Phoenix Associates Land Syndicate (fka PBLSQ)

[MrPastorious]

Before I get into refuting your arguement, let me talk about your insistance that THIS IS A PINK SHEET COMPANY THEY ARE BOUND BY DIFFERENT RULES.. They are not bound by sec rules if they do not wish to be a fully reporting company. The company clearly stated that their goal is to be fully reporting. You expect them to be, you are in this because they promised to be, so drop that arguement...Therefore, to be fully reporting, they must adhere to SEC rules, and since you need to supply 3 years of financials 10-k's and q's, you must have adhered to SEC regulations for at least that period of time. Agreed? You cannot hide behind the facade of the pink sheets to defend their actions if you expect them to be a fully reporting company. If they have no intention to file, then fine, they can do whatever they want. Part of a 10-k, which they intend to file is CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS).. this is a full accounting of all shares issued. they have to have this to be fully compliant with SEC regulations.
Next... when a company sells shares to the public they must either register shares, which informs the public and prospective investors of a snapshot of the company's essential financial information. If the company is selling to sophisticated investors, it can choose to exempt themselves from registration and file a Form D to inform the public of an increase in shares. The form D does not disclose financial info since the sophisticated investor is trusted to do their own DD. Both are designed to protect the investing public.
Next, from your post ... "Companies selling securities in reliance on a Regulation D exemption or a Section 4(6) exemption from the registration provisions of the '33 Act must file a Form D as notice of such a sale. The form must be filed no later than 15 days after the first sale of securities."
Then you say this...PLEASE NOTE WHAT REG. D SAYS: SALE OF SECURITIES WITHOUT REGISTRATION. It doesn't say they have to file form D every time they sell stock. Also IT'S A PINKSHEET COMPANY THAT IS NOT BOUND BY THE SAME RULES
It does say that if they want to be exempt from registration, if they are selling only to sophisticated (accreddited) investors, they can file a form D to exempt the sale from being registered. Again, there is no form D or registration statement on file with the SEC.
Again,, the they are pink, they dont have to follow the rules is moot. Please quit protecting the company and look at this for what it is.. there should be no doubt that if a company wishes to adhere to SEC regulations, and therefore be a reporting comapny, they have to adhere to SEC rules, and have EITHER filed a form D or a registration statement when selling shares. Form D clearly states that it is for the sale of shares without registration, as you insist.. so if they sold shares, they EITHER had to file a registration statement, OR a form D... It is a must.. no ifs ands or buts.... they did neither. If they never sold shares directly to the public this isnt an issue, but on June 14th 2005, as per the company's own press release. there was 377,291,802 shares issued and out, and now, after two 100,000,000 buy backs they are promising 815,000,000 shares. So I believe this IS an issue.
GNUL, I am not making stuff up here... this IS and WILL be an issue.. you need to look at this seriously without defending them with that THIS IS A PINK SHEET arguement. the bottom line, cannot be argued with fact is this... If a company wants to be fully reporting, they either have to file a form D or a registration statement when selling shares to the public. The only question is if they can file these forms along with the 10-ks and q's for the previous 3 years without huge penalties, or if the SEC would accept said filings..
Lowfloat goat... look at this for a pre katrina share count...http://www.pbls.biz/pressrelease_content.asp?prid=19