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SevenTenEleven

05/08/13 1:55 PM

#38195 RE: janice shell #38194

DHSM - If all Form 15 filers have unregistered stock, then why not be more accurate in the statements made?

We've been through that before. All Pinks have only unregistered stock, except for some delinquent filers.

If the company wants to issue and sell stock, it must avail itself of an appropriate exemption. In this case those would be Reg D or Reg S. They haven't done any Reg D placements, at least not recently. We don't know about Reg S, as it requires no report to be made to the SEC.

As for the debt conversion stock, that needs to be freed up with a lawyer's opinion letter. The SEC is very interested in that kind of opinion letter of late.



You know what would be funny? If your efforts with The Lawyer uncovered sales of unregistered stock.



And not all pinks have unregistered stock. Some companies choose to be fully reporting with the SEC and remain on the Pinks.

VFIN...Where are you?

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