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Re: Poptech post# 291813

Wednesday, 07/17/2013 5:42:17 PM

Wednesday, July 17, 2013 5:42:17 PM

Post# of 326435
Pop, I will remind you that you are the one that stated unequivocally that the post-split conversion price would be $0.50. A post-split price of $0.50 equates to a pre-split price of $0.00029 today (when you adjust for the 1700 for 1 split impact).

Conversions are most certainly occurring below par according to NEOM's disclosure at the bottom of page 15 of the most recent Form 10-Q

Subsequent to March 31, 2013, holders of convertible debentures have converted $320,302 of principal and accrued interest on those debentures into 654,690,200 shares of our common stock.

That means that the average conversion price was $0.000489 and par is $0.001 so the conversion are occurring at a price more than 50% less than par.

Others have stated that it is illegal under Delaware law to issue shares below par; I don't know if that is true in all cases. If issuances below par are in fact legal, then I suspect the reason is that if the convertible note at an original conversion price that exceeded par, then a subsequent drop below par due to the formula's in the convertible note would not preclude a legal issuance at consideration below par.
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