Replies to post #10500 on AccelPath Inc. (fka ACLP)

[Time2Surf]

As of May 2, there were 1,316,202,612 shares of common stock, $0.001 par value, of the registrant issued and outstanding.

In connection with the issuance of the Settlement Shares, the Company may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act. To date, the Company has not issued any Settlement Shares to ASC. As such, the full Claim Amount remains outstanding and payable to ASC. Based upon the reported closing trading price of the Company’s common stock on April 30, 2014 of $0.0006 per share, if all $2,145,000 worth of liabilities were satisfied pursuant to the Stipulation through the issuance of common stock, the Company would issue an aggregate of 3,575,000,000 shares.

Section 3(a)(10)1 of the Securities Act2 is an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions.3 Before the issuer can rely on the exemption, the following conditions must be met.4

The securities must be issued in exchange for securities, claims, or property interests; they can not be offered for cash.5
A court or authorized governmental entity6 must approve the fairness of the terms and conditions of the exchange.
The reviewing court or authorized governmental entity must:
find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued;7 and
be advised before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court's or authorized governmental entity's approval of the transaction.
The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and conditions of the transaction.
A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary that the law require the hearing.
The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.
Adequate notice must be given to all those persons.
There cannot be any improper impediments to the appearance by those persons at the hearing.
The Section 3(a)(10) exemption is available without any action by the Division or the Commission. Issuers that are unsure of whether the exemption is available for a specific contemplated transaction may, however, seek the Division's views by requesting a "no-action" position from the Division.

This bulletin discusses the issues that commonly arise in those "no-action" requests. The Division believes that, by making its views on these issues more widely known, issuers will better understand when the exemption is available. Also, by making the Division's views more widely known, this bulletin should decrease those situations in which an issuer is uncertain whether the exemption is available for a contemplated transaction.

As originally issued8, Staff Legal Bulletin No. 3 discussed the effect of the National Securities Markets Improvements Act9 on exchanges approved by courts and authorized government entities. NSMIA amended Section 18 of the Securities Act10 to preclude any state from requiring registration or qualification of "covered securities."11 The bulletin expressed the Staff's view that NSMIA precluded reliance on a fairness hearing conducted under state securities laws as the basis for a claim of exemption pursuant to Section 3(a)(10), for any security that was a "covered security" prior to the hearing.

Section 302 of the Securities Litigation Uniform Standards Act of 199812 amends Section 18(b)(4)(C) to add securities issued under Section 3(a)(10) of the Securities Act as a category of securities exempt from the definition of "covered securities." As a result, an issuer now may rely upon a fairness hearing conducted under state securities law to perfect an exemption under Section 3(a)(10) for securities that otherwise would be deemed covered securities. The Division's views on this matter are discussed more completely in Section 4.B.2., below.

[TFstocks]

Which if they can have a maximum of 10% means we traded over double their entire amount of shares they own at the current time. The way I see it, EIP is buying up these shares as well for pennies on the dollar. That way they own all of these current shares at CHEAP, they then proceed to receive an extra 76% of the company through the reverse merger, then they own just about every single share of the company. I have no way to prove this... but with the way we traded today, our current market cap, analysis of EIP's management team, reverse merger analysis, etc... it makes entire sense.