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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.

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

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There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

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

Long term care is used by both the elderly and those who are disabled in some way that prevents them from taking care of themselves. It’s not an eventuality people expect and ever so many don’t include it in their existing insurance policies. But knowing that you could relieve the burden on friends and family, wouldn’t you take that opportunity if you could?

Becoming dependent on others can happen suddenly or gradually. Many healthy people take for granted the simple ability to dress one’s self, to bathe alone, to go to the bathroom on their own. However, these are the sorts of things that one relies on long term care for, along with medical procedures and other forms of care.

Even in the best countries, the government is not prepared to handle the growing population of people who require long-term care. Even in areas of the world considered more progressive when it comes to health care, like Europe, the burden of caring for the elderly or disabled is shouldered by younger family members or dear friends.

Different medical programs in the United States cover long-term care in different ways. Medicaid requires eligibility, meaning that a person’s finances and other resources are taken into consideration before their long term care will be covered. Medicare itself does not cover what is called custodial care, nor does it cover care provided by non-medical skilled personnel. However, at least in this respect several Nordic countries are ahead of the U. S. By providing long-term care givers with some sort of financial recompense as well as pension plans where appropriate. Family and friends in these countries can expect compensation for their noble efforts in caring for others.

Of the twelve million Americans who are in the long term care system, five million are work-aged adults no longer able to care for themselves. Not everyone experiencing long-term care is elderly, though that is obviously the vast majority. Most people are caught unprepared by a worst case scenario, and long term care is the furthest thing from their minds. But while insuring your house, your car, your life, why not consider insurance to cover future long term care, should it become relevant?

Three things should be kept in mind when considering long term care insurance. One is that the sooner you start planning for it, the better. Older adults are healthy enough to pass any required medical exams, and yearly premiums will be lower than if they start planning later. A second thing to consider is that the annual premiums will not rise should a later health condition arise. They will be locked in. The third thing to keep in mind when considering this type of insurance is that there is an elimination period just before your policy starts to cover your long term care. For sixty to ninety days, depending on the policy, you will not be covered and someone will need to pay for the stay, which can be up to or more than $150 a day.

The number of elderly people is growing. This is natural, given how many different ways there are of prolonging someone’s life. However, the population of people in long term care is also growing. Consider planning for the future, for both the best possibilities and the worst. Putting the right amount of money into the right type of insurance will not bring about the worst case scenario any sooner, and it’s so much better to be safe than sorry.

Before you go out and buy a policy go to Long Term Care Insurance, ask questions and request a long term care insurance quote. We represent 20 of the top LTCi providers. This gives you tremendous options. For more information on how to increase website traffic visit Clickadvantage.

Discovering the ‘thumbscrews’ of investors is crucial to getting them to take action. In over a decade of dealing with global investors there are several elements that I’ve discovered to be universal truths about the mind of the private investor (angel investor, accredited investor).

When talking to an investor for the first time, it’s more important to listen than to speak. It’s more important to ask questions than answer them. It’s more important to discover their needs and wants than to exclaim your own. Your first conversation with an investor should be all about piercing the armor and finding the trigger points that prompt a reaction that gets to the center of their ‘childlike’ state.

What I mean by this is, investors, just like anyone else, has insecurities that are rooted in their childhood and what they are outwardly today, is typically a polar opposite of what they are on the inside. For example, an arrogant, chest beater seems proud and obnoxious on the outside but the reality is that they are over compensating for an insecurity that is rooted in an individual or collection of childhood incidents.

Maybe they were made fun of as a child, maybe they’re father was verbally abusive, maybe their teachers would single them out in class opening them up to playground mockery. When talking to these individuals it’s important to listen to their voice and intonation when the conversation topic changes. Take notes on their psychological adjustments to the conversation. After you feel you have discovered the triggers that induce the ‘pleasurable’ responses, end the call, and set your second phone appointment with them.

On that second call, you want to have your conversation ready to go using the triggers you found in the first conversation. Play off of those insecurities that you found, become their best friend without being chummy but it is your mission on this call to be the “guy that understand me” to the investor. You want the overall tone of this conversation to have the response from your target along the theme of, “wow, this guy gets me” , “I can see investing in this company”.

By using this method and not coming across as ‘fake’, you have become an investment opportunity and a shrink all rolled into one. You want to be the one person that this investor can lower his guard to because everything he says, you seem to be the one person who understands him at his deepest level. You seem to naturally be tuned into his insecurities, emotions, needs and wants. Sound strange? Try this out on the next investor you talk to, I guaranty you will be shocked with the results.

For Corporate Consulting or Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

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Real estate is often coined as a low risk investments that can often yield excellent returns. Many people think that real estate is easy. That you don’t need to do anything. However, the real estate business often will need you to put in some effort as you would with any viable business venture. The most important thing is to be able to uncover the properties for sale that will yield the best profits. So how do you go looking for teh best properties that are for sale?

Generally, many people start searching for properties on the internet. And why not, teh web is most definitely the hub of all information. So, you could find real estate for sale using the Google or Yahoo or you could specify your needs in search criteria on real estate web sites. You can even view images and often videos of the properties reducing the need for visits. So, this is surely a great option for finding real estate for sale.

Not everyone is tech-savvy and many people still take the approach of taking an ad in the local newspapers. You can find real estate for sale in your local newspapers. There are some newspapers that are dedicated solely to real estate. You could put up a wanted ad in some newspapers. Looking up real estate for sale in old newspapers (like 1-2 months old) can help you get a good deal this method can help find property owners that have not been able to sell their property and have become more motivated to sell it).

MLS i.e. multiple listing service is termed as the best way to look for properties. These are produced by the real estate boards. If you can lay your hands on a MLS book as soon as it is out, you can really expect to get good deals. Many boards now have the entire inventory on the internet. The key is to act fast. Open houses are another good way of finding properties. You can see dozens of properties in a very short period of time. And you never know when you might come across a great deal.

Investor groups are another great source of real estate information.

How can we forget the Realtors? Realtors are one the most popular and most effective information source for real estate. Not only do Realtors provide information about ‘real estate for sale’ but they can assist in getting the deal finalized and closed. You can also get very good deals through public auctions, bank foreclosures, FHA and VA foreclosures and distress sales.

While Selling a property check the website for some good advice and articles about Belleville Real Estate