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MrGoodBuddy

06/19/09 2:31 PM

#65007 RE: P2O I'm from MO #65003

Everybody got Punk'd today, LOL. Except RH was able to dump at a higher rate.
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ihopeso

06/19/09 2:43 PM

#65012 RE: P2O I'm from MO #65003

Why ECT’s shareholders will once again be prejudiced!

The transaction is structured as an asset purchase of the assets of ECT Corp (wholly-owned subsidiary of ECT) in exchange for shares of Vigil.

Note 2 very important things:

ECT Inc. will transfer all its assets to ECT Corp, and then ECT Corp will sell them to the other company, so that Huppé can avoid having to ask for shareholder consent!

The Securities Act (Rule 145) would require that an exchange of securities in connection with a transfer of assets be registered with the SEC, unless a registration exemption is available. No exemptions are available! ECT has much much more than 35 non‐accredited investors. That implies that Vigil should file a Form S‐4 with the SEC and that it files ECT’s audited financial statements for the latest fiscal year and an MD&A. ECT has NO financial statements to speak of, and whatever it has is certainly NOT auditable! That means that Vigil’s shares will NOT be distributed to ECT’s shareholders! We will never have a say in Vigil operation!