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sctts

10/27/12 2:27 PM

#75068 RE: sevenOdouble #75066

Monday should be interesting,

to say the least. :)

Hopefully, when this becomes clearer and GTGP shareholders

have hit it big,

Hearty congratulations will come from ALL on this Board.

:)

BigBake1

10/27/12 2:30 PM

#75070 RE: sevenOdouble #75066

False it cover much more than that and the claim is that the "private entity" would be going public, so yes you would be "registering" such sales or offerings:

4. This section is available only to the issuer of the securities. Affiliates of the issuer may not use this section to offer or sell securities. This section also does not cover resales of securities by any person. This section provides an exemption only for the transactions in which the securities are offered or sold by the issuer, not for the securities themselves.

5. The purpose of this section is to provide an exemption from the registration requirements of the Act for securities issued in compensatory circumstances. This section is not available for plans or schemes to circumvent this purpose, such as to raise capital. This section also is not available to exempt any transaction that is in technical compliance with this section but is part of a plan or scheme to evade the registration provisions of the Act. In any of these cases, registration under the Act is required unless another exemption is available.



Last I checked taking a private company public means you intend to register shares for public use. Is that not what an IPO is all about? The point is clear there exists no exemption in which a private subsidiary can issue or sell shares to anyone outside or external of the company unless they qualify for an exemption or are part of the funding agreements. Shareholders of a public company cannot be given shares in the private company due to their public holding status in the parent company.