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Anjango

10/22/14 5:50 PM

#106652 RE: locksflooring #106648

Very key

IV is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer’s total outstanding shares at any one time. IV received an initial issuance of 435 million common shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. Based on the $0.0182 per share closing price on the day of the settlement, IV would be entitled to approximately 202,937,000 shares. For purposes of calculating the percent of class, the reporting persons have assumed that there were 3,942,664,924 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that 202,937,000 shares issued to IV would represent approximately 4.9% of the outstanding common stock after such issuance.

diannedawn

10/23/14 8:22 AM

#106719 RE: locksflooring #106648

WRONG!!! The PROBLEM is its ABUSED!!!
and that link does not work...
Gee...I wonder why IronRidge removed that article?

No worries...here is a link that WORKS...
https://www.scribd.com/doc/230634460/Ironridge-Breathes-LIFE-into-Debt-Exchanges

"THE STRATEGY is controversial. Steve Winters, managing partner of Gemini Strategies LLC in Encinitas, Calif., has said that Ironridge is abusing the Section 3(a)(10) exemption and fairness hearing process at the expense of investors in more common forms of private investments in public equity, or PIPEs. “They may be technically correct but we believe they’re misapplying Section 3(a)(10),” he said.
Most PIPE investments, in which accredited investors buy un-registered shares in public companies, rely on the Securities and Exchange Commission’s Rule 144. Securities issued under Rule 144 cannot be sold into the public market until certain conditions are met. The restrictions are meant to limit the risk to public market investors of issuing securities without the disclosures required in a registration statement. Those restrictions include a six-month holding period for securities issued by companies that meet the SEC’s reporting requirements. Meanwhile, securities issued under Section 3(a)(10) are immediately freely tradable. “When you invest in a convertible debt PIPE, the premise is you’re taking risk by waiting for the six-month period for Rule 144 shares to be tradable,” Winters said. “If you’re going to misapply the rule, what you’re doing is problematic.”

I wonder if the SEC is working on shutting this crap down???

STAY TUNED!!!