Posted On: 04/20/2014 2:47:59 PM
Post# of 36729
There could be another advantage sought in iequity postponing control. The fins have stated iequity entered into a consulting agreement with SKTO for monthly fees totaling unpaid $450,000 by Dec 31, 2012. See attachment. This debt was converted into a promissory note convertible into common stock.
If iequity were to remain non-controlling, owning no common either, they could not be construed as a control shareholder or even a beneficial shareholder. Therefore, iequity being a non-affiliate, any restricted shares they received pursuant to conversion of $450,000 could be sold in their entirety any time after the holding period expired. If the agreement with iequity called for conversion into free trading shares, these too could be sold in their entirety at any time. On the other hand, affiliates are bound by a formula that limits the amount of free trading shares they can sell in any given quarter. Certainly, this conversion would involve many shares.
The 2013 EOY balance sheet makes annonymous mention of "Notes payable $553,018." No mention of note holders. Whether this includes the $450,000 owed to iequity can't be determiined.
Attachment
*Effective May 1, 2012, the Company entered into a Consulting Agreement with iEquity Corp. under which iEquity Corp. agreed to undertake the research and business development necessary to implement the new business of the Company already under development. The Consulting Agreement provides for a monthly fee of $50,000 and a total of $450,000 in fees had accrued as of December 31, 2012. The accrued amount was converted into a promissory note in the same amount on December 31, 2012 convertible into common stock at the election of the holder.
If iequity were to remain non-controlling, owning no common either, they could not be construed as a control shareholder or even a beneficial shareholder. Therefore, iequity being a non-affiliate, any restricted shares they received pursuant to conversion of $450,000 could be sold in their entirety any time after the holding period expired. If the agreement with iequity called for conversion into free trading shares, these too could be sold in their entirety at any time. On the other hand, affiliates are bound by a formula that limits the amount of free trading shares they can sell in any given quarter. Certainly, this conversion would involve many shares.
The 2013 EOY balance sheet makes annonymous mention of "Notes payable $553,018." No mention of note holders. Whether this includes the $450,000 owed to iequity can't be determiined.
Attachment
*Effective May 1, 2012, the Company entered into a Consulting Agreement with iEquity Corp. under which iEquity Corp. agreed to undertake the research and business development necessary to implement the new business of the Company already under development. The Consulting Agreement provides for a monthly fee of $50,000 and a total of $450,000 in fees had accrued as of December 31, 2012. The accrued amount was converted into a promissory note in the same amount on December 31, 2012 convertible into common stock at the election of the holder.
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