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Drugdoctor

09/22/06 5:55 PM

#404 RE: Cetek Technologies #402

There you go... professional stock distributors, lmao.
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up-down

09/22/06 10:04 PM

#405 RE: Cetek Technologies #402

Cetek, nice find! That explains the needed increase in shares for selling. Pinksheets shows NADA for SEC filings. I just learned my lesson to NOT rely on Pinksheets.com for accurate SEC filings because that was as far as I looked AND I thought this was exactly what QBIT was doing - selling paper! I wonder if the cult following on thehttp://finance.groups.yahoo.com/group/qbitshareholders/ board are aware they are being raped, lol

If you notice they filed this registration to sell stock before the Forward Split - Damm!

 
REGDEX [html][text] 1 KB [Paper]Notice of Sale of Securities
[Regulation D and Section 4(6) of the Securities Act of 1933],
item 04 Acc-no: 9999999997-06-038281 (34 Act) 2006-09-11
021-94024 06046565
REGDEX [html][text] 1 KB [Paper]Notice of Sale of Securities
[Regulation D and Section 4(6) of the Securities Act of 1933],
item 04 Acc-no: 9999999997-06-036650 (34 Act) 2006-08-25
021-94024 06045925
REGDEX [html][text] 1 KB [Paper]Notice of Sale of Securities
[Regulation D and Section 4(6) of the Securities Act of 1933],
item 04 Acc-no: 9999999997-06-036127 (34 Act) 2006-08-14
021-94024 06044594


Posted by: up-down
In reply to: richerob who wrote msg# 357 Date:9/19/2006 3:02:04 PM
Post #of 404

I think they've been selling shares for weeks through mm CLYP

maybe they are doing a 504 or 505 offering??

Regulation D Offerings
Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC. For more information about these exemptions, read our publications on Rules 504, 505, and 506 of Regulation D.

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504 is for 1 million, 505 is for $5 million. The company sells shares to large investors who then sell to the general public for a profit since they usually get shares at a good discount to the prevailing market. I think these shares are being sold through CLYP. The forward split gave them lots of shares to sell imo. CLYP was the only mm on the inside ASK when the news was out and he was slow to move up. Yes CLYP can be observed in the NEAR market bids but he never really buys anything as he never soley holds the INSIDE bid while executions are being printed at the bid. You can observe mm CLYP holding the sole best ask while transactions are executed at the best ask price.(proves he's the seller!!)

We are all gambling that this will move when he's done - as it will never move as he caps the offer. He is providing size for buyers while he's here. Once gone no one will be able to by size without chasing the pps!


Aug 23rd, 2006, 11:41 AM HSM post#14

MaXima Posts: 556 CLYP once he gets off the offer
....we should fly


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Rule 504 of Regulation D
Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period.

A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.

Rule 504 does allow companies to sell securities that are not restricted, if one of the following circumstances is met:


The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;

A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or

The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors."
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.

While companies using the Rule 504 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

If you are thinking about investing in a company making a Rule 504 offering, you should call the SEC’s Public Reference Branch at (202) 551-8090 or send an email to publicinfo@sec.gov to find out whether a Form D has been filed or to obtain a copy. If the company has not filed a Form D, this should alert you that the company may not be in compliance with the federal securities laws.

You should always check with your state securities regulator to see if it has more information about the company and the people behind it. Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at (202) 737-0900 or by visiting its website. You’ll also find this information in the state government section of your local phone book.

For more information about the SEC’s registration requirements and common exemptions, read our brochure, Q&A: Small Business & the SEC.

http://www.sec.gov/answers/rule504.htm