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Microcap & Penny Stocks : PanAmerican BanCorp (PABN) -- Ignore unavailable to you. Want to Upgrade?

To: PCModem who wrote (39589)	7/13/1999 3:16:00 AM
From: jhild	Respond to of 43774

You still don't get it do you? You have no idea about what constitutes a restriction. What is described in that paragraph is not a legendable restriction that will prevent the shares from being freely traded for any specific period of time, such as say one year. It is merely boilerplate that informs the prospective buyers that they are receiving unregistered shares. They may be registered at any time and thus become freely trading. (As a practical matter they may be shorted against at any time, absent any registration.) It will be quite interesting to read the alleged upcoming SB-2 and see how many of these shares are registered by it's filing. It's for sure they won't file that Form 10-SB and reveal who the two lucky recipients of these sweetheart shares purchases are. You strut around like the Emperor with no clothes on. Stop pretending that you know something that you seem to know so little about. According to the company, there is no exemption available. Oh, well now there is an authority. Hahahaha. What do you figure the certainty rating on that is - a 10? Hahahahahaha. I can even see John Schmitz laughing at your gullibility. They are the ones that set up the deal in the first place. You think they suddenly won't be cooperative in getting those shares registered? What do you smoke in the evenings that clouds your already muddy thinking?

To: PCModem who wrote (39589)	7/14/1999 1:30:00 AM
From: wonk	Read Replies (2) \| Respond to of 43774

The shares are not registered. They may not be acquired with a view to immediate resale or redistribution. According to the company, there is no exemption available. The shares are restricted. Nice try, but no cigar. Sigh Of course, you are wrong, again. Let's go over it once more. 1. A private placement is exactly that: shares of stock sold to private individuals in a non-public transaction. The shares sold are not registered. 2. A sale of shares under Rule 504 Reg. D is a public offering, EXEMPT from registration. The shares are free-trading (under the former Rule). You can say till you are blue in the face that this was a private placement - it's clearly false. It was public offering pursuant to Rule 504 Reg. D. No amount of boilerplate disclaimer language, applicable to a private placement, can change the fact that PABN submitted the documentation to permit the shares sold to be exempt from registration and to be free-trading. Let's do some simple logic. By definition shares sold under this filing are exempt from federal registration. But the passage you are quoting says: ...The Company makes no representation in respect to or assumes any responsibility for the availability of any exemption... By making the filing, the exemption is now available. Duh. Whether it was deliberate misdirection on the company's part to include the boilerplate language, or just plain incompetence in filing the paperwork, makes no difference. The filing trumps the boilerplate. Moreover, if this was a private placement as you keep claiming, and the shares are restricted as you keep claiming, why go to the time, trouble and expense of filing the Form D in the first place? Now, if it is you and you alone who is promoting this drivel, then you are in violation of quite a number of SEC Rules including the Commission primary enforcement subsection 10b-5: Shall I quote it again? b.To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or.... law.uc.edu Admittedly, you did try to give yourself an out this time. According to the company... Though I was always taught that ignorance of the law is no excuse, in my experience judges and regulators are lenient and reasonable for those who truly don't know. They save their wrath for transgressors who are recklessly negligent in regards to their affirmative responsibility to inform themselves of salient facts, especially when they purport to be an expert, and by their negligence cause harm to others. ww