Sorry, but all unregistered stock and derivatives are subject to FORM 4 reporting requirements. For Pete's sake, everything QSEP has sold was unregistered. Claiming that REG S is somehow evil because securities issued under its rules are unregistered and don't require reporting is ridiculous. All of the Reg. D offerings, all of the stock option awards as well as Reg. S offerings are all unregistered and all of them must be reported if acquired by insiders on FORM 4. Just because a security isn't registered doesn't mean that it doesn't represent ownership that must be reported by insiders on FORM 4.
The whole point of raising money through Private Placement offerings is to avoid the more expensive format of offering registered securities. The SEC specifically created REG D and REG S to allow small companies the ability to sell securities without going through the expensive registration process. All of the securities that QSEP has issued started out as unregistered.
There is nothing inherently wrong with issuing securities under REG S.. They are after all the rules that the SEC has laid out for Private Placement Offerings made outside of the United States. QSEP must, I repeat must comply with REG S if they want to sell their securities to foreign investors. Scams can misuse any and all of the SEC rules not just REG S. There is absolutely no proof that QSEP has committed fraud while issuing securities here in the U.S. or abroad. All of their REG S offerings have been fully documented in their Qs for everyone to read. The Offering Memorandums have all been written to comply with the law. Without proof of fraud for anyone to say otherwise is just baseless drivel and fear mongering.
To be fair, unregistered securities do carry a higher level of risk than registered securities. SEC rules allow a lower bar of disclosure for unregistered securities. The process of registering them is time consuming. That is why participation in Private Placement offerings is limited to "accredited" investors only. If anyone has a problem with the current LAWFUL way of issuing securities this way, I suggest they take it up with the SEC.
There is still no proof of any insider selling. NONE The facts are, that insiders have watched the value of the bulk of their QSEP holdings, as represented by their stock options, go almost to zero without selling any of them. That is hardly the recipe for insider enrichment.
There is proof of insider buying however. Just recently Don Dickson, a member of the QSEP Board of Directors has purchased some UNREGISTERED securities from a recent Private Placement Offering. By the way, the unregistered securities that he purchased were reported on a FORM 4.
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