How were the shares offered "in" the U.S? If the shares are offered overseas then you don't need to comply with US laws, even if Americans are buying them over the internet. If I were to open a brokerage account in Cyprus or Belize or somewhere, I could buy stock in companies that aren't registered in the US with real money. How would that be a problem for the issuer?

We generally would not consider an offshore Internet offer made by a non-U.S. offeror as targeted at the United States, however, if:

The Web site includes a prominent disclaimer making it clear that the offer is directed only to countries other than the United States. For example, the Web site could state that the securities or services are not being offered in the United States or to U.S. persons, or it could specify those jurisdictions (other than the United States) in which the offer is being made; 21 and

The Web site offeror implements procedures that are reasonably designed to guard against sales to U.S. persons in the offshore offering. For example, the offeror could ascertain the purchaser’s residence by obtaining such information as mailing addresses or telephone numbers (or area code) prior to the sale. This measure will allow the offeror to avoid sending or delivering securities, offering materials, services or products to a person at a U.S. address or telephone number.