Quote from: bitoption on June 20, 2011, 05:04:52 AM

While the accountant may be an accountant; he is definitely not a securities lawyer.

Here is a very, very brief summary of the laws in this area if you're in the US:

You made a public offer to sell shares in a corporation and took something very like legal tender in exchange.

You or the company you represent are officially a publicly traded corporation.

In the US, to get an exemption from this, you would typically do one of two things:

A) Issue a convertible note (e.g. debt, that can be converted to stock at a certain rate). This is fairly inexpensive to lawyer up properly.

B) Apply for an exemption under Reg. D; Reg. D makes a number of stipulations about how you conduct the business of fundraising and buying / selling shares, if you fit them all, you can be exempted.

You certainly would not qualify under Reg. D, since, for instance, there is public market for your shares. Additionally, you haven't verified that all your investors are sophisticated investors per the SEC's perspective.

Functionally, in this case, (I'm not a lawyer), I believe you would likely need to pay everyone back whatever they'd lost investing if things went south; if you didn't, you would be looking at the wrong end of US securities law.

My own research here indicates that the best thing to do is probably incorporate somewhere that has flexible laws regarding public stock offerings; that company could then form a US subsidiary and do business in the states as a sub of a foreign (public) corporation.

Note that all this is going to take $10k at least. Again, I'm not a lawyer.

If you think you're unlikely to come under SEC investigation, (and really, generally, you should do this as a US citizen), do make sure you report and pay your income / taxes. The IRS has promised, vigorously, over the years that they DO NOT CARE where the money came from so long as you report and pay taxes on it. Read about Al Capone if you're curious what the US takes most seriously as far as crimes.

This is more or less the conclusion that I've come to, which is why I said I think changing the language to selling percentages of hardware or computing power instead of shares in the company would be easier (i.e. not cost 10 grand.) That way it isn't a stock, but a product. I don't really think I'll be bumping heads with the SEC for a while, but I do understand the importance of paying taxes.