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Re: None

Tuesday, 06/05/2012 7:50:23 AM

Tuesday, June 05, 2012 7:50:23 AM

Post# of 312016
So where's the Form D amendment? Is it not yet "as soon as practicable after the change"? Do they intend to keep selling shares in excess of the filed offering amount? Even after they said this, and then sold some more:
"As a result of the increased offering amount and additional sales, the total number of Shares sold in the private placement was 13,428,750 Shares and the gross proceeds of the private placement were $10,743,000. The offering was terminated immediately following the closing of these sales."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=76224409

"An issuer must file an amendment to a previously filed notice for an offering:-
;- to reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change..."

"An issuer is not required to file an amendment to a previously filed notice to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information:
- the total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice, does not result in an increase of more than 10%;"
http://www.sec.gov/about/forms/formd.pdf

But it did result in an increase of more than 10% :
"Total Offering Amount $10,000,000 USD"
http://www.sec.gov/Archives/edgar/data/1381105/000121390012002801/xslFormDX01/primary_doc.xml

"Pursuant to the Purchase Agreements, the Issuer sold to the Purchasers an aggregate of 14,178,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $11.3 million."
http://www.sec.gov/Archives/edgar/data/1381105/000119312512257392/d362092dsc13da.htm






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