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Re: Bullwinkle959 post# 1251

Wednesday, 10/04/2006 5:16:01 PM

Wednesday, October 04, 2006 5:16:01 PM

Post# of 41740
JK's private placement shares can be shorted...

"Further, on June 27, 2006 we entered into a Subscription Agreement with one accredited investor pursuant to which we sold, and the investor purchased, an aggregate of 4,000,000 restricted shares of our common stock at a per share purchase price of $0.013.

We claim an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

(d) COMPLIANCE WITH SECURITIES ACT. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Subscriber may enter into hedging transactions with third parties, which may in turn engage in short sales of the Securities in the course of hedging the position they assume and the Subscriber may also enter into short positions or other derivative transactions relating to the Securities, or interests in the Securities, and deliver the Securities, or interests in the Securities, to close out their short or other positions or otherwise settle short sales or other transactions, or loan or pledge the Securities, or interests in the Securities, to third parties that in turn may dispose of these Securities."



http://sec.gov/Archives/edgar/data/1096088/000101968706001646/0001019687-06-001646.txt

One might wonder how hard he is working on the "Mexican deal" if he is currently short those 4M shares. Of course he or his third party arbs could simply cover the short, take a huge profit out of his fellow shareholder's equity, flip the remaining CDs and suction out massive profits on the upside PR news as well I suppose....all IMHO of course.



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