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Microcap & Penny Stocks : NAMX -- North American Expl.-- Que Sera Sera! -- Ignore unavailable to you. Want to Upgrade?

To: Sidney Reilly who wrote (3104)	3/29/1998 3:28:00 PM
From: M. M. Jones	Read Replies (1) \| Respond to of 4736

Bob, the company does not have to file a registration statement at all unless it is in violation of Regulation A. In the last year NAMX would have had to sell 50 million shares at $.10 a share to have to register with the SEC in the first place. But even regulation A, under which NAMX may have made its original IPO, requires reports if there are more than $10 million in assets and more than 500 shareholders. ------------------------- Regulation A Section 3(b) of the Securities Act authorizes the SEC to exempt from registration small securities offerings. By this authority, we created Regulation A, an exemption for public offerings not exceeding $5 million in any 12-month period. If you choose to rely on this exemption, your company must file an offering statement (consisting of a notification, offering circular, and exhibits) with the SEC for review. Regulation A offerings share many characteristics with registered offerings. For example, you must provide purchasers with an offering circular that is similar in content to a prospectus. Like registered offerings, the securities can be offered publicly and are not "restricted," meaning they are freely tradeable in the secondary market after the offering. The principal advantages of Regulation A offerings, as opposed to full registration, are: The financial statements are simpler and don't need to be audited; There are no Exchange Act reporting obligations after the offering unless the company has more than $10 million in total assets and more than 500 shareholders ----------------- So, whether registered or unregistered, if there are more than 500 shareholders, which is very likely, and NAMX does not file any reports this year, it means NAMX's reportable assets are less than $10 million -- despite suggestions otherwise. M.M.