Section 4 (2) of Securities Act of 1933

The ol'SkunK has said in his disclaimers he is neither a stock broker or a metal health professional. He will now tell you he is also not a securities lawyer. I was curious what the section4(2) reference was about so I just posted section 4(2) and an outline of the exempted section 5. More detail in the links.

Although not listed, the SkunK believes this 8-K refers to the Securities Act of 1933.
http://www.sec.gov/Archives/edgar/data/1269127/000126912709000010/gers8k3609-2.txt

"The issuances were exempt from registration under Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the investors were sophisticated, were given access to information about GreenShift, and had taken the securities for investment. There were no underwriters."

Section 4 -- Exempted Transactions
The provisions of section 5 shall not apply to--
2. transactions by an issuer not involving any public offering.
http://www.law.uc.edu/CCL/33Act/sec4.html

Section 5 -- Prohibitions Relating to Interstate Commerce and the Mails
a. Sale or delivery after sale of unregistered securities
b. Necessity of prospectus meeting requirements of section 10
c. Necessity of filing registration statement
http://www.law.uc.edu/CCL/33Act/sec5.html

SkunK Roundup -
Since the investors who converted their debentures into common shares did not get them through a public offering, they did not have to file a registration statement.

Good Luck,
SkunK