Form S-1 9/2/2008
On October 15, 2007, we issued 6,500,000 shares of common stock to, to our President and Secretary in consideration
of $0.001 per share or a total of $6,500. We issued the foregoing restricted shares of common stock pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act of 1933. No commissions were paid to
anyone in connection with the sale of the shares and general solicitation was not made to anyone. These shares were
issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”).
These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the
issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in
Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to
a high number of investors. In addition, the shareholder had the necessary investment intent as required by
Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of
1933 for this transaction.
On December 31, 2007, we issued 5,700,000 shares of common stock to forty individuals in consideration of $0.01 per
share or a total of $57,000. The 5,700,000 shares so issued are being registered in this offering.
The foregoing 5,700,000 shares of common stock were issued as restricted securities pursuant to Reg. S of the Securities
Act of 1933 in that all of the sales took place outside the United States of America with non-US persons. The following
sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:
(Here come the names of 40 individuals who bought shares.)
Form 8-K 12/21/2009
Effective December 9, 2009, Donald Axent resigned as president, chief executive officer and as a director of our company.
Effective December 9, 2009, William Kosoris resigned as secretary and as a director of our company.
Effective December 9, 2009, Brian Matson resigned as chief financial officer, treasurer and as a director of our company.
Effective December 9, 2009, Steve Talley, Nikolae Yagodka and Andrei B. Yasinskij were appointed directors of the company.
In addition, Steve Talley was appointed president and Nikolae was appointed secretary and treasurer.
Our board of directors now consists of Steve Talley, Nikolae Yagodka and Andrei B. Yasinskij.
Form 8-K 3/5/2010
Supatcha moves its office to Denver
Form 10-K 7/14/2010
In December 2007, we issued a total of 32,500,000 shares of restricted common stock to Donald Axent and William Kosoris,
our directors in consideration of $6,500.
Massey Asset Management Ltd. Common 12,500,000
Anthera West Capital Inc. Common 15,000,000
Steve Talley Common 5,000,000
(This is exactly the amount of shares issued to Axent and Kosoris.)
Common stock issued for cash ($0.01 per share) 28,500,000 (40 individuals)
On May 17, 2010, the Board of Directors approved a 5 for 1 forward stock split for all shareholders of the Company as of
June 30, 2010. All share and per share amounts have been retroactively restated to reflect this stock split.
b) On April 7, 2010, the Company announced the execution of an agreement with Melco Investments, Ltd. (“MIL”), providing
for a $10,000,000 financing. This financing is in the form of a convertible debenture with terms stipulating an interest
rate of 8% and a loan repayment term of 24 months from the date of execution of the agreement, by way of cash or through
the conversion of shares of the Company’s stock. The repayment terms of the financing are amenable to the Company’s
property development schedule and to future financings plans to retire the debt.
(I would bet these are floorless or toxic convertibles because they would not tell the terms of the financing in that filing).
The securities potentially offered to the investor, under the terms of the financing, will not be registered under the
Securities Act of 1933 as amended (the "Act"), and may not be offered or sold in the United States absent of registration,
or an applicable exemption from registration, under the Act
As of May 31, 2010, no proceeds have been received.
What do we learn from this? The originally offered shares under REG-S are free trading in the US since 2008,
the two car "promoters" Axent and Kosoris transferred their shares (without selling a single share) to Massey, Anthera
and Talley. In regards to the 40 original shareholders, i can´t proof it, but the normal way these shells are set up is
that you get enough share holders to comply with listing requirements and then you buy the shares back privately before
the company is listed.
So, how high is the float? And don´t forget the CD's!
AI
