Replies to post #48588 on Top Shelf Brands Holdings Corp. (DKTS)

[Carini]

Ok thanks. I'll shut up until I get a chance to look at the document ;)

[loanranger]

"Lawyer Cook did it as an "exchange" one new certificate for the old certificate with all rule applications to the issuance date of the new certificate."

If that's what the Settlement Agreement says, then the highlighted statement in the 8-K is wrong:
"Effective September 16, 2014 we issued 125,000,000 common shares, to a major shareholder in exchange for one billion outstanding common shares and 60 preferred shares that were cancelled and returned to the status of authorized and unissued shares. The shares were issued without registration under the Securities Act of 1933 in reliance on the exemption from registration under Section 3(a)9 of the Securities Act as a transaction involving the exchange of securities of the same issuer as well as Section 4(a)2 and Rule 506(b) as an offering and sale without public solicitation."

[Carini]

Mr. Frenchman,

On October 7 you seemed to imply that you had seen the settlement agreement, and then said this:

When you get a copy of the settlement.

Lawyer Cook did it as an "exchange" one new certificate for the old certificate with all rule applications to the issuance date of the new certificate.

In fact, the agreement says this:

b. The applicable holding period of the Exchange Shares commenced on January 25, 2011, the issue date of the Outstanding Shares for all purposes under the Securities Act, including Section 3(a)(9) or any other provision.

Care to revise?

[Carini]

Mr. Frenchman, welcome back!

In your absence I posed a question that you apparently didn't receive. I'm wondering if you might respond now? Here it is:

On October 7 you seemed to imply that you had seen the settlement agreement from the court case wherein VP was to be issued 125MM shares, and you said this:

When you get a copy of the settlement.

Lawyer Cook did it as an "exchange" one new certificate for the old certificate with all rule applications to the issuance date of the new certificate.

In fact, the agreement says this:

b. The applicable holding period of the Exchange Shares commenced on January 25, 2011, the issue date of the Outstanding Shares for all purposes under the Securities Act, including Section 3(a)(9) or any other provision.

Were you mistaken then?

This seems important, because it means that those 125MM "restricted" shares that were issued are not in fact restricted for another year. Rather, they can be sold now. Like, next week. Right?

I'm sure VP is happy to see the symbol change, and I bet we will all become familiar with those 125MM shares very soon!

Go $TEMN!