InvestorsHub Logo
Followers 11
Posts 3235
Boards Moderated 0
Alias Born 01/06/2007

Re: johnnyfiber post# 90579

Sunday, 01/16/2011 10:45:58 AM

Sunday, January 16, 2011 10:45:58 AM

Post# of 118239
Everyone fell in love with 504:
No limitation on number of purchasers.
General advertising and solicitation allowed.
Under certain circumstances, the stock can be free trading, unlike any other stock sold in any other kind of Private Placement.

Everyone conveniently forgot:
State “Blue Sky” laws limit the number of purchasers and prohibits general advertising and solicitation. What the feds giveth in 504, the states taketh away in Blue Sky laws.
Because of merit review, every state except Nevada is impossible to clear a registration statement filed in the state, making free trading stock impossible to obtain.
Every state that has an accredited only investor offering exemption has changed their law to make stock sold under the state exemption restricted, making free trading stock impossible to obtain. This last point has been routinely ignored by numerous 504 scam artists.
People continue to talk about using a “Texas 504,” “Minnesota 504,” or “[Insert name of any other state] 504” still being available to create alleged free trading stock. Avoid these people. They are wrong. For example, Texas, the 504 most often cited by these people, has the following statement in their all Accredited Investor exemption:
Investment intent; resales. The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this [all Accredited Investor] exemption within 12 months of sale shall be presumed to be with a view to distribution and not for investment, except a resale pursuant to a registration statement effective under the Texas Securities Act, §7, or to an accredited investor pursuant to an exemption available under the Texas Securities Act or Board rules. This means the stock sold under this exemption may not be resold for 12 months. Thus, although the stock is free trading under Rule 504, it is not free trading under Texas law and thus may not be deemed free trading for a FINRA 211 filing or any other purpose.

http://www.goingpublicinformation.com/reg_d_placement_roadmap.htm

Join the InvestorsHub Community

Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.