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Re: Juice555 post# 1640

Sunday, 04/15/2018 3:59:29 PM

Sunday, April 15, 2018 3:59:29 PM

Post# of 2585
You’re spot on!

I Just found another lawsuit! LOL

This one however (LG Capital) has been going on for some time, and like Kramer’s suit against RCGR is a legitimate case:

https://www.courtlistener.com/docket/4521030/lg-capital-funding-llc-v-vapor-group-inc/

It appears this case doesn’t involve any lazy slime balls that don’t want to put in an honest day’s work that are dependent on unwitting investors to finance their crooked lifestyle.

I assume there’s going to be more of these popping up on RCGR side according to their own disclosure on their last quarterly report (copy below).

By the way, what was the date of shareholder of record for the spin-off? Doron Svorai got his case squared away at the beginning of December, so do you think he held on to some shares (9.99% of OS) through the X-date to get a boat load of free RCGR shares with the spin off that he’ll be dumping after the shares are issued? Haha

One thing all of these companies have in common is they appear to be no more than a shell game. There’s no legitimate operations, and the subsidiaries that are merged into the company are often already buried in debt. As far as operations, what’s there is just barely enough to paint a veil of legitimacy to sell the scam long enough to get folks to buy and hold worthless shares so the lenders and/or family members can convert. By the time folks catch on it’s often too late and the price is in a death spiral.

As far as the S&E - Dekel Svorai case is concerned, surprisingly there’s been no ruling yet and the judge’s contact information is readily available for anyone to use however they choose, but, you are correct... if they get a favorable ruling that would indicate another ~3 billion shares or so that will be issued to Dror’s 2nd brother Dekel Svorai, on top of the billions being issued to the 1st brother Doron Svorai, and that’s only if the price doesn’t drop further.

Conference is scheduled for April 19th, and once again here’s direct contact to the judge’s chambers:
The presiding judge is George L. Russell III
Chambers Telephone: 410 962-5555
Fax: 410 962-5555


Due to the nature of 3(a)(10) suits they are filed and settled expeditiously.

It appears as though Yaniv Nahon has so far negotiated 2 lawsuits and one asset sale to exponentially benefit the Svorai’s. Correct me if I’m wrong, but I believe I read somewhere that a CEO’S legal fiduciary duty is to his shareholders? LOL

Joke CEO’S aside, I urge shareholders to get a better understanding of 3(a)(10) financing and what’s dubbed as “New Predatory Financing Using the Securities Act”.

https://repository.law.umich.edu/cgi/viewcontent.cgi?referer=https://www.google.com/&httpsredir=1&article=1039&context=mbelr

Even if the settlement agreement is provided to the court it may still not provide everything the judge needs to make a decision. For instance, in Lefkowitz, the SEC found that the 3(a)(10) financier was intentionally leaving out the “true value” of the settlement agreement and a side agree- ment to remit gains from the sale of the stock back to the company. At no point was the presiding judge made aware of the “market value of the settlement shares,” much less that the market value of those shares “exceeded the debt being extinguished by multiples.” While the court is shown to be aware of the total amount of the claims (through purchase agreements submitted to the court), the court is often not made aware of the value of the shares or the calculation by which they are further distributed after the date of the settlement. As one court put it, “the reviewing court ‘must have sufficient information before it to determine the value of both the securities, claims or interests to be surrendered and the securities to be issued in the proposed transaction.’” When reviewing the terms of a 3(a)(10) financing settlement agreement, it is not possible for a judge (or state agency) to determine the total number of shares or their value because 3(a)(10) financiers are able to request a nearly infinite amount of shares as the share price continues to fall.

C. Time Issues
Even if it were possible for all relevant and useful information to be included in a 3(a)(10) financing settlement agreement, there would still be a question as to the ability of judges in these fairness hearings to properly understand the transaction at hand. It is important to remember that this process is meant to take the place of traditional registration, a process that can take many months.86 In a 3(a)(10) financing hearing, the court can receive the complaint, the proposed settlement agreement, and the debt claim purchase agreements and approve the settlement agreement in as little as one to two days.

Further, some courts in which 3(a)(10) financing hearings often take place hold a “five minute motion calendar,” which requires that attorneys make a good faith effort to resolve the issue within five minutes. It has been implied that a statutory analysis shows that this sort of use of 3(a)(10) is improper—that a fairness hearing should go beyond “procedural fairness”—because the 3(a)(10) exemption requires a judicial determination of fairness to assure investor protection. It is extraordinarily unlikely that a court receiving a complaint, answer, and sixty-seven page claim purchase agreement, is able to resolve whether or not the deal is fair (in one or two days) with the same level of scrutiny as would be achieved with registration statements filed with the SEC. In order to properly protect companies and shareholders, a court must look over all material documents and be able to address any issues therein. Two days to review what can be hundreds of pages of documents and a five-minute hearing simply cannot provide the same level of protection as traditional SEC registration.



As described above, these judge’s don’t have the necessary information to make these rulings, and I assume is the case with this judge not being aware that the CEO is apparently signing off on multiple section3(a)(10) settlements to benefit the previous CEO’s family members, and how much stock has already been issued, and to what extent shareholder’s will be affected by his ruling. You’re right — this is our legal system and regulatory agencies run amok.


S&E Dekel Svorai settlement amount negotiated and signed off by Yaniv Nahon


LG Capital suit


RCGR disclosure

.......CB

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