[Karen37a]

https://www.sec.gov/investor/alerts/ia_solicitation.pdf

unregistered securities


***check all new rules and laws

[Kevin Henry-Seacoast]

SO If I post....

My friend Bill is looking for an equity Investment for his Peanut Butter and Fluff Caffeine infused sandwiches.... Food Truck.

Thats Illegal?

That makes no sense.

What about Bill Nye advertising that thin solar cell investment that raised millionssssss

Was that illegal?

Ryan,

If you post "my buddy is looking for equity investors" might not be illegal, but open YOU up for liability even if you are not paid in any fashion. What was mentioned in the original post here was what the investment entitles the investor which is setting price and or valuation of a security or equity investment.....without a licenses to do so is illegal.... period.

[Karen37a]

You must file Reg D

There are exemptions and you must state certain things in the advertising ( which they are not)

Edgar data base to check to see the reg d filings https://www.sec.gov/edgar.shtml

[Karen37a]

Rule 506 (c) doesn’t eliminate your ability to use Rule 506 (b) to sell securities without advertising, but you cannot advertise or conduct a general solicitation under Rule 506 (c), unless you comply with the “reasonable steps to verify” provision of Rule 506 (c).

Of course, this raises the question: What constitutes “reasonable steps to verify” that someone is an “accredited investor.”

That’s another way of saying that the SEC will probably strictly enforce accredited investor verification rules and anti-fraud provisions that relate to what you say in advertising and how you say it.


advertising and general solicitations, let’s look at Rule 502 (c) which is incorporated into Rule 506 (b) offerings, but is not incorporated into Rule 506 (c) offerings.
“Neither the issuer not any person acting on its behalf shall offer or sell securities by any form of general solicitation or general advertising. . . .”
Rule 502 (c) gives examples of prohibited practices, which includes advertisements, articles notices and other communications published in any newspaper magazine, or similar media or broadcast over television or radio and any seminar or meeting whose attendees have been invited by general solicitation or general advertising. Since Rule 502 (c) pre-dates the Internet, Rule 502 (c) does not specifically mention websites and social media, but these newer media are covered by Rule 502 (c).

[ryan $]

Rule 506 (c) doesn’t eliminate your ability to use Rule 506 (b) to sell securities without advertising, but you cannot advertise or conduct a general solicitation under Rule 506 (c), unless you comply with the “reasonable steps to verify” provision of Rule 506 (c).

Of course, this raises the question: What constitutes “reasonable steps to verify” that someone is an “accredited investor.”

That’s another way of saying that the SEC will probably strictly enforce accredited investor verification rules and anti-fraud provisions that relate to what you say in advertising and how you say it.


advertising and general solicitations, let’s look at Rule 502 (c) which is incorporated into Rule 506 (b) offerings, but is not incorporated into Rule 506 (c) offerings.
“Neither the issuer not any person acting on its behalf shall offer or sell securities by any form of general solicitation or general advertising. . . .”
Rule 502 (c) gives examples of prohibited practices, which includes advertisements, articles notices and other communications published in any newspaper magazine, or similar media or broadcast over television or radio and any seminar or meeting whose attendees have been invited by general solicitation or general advertising. Since Rule 502 (c) pre-dates the Internet, Rule 502 (c) does not specifically mention websites and social media, but these newer media are covered by Rule 502 (c).

Neither the issuer not any person acting on its behalf shall offer

If it is someone unrelated to the offering.....

Fair Game? No?

[Karen37a]

We learned a long time ago on wall st that you cant use traditional advertising methods "legally" to get the clients.

So we learned to pick up the phone and dial...took sales courses and honed the craft.

Good thing we are giving away money now, instead of asking for it to be sent to a stranger off a one call close. It's easier

[Kevin Henry-Seacoast]

Neither the issuer not any person acting on its behalf shall offer

If it is someone unrelated to the offering.....

Fair Game? No?

How can you be unrelated if you are determining the investment, price, and conditions? No not fair game, still illegal and could be held liable.

[ryan $]

How can you be unrelated if you are determining the investment, price, and conditions? No not fair game, still illegal and could be held liable.

Did she Determine it? Thats subject to interpretation.

I got the feel she just relayed what someone else determined

[Karen37a]

There is Liability under general Rule 10b5 anti-fraud provisions for any person. making untrue statements. Securities are “restricted;cannot be freely resold. Intermediaries must be registered broker-dealers.

This is why people can get themselves in hot hot water...not disclosing certain things.

[Karen37a]

There are ways to raise capital ...advertising is limited. If you are going to do it you must disclose risks, loss of total investment etc.


like when I say

** I am not an Attorney I only play one on TV

Hedge funds/private placements are under different rules than crowdfunding

[Karen37a]

Did she Determine it? Thats subject to interpretation.

I got the feel she just relayed what someone else determined

Ryan.

I am relaying what I determined from my years of raising capital and dealing with Finra/ Sec etc....from my warped MCA brain typing to strangers who are rude

Just like you cant say "loan" its an advance. You cant say "investment"

[Karen37a]

More importantly ...one is unregulated One is regulated and you will wind up in jail or paying major restitution that follows you to the grave...you cant go bankrupt from it.


People should just stick to the rules ...stop trying to passively advertise and learn how to close live, on the spot

[ryan $]

I think if someone were to say ELaine right here im interested...

AT that point you would be referred to the person making the offering, who would disclose evrything and be in compliance.

A person merely posting on a forum.... is not an issue.

[Karen37a]

I think if someone were to say ELaine right here im interested...

AT that point you would be referred to the person making the offering, who would disclose everything and be in compliance.

A person merely posting on a forum.... is not an issue.

Ryan,

You can think what you want. I do not know how they are structuring the "investment" to comment 100%. All I Know is that there is a 98% chance that they are out of compliance. And no matter what, how she wrote the "advertisement" is 100% out of compliance and illegal.

[ryan $]

Ryan,

You can think what you want. I do not know how they are structuring the "investment" to comment 100%. All I Know is that there is a 98% chance that they are out of compliance. And no matter what, how she wrote the "advertisement" is 100% out of compliance and illegal.

For who is it out of compliance and illegal? A Person selling an investment/firm right? But for a person merely sharing an opportunity - i dont think its illegal

[Karen37a]

It's like you seeing a cash advance advertisement that says "hi we are lending money at guaranteed rates" 3-5 years low interest.


That's how I see that ad for investments, with my imaginary securities background and compliance officer background.

And the person who posts it is liable

[Karen37a]

This is also why some people nicely said it was out of compliance etc and got rude responses. They see it too coming from a securities background and being licensed.

Sorry to burst peoples bubble. You cant advertise that way and I will not teach people how. Seek out an investment banker or hedge fund or a lawyer

[Karen37a]

I'm laughing here. You having me spit out codes and laws like Sheldon from the big bang theory. ( yearly compliance exams and bi-yearly..12 of them simultaneously. I do not miss regulations)


Section 101010 subsection a, subsection d, in binary code translated into hexadecimal back to dewy decimal, translated into Latin then English states that

4 score and 7 years ago our fathers...


Happy New Year everyone !! See you next year it will be a BIG one...$$$

[HDF]

Good to see Google is operating today.

[Karen37a]

Good to see Google is operating today.

Why do people not understand if they can google laws and rules? More importantly ...Why can't they raise capital legally or get documents in and fund deals?

That's the question for the new year

[Karen37a]

Wait I know the answer " they graduated from dialing clients a long time ago"...now they use osmosis.

Happy New year to you too HDF

[WestCoastFunding]

Stop causing trouble, Karen.

[Karen37a]

Stop causing trouble, Karen.

"osmosis fding" ...we wish for capital and it appears...then we wish for a marketing plan of automatic people who run into the office yelling "I need an advance by Friday, I have a 750 credit score, 3 years tax returns and make 300k a month...no outstanding advances"


please do not have the cronies come out of the woodwork to tell me how I do not know the newfangled ways to get merchants and that I am al capone.

Seriously people can just correct and start again...

See you next year ****

[Chambo]

This is Mantis. All day.

I get it now....Marcus is away, so you are having fun with his persistent posting

[WestCoastFunding]

I get it now....Marcus is away, so you are having fun with his persistent posting

Pretty much. I think Marcus may be traveling so anyone with a bio fuel investment, oil and gas play, or diamond excavation in Nigeria should call his cell phone. Since he may be overseas best to call him around 2am EST.