Replies to post #15440 on Sunset Island Group Inc (SIGO)

[Alyssa]

Thank you! That's otherwise known as Regulation A.

[Alan Brochstein]

VERY UNLIKELY THAT SIGO CAN CROWDFUND

There are exemptions through crowdfunding, but SIGO hasn't yet filed for any. There is no REG D or REG A+ filing at this time, nor was it mentioned. It really can't be a REG A+ filing, because that has to be registered first and would take some time as well.

https://www.nyse.com/regulation-a

A COMPANY LOOKING TO PURSUE A REG A+ FILING WILL NEED TO:
*Assemble a team of professionals for IPO preparation. At minimum, that team will include: company counsel, independent auditors and consulting accountants, underwriters, underwriters’ counsel, transfer agent, and other advisors and service providers for certain aspects of the IPO process.

*Submit an offering memorandum to the SEC for approval for distribution to offering participants. Non-accredited investors may participate in a Reg A+ offering.

*Raise a sufficient amount and take other actions that allow the company to meet all listing requirements. In many cases, companies will qualify for listing even if the amount raised is less than the $50 million maximum offering size permitted under Reg A+.

*Comply with the rules applicable to listed companies, including filing annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC.

It's not permissible for a public company to conduct REG A+ either from what I understand, so that kills it anyway.

I don't think it's possible that they are doing a REG D 506(c) either.

https://www.sec.gov/fast-answers/answers-rule506htm.html

Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:

The investors in the offering are all accredited investors; and
The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.

Maybe SIGO management can clarify the 8-K intended to clarify the prior 8-K, lol. Lots of "clarification" needed at SIGO.

Any shareholder may purchase shares of the Series B Preferred with a minimum purchase of $1,000.

Maybe they will engage in a legally registered crowdfunding, but they certainly haven't shared any information yet that would suggest it to be the case. If not, then this would be an illegal solicitation.

Then again, don't believe EVERY 8-K from these jokers:

Item 8.01. Other Events

On February 25, 2017, the Company began discussions to exclusively license and private label a breakfast product that has previously generated $20 million in sales. The product has been sold in over 3,000 stores including CostCo, WalMart, and Target. The Company is expecting to complete the license agreement within the next two weeks. Once the agreement is in place and a new label has been approved, the Company can begin selling the product into grocery stores and box stores throughout the United States.

SIGO dropped 19% today. More to come...

[kevindenver]

JOBS act, I was wondering if that allows this?

A lot has changed since I retired. Old rules would not have allowed offering or solicitation language without a prospectus or proper disclaimer.


One thing does still seems to true, everything is OK "as long as you got a disclaimer"...LOL!

[integral]

Bummer is, $8 million far exceeds the maximum amount. Further, Only a platform registered with FINRA and the SEC can solicit pursuant to Regulation Crowdfunding, not the issuer using a Form 8-K filed with the SEC on EDGAR. Additionally, Form C must be filed. Also, it would prohibit the issuer from the Exchange Act, and force them to stay as a Securities Act registrant. Something the SEC already commented on.