According to the recent 253G2 there is some wiggle room as would be the case with CEO Josh.
The stipulations are too stringent for a savvy investor when RSO is getting shares at .0001 yes we know this stock offering says: This is a public offering of up to $10,000,000 in shares of Common Stock of Masterbeat Corp. at a price of $0.001. The offering price will be $0.001. The end date of the offering will be exactly 365 days from the date the Offering Circular is qualified by the SEC (unless extended by the Company, in its own discretion, for up to another 90 days).
Oh the wiggle room is here: "A maximum of 1,000,000,000 shares of our common stock, par value $0.0001 (“Common Stock”) at an offering price of $0.0005 to $0.01 per share (the “Offered Shares”). (See “Distribution.”), for a total offering of $1,000,000.00"
Further, who is going to just do a money drop into the CEO Josh company bank (No Escrow - The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds).
One could guess that a savvy investor could come in dump some cash for shares then turn around and sell off at the mark up. There is nothing we can see in the Reg 1A with a restriction and the volume would have to run more than the regular 1-5M daily.
Keep in mind the spin on the Reg 1A is (example):
If 25% of the Shares offered are sold:
Proceeds: $250,000.00
Offering Expenses: $100,000.00
Net Proceeds: $150,000.00
Principal Uses of Net Proceeds
Operational Expenses $48,000
Real Property Acquisitions $30,000
Marketing $20,000
Working capital $52,000
So do you see it?? The spin... in this example: $250,000 gross only $30k on acquisitions. We do not see the value for the company and especially the stockholders on the Reg 1A. Yes CEO Josh has cash in his pocket, he sells the stock that dilutes the shareholder position, and somewhere in this is the RSO Eric hands in the cookie jar.
Thus the value for us is in the RE builds/sale proving his business model. Something is up between the CEO and RSO that CEO Josh is less than candid with the stockholders. We know many things about both and watch it closely.
One additional note per the filing: Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.
Anyone in their right mind knows "ample time" is vague and ambiguous in contract terms. Specific time frames should have been included.
There are many Qs that need to be addressed however, we are patiently waiting the sale. It will flesh out some of our hunches in moving forward.
