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Re: hpham10 post# 13940

Wednesday, 05/18/2011 2:29:40 PM

Wednesday, May 18, 2011 2:29:40 PM

Post# of 23361
Perhaps you should look a little more closely before you repeatedly reassure people that all is fine with the free shares and tenth-of-a-penny warrants issued in exchange for an Ontario company formed about a year ago that has no assets, no intellectual property and dubious management that will be used as a dilution machine.

In particular, you might want to broaden your horizons and learn something about Regulation S. Not so long ago, Regulation S shares were commonly known as Swindle stock. In recent years they have tightened the Regulation S rules a bit, but the real kicker remains the same. There are still no restrictions on Regulation S stock being sold outside of the U.S. to non-U.S. citizens. (It may come as a shock to you, but we live in a global marketplace.)

Item 3.01 Unregistered Sales of Equity Securities.

At the closing of the Acquisition described in Item 2.01 of this Current Report on Form 8-K, on May 13, 2011, and in consideration for all of the Sunlogics Shares purchased in the Acquisition, the Registrant issued 20,000,000 shares of its Common Stock and 20,000,000 stock purchase warrants to the Seller, in reliance on the exemption from registration requirements of the Securities Act provided under Regulation S promulgated thereunder (“Regulation S”). The shares of Common Stock issued to the Seller are restricted securities, as such term is defined pursuant to Rule 144 under the Securities Act and are subject to Regulation S.


All the best.

V

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