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Lucky Loser

06/16/11 10:32 AM

#97125 RE: tld55 #97121

You forgot to mention the other "OR" (item ii) which is Rule 144.

This allows an attorney whose registered w/the SEC to draft an opinion letter once all applicable provisions to remove the legend have been met. i.e. 12-month holding period; Non-director, non-insider, compliant 13-D or -G registrant holding the cert; etc.

Even when the company has filed their Form 10 and have become registered w/the SEC, anyone holding a restricted cert would still need to seek an attorney's opinion on having their legend(s) removed.

Believe me; been there, done that.
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Santa Barbara Broker

06/16/11 11:06 AM

#97129 RE: tld55 #97121

EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT


Which can be obtained by having your council request the OK through the transfer agent. I don't know if the transfer agent's legal council contacts the SEC or renders an opinion on the rule 144 specs directly. A lot of stuff has changed since I was last involved in anything like that. It really doesn't matter however, the shares could and most probably WERE sold. Restricted, unrestricted, pink with purple monkeys flying out their azz...you actually believe rule 144 restrictions are going to stop JD Brown or Harrs from cashing in on millions? Like I said, you VASTLY under estimate who and what you are dealing with. VASTLY under estimate. All IMHO.