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Re: joenatural post# 2470

Wednesday, 02/24/2010 2:09:09 PM

Wednesday, February 24, 2010 2:09:09 PM

Post# of 163716
They are not "insiders", insiders are considered Affiliates and fall under re-sale rules such as Rule 144. Non-affiliates are individuals such as consultants and service providers who were paid in shares and fall under a different category of Rule 144. As in any business, they are simply looking to get paid.. very few are "investors".

The biggest misconception many make is that the "Company" is selling. In most cases it is non-affiliates, or investors who are doing the selling. In some cases, well informed non-affiliates with the proper resources can and do short against their own holdings. This allows them to cover a percentage of their sales with retail purchases allowing them to generate additional cash flow while liquidating their position over time.

I simply think you are not as familiar with this subject as you might think you are.

In the case of SIAF, they fall under the "shell company" provision of Rule 144(i) in that all post merger shares are ineligible for re-sale under Rule 144 without registration or a suitable Form 10 filing. This is the reason the company is undertaking such efforts so that "insiders" can at some point in the future benefit from liquidity. However, no Company insider presently can even obtain non legend stock as a result of changes to Rule 144(i).

Resource: http://www.thelebrechtgroup.com/index.php/publications/tlg-publications/97-rule-144s-impact-on-shell-companies

As it stands right now, any selling is taking place by retail investors, or previous consultants/service providers such as those involved in post merger ie: Bellmont Partners and previous promoters.

So to assume this is "insiders" selling really is an incorrect statement. This is why reverse mergers are not the best way for a Company to go public. Going public through direct filings is always the preferred method but many consulting firms such as Belmont make reverse mergers appear more attractive than they really are, thus allowing them to heavily profit from such transactions.




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