Topic: [Aquired]☆☆Crypto REI☆☆East Coast Real Estate☆☆ (Read 3292 times)
Think we are merging with another company, stay tuned for more info. It is some exciting stuff!
hero member
Activity: 756
Merit: 500
It's all fun and games until somebody loses an eye
REIT would have to be registered with the SEC, so that is a no go. If you get any sort of pooled funds in a real estate transaction it must be registered as a security with the SEC.
There are a couple of exceptions
1) The entire loan must come from 1 person with out the pooling of funds
2) The company must be formed as a LLC as a tenants in common aka members manage LLC
The wording has to be in such a way to not trigger a SEC registration. Most real estate terms are written in such a way it seams to be hand waving.
This is the address to a property, I understand it, most people will not its not fancy hand waving its legal description written to locate a property.
SHAMROCK VIL BE L12
SR 1903
08-030
SHAMROCK VILLAGE INC
The capital structure has not been 100% decided yet due to us not having nailed down a home.
I do not think 18 pages of business plan would be acceptable here?
There are a couple of exceptions
1) The entire loan must come from 1 person with out the pooling of funds
2) The company must be formed as a LLC as a tenants in common aka members manage LLC
The wording has to be in such a way to not trigger a SEC registration. Most real estate terms are written in such a way it seams to be hand waving.
This is the address to a property, I understand it, most people will not its not fancy hand waving its legal description written to locate a property.
SHAMROCK VIL BE L12
SR 1903
08-030
SHAMROCK VILLAGE INC
The capital structure has not been 100% decided yet due to us not having nailed down a home.
I do not think 18 pages of business plan would be acceptable here?
Why not just go all the way through with this idea and register it with the SEC? Why is registering with the SEC such a horrible thought?
I don't think there is any way for you, as an American, to collect investments from people and not trigger SEC registration of one kind or another.
Have you thought about listing on MPEx? If you got your affairs in order, you might be able to raise more there than by using cryptostocks or Havelock?
Got a lead on a great property this morning, If we can not raise funds to flip it I am just going to wholesale it.
House is a
3/2
1050 Sqft
Built in 1971
Cement foundation
Roof looks less then 5 years old.
Windows look less then 10 years old.
House needs updating in general,
Kitchen-
Counters and cabinets
Flooring
Fridge/oven/dishwasher
Bathrooms- x2
Vanity
Showers/Tubs
Inside general
Paint
Doorknobs
Hinges
Light switch panels
Electric plug panels
Carpet/Flooring
Purchase price 30k
Repair Cost 26K Contractor has already gave a estimate
Sales price 87,999 This was the BPO broker price opinion as of 3/19/2014
Profit after cost of sales
26,000
Similar house across the street just sold for 97K in under 2 months.
House is a
3/2
1050 Sqft
Built in 1971
Cement foundation
Roof looks less then 5 years old.
Windows look less then 10 years old.
House needs updating in general,
Kitchen-
Counters and cabinets
Flooring
Fridge/oven/dishwasher
Bathrooms- x2
Vanity
Showers/Tubs
Inside general
Paint
Doorknobs
Hinges
Light switch panels
Electric plug panels
Carpet/Flooring
Purchase price 30k
Repair Cost 26K Contractor has already gave a estimate
Sales price 87,999 This was the BPO broker price opinion as of 3/19/2014
Profit after cost of sales
26,000
Similar house across the street just sold for 97K in under 2 months.
150BTC With no share dilution EVER.
Hy, curios about your business. How much are you going to raise?
After checking out crypto stocks and coming to find out you only need a website and a email with [email protected] I decided not to list there. I contacted Havelock and sent all the paper they requested over to them. So we should be listed there hopefully soon.
Asking 30k
Rehab 35k
Total 65K
ARV 99k
Profit 35k
This is a great cash flow property
Duplex
38k
10k repairs
450 x 2 = 900
Looking this property http://www.realtor.com/realestateandhomes-detail/220-Blue-Creek-School-Rd_Jacksonville_NC_28540_M56212-07248?row=6
Selling for 14k
Repairs 45k
Total Investment 59k
After repaired 85k
Profit of 30k
Selling for 14k
Repairs 45k
Total Investment 59k
After repaired 85k
Profit of 30k
Updated to go into pre release sales
Well yea he is a real estate attorney he is really good at handling tricky real estate transactions like double closings and so such.
But I think I am actually going to consult a SEC attorney about this, and pursue a regulation D classification.
The rule about public postings changed in NOV you are allowed to publicly advertise you security as long as it meets 1 of 3 reqs. "Thanks job act"
But I think I am actually going to consult a SEC attorney about this, and pursue a regulation D classification.
The rule about public postings changed in NOV you are allowed to publicly advertise you security as long as it meets 1 of 3 reqs. "Thanks job act"
Ok what about D lol I am looking at the online form right now and it does not seem to bad.
Reg D has a ton of moving parts, so I can't say with certainty any one offering, including even yours, would or would not qualify, but as a general rule, Reg D offerings are non-transferable except to accredited investors or upon registration of the securities. So unaccredited investors would be stuck with whatever you sold them unless they could find someone wealthy to buy them, or they could register them (which is expensive). In addition, there are limits on general solicitation (such as posting on public internet forums) that would make it difficult.
Like I said, these rules are draconian, and make it nearly impossible for anyone but the super-rich to invest in new and interesting start-ups. Reg A may be changing significantly soon, that was also a part of the JOBS Act, and I'm very hopeful for the proposed Regulation Crowdfunding. There may be a way to structure these transactions to meet an explicit exemption (it's almost impossible for mere structuring to get you out of the definition of a security though), but all of the exemptions require at least some notification to the SEC, and they would take very specific tailoring that would require a lot of time (and thus a lot of money) from an attorney.
I'm glad to see you're at least trying though, that assuages my main concern for you with people that claim to be compliant. People who say they're compliant and aren't are often frauds. I have this worry with Havelock, because even in the face of clear evidence that they are not compliant, they just keep saying "yes we are" without even trying to make an argument. You seem like you just honestly want to be compliant, the fact that you aren't is more the fault of the web of incomprehensible regulation, so I'll leave you alone. In your offering docs, you said you have an attorney, if I found the right guy, he looks like he's just a general practitioner. If he's interested in discussing this more with me, send me a message and I'll give you my e-mail, I'm trying to get a group of attorneys together to discuss all these issues and try to create a good framework to present to the SEC.
Ok what about D lol I am looking at the online form right now and it does not seem to bad.
That makes sense, what about Regulation A?
Regulation A is tough because you are then subject to every state's Blue Sky regulations, some of which would preclude advertising on websites, like your initial post does. In addition, the SEC has to approve most kinds of written or scripted oral advertising in advance. It's an option, but the myriad of state laws would make it difficult to do using crypto-currency on the internet.
That makes sense, what about Regulation A?
Well help us then, contribute to the bitcoin world and tell us what we need to do to comply. Just going around blasting us for being illegal does not help the face of bitcoin at all. If you were to help us conform to the law would be much more useful.
The simple reality is, for now, there is no way to comply, at least not in a way that wont be cost-prohibitive or severely limit how you can advertise your offering, how many people could invest, and who could invest. I'm not blasting anyone for being illegal, I'm expressing my concerns with you claiming you're compliant when you're not. Heck, if you don't want to say "yeah, we're illegal", just don't mention anything. When people ask just say "look, this is what we offer, it's up to you to figure out if you think we're compliant." The rules are certainly draconian, but that doesn't really excuse stating you comply with them when you don't.
In the future, I'm very hopeful that the rules promulgated under Title III of the JOBS Act will allow for raising capital from the general public in the way that most people do it on this thread, with only slightly more regulatory costs. I'm working on making that happen, through both communication and comment on the SEC's proposed rules (https://www.sec.gov/rules/proposed/2013/33-9470.pdf) and through planning with people in industry, but for now I understand that the securities laws are fairly prohibitive. Just don't claim to be compliant unless you're absolutely sure, preferably on the advice of someone who practices in securities law, that you are.
Well help us then, contribute to the bitcoin world and tell us what we need to do to comply. Just going around blasting us for being illegal does not help the face of bitcoin at all. If you were to help us conform to the law would be much more useful.
If that was the case I do not think saying "I am breaking the law" is a wise thing to do on a forum we know is monitored by the S.E.C., I know this for a fact cause I was the first one to speak to them when the whole pirate thing went down. They have interns that do nothing but poor over this forum.
Are you a lawyer?
Why are you only posting on real estate type offerings?
The SEC does not actively monitor this thread, I have two friends that are attorneys for the Commission, and their interns have much better things to do than passive monitoring. If the SEC had the resources to monitor this thread, they'd also have the resources to lend to their Canadian and Panamanian counterparts to shut down Havelock. They certainly have some interest and concern about Crypto-investing, but it's hardly at the top of their list. They didn't even dedicate the resources to convince Justice to indict Shavers, and his was a confirmed scam of a considerable size.
I am not a lawyer, I am a third year law student at a T14 school and I've specialized in securities and investment law. I like bitcoin and I'm sick of all the scandals, these postings purporting to be in compliance with the law when they are not are another scandal just begging to happen. I've posted on three different threads, the first was on Havelock's general thread, the second was on RentalStarter, which is offered through Havelock, which I got to because there was a link on the Havelock general thread, and the third is this one, which I came to because the issuer here posted on the second thread. Two of the three threads are real estate by sheer happenstance.
Quote
Wording alone is not enough to overcome the economic realities test of SEC v. W.J. Howey Co., 328 U.S. 293 (1946). Members of the organization must have substantial participation in the operations of the organization, mere voting rights are nowhere near enough (even if you didn't know the case law, think about it logically, most equity stakes traded on the major exchanges have voting rights and are still securities). What concerns me about all these investments I see on here are that so many of the issuers are misleading investors into thinking their offerings are compliant when they're not.That means either the issuer is ignorant, which is a concern that investors are putting their money with incompetent people, or the issuer is malevolent, which is concerning for obvious fraud reasons.
I don't know about everyone else here, but I'd feel much more comfortable with an issuer that came out and said "look, law essentially prevents me from raising money from you, so this issuance is probably not going to be compliant with the law. Caveat emptor and all that. I think most people here are pretty libertarian, we agree the laws and regulations are draconian, so why try to pretend your compliant? Don't spit on our cake and call it frosting, be up front and let us be adults and make our own informed decision.
I don't know about everyone else here, but I'd feel much more comfortable with an issuer that came out and said "look, law essentially prevents me from raising money from you, so this issuance is probably not going to be compliant with the law. Caveat emptor and all that. I think most people here are pretty libertarian, we agree the laws and regulations are draconian, so why try to pretend your compliant? Don't spit on our cake and call it frosting, be up front and let us be adults and make our own informed decision.
If that was the case I do not think saying "I am breaking the law" is a wise thing to do on a forum we know is monitored by the S.E.C., I know this for a fact cause I was the first one to speak to them when the whole pirate thing went down. They have interns that do nothing but poor over this forum.
Are you a lawyer?
Why are you only posting on real estate type offerings?
[/quote]
In the past we have used LLC with no problems but on that note I will be consulting a lawyer come Monday Morning and post findings here. Unless you have a law degree and are not a "sea lawyer".
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