Replies to post #41583 on Cyberfuels Holding Company Inc (CBRF)

[Mattordaddy]

hope its today...so we can have a trading day after the release
Markets closed friday

[Amigo Mike]

M1,

Have you or others actually read the IGMB 8K ?

I doubt you are going to see any record date or anything like that any time soon as it relates to ECSL shareholders getting IGMB stock distributed to them.

The shares to be issued for the purchase are restricted. The PR failed to mention how many shares and a restriction. The uptick in IGMB shares is just a few people making it look like there is value there which is easy to do with the low float. Why didn't IGMB PR mention how many shares are involved ?? Cause it significant dilutes IGMB stock purchasing an asset that presently doesn't produce anything. And IGMB doesn't have money ..... doing floorless convertible PPs to get money in.

The 8K however does indicate both the amount of stock and the restriction.

Pursuant to the Agreement, the ECSL will sell, convey, transfer and assign to the HealthDatix certain assets (the “Assets”) to HealthDatix, and the HealthDatixi will purchase and accept from the ECSL all right, title and interest in and to the Assets in exchange for sixty million 60,000,000 shares of restricted common stock of iGambit.

So the agreement also indicates the shares to be issued aren't registered ... section 3.22

3.22 Securities Act Acknowledgements, Representations, Warranties and Covenants.
(a) Acknowledgments. Seller, and its Shareholders, agree and acknowledge that: (1) no federal or state agency has made any finding or determination as to the fairness of the distribution of the Shares for investment, or any recommendation or endorsement of the Shares; (2) the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities acts of any state and, as a result, the Shareholder must bear the economic risk of the investment indefinitely because the Shares may not be sold unless subsequently registered under the Act and the securities laws of any appropriate states or an exemption from such registration is available, and that such registration under the Act and the securities laws of any such states is unlikely at any time in the future; (3) iGambit does not have any present intention and is under no obligation to register the Shares, whether upon initial issuance or upon any transfer thereof under the Act and applicable state securities laws, and Rule 144 and/or Rule 145 may not be available as a basis for exemption from registration; and (4) unless and until registered under the Act, all certificates evidencing the Shares, whether upon initial issuance or upon any transfer thereof, will bear a legend, prominently stamped or printed thereon, reading substantially as follows:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”
(b) Representations, Warranties and Covenants. (1) The Shares are being acquired for the Seller’s Shareholders (collectively “Shareholder”) own account for investment and not for distribution or resale to others and the Shareholder will not sell or otherwise transfer the Shares, whether by dividend or other distribution or upon liquidation or dissolution or otherwise, unless they are registered under the Act and the securities acts of any appropriate state or unless an exemption from such registration is available and iGambit is satisfied that such exemption is available; (2) the acquisition of the Shares by the Shareholder hereunder is consistent with its general investment objectives and the Shareholder understands that the acquisition of the Shares is a speculative investment involving a high degree of risk, including the risk of total loss of such investment, and there is now no established market for iGambit’s capital stock and there is no assurance that any public market for such stock will develop; (3) the Shareholder has adequate means of providing for his current needs and possible personal contingencies and he has no need for liquidity in this investment and can bear the risk of losing his entire investment in the Shares; (4) iGambit has made available to the Shareholder at a reasonable time prior to its investment the opportunity to ask questions and receive answers
concerning the Shares and to obtain any additional information which iGambit possesses or can acquire without unreasonable effort or expense that is necessary in connection with the investment but the Shareholder agrees and acknowledges, however, that he has relied solely upon this Agreement and his own independent investigation in making the decision to invest in the Shares; (5) the Shareholder understands that the distribution of the Shares is limited solely to “accredited investors,” as that term is defined under Regulation D of the Securities Act and the Seller is an “accredited investor” (as so defined); (6) the Shareholder is a sophisticated investor and has such knowledge and experience in financial and business matters that he is capable of understanding the merits and risks inherent in the proposed acquisition of the Shares; (7) the Shareholder is acquiring the Shares without having been furnished any specific offering literature or prospectus but has relied generally upon information filed by iGambit with the Securities and Exchange Commission and acknowledges that no representations or warranties have been made to the Shareholders or his representatives by iGambit or the Purchaser, or any officer, employee, agent or affiliate of iGambit or the Purchaser other than as contained in this Agreement and the Shareholder must independently seek advice from its own tax and other advisor(s) and is not relying on any tax or other advice received from iGambit or the Purchaser in connection with the transactions contemplated by this Agreement; and (8) the Shareholder has neither relied upon nor seen any form of advertising or general solicitation in connection with the distribution of the Shares.

Section 10 covers Piggyback Registration rights. ECSL may request the shares included in the deal may piggyback on another private placement if IGMB has one ...... or ECSL may demand registration be filed after 180 days from closing (10.d).

Demand Registration Rights. At any time following the expiration of one hundred eighty days (180) after the Closing date (the “Minimum Holding Period”), with respect to any Shares acquired by the Seller pursuant to this Agreement, the Seller shall have the right, exercisable by written request to the Company, to require the Company to prepare and file with the Commission on a registration statement on Form S-1 or Form S-3 or such successor form or other form as may be designated by the Seller and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Seller, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of such Shares, as the case may be.

Lotta issues surrounding restricted stock for an individual investor these days, especially for an OTC or Pink. And the agreement clearly states that ECSL cannot distribute the shares unless they are registered. So best case, ECSL holds the stock for the six months and after registration, announces a distribution of IGMB shares to ECSL investors. IGMB shares may or may not be worth anything by then.

Amigo Mike