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Gypsy Swaps -- Rule 144 Stock -- Venture Funding

For more information go to Reverse-merger-shell.blogspot.com and www.reverse-merger.info Gypsy Swaps have been used to fund public companies. This video explains gypsy swaps, how they are affected by Rule 144, how they have been used to by reverse merger and other companies for venture funding and why they are forbidden. Gypsy Swaps Rule 144 Stock Reverse Merger Disclaimer This is not legal or investment advice Revese mergers are risky and may not be suitable for you Consult qualified advisors and securities attorneys on your own situation The more you know about stocks and business, the more you can profit Venture FundingPublic Company Funding Funding a small public company can be difficult Institutions and most brokers do not follow such stocks Small companies are always in need of capital Pink Sheet stocks generally cannot register free trading stock because they do not have financial statements audited to SEC standards Gypsy Swap Procedure Company has a cash investor who wants free trading stock and the Company wants his money An existing shareholder with free trading stock gives his free trading stock to the cash investor The cash investor pays the Company Company gives the shareholder restricted stock to replace the free trading stock he had Net Effect of Gypsy Swap The new investor gets free-trading stock The existing investor gets restricted stock The company gets the cash This is just like an IPO -- the new investor gets free trading stock and the company gets the cash Section 5 Problem Section 5 of the Securities Act of 1933 requires all new issues to be registered (unless exempt) The SEC views a gypsy swap as an unregistered securities offering The existing shareholder is acting as an "underwriter" Underwriter Defined "any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking . . . ." In other words . . . . An underwriter is anyone who participates in the distribution of securities from an issuer, directly or indirectly Where the money winds up in the company without registration you have to have an exemption -- Rule 144 cannot be used Rule 144 Rule 144 is a rule that says if you fit the qualifications of the rule, you are NOT an underwriter Rule 144 is not available to the issuer, the company Rule 144 is for selling shareholders Position of the SEC The SEC maintains that gypsy swaps are violations of Section 5 of the Securities Act of 1933 Zacharais v. SEC 2009 DC Circuit Court case concerning a gypsy swap Court agreed with the SEC, finding that the new investor and the original shareholder were "underwriters," or participants in the distribution. More Bad News Majority of Court found disgorgement of 100% of proceeds was appropriate for damages, not just profits Further, as buyer can rescind the purchase, company may have to disclose this potential liability if material Lessons Do not do Gypsy Swaps Consult qualified advisors and attorneys We are experienced in helping small companies get funding while complying with the securities laws Need Funding? If you have a venture deal, and cannot find fast funding, or do not like the terms, contact Lux.investor@ gmail.com Put "venture deal" in email subject line If we like the deal we may cover all costs Everyone has a great idea, we want ethical team players who can make it happen How to Learn More Subscribe to my videos on YouTube Go to my website www. Reverse-merger. Info Blog: Reverse-merger-shell.blogspot.com Buy book on Amazon Contact [email protected]