[runako]

A securities offering doesn't have to be registered until it crosses a threshold, which is set by law:

http://www.sec.gov/info/smallbus/qasbsec.htm#eod6

Reg D, Rule 504: "Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period."

So your colleague's business can likely sell you shares now. However, unless they register, they can't market the shares for sale.

Crowdfunding will expand this and allow you to market your securities for sale.