Your are correct in your discription of delisting and tier listing. In fact the OTC lists TAUG as SEC fully reporting still but assigned to the OTC Limited Information Market.
Financial Reporting/Disclosure
Reporting Status U.S. Reporting: SEC Reporting
Audited Financials Audited
Latest Report Sep 30, 2015 10-Q
CIK 0001142790
Fiscal Year End 3/31
OTC Marketplace OTC Pink Limited
Below is the answer I received from the SEC counsel for TAUG: You can interpert it how ever you wish, but it clearly states the TAUG uses Rule 144 for the issuing of private placement shares. This is honestly the final shovel of dirt on this dead horse.
Rule 144 is a safe harbor that allows the public resale of “restricted” securities originally issued as part of a private placement (i.e. an offering not registered with the SEC). There are a number of requirements that must be met under Rule 144 before a restrictive legend can be removed and are different depending whether the shareholder is an affiliate or not – most notably the shares must be held either six months or year depending on current information requirements. Private placements can rely on a few exemptions under the Securities Act of 1933, as amended. Under Section 4(a)(2), the courts and the SEC have developed various tests to provide the exemption – primarily the tests focus on whether the investor is sophisticated enough and financially able to bear the risk of the investment – it is the most common exemption utilized and the one Tauriga typically uses. Form D’s are not required for this exemption. In the event the offering results in the sale of more than 5% of the then outstanding number of shares of the company, a Form 8-K is required (if the company is public). There is also something called Regulation D. It sets forth three different rules – Rule 504,505 and 506 – with various tests and requirements for investor and company qualifications. A Form D is required 15 days after first sale if this exemption is used. There are a number of other exemptions but these are the two most common.
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