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Monte_Cristo

06/19/17 6:19 PM

#549 RE: LETSWIN2020 #546

Well, under the May 10th Schedule 13D, look at line 13 stating "PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)." It has Mr. Sweden's ownership percentage at 89.8% but footnote (2) states that this percentage is "based upon 11,064,664 Shares outstanding as of March 28, 2017, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2017 and takes account of the Shares issuable upon conversion of the Note."

But that doesn't seem to tell us anything. In Item 5 (a)-(b), it says "As of the date of this filing (i.e. May 10th), Eliasch and Santiago may each be considered the beneficial owner of 2,032,944 outstanding shares of the Issuer’s Common Stock. In addition, Santiago has the right to acquire up to 77,500,000 shares of Common Stock upon conversion of the Note at a conversion price of $0.08 per share. Assuming conversion of the Note in full, and assuming further that no warrants to purchase Common Stock or securities convertible into shares of Common Stock held by parties other than the Reporting Persons are exercised or converted, such outstanding shares and shares issuable upon conversion of the Note would constitute approximately 89.8% of the shares of Common Stock that would be issued and outstanding following conversion in full of the Note. Pursuant to its authority as the controlling person of Santiago, Eliasch may be deemed to indirectly beneficially own any shares of Common Stock attributable to Santiago."

So it seems all we know is that Sweden is beneficial owner of 2,032,944 shares right now. If the note is converted (who knows as it was due back in April), then he'll own 79,532,944 shares which is 89.8% of the o/s.

Still unclear to me. Does this mean that if Sweden converts the note, o/s will increase by 77,500,000? Or will there be restrictions on these o/s shares upon conversion?