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Re: Little_Giant post# 3534

Tuesday, 01/07/2014 11:38:41 PM

Tuesday, January 07, 2014 11:38:41 PM

Post# of 54103
Good dd. I'm also assuming the convertible shares (as of Sept month end) were issued to TCA (that's the only convertible note I've been able to find).

From the Sept. month end 10Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2013, the Company issued 4,165,778 common shares as result of the exercising of convertible notes outstanding.


Here's what I find interesting.. this is from the 8K filed Aug 22nd. It is the Material Definitive Agreement with TCA. Notice what I put in bold.

Item 3.02: Unregistered Sales of Equity Securities

As discussed above, on August 16, 2013, the registrant and TCA Global Credit Master Fund, LP entered into the credit agreement, which provides for a revolving credit facility in the maximum principal amount of U.S. $5,000,000. Pursuant to the note, TCA has the right to convert all or any portion of the outstanding amounts due into common stock of the registrant, par value $0.001, at a price equal to the amount being converted divided by 85% of the lowest daily volume weighted average price of the registrant’s stock during the five business days immediately prior to the conversion date. TCA cannot convert more than 4.99% of the outstanding shares of the registrant at the time of conversion. These shares are exempt from registration under Section 4(a)(2) of the Securities Act, as TCA is a sophisticated investor, has access to the type of information normally provided in a prospectus for a registered securities offering and has agreed not to resell or distribute the securities to the public.

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