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Gold Seeker

02/13/11 6:18 PM

#2780 RE: Future Doc #2779

Future doc, there would be no penalties from the SEC, if they discover the error, they will just have the company file an S1.

Also, you don't seem to have all this straight. The S1 that was finally withdrawn was for registering the shares and warrants from the loans made in April 2010. That one never gained SEC approval and after a waiting period over 8 months later, the lenders sold their shares via a form 144. That is where all the selling came from in December from the warrants, note conversions in January and the selling last week. At that point there were no shares left from the lenders of April 2010 to register so the company filed an AW to withdraw the S1.

Now, the new S3 which should have also been a S1 filing was made last week for the new loans that closed on January 31. If that registration is made effective by the SEC, the lenders can then convert and sell the shares immediately. Otherwise, they would also have to wait months and sell via a form 144. The lenders are the ones contractually requiring the company to make the registration filing. This one was required to be filed by the 9th and it was filed on the 9th. Otherwise, there would have been a penalty assessed by the lenders.

I hope that makes it a little clearer for you. Still, it has not been made public why there was such an extensive delay with no approval by the SEC on the S1 filed in May 2010.