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Re: loanranger post# 297408

Tuesday, 02/23/2010 7:57:41 AM

Tuesday, February 23, 2010 7:57:41 AM

Post# of 346917
Karma,
I belated realized that most of my previous post had already been covered.

I left the following 8-K quote out of it regarding the transfer of Class B shares:
"No person holding shares of Class B Stock of record may transfer, and the Company shall not register the transfer of, such shares of Class B Stock, as Class B Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a permitted transferee (as described in the Certificate of Amendment) and any attempted transfer of shares not permitted shall be converted into Common Stock as provided by subsection."

Any attempt to determine what a "permitted transferree" might be required a wait of about 14 months.

Note that the above was filed on 7/28/08, referring to a Certificate of Amendment filed on 7/16/08. For some reason the company appears not to have made that CofA public until the Form 8-A registration was filed on 9/28/09. Unfortunately it is in a form that I cannot copy and paste.
http://www.sec.gov/Archives/edgar/data/1201251/000114420409050269/v161426_ex3-3.htm


FWIW, the restrictions on the transfer and estate handling of Class B gets a ton of ink in the above document. However I haven't found any filing at all that describes the general basis for the actual issuance of Class B shares. The basis for the issuance of the original 10,000,000 was covered in the July 8-K. 18,000,000 have been issued since, some to an outside entity (RME), without any explanation at all.

If there were no other reasons at all for this being a penny stock, this alone would be a good one.

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