Want To Raise Capital? A Must Read If You Need Investors!

By James Scott

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are "blank check" issuers or certain "shells", stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 - but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding "accredited investors" and non-accredited persons. The-term "accredited investor" includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer's balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of "accredited investors" and to 35 non-accredited persons. There are no requirements of "sophistication" or "wealth" for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus "restricted" and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated - that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term "accredited investor" is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are "restricted" under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more "accredited investors." Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term "accredited investor" is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

About the Author:

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

How To Play Online Slots For Money And Fun

Today the internet has made it possible to do so many things from home. Some people not only work from home, but they also do all their shopping and most of their entertainment from home. It is actually possible to accomplish most of your life's tasks on the internet these days. This is also true for some non-necessary tasks like gambling. If you like the adrenaline rush that comes from playing gambling games such as blackjack or slots, you can do that online. There are games and groups that you can join all over the internet. Especially if it is difficult for you to leave your home, if your work schedule leaves you free at odd hours of the day, or if you live far out in the country, learning how to play online slots can be a great way to enjoy the excitement of the casino without actually having to go to one.

First of all, with any type of gambling, you need to know how much you can lose. Look for a site that either lets you play for free or a site that lets you transfer money into an account.

Don't go to a site that says it will take money directly from your debit or credit card.

Not only will this mean that you might end up spending more than you want to, but some of those kinds of sides are actually fraudulent. They could take your credit card number and scam you. You simply have to be careful.

Once you find a few sites that you like because of their security measures and you have your spending limit, you want to find a site that is the most fun.

For some people, colorful graphics and interesting sounds make the game fun. Don't worry, there are plenty of themed online slot games out there for you to enjoy. Other people like to gamble for a large jackpot. Check out the winning combinations for each game.

Some games even have progressive jackpots in which the big payout rises and rises as more people put their money into that slot. With these games, even though the payout is bigger, the chances of winning it are smaller. As long as you figure out what you want before you start to play and make sure that the site you are using is legitimate there is nothing stopping you from learning how to play online slots.

Surfboarding Where Do You Start

By Daniel Thomas

Surfboarding is truly a great sport to get into, no matter what age you are at. First off you get a full body workout from surfing, second you will get an awesome tan too if you are surfing in tropical waters. What other kind of sport out there can offer you those benefits?

If you are a beginner and not sure where to start when getting a surfboard, try and get one that is the same height as you are. Make sure you can afford it, and just use it for practice, as you start surfing more you will make more surfer friends more experienced then you, ask questions to learn more about board types and such.

When you start to hang around more surfers and get more into it, you will pick up many surfing terms in a heartbeat. Sayings like hang ten and riding the wave will come to you naturally and you will start saying them also by instinct.

For the beginner a short board will be the best option, but some more experienced surfers prefer long boards, which are a bit more difficult to learn on and much harder to ride. Style is also another choice of what surfers choose from. It could be the design on their surfboard, their surf fin, or just what they are wearing before they get in the water.

Some surfers do not mind if they are thoroughly prepared for the sport because they are solely interested in making their way to the water to surf. They will often try to find the cheapest surfboard and realize after they are in the water that the board is not suitable for surfing anymore.

The surfboard could have been bought used, the reason that it was so cheap in the first place and could have some cracks in it. When this happens water gets into the board and messes everything up. This is a common problem when so called high quality surfboards are sold dirt cheap.

Some surfboards are unfit for use in the water simply because a previous owner has not tended to the surfboard properly. One of the important factors that every surfer learns is that a surfboard needs to be waxed on a regular basis. This preparation technique is necessary because wax allows the surfer to grip the surfboard with the soles of their feet.

If you are going into the water, for the first time with your surfboard you will more than likely be very nervous. Do not worry about the surfers that are around you laughing at you, they will anyways. Practice sitting on the board and paddling when a wave comes in. If you have a friend that can teach you, they this is the best route that you can go.

About the Author:

Daniel has been surfing for more than 20 years, and he has a wonderful place for you to find surfboards for sale, you can find more information at cheap skimboards.

Good Poker Tactics You Should Know About

If you are a newcomer to the exciting world of poker you are in for a treat. This game can bring hours of entertainment. It does not take long to catch on to the game. To increase winning hands you will need good poker tactics to become a key player in the game. People do not win because they are lucky. Here are some tricks that can help.

There are a variety of poker games to use you acquired knowledge in. Texas Hold 'em is popular. There are stud games, like five card and seven card stud to play. There are even wild card poker games where deuces and a joker may be wild.

One of the first tips is not to let players know what you are thinking. You want to be careful not to give any clues that may hurt your game. Let the players wonder how you are playing. It will be hard for them to figure your strategic thinking if you are quiet.

Some of the give-away signs that are picking up your cards and placing them back down constantly. This signifies you are uncertain of your cards or your bet on the table. Biting fingernails, batting eyes, shifting eyes, shaking your leg can all be a sign of being nervous.

Good poker tactics involve taking risks. If there is a possibility of a good hand, hang in there. Many people make mistakes of folding to fast and too often. Once you fold the hand there is no going back. Take chances. That is how you will win. Plus, it will build your confidence and skill level in the game.

When you have these good poker tactics under your belt and feel comfortable it is time to move to the next phase of studying the other players. Look for signs. Learn their expressions when they are folding, winning, and bluffing.

The last pieces of advice in learning good poker tactics is not to rush. Being patient, in regards to folding, raising or bluffing can be an asset. When you jump and raise stakes without thought, you will have more losses and regrets than wins. Many players in online chat rooms are talkative making it easy to lose concentration or plays that took place in the game. Being friends and talkative will reduce your skill and lower your chances of being effective at winning in this game. When you practice these tips you will see a difference in your game.

Find Good Quality Good Green Screen LA

By Phillip Guye

One of the advantages of videos is that many people enjoy interacting with them. You can make them fun, simple to look at, and even interactive. This makes it possible to drive more folk to find and watch them which is one technique of enlarging your target market traffic. It is important that you make them presentable too. One brilliant idea is using a Green screen LA. This is a video making strategy which allows you to mix two screens or frames together.

One of the qualities of Green screen LA is that it makes characters and images that it creates clear and simple to see. It is simply a breeze to see characters shown on this medium as opposed to a video made employing a web based program. As a consequence, you don't have to fret when making a business show to a large number of folk. This medium allows all kind of characters to be shown properly without any kind of interference.

One quality to watch out for when creating videos using Green Screen LA technology is named the afterglow effect. This is more common when scrolling up and down on the green screen, which tends to leave a glow, which is affecting the standard of characters on display. When selecting a green screen you need to make sure you don't encounter this issue as to make certain that your display is simply readable. A good idea to address the issue of afterglow is to ask someone informed in the field to counsel you a screen guaranteed to give you the least issues.

You should also look out for a Green screen LA that have high absorbance. A green screen with a quantity of high absorbance will make it a lot easier for you to work with. Since you will need to use a lot of lighting, an absorbent material allows the green screen to reduce the difficulty of glow effects, possibly making it tricky for you to display your photographs in the right way. The reason is that it has effects on how clear characters and pictures appear on the screen thus giving you poor output. Good quality green screens should give you very little reflectance at all. Make sure your screen has as little afterglow effect as possible. This guarantees you clear characters when making last shows.

One of the common uses of a Green screen LA is in television and film productions such as weather reports and films that need in depth, grand photographs. The green screen allows film makers to make illusions, battlegrounds, and fantastical creatures that would otherwise be very difficult to portray on the big screen. The type of work you want to use on your green screen also determines the quality of green screen you need to pick. In the case of a television display, the scale of the green screen also matters. The reason is that proximity and distance from the screen affects overall image display. As you combine the two frames to be employed in the display of images or characters it is vital to check out how even they are. This might affect lighting and cause some sort of reflection which results in poor images.

About the Author:

There are so many other websites offering various forms of advice on how to use green screen but a lot of them are not very detailed or concise. Before following these, make sure to check my own articles and reviews on Green Screen LA and Green Screen Studio LA, additionally, you can reach me at phillipguy@hotmail.com or 1-323-851-3825

Cisco Training In Your Own Home Compared

By Jason Kendall

If Cisco training is your aspiration, and you've not yet worked with routers or network switches, you should first attempt CCNA certification. This will provide you with knowledge and skills to work with routers. The internet is made up of hundreds of thousands of routers, and large commercial ventures with many locations also need routers to allow their networks to keep in touch.

The kind of jobs requiring this knowledge mean the chances are you'll work for national or international companies that are spread out geographically but need their computer networks to talk to each other. Or, you may move on to joining an internet service provider. Both types of jobs command good salaries.

It's advisable to do a bespoke training program that will take you through a specific training path ahead of starting your training in Cisco skills.

Proper support is incredibly important - ensure you track down something that provides 24x7 direct access, as anything less will not satisfy and will also impede your ability to learn.

Look for training where you can access help at all hours of the day and night (irrespective of whether it's the wee hours on Sunday morning!) Ensure you get 24x7 direct access to mentors and instructors, and not a message system as this will slow you down - parked in a queue of others waiting to be called back at a convenient time for them.

The very best programs opt for a web-based round-the-clock system utilising a variety of support centres over many time-zones. You will have an environment which switches seamlessly to the best choice of centres any time of the day or night: Support when it's needed.

Never make the mistake of compromise when it comes to your support. The majority of would-be IT professionals that can't get going properly, would have had a different experience if they'd got the right support package in the first place.

The market provides an excess of work available in IT. Picking the right one in this uncertainty is a mammoth decision.

Perusing a list of odd-sounding and meaningless job titles is no use whatsoever. The vast majority of us have no concept what our own family members do for a living - let alone understand the subtleties of any specific IT role.

Arriving at a well-informed resolution really only appears from a methodical analysis of several shifting key points:

* The type of personality you have and interests - which work-centred jobs you love or hate.

* Do you want to get certified due to a specific motive - for instance, is it your goal to work at home (maybe self-employment?)?

* Is salary further up on your list of priorities than anything else.

* Because there are so many different sectors to gain certifications for in the IT industry - you will have to gain a basic understanding of what separates them.

* Taking a cold, hard look at the level of commitment, time and effort you can give.

To be honest, it's obvious that the only real way to investigate these matters tends to be through a good talk with an advisor or professional who has years of experience in IT (as well as it's commercial requirements.)

A lot of students presume that the traditional school, college or university path is the way they should go. Why then are commercially accredited qualifications beginning to overtake it?

Corporate based study (to use industry-speak) is far more specialised and product-specific. Industry has realised that this level of specialised understanding is essential to meet the requirements of an increasingly more technical marketplace. Adobe, Microsoft, CISCO and CompTIA are the dominant players.

Essentially, only required knowledge is taught. It's not quite as straightforward as that, but principally the objective has to be to focus on the exact skills required (along with a certain amount of crucial background) - without trying to cram in every other area - in the way that academic establishments often do.

What if you were an employer - and you required somebody who had very specific skills. What is easier: Trawl through loads of academic qualifications from several applicants, trying to establish what they know and which vocational skills they've acquired, or choose particular accreditations that specifically match what you're looking for, and make your short-list from that. Your interviews are then about personal suitability - rather than on the depth of their technical knowledge.

Consider only training paths which will grow into commercially acknowledged exams. There are way too many trainers proposing minor 'in-house' certificates which aren't worth the paper they're printed on in the real world.

All the major commercial players like Microsoft, Cisco, Adobe or CompTIA all have nationally recognised proficiency programmes. Huge conglomerates such as these will make your CV stand-out.

About the Author:

Author: Scott Edwards. Visit HTML Classes or CLICK HERE.

Which Celebrity Has Made A Cosmic Order?

By Carole Stracken

A great deal of attention has recently been placed on Cosmic Ordering. Scores of individuals place their own cosmic order. However, the question is, does it work in reality?

Nearly everyone has heard of the secret and the law of attraction. However, you may like to know that cosmic order is more specific and permits you to have that which you desire.

If you could order anything up in your life, what would it be? Would you want the perfect mate, a large bank account or perfect youthful vigor and health? All of these are available just for the asking if you use the cosmic order system.

It really does seem to work, according to the multitudes of individuals the world over who swear by it as well as a large number of celebrity endorsements. Nevertheless, what really happens when you place your cosmic order? Moreover, why does it not work for everyone?

The process is quite simply yet many individuals fall short of having that which they desire. There are many reasons for this. One issue is holding on to any old belief system that there is not enough to go around.

There is abundance out there for everyone; however, some may never receive it no matter how hard they may try to do so. This happens because some believe it is short supply and they reason that the success of others depletes the amount available. They then become angry with or jealous of those who are able to draw from these universal resources.

This belief blocks them from ever receiving the rewards that seek so desperately. It tells their brain one more time that they dont have enough. The energy from the brain alerts the Universe and fulfils that prophecy.

Another reason that many are not successful deals with holding on to a belief that there is not enough for them to share in the success. They may get excited for others; however, they hold no such belief for their own success. For instance, you may overhear someone buying a lottery ticket say, I never win anything. This helps them not to become so disappointed, since they hold a belief that some higher power will fulfill their desire for success by acknowledging their own current lack.

This will never work, since you can make your cosmic order and determine your destiny by making a simple phrase to accompany the cosmic order.

Lastly, the desires of many are not achieved, because they hold no true belief for having what they desire. Their desire becomes blocked by this negative energy. It is their belief of their uniqueness and desire as well as their ability to obtain their desires that holds no universal value and then their experience of possibility when making a cosmic order is seized.

You must do some somber reprogramming, it you search your beliefs and find yourself lacking in this manner. Eliminate your old belief system and begin to acknowledge that you are special and essential as an individual. There is no one better than you are and you are no better than others are.

A divine right to happiness, wealth and health, belongs to all earthly creatures. However, you must release the past and believe that you do deserve your desires.

You can use cosmic ordering easily when you have the right tools. Scientific studies shows prove that the concept works. The commonsensical ideal behind the secret has eluded humans for centuries, however some of it has been revealed by quantum physics.

You can successfully draw your desires to yourself by using the cosmic order. However, you must stay positive to the possibilities. Helpful resources include self-hypnosis, meditation and making positive affirmations.

There have also recently been developments in sound technology which allow you to simply listen to special sound frequencies known as binaural tones and your brainwaves instantly change to the state required for you to communicate with the universe. The technology allows you to clear out the old faster so you see the results at a more rapid pace.

At one time, the cosmic order system was only for mystics or true believers of a religious sect, today it is for everyone that believes it is possible. Science unites with the wisdom of the ancients to help you accomplish whatever your heart desires.

About the Author:

Carole Stracken is one of the experts who writes for the popular http://www.cosmicorderinginfo.com website. You can find out how easy it really is to be a huge success with Cosmic Ordering when you visit this site. Change your life forever with a huge collection of Cosmic Order binaural beats, hypnosis and affirmations Audios.