DD Support Board and Research Team

[CashBowski]

It’s interesting you mention that.

Odd to do a 3(a)(10) action in federal court. As the dockets suggest, it takes much longer than in state court, where they can be over and done with in two or three days...

I’m not exactly sure why they couldn’t get the shares issued in the first place. All the section 3(a)(10) suits I’ve come across involved a shell and a third party transaction.

They registered in the state of Maryland presumably for the purpose of these suits shortly after Svorai stepped down as CEO of Vapor Group, which very well could’ve been directly correlated as to avoid any red flags with the family name reference and multiple suits.

What’s striking is the first suit involving Dror’s older brother Doron Svorai of D&D Capital was filed following traditional rules; i.e. filing a complaint, serving the defendant, and going back and forth with mock negotiations and finally coming up with an agreement for settlement that was submitted to the court for a Fairness Hearing, which as you point out took all of 5 minutes to adjudicate... You can read the complaint here: https://www.courtlistener.com/docket/6325894/se-capital-llc-v-vapor-group-inc/

It appears the D&D/Doron Svorai suit was just a test run full of smoke and mirrors by following a traditional case decorum. They became more bold with the second/current suit with Dror’s younger brother Dekel Svorai of S&E Capital, which packed all of the above including a forbearance agreement; reinstated note; and settlement agreement into a single filing with the court...now scheduled for a 5 minute phone conference with the magistrate judge for tomorrow.

The system is broken!

On the other hand I think RCGR may be in some hot water with FINRA as they didn’t process their registeration for DGCL 251 and had to unwind back to Colorado... https://backend.otcmarkets.com/otcapi/company/sec-filings/12577633/content/html

I was wondering why they processed the move from Florida to Colorado, but not Delaware. I just read on VPOR board that they’re now registered back in Florida as a foreign Corp presumably still registered in CO. Link to FL SOS HERE.

Could be the Kramer suit (oh yeah, they got their first toxic financing suit filed beginning of the year) that’s causing FINRA to drag their feet, or could be dozens of other red flags with Svorai, or combination of both, but there’s got to be a reason why Svorai doesn’t want his name appearing anywhere except this 8-K where it shows he invested in a subscription agreement by purchasing 1,000,000 Supermajority Convertible Preferred shares exempt from registeration by Rule 506 of Reg D. Each share converts to 1,000 common and he already converted 37,000 into 37,000,000.

Btw, here’s a good read on section 3(a)(10):

3(A)(10) FINANCING: NEW PREDATORY FINANCING USING THE SECURITIES ACT
Thomas S. Glassman
ABSTRACT
The Section 3(a)(10) exemption of the Securities Act of 1933 is meant to exempt securities transactions where a fairness hearing by a judge or government agency’s ruling replaces the usual SEC registration requirements. Recently, there has been a rise in 3(a)(10) financing schemes, where a third party investor, what I call a “3(a)(10) financier,” will offer to purchase the outstanding debts of a company from its creditors in exchange for discounted, and unregistered, shares of stock. In many cases these exchanges are done with no notification to current shareholders whose value falls precipitously when the 3(a)(10) financier begins not only selling, but through a common clause in these 3(a)(10) financing contracts, also demanding that the company issue more shares to them at any time. The companies who work with 3(a)(10) financiers have, in some cases, become complicit in the scheme in order to hide these transactions from investors who provide the liquidity for the 3(a)(10) financier sell-offs. I conclude that the SEC needs to provide updated guidance on Section 3(a)(10) as well as bring significant enforcement actions to curtail this budding preda-tory finance scheme...

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