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Microcap & Penny Stocks : HITSGALORE.COM (HITT) -- Ignore unavailable to you. Want to Upgrade?

To: dumbmoney who wrote (4270)	10/3/1999 12:55:00 AM
From: Q.	Read Replies (6) \| Respond to of 7056

dumbmoney, did any of the filings disclose whether the two LFT private placements were made under Reg. D? Or are they 144 shares? I don't remember seeing this mentioned anywhere. Just the unspecified lockup. If I understand the distinction correctly, Reg. D shares would be locked up for a minimum of something like 4 months and would also require a prospectus to achieve a registration that is deemed effective by the SEC, whereas 144 shares require no prospectus or action by the SEC but can't be traded freely for a year, as you mention. Is that right? I'm wondering whether Hitsgalore is obligated to file a prospectus for those shares to register them, if it is Reg. D. Maybe that would be premature, since no new shares have actually been issued, but rather just lent from Dorian Reed? This is just so confusing. Anyway, I don't think I can recall ever seeing a private placement that resulted in the Chairman lending his personal shares to the buyer. These two private placements must be unusual for that reason, if nothing else. I wonder why Dorian Reed did this. To delay the disclosure required in filing a proxy, maybe? I also wonder who can vote those shares that were lent to Hitsgalore. Especially on the issue of whether to issue new shares to LFT. Would it be irregular to allow LFT to vote on that one?