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janice shell

08/22/16 1:49 PM

#9756 RE: DJPele #9658

With an APO, the investment bank would not raise capital for a company that it did not believe would be successful in the marketplace.

And in what way does this apply to TRON? I suggest you reread the merger agreement: no "investment bank" is named or even referred to.

Something else: according to that merger agreement, the Effective Time is the same as the Closing Date, and was supposed to be no later that 31 May. By the same date, the articles of merger, the amended corporate charter, and the new list of officers were to have been filed in Nevada. The new officer/director list was filed there on 16 June, but it's impossible to say whether the new corporate charter and articles of merger were. It's possible they were filed with the reinstatement, but without seeing the documents, we don't know.

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=OHnvDF0JgIOPl5ky4LKcbQ%253d%253d&CorpName=TORON+INC.

In addition:

Immediately prior to the Closing Date, TRON will split the issued and outstanding TRON Shares such that the TRON Shares issued and outstanding immediately prior to the Effective Time shall equal approximately 6% of the total amount of issued and outstanding shares immediately after the Effective Time, calculated on a Fully Diluted Basis or 1,500,000 shares, whichever is greater.

That has not happened. So has the merger closed or not?

http://www.otcmarkets.com/financialReportViewer?symbol=TRON&id=158205

In any case, there's no mention whatsoever of any private placement, or any investment bank, in the merger agreement.