z,,it appears after reading the "PLAN OF DISTRIBUTION" from the SB2,,that shorting the stock is acceptable,,any opinions? Are you attempting to intimidate me?..DD " PLAN OF DISTRIBUTION
The selling securityholders may, from time to time, sell all or a portion of the shares on the OTC Bulletin Board, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such market prices or at negotiated prices. The shares may be sold by the selling securityholders by one or more of the following methods, without limitation: (a) block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus, (c) an exchange distribution in accordance with the rules of such exchange, (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers, (e) privately negotiated transactions, (f) short sales and (g) a combination of any such methods of sale. In effecting sales, brokers and dealers engaged by the selling securityholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling securityholders (or, if any such broker-dealer acts as agent for the purchaser of such shares, from such purchaser) in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share, and, to the extent such broker-dealer is unable to do so acting as agent for a selling securityholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling securityholders. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions (which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above) in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions and, in connection with such resales, may pay to or receive from the purchasers of such shares commissions as described above. The selling
22 securityholders may also sell the shares in accordance with Rule 144 under the Securities Act, rather than pursuant to this prospectus.
The selling securityholders and any broker-dealers or agents that participate with the selling securityholders in sales of the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
From time to time the selling securityholders may engage in short sales, short sales against the box, puts and calls and other transactions in securities of the company or derivatives thereof, and may sell and deliver the shares in connection therewith or in settlement of securities loans. If the selling securityholders engage in such transactions, the conversion price may be affected. From time to time the selling securityholders may pledge their shares pursuant to the margin provisions of its customer agreements with its brokers. Upon a default by the selling securityholders, the broker may offer and sell the pledged shares from time to time.
The company is required to pay all fees and expenses incident to the registration of the shares. The company has agreed to indemnify the selling securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act."
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