I have been trying to think through this 144 two year hold vs SB-2 where the shares can be immediately registered for sale. I have been involved in both types of situations before. In the SB-2 SEC filing, I believe the names of all the shareholders who received the stock dividend in HLS Worldwide must be included in the Prospectus in order to have the restriction removed from their certificate. That would be easy to do if all the names of the individuals who received the dividends were known. However, probably most of the individuals are nameless and have there shares in street name like mine at Scottrade. I am not sure how HLS Worldwide would be able to come up with our names to include in a SB-2 filing. Without the SB-2 filing we would have to hold the shares for at least the 2 year period. Do you (or anybody) have any answers to my perceived problem in getting our names included in the SB-2? Thanks.
Also, the perceived problem outlined above is compounded if someone tries to sell his restricted shares at a discount to another individual before the SB-2 filing. If your name in not included in the SB-2 filing for those restricted shares that you purchased from another individual, you may never be able to get the restriction removed. Any answers would be appreciated. I have offered to purchase some of these restricted shares from others. However, because of the problems mentioned above this purchase of restricted shares may not be feasable.
