Quote from: DeathAndTaxes on April 30, 2014, 03:59:40 AM

So you filed a false Form D? You are offering securities by public solicitation and state the opposite to the SEC. This very thread is proof of that. There is actually no condition of Reg D 506(b) that you actually complied with.

The goods news for investors is that the issuer has no safe harbor protection under a fraudulent filing so the personal assets of the seller are not shielded from securities fraud litigation. The crazy part is not that you did it fraudulently it is that you did it fraudulently and then filed it publicly with the SEC. That has to be first even for "Bitcoin securities". I mean all it takes is an investigator of the SEC to come to this thread and there is sufficient grounds that your filing is fraudulent. You do know that is why services like gust and angel list exist right?

For those interested in the limitations imposed on a real Reg D 506(b) offering the following is a summary but one should always obtain qualified legal advice as this is just a summary

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Rule 506(b)
A company that satisfies the following standards may qualify for an exemption under this rule:

Can raise an unlimited amount of capital;
Seller must be available to answer questions by prospective purchasers;
Financial statements need to be certified by an independent public accountant;
Purchasers receive restricted securities, which may not be freely traded in the secondary market after the offering;
Seller is prohibited from using general solicitation or advertising to market the securities.

The sale of securities under Rule 506(b) may be made to an unlimited number of accredited investors and up to thirty five other purchasers.
Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated - that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.

We filed our Form D around a month before this offering was drawn up and complete. As stated previously, an amendment will need to be filed when the offering is finished to correct our amount raised and dates ('Offering to be held at a future date' was originally filed). As also pointed out and agreed upon by us, filing the amendment under Rule 506(b) is out of the question because of the same reasons you list. We agree and also reference the same verbiage you quoted from the SEC.gov website within the Prospectus.

Moving forward most likely will include restructuring the offering per 506(c), getting experienced advice on valuation criteria (hot topic), filing an amendment and taking a look into funding via an AngelList platform that caters to accredited investors. This will all need to be evaluated and a decision to move forward or not will need to be made.

TL;DR We agree