BIH Corporation (fka BIHC)

[liable]

Try this folks......Go to www.google.com and type in "regdex 504" and whammo, most of the hits are Hayter/ Astrom companies.

This first link is from an old now defunct company that was diluted into oblivion called Prime Rate Investors, or PRRM. Maybe it is just a coincidence that PRRM claimed to own this very same restaurant through the Sanibel Restaurant group. What are the odds?!?!? When you take all the Pink Sheet companies, and all the restaurants owned by any public company, not to mention two companies named PRIME, the odds in favour of the exact same restaurant owned by seperate entities with all these similarities is pretty much impossible. I certainly don't know what you call a number with a hundred zeros after it, but that is about the liklihood.

Back to the first link, there is a very infomative post about some flat out lies by the CEO (at the time people thought Astrom's word was worth something), and a description of what a 504 is. Here is what you will find on the sec website:

www.sec.gov


Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period.

A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.

Rule 504 does allow companies to sell securities that are not restricted, if one of the following circumstances is met:


The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;

A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or

The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors."
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.

While companies using the Rule 504 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

If you are thinking about investing in a company making a Rule 504 offering, you should call the SEC’s Public Reference Branch at [phone] or send an email to [e-mail] to find out whether a Form D has been filed or to obtain a copy. If the company has not filed a Form D, this should alert you that the company may not be in compliance with the federal securities laws.

You should always check with your state securities regulator to see if it has more information about the company and the people behind it. Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at [phone] or by visiting its website. You’ll also find this information in the state government section of your local phone book.


http://www.sec.gov/answers/rule504.htm


So there you have it, your gem of a company that said in a press release they won't be raising the O/S has already filed so sell FIFTY MILLION unregistered shares.

For the less experienced penny traders here, ask anyone who has been arond a while if they will touch a company that has filed a REGDEX. 70% of those hits are on Hayter/ Astrom companies, but I'm sure that is just another small coincidence, LOL.