documents i.e. May 24, 2013, so as to become a reporting company required to file periodic reports with the SEC under Section 12 of the Exchange Act. In fact, the Corporate Defendants did not file the Form 10 until March 11, 2015, more than six (6) months delinquent. Moreover, by failing to file current and accurate current reports as set forth in paragraph 22 above, TCA is unable to take advantage of the Rule 144 safe harbor in the sale of securities of the Corporate Defendants.