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04/19/15 11:06 AM

#106698 RE: Matthew Berg #106695

Totally wrong!

MRIB debt is being misrepresented here. What is being called "debt" is represented only by the fact that a note was issued in agreement to exchange shares for cash to pay expenses.

That's DEBT! Not a "misnomer", it is DEBT! I sure wish my creditors would stop referring to the loan agreements I have with them as "debt".

BTW, Convertible Debentures are not issued as an exchange of shares for cash. It is a loan with scheduled payments that can be made in cash or shares. Everybody should know that already.

Safe harbor is the only technicality that allows one to call the convertibles as debt.

Thanks for lightening it up! I needed the laugh!

Anytime debt is paid, it is a debt reduction. It certainly isn't an increase in debt.

Furthermore, for the record, a company may in fact sell free trading shares directly for cash. There is rule 504 that allows for an annual exemption to sell free trading shares up to a limit of $1 million IIRC. MRIB did in fact use this exemption in 2014.

Really?Got a link to the 504 filing? If done in 2014, there should have been a filing by now.

Companies relying on the Rule 504 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a "Form D" electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. If you are thinking about investing in a Regulation D offering, you should access the EDGAR database to determine whether the company has filed Form D.