Striper Energy Inc. (fka CPCC)

[HobbyTrader]

The reason for the recent drop can be explained some here:

On January 8th, ISIM entered into an agreement with Auctus Private Equity Fund, LLC, where Auctus agreed to purchase up to $10M worth of common stock at .02 per share.

This prospectus relates to the resale of up to 75,000,000 shares of the common stock of Insight Management Corporation, a Florida corporation, by Auctus Private Equity Fund, LLC, a Cayman Island exempted company (“ Auctus ” or “Underwriter”), a selling shareholder pursuant to Drawdown Notice under a Drawdown Equity Financing Agreement (the “ Drawdown Equity Financing Agreement ”), also referred to as an Equity Line of Credit, that we have entered into with Auctus. The Drawdown Equity Financing Agreement permits us to sell shares of our common stock to Auctus enabling us to drawdown $10.0 million from Auctus. We will not receive any proceeds from the sale of these shares of common stock offered by Auctus. However, we will receive proceeds from the sale of securities pursuant to each Drawdown Notice we send to Auctus. We will bear all costs associated with this registration.

Auctus is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”) in connection with the resale of our common stock under the Equity Line of Credit. Auctus will pay us 95% of the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Auctus of our election to put shares pursuant to the Drawdown Equity Financing Agreement.

Our shares of common stock are traded on the Over-the-Counter Bulletin Board (the “ OTCBB ”) under the symbol "ISIM.OB." On January 4, 2010, the closing sale price of our common stock was $0.02 per share.

For the purpose of determining the number of shares of common stock to be offered by this prospectus, we have assumed that we will issue not more than 75,000,000 shares for the purpose of the Drawdown Equity Financing Agreement, although the number of shares that we will actually issue pursuant to that drawdown may be more or less than 100,000,000, depending on the trading price of our common stock. We currently do not intend to exercise the drawdown in a manner which would result in our issuance of more than 400,000,000 shares, but if we were to exercise the drawdown in that manner, we would be required to file a subsequent registration statement with the Securities and Exchange Commission (“ SEC ”) and that registration statement would have to be declared effective prior to the issuance of any additional shares.

The dollar value that we will be permitted to draw per Drawdown Notice pursuant to the Drawdown Equity Financing Agreement will be either: (A) 200% of the average daily volume in the US market of the common stock for the twenty trading days prior to our Drawdown Notice, or (B) $150,000, whichever is larger. No single drawdown can exceed $150,000. Auctus has indicated that it will resell those shares in the open market, resell our shares to other investors through negotiated transactions, or hold our shares in its portfolio.

Auctus shall immediately cease selling any shares within the Drawdown Notice if the price falls below a seventy-five percent (75%) of the average closing bid price of the stock over the preceding ten (10) trading days prior to the Drawdown Notice Date. This price “floor” can be waived at the discretion of the Company.

Common stock offered:
Up to 75,000,000 shares of common stock, no par value, to be offered for resale by Auctus.

Common stock to be outstanding after this offering:
591,453,806 shares to be outstanding after this offering

Use of proceeds:
We will not receive any proceeds from the sale of the shares of common stock offered by Auctus. However, we will receive proceeds from the Equity Line of Credit. See “Use of Proceeds”.

As we draw down on the Equity Line of Credit, shares of our common stock will be sold into the market by Auctus. The sale of these additional shares could cause our stock price to decline. In turn, if the stock price declines and we send more Drawdown Notices, more shares will come into the market, which could cause a further drop in the stock price. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the Equity Line of Credit. If our stock price declines, we will be required to issue a greater number of shares under the Equity Line of Credit.


Check out all the details here: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6979745