[Karen37a]

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.

The Sec states that you must know that the people who you are advertising to are accredited investors ( in advance ) so advertising on a public board breaks the rules

there is a new jobs act but you must comply with advertising and disclaimers

[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]

Fast Answers
Rule 506 of Regulation D
Rule 506 of Regulation D provides two distinct exemptions from registration for companies when they offer and sell securities. Companies relying on the Rule 506 exemptions can raise an unlimited amount of money.

Under Rule 506(b), a “safe harbor” under Section 4(a)(2) of the Securities Act, a company can be assured it is within the Section 4(a)(2) exemption by satisfying certain requirements, including the following:

The company cannot use general solicitation or advertising to market the securities.
The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchasers. All non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.
Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal 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. Companies must give non-accredited investors disclosure documents that are generally the same as those used in Regulation A or registered offerings, including financial statements, which in some cases may need to be certified or audited by an accountant. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well.
The company must be available to answer questions by prospective purchasers.
Under Rule 506(c), a company can broadly solicit and generally advertise the offering and still be deemed to be in compliance with the exemption’s requirements if:

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

[Karen37a]

There is a reason I never got fined. I stick to the compliance guidelines and rules.

You do what you want

[Karen37a]

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

unregistered securities


***check all new rules and laws

[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?

[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]

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]

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

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

Fair Game? No?

its nor any person ....that's a typo and when I correct people say "she is a liar correcting" and I do not care if someone calls the whistleblowers to collect a fee on them for soliciting that way. Or if anyone else raises capital...now its every man/woman for themselves

Whats bothersome is that people do not care if the SEC etc starts looking at us...they cant post that advertisement as an offering( disclosures are needed, name address phone number etc) Anyone who sells investments. private placements or raises capital knows that you could only sell it OVER THE PHONE since 1933 and the rules they enacted in the securities act of 1933. They also know what "tombstone" offerings are etc etc etc.

( they releaxed some rules jobs act but not what was posted)

That's why its been fun watching certain people make fun of phone sales people then claim to be a former stockbroker etc. ( its a sign they never raised capital nor brought in clients to the firm....which is fine)So this whole time people saying "Karen didn't have a series 7", then the people then saying "I do not make phone sales, I am a not a telemarketer", has been fun and why I was "loling " all the time.

I am posting below rules so no one else follows along this path, you will get in trouble (maybe not right away but definitely when someone loses money)

Have a great start to the New year...don't miss me too much, see you after tax season.

[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

[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]

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