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Re: Captain Black Bob Blanco post# 2593

Friday, 04/19/2013 4:24:39 PM

Friday, April 19, 2013 4:24:39 PM

Post# of 3886
More interesting is the Question:
How big is the "Float" really??
From the "CEO himself" we have been told that there are ~40M shares available that can be traded, means the RESTRICTION got removed.
And yes he's somewhat correct 14.5M shares got registered by Taurus and 24M shares were registered by the former Co-Founder of SWCI Mr. Jae Hwang who is a Partner of the Promoter/Underwriter and Issuer of the Legal Opinion Letters for the Company John Ki.
Those shares are offered at a FIXED Price of 0.11 per the related S1/A the way the SEC requested it since the Company always was and still is a Shell.

Let's have a look what the SEC said about the Company back in 2011 AFTER the Company tried to use Rule 144 for the Offering of 50,000,000 shares at 0.01

Page 29 of the Offering
Shares Eligible for Future Sale

The 50,000,000 shares of common stock registered in this offering will be freely tradable without restrictions under the Securities Act. No shares held by our affiliates (officers, directors or 10% shareholders) are being registered hereunder. Our 110,000,000 issued and outstanding shares have been held since February 23, 2011, and are subject to the restrictions and sale limitations imposed by Rule 144. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one (1) year after SW China Imports is no longer deemed a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended.



SEC Response:

General
1. We note your disclosure that you are not a blank check company and have no plans or
intentions to merge with an unidentified company. However, it still appears that you
are a blank check company as defined by Rule 419 of Regulation C in view of the
following:
• Your disclosure indicates that you are a development stage company issuingpenny stock.
You have not generated any revenues and have conducted little business activity since your incorporation.
You have not yet commenced operations and it is unclear whether you will be
able to do so within the next 12 months.


You do not have any assets.
You will be unable to implement your business plan without obtaining substantialadditional funding.

12. It appears that Mr. Hwang is also employed by the law firm that rendered the legal opinion in this filing. Please provide the disclosure required by Item 404(a) of Regulation S-K and disclose this relationship in the “Interests of Named Experts and Counsel” section below.



7. We note your response to comment 14 in our letter dated June 1, 2011. However, it appears that Mr. Won and Mr. Hwang are promoters because they have taken initiative in founding and organizing the business of your company and each received founders’ shares in conjunction with the formation of the Company. Similarly, it appears that Taurus Financial Partners, LLC is a promoter because they have taken initiative in organizing your business.



So now lets look at the latest Holders per the Filings:
Seon Won (2) 297,000,000 CEO
Jae Hwang (3) 39,000,000 former Treasurer and Secretary
John Ki (4) 39,000,000 Affiliate (10 Baggas, Opinion Letters)
Ben Bailey 39,000,000 Ben from 10 Baggas? very likely also that pennystockmomentum.com page
M Stocks, LLC (5) 39,000,000 Psionic Matrix
Taurus Financial Partners, LLC (6) 24,500,000 J. Scott Sitra
Jimmy Ahn 15,000,000 listed as Contact for AP Security what makes him an Affiliate
Jason D. Brenner 4,930,000
Osmar E. Chanquin 1,000,000

1,57M were sold in 2011/2012 to ~40 shareholders at .01

So per the table, the listed shareholders should be considered as Underwriters since the Company was always a shell and they got the shares from the Company/Officer directly, means Rule 144 doesn't apply for them. So offereing of shares has to happen at a fixed price as.

Per SEC Response to
Mr. Sean Won
SW China Imports, Inc.
January 14, 2013

General
1. We believe that because your company is a shell company, any selling shareholders reselling their shares in a registered offering are considered underwriters. Please refer to SEC Release 33-8869 (2007). That release makes clear that Rule 144 is not available for the resale of securities initially issued by shell companies. This is because shareholders who receive shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and adequate information (Form 10 information) has been available to the market for a period of 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed to be underwriters whose sales are designed to create a market in the company’s securities. Accordingly, please revise your prospectus as follows:
? Please revise your disclosure to state that the selling security holders must offer and sell their shares for a fixed price for the duration of the offering and disclose the price at which the selling shareholders will offer their shares. In this regard, please revise throughout the prospectus to remove any and all indications that selling shareholders have the ability to sell their shares at market prices. Please note that the shares must be offered at a fixed price because the company is not eligible to make an at-the-market offering under Rule 415(a)(4) of Regulation C because it is not eligible to make an offering under Rule 415(a)(1)(x) of Regulation C.
? Please revise your disclosure to identify your selling shareholders as underwriters. Please identify your selling shareholders as underwriters on the prospectus cover page, in the Selling Stockholders and Plan of Distribution sections, and elsewhere, as appropriate.
Risk Factors,



How did they got the 8-9M shares in the float that were dumped two days ago? And how many more did they manage to free up / remove the Restriction?

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