34M OS?? Not for long, over 139M shares are already knownto have been issued and are currently just waiting for suckers to pick them up, to become outstanding. These 139M "settlement shares" represent less than 19% of this court ordered CNXS obligation. This one obligation alone could easily exceed 700M shares being issued as fast as the market will buy them. Refer to note 8 on page F-19 of the CNXS 10-K as copied and highlighted below;
Note 8 - Liabilities Purchase Agreement and Accounts Payable
On September 24, 2013, the Circuit Court in the Second Judicial District for Leon County, Florida entered an order approving the stipulation of the parties (the "Stipulation") in the matter of ASC Recap LLC v. Brazil Gold Corp., now known as Conexus Cattle Corp. Under the terms of the Stipulation, we agreed to issue to ASC Recap, a related party, as settlement of certain liabilities owed by us in the aggregate amount of $298,602.10 (the "Claim Amount"), shares of common stock (the "Settlement Shares"), as well as a promissory note in the principal amount of the $50,000.00 maturing six months from the date of issuance, as a fee to ASC Recap ('Fee Note"). ASC Recap had purchased the liabilities from our creditors (both affiliated and non-affiliated) with a face amount of $298,602.10. The total amount of liabilities, as reported by us in this Form 10-K was $3,109,042, inclusive of the $348,602.10 representing the Claim Amount and the Fee Note.
Pursuant to the Stipulation entered into by the parties, we agreed to issue to ASC Recap, in one or more tranches as necessary, that number of shares of common stock sufficient to generate net proceeds (less a discount of 25%) equal to the Claim Amount, as defined in the Stipulation. The parties reasonably estimated that, should we issue Settlement Shares sufficient to satisfy the entire Claim Amount, the fair market value of such Settlement Shares and all other amounts to be received by ASC Recap would equal approximately $465,000. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by ASC Recap may not exceed 9.99% of our outstanding shares of common stock at any one time.
As of the Balance sheet date, we have issued the following Settlement Shares to ASC Recap:
Date
Number of Shares May 19 - 14,322,000 May 28 - 19,611,000 June 5 - 26,237,000 June 12 - 34,987,000 June 20 = 44,371,000 Total - 139,528,000
Based upon the reported closing trading prices of our common stock on the dates of sale, $64,992.84 worth of liabilities have been satisfied pursuant to the Stipulation through the issuance of shares of our common stock. As such, approximately $235,000 of the Claim Amount remains outstanding and payable by us to ASC Recap.
In connection with the issuance of the Settlement Shares, we may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act of 1933, as amended.
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