DD Support Board and Research Team

[TenKay]

Correct. The correspondence shows up later. There has been some recent discussion about Section 4(a)1 on this board. One of the issues is that in order for it to be used as an exemption to registration by the re-seller they can't be an "issuer, broker or underwriter" as defined by the Securities Act. It seems to be a stretch to consider a note holder doing multiple conversions as not a "distribution" under the Act which makes them "underwriters" even though they have held the note longer that two years (a requirement developed under case law precedent).

But it seems some lawyers are making the argument they aren't and it is being accepted by the TA's.