Tuesday, January 14, 2014 10:23:43 PM
One possibility is free trading shares illegally acquired in purported debt conversion “wrap around” transactions.
The SEC is not amused.
It's possible that a lawyer (or someone who fraudulently signed the lawyer's name) submitted a fraudulent opinion letter. I can think of two, possibly three people in this drama who would write such a bogus letter, but that's JMO.
Does this sound familiar?
http://www.securitieslawyer101.com/convertible-debt-sec/
Convertible Debt Crackdown
... dilution funders continue to plague the microcap markets. In wraparound agreements, the securities transaction is based on a debt supposedly owed by the issuer company to one of its officers or affiliates. The debt is said to be “aged”, which means it is purportedly older than one year. The issuer and its officer or affiliate agree to assign the debt to a third party.
A new agreement is typically then created, allowing a fraudster to improperly convert the purported debt to common stock. The terms of such agreement allowing the new third party creditor to convert the debt to common stock. The terms of the conversion will be whatever the parties decided upon; they invariably ensure the issuance of a great deal of stock. The third party creditor pays the issuer or affiliate cash. At that point, the deal is nearly done: the new creditor finds a corrupt or incompetent securities attorney willing to write a fraudulent legal opinion letter declaring the stock free trading. Then the fraudsters sell their shares publicly without registration or a valid exemption. Since in most cases the original “debt” was fictitious, everyone makes out like bandits. Even where the debt is not fictitious, the recipient is an affiliate of the issuer and the offering is a deemed a primary offering under SEC rules.
And, of course, the retail investors get screwwwwwed.
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