ghcnj - also do not overlook the "FACTUAL ALLEGATIONS" in the SEC's suit regarding the sale of unregistered shares:
12. Section 5 of the Securities Act of 1933 (“Securities Act”) requires the sale of securities to be registered with the Commission, or qualify for a statutory exemption from registration. If the sales are unregistered, and if no statutory exemption applies, the sales violate Section 5. Registering the sales includes providing disclosures to investors of financial and business information about the company issuing shares.
13. Rule 504 of Regulation D of the Securities Act exempts from registration certain limited offerings and sales of securities that do not exceed $1,000,000. But a person who has purchased shares from an issuing company with a view to distributing the securities is an “underwriter” under the Securities Act, and any public resales in the short term (within one year for shares of non-reporting issuers) by that purchaser are not exempt from registration.
14. Gendarme claimed on its website to be an accredited investor that bought stock available for sale in offerings under Rule 504 of Regulation D of the Securities Act. In truth, Gendarme’s primary business has been buying stock in unregistered transactions from small publicly-quoted companies who could not directly issue the stock to the public without registration (and the required disclosure that goes with registration) then quickly dumping most of the shares on the public market.
Couple that with the boilerplate language in many FINRA press releases:
"Brokerage firms are the first line of defense when it comes to preventing the illegal distribution of unregistered securities into the public markets," said James S. Shorris, FINRA Executive Vice President and Executive Director of Enforcement. "The failure to detect and prevent these sales creates serious risks to the unsuspecting customers who purchased these unregistered securities."
and things start to look interesting.
The problem with working outside the law, you no longer have the protection of it. -- Truman Capote.