There's no loophole...unless one considers the willingness of Otcmarkets to accept incomplete and inaccurate filings in fulfillment of their requirements a loophole. Could Sonfield have described that to Pierce as a loophole? Sure. He's a lawyer and Pierce is Pierce. But we both know that it's wrong and not at all in the spirit of providing Current Information.
I know you've seen this, but in case others haven't....it's the section that the CEO has chosen not to fill out....which didn't stop him from certifying the statement. It is loopholeless.
4) Issuance History
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate:
A.The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.);
B.Any jurisdictions where the offering was registered or qualified;
C.The number of shares offered;
D.The number of shares sold;
E.The price at which the shares were offered, and the amount actually paid to the issuer;
F.The trading status of the shares; and
G.Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act.
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