z,still waiting for your 10 page post clarifying what the company was able to report in less than a 100 words in their sb2 filing..Which part is not clear to you? DD
"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." IMO,one would have thought after managements last legal go around surrounding Reg D placement,they would have been a bit more careful..
"On September 30, 1994, the Securities and Exchange Commission issued
an Order Instituting Proceedings Pursuant to Section 8A of the Securities Act
of 1933 (the "1933 Act") and Section 21C of the Securities Exchange Act of 1934
(the "1934 Act"), Making Findings and Imposing a Cease and Desist Order against
Harvest International of America, Inc. ("Harvest"), a privately held
corporation, and Robert P. Gordon. The findings and remedial sanctions imposed
by the Order were in accordance with Offers of Settlement dated July 24, 1994
submitted by Harvest and Mr. Gordon, which the S.E.C. accepted. Without
admitting or denying liability, Harvest and Mr. Gordon consented to the Cease
and Desist Order alleging violations of Section 17(a) of the 1933 Act and
Section 10(b) and Rule 10b-5 of the 1934 Act by reason of alleged
misrepresentations in 1990 and 1991 in connection with the offer or sale of
Harvest non-interest bearing promissory notes convertible into common stock of
the predecessors of Phoenix Information Systems Corp. and one of its
subsidiaries and which common stock was to have been issued and registered
within 30 or 60 days from the dates of the various notes. Harvest is now known
as Heaven International, Inc." |
