MSB Global Capital Corp. (MSBM)

[budgetcuts0]

JohnIraq, i have read over all the posts the last couple days and i am just shaking my head in disbelief at what i am reading. Finally, 4 months later people are seeing the light about those Regdex's(504's), i posted all that information and links(alot are missing) showing exactly what was happening here only to be attacked with insults. I will say this, i was partly wrong about the 8 family members being Accredited Investors, they are not, they are NON Accredited Investors(imo), but it is the same outcome, there getting there piece of the 504 pie one way or the other. That being said, "Righty" my post the other day was out of line and i apologize for it. John, this has been going on for 10 years now. Here is a few examples of what i posted months ago...

"The 504 is the most popular and widely used of the Regulation D programs. Many companies use 504 for an initial round and then float a 506 for a larger second round - both offerings can be done in a 1 year period because they are separate exemption programs."

"Example 2. If an issuer sold $500,000 of its securities on June 1, 1982 under Rule 504 and an additional $4,500,000 on December 1, 1982 under this Rule 505, then the issuer could not sell any of its securities under this Rule 505 until June 1, 1983. At that time it could sell an additional $500,000 of its securities".


Under Sections 4(2) and 3(b) of the Securities Act, the SEC in March, 1982, adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.


http://www.securitieslawinstitute.com/going%20public.html

http://sec.gov/news/extra/micro504.txt

"Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the businessperson should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws".
I talked about that Disclosure Statement.

Further restrictions under Rule 505 include:
The total offering price of each issue of securities may not exceed $5 million. .
The offering may not be made by means of general solicitation or general advertising.
The issuer may sell the securities to an unlimited number of "accredited investors" and to 35 nonaccredited persons. There are no requirements of "sophistication" or "wealth" for persons to whom the securities are sold.

I also talked about the Audited Financials..

There is no specific information the issuer must furnish to accredited investors. However, non accredited investors must be advised of and furnished, upon request, all material information furnished to accredited investors, as well as certain specified information. Financial statement requirements include:

Only financial statements for the most recent fiscal year need be certified by an independent public accountant;
If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer's balance sheet (to be dated within 120 days of the start of the offering) must be audited;
Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issueror the offering.

That's why out of the blue they filed a "Initial Company Information and Discosure Statement which i talked about...

I lost alot of money because i did not know what a Regdex was until i did major research on it and all the little rules and exemptions, state law rules etc.....

Never was here to bash, only shed some light on what was going on here...
Budget