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spec machine

06/22/20 6:23 PM

#3704 RE: Tbags7 #3702

The outstanding shares (O/S) hasn’t changed

The number that recently (March 30th) changed is the restricted shares (R/S)

Approximately 444 Million shares were registered at that time and become part of the float, or free trading shares

I figured someone should post the truth to be helpful :-)

spec

2

General
1. The prospectus front cover page indicates that the 206,000,000 shares registered for resale constitute approximately 10% of issued and outstanding shares. Please explain how you determined this percentage or revise as appropriate. Also, insofar as you list only one selling shareholder, please revise to eliminate from the prospectus all (plural) references to selling security holders and to the plural defined term “Buyers.”
The Company revised the Registration Statement to increase the number of shares of the Company registered for resale in the Offering by 238,095,238, for a total of 444,095,238. The Company revised the prospectus front cover page to indicate that the 444,095,238 shares registered for resale constitute approximately 41% of the Company’s issued and outstanding shares, based upon 1,092,266,844 Company shares issued and outstanding as of June 30, 2019.
In addition, the Company included as a selling security holder Delek GOM Investments, LLC (that is unaffiliated with YA II PN, Ltd.), whose 238,095,238 shares of common stock of the Company are included in the prospectus because it is a piggyback registration rights holder that exercised its right to include in the Registration Statement all of the Company shares it owns. We have removed the plural of the defined term “Buyers” and refer to the singular “Buyer” throughout the Registration Statement.
2. Please amend the prospectus to include updated financial statements, or advise.
The Company has revised the Registration Statement to include updated financial statements as of June 30, 2019.