To: rrufff who wrote (1910 ) 1/22/2006 1:21:35 PM From: Jeffrey S. Mitchell Read Replies (1) | Respond to of 12518 Rrufff, 504 deals (less than $1M and only to accredited investors) are popular because they not only are immune to registration, but also allow the issuance of free trading stock. However, as I understand it, the company still needs to file a Form D that lists who the investors and promoters are. The SEC will and has come down on companies that do 504 offerings to non accredited investors (read: boiler room tactics). The SSTY analogy to PLNI was the fact that filing steps with the SEC had to be completed before all the money was given to Cornell Capital. I know that, as of mid December when I last checked, PLNI had given money to Pro-Mold but more was due "any day now" which had to have been at least one reason the deal was still pending. Could PLNI have been waiting for cash from a private placement to give to Pro-Mold-- money that would not be forthcoming unless PLNI filed the appropriate SEC paperwork as well? Since PLNI is not a reporting company, any such speculation is sheer guesswork. For those that wish to learn more about PIPEs in general and a company's reporting requirements, here's a good FAQ: realcorporatelawyer.com Again, without seeing the actual details of the acquisition(s), the only clue we have as to the structure is the "pending SEC approval" quote, which, I would think it logical to assume, means it was something a little more complex then getting money in return for free-trading shares. I suppose the companies may also have been given Rule 144 stock in addition to cash. Or, then again, maybe those words were added "just in case" or as an "alibi" for why the deals are actually not closed. One thing is for sure, the excuse that those words were added because Pro-Mold was once a publicly traded company is either a total lie or the person who gave it repeated a lie. Otherwise, why apply those words to Semco, a longstanding private entity, as well? The fact shareholders, and loyal and vocal ones at that, are obfuscated from finding out the vast increase in the o/s is as bad as it gets. So I see no hope in them ever being told the details of the acquisitions unless they demand it. Let's be blunt: if you go by blind trust -- and there's no other way to describe it -- you are sheep ready to be sheered. - Jeff