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Re: Truetalent post# 7988

Friday, 06/08/2012 5:47:31 PM

Friday, June 08, 2012 5:47:31 PM

Post# of 20441
...if the a/s has not yet been increased in order to convert Ironridge's Series B's then I guess the o/s is 300,000,000..?

IV entered into a Stock Purchase Agreement with the issuer effective as of April 26, 2012, to purchase an aggregate of 100 shares of Series B Convertible Preferred Stock in exchange for cash in the amount of $10,000.00 per share. The transaction is subject to customary closing conditions, equity conditions, and an increase in issuer’s authorized common stock. The preferred shares will be convertible into shares of common stock, and dividends including a make whole may be paid in shares of common stock, based on the terms of the preferred. In addition, IV obtained shares of common stock of the issuer in exchange for satisfying liabilities of the issuer acquired by IV for cash, and has the right to obtain additional common shares based a stipulated formula. However, IV understands that the issuer does not currently have any authorized shares of common stock available for issuance.



IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 4.99% of the issuer’s total outstanding shares at any one time. For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 300,000,000 shares of common stock outstanding, such that an aggregate of 15,756,000 common shares issued to IV would represent 4.99% of the outstanding common stock after such issuance.



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8567015

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