Replies to post #76852 on Trans-Pacific Aerospace Company Inc. (fka TPAC)

[TobySam]

It is so refreshing to see someone actually post the correspondence they reference. Thank you!

[Sage7243]

Sticky this post!

[Helter Skelter]

Unbelievable. You've still got it wrong.

Go and re-read this ~> failure to file a Form D

Form D is required for anyone using Rule 506 (exemption to registration).

There have been so many accusations against TPAC for SEC violations that it's hard to keep track. A word of caution that just because someone makes the allegation does not mean that they know what they are talking about.
Here's an example:

A complaint was made that TPAC was required to file a Form D based on its statement in a Form 10-K that it issued a note to JMJ Financial pursuant to the Rule 506 exemption of Regulation D.

The posters were absolutely adamant that this failure was a violation of the SEC's reporting requirements and therefore TPAC was a fraud.

I contacted the SEC with this question and just received an answer that the Form D was not required for exemptions to Rule 506 of Regulation D. Here is the email reply from the SEC:

Dear Mr. B:

Thank you for contacting the U.S. Securities and Exchange Commission (SEC).

You ask whether Trans-pacific Aerospace Company, Inc. (TPAC) was required to file a Form D based on its statement in a Form 10-K that it issued a note to JMJ Financial pursuant to the Rule 506 exemption of Regulation D. We note that TPAC made that statement in its Form 10-K filed 2/13/2015 for its fiscal year ended Oct. 31, 2014 (https://www.sec.gov/Archives/edgar/data/1422295/000101968715000579/tpac_10k-103114.htm)

The filing of a Form D is a requirement of Rule 503(a) of Regulation D, but it is not a condition to the availability of the exemption under Rule 506 of Regulation D. For further discussion of this issue, please refer to the Compliance and Disclosure Interpretations (C&DIs) by the Division of Corporation Finance at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm. Your question is addressed in question 257.07 of the C&DIs.

Please contact me if you have additional questions.

Kathleen Kim
Special Counsel
Office of Investor Education and Advocacy
U.S. Securities and Exchange Commission
[phone]
www.sec.gov
www.investor.gov
www.twitter.com/SEC_Investor_Ed

TPAC is legitimate. So is the SEC.