Day Tradexchange Inc. (SYNJ)

[Dragonwing]

I'll answer your question with a question

How do you feel about an affiliation with evildoers that creates the possibility they are doing the same nefarious acts with this company as they did to others?


THE WRAP-AROUND AGREEMENTS: AN OVERVIEW

As a general matter, these wrap-around agreements work as follows:

First, the transaction is predicated upon a debt the Issuer Company allegedly owes to one of its officers for more than one year, either for unpaid salary or a loan. The Issuer Company and its officer (or another affiliate) agrees to assign the debt to a Stock Distributor Defendant. The agreement modifies the purported original debt "to include a convertibility provision allowing [the Stock Distributor Defendant] to convert [the debt that the Issuer Company now owes to the Stock Distributor Defendant] into common voting stock" based upon a formula set forth in the agreement.

Second, the Stock Distributor Defendant signs a promissory note agreeing "to purchase the debt due and owed" to the officer for an amount equal to, or for a percentage of, the debt, generally within a one-year period.

Third, the Stock Distributor Defendant requests that the Issuer Company convert the debt into shares of an Issuer Company and the Issuer Company issues shares to the Stock Distributor Defendant, usually at a significant discount and without adherence to the convertibility formula.

Fourth, before or after the request, the Stock Distributor Defendant pays cash to the Issuer Company or its officer.

Fifth, in a matter of days or weeks after issuance, the Stock Distributor Defendant resells the stock into the public market, reaping enormous profits.

http://assets.bizjournals.com/cms_media/southflorida/pdf/K&L%20complaint.pdf