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Re: TCallday post# 5314

Monday, 04/20/2020 5:21:09 PM

Monday, April 20, 2020 5:21:09 PM

Post# of 7058
https://www.sec.gov/Archives/edgar/data/1559172/000173112220000396/e1872_10-1.htm

This is not positive news and misrepresenting this as the stock being worth $1 is dangerous. Anyone in the mood for some toxic debt financing? Please do your research on the signatory to this agreement: Curt Kramer. The preferred stock purchase agreement indicates that Exhibit A (Certificate of Designation) is attached, but it is not included on the SEC website. What are the "rights and preferences" granted to Mr. Kramer for his $53,000?

I found some troubling information on this guy, including this article:

https://www.securitieslawyer101.com/2014/finra-blacklists-curt-kramer-mazuma-asher-enterprises/

Here are some highlights from the article:

Kramer is well-known in the penny stock marketplace as a toxic dilution funder.  In November 2013, the Securities and Exchange Commission (“SEC”) charged Curt Kramer and his Mazuma companies with violating federal securities laws; Kramer settled the charges for $1.4 million.

Consistent with the SEC’s recent action against Kramer, FINRA did not hesitate to identify Kramer as a bad actor, which disqualifies him from some types of market participation.

FINRA’s action in the Ecolocap case could have far-reaching effects.  The kind of toxic financing offered by Asher is extremely dilutive.  Typically, the funder gives his client companies cash in exchange for convertible notes.  The relative financing agreements provide for conversion of the notes into common stock at discounts of as much as 50 percent to market price.  As the funder converts and sells time after time, stock price is driven down, and so more and more shares must be issued to meet the terms of the agreement.  That is why these arrangements are called “death spiral funding.”

As dilution takes the shares outstanding to dizzying heights, many of Asher’s clients find it convenient to effect large reverse splits so they can “start over.”