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The_Edge

01/20/17 10:37 PM

#11339 RE: VSAStory #11336

Thought this was odd also..
We intend to sell these shares through our President, Charles O’Dowd and staff (collectively, “O’Dowd”).

This offering is being made by us without the use of outside underwriters or broker-dealers. The Shares to be sold by us will be sold on our behalf by Mr. O’Dowd. Mr. O’Dowd will not receive commissions or proceeds or other compensation from the sale of any shares on our behalf.

O’Dowd will not register as broker-dealer pursuant to Section 15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

1. O’Dowd is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;

2. O’Dowd will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3. O’Dowd is not, nor will he be at the time of participation in the offering; an associated person of a broker-dealer; and

4. O’Dowd meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he: (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii).