Logiq Inc (LGIQ)

[FIERCE]

STOA & Soconison DD - How long will Soconison HOLD more than half of STOA?

They need to register with the SEC before they can sell the shares therefore they are restricted. There are a few exceptions that are listed below.

The following quote came from the 8K that was filed with the SEC to detail the 2,500,000,000 shares sold to Soconison at .0001 ($250,000)

Form of Subscription Agreement: Previously filed as Exhibit 99.1 to the Form 8-K filed with the SEC on September 22, 2010, and incorporated herein by reference.

http://www.sec.gov/Archives/edgar/data/1335112/000146970913000675/stoa8k_112513apg.htm

The following quote comes from the 8-K filed with the SEC on September 22, 2010

Resale restrictions: The Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities (including their component parts) and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policy. In this regard the Subscriber agrees that if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, the Subscriber will not offer, sell or otherwise transfer any of such Securities, directly or indirectly, in the U.S. or to U.S. residents unless:

(i) the sale is to the Company; buyback

(ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the United States Securities Act of 1933 (the “1933 Act”) and in compliance with applicable state securities laws; Reverse Merger IMO!

(iii) the sale is made pursuant to an exemption from registration under the 1933 Act provided by Rule 144 thereunder and in compliance with applicable state securities link: Rule 144: Selling Restricted and Control Securities or

(iv) with the prior written consent of the Company, the sale is made pursuant to another applicable exemption from registration under the 1933 Act and in compliance with applicable state securities laws.

http://www.sec.gov/Archives/edgar/data/1335112/000114420410050451/v197252_ex99-1.htm

Advantages of Regulation S: Notwithstanding the concerns raised by commenters, the Commission believes Regulation S will continue to offer significant advantages over the private offering exemptions. U.S. issuers can sell securities offshore without regard to the sophistication or number of purchasers in the offering or the size of the offering. Similarly, unlike Rules 505 and 506 of Regulation D, Regulation S does not contain specific information requirements. In addition, Regulation S permits issuers and distributors to advertise an offering offshore (consistent with the prohibition against directed selling efforts and the offshore transaction requirements) in a manner that would not be consistent with the prohibition against general solicitation in a private placement in the United States. Like the private offering exemptions, Regulation S will continue to afford U.S. issuers a means to sell securities without the potential delay and "market overhang" caused by registering equity securities under the Securities Act.

Purchasers will continue to have several sources of liquidity in addition to reliance on Rule 144. Offshore purchasers can continue to rely upon the Rule 904 safe harbor for offshore resales. They can also resell in the United States pursuant to exemptions other than Rule 144, including Rule 144A. Finally, and perhaps most importantly, it is possible that purchasers in Regulation S offerings could insist upon registration rights as do purchasers in private placements under Section 4(2) or Regulation D as a means of obtaining liquidity in the U.S. markets. 32 Particularly in the case of reporting companies, a Regulation S offering coupled with on demand registration rights provides an issuer with ready access to foreign capital while according purchasers access to U.S. markets for liquidity.

http://www.sec.gov/rules/final/33-7505.htm

What is Market Overhang? -

An observational theory stating that in certain stocks at certain times, there is a buildup of selling pressure. This occurs as a combined result of sales and a strong wish to sell among those who still hold the stock but fear that selling it may cause further declines. Depending on the overall liquidity in the stock, a market overhang can last for weeks, months or longer. Market overhang usually relates to trading in one security but can also apply to larger areas of the market, such as an entire sector.

http://www.investopedia.com/terms/m/marketoverhang.asp

IN MY OPINION WE HAVE CHINESE REVERSE MERGER... VERY CLOSE