Services

SB-2:
To Raise Capital in Any Amount: If your company is a "small business issuer," it may
register an unlimited dollar amount of securities using Form SB-2, and may use this
form again and again so long as it satisfies the "small business issuer" definition..

Reg. A:
Provision under the 1933 US Securities act for exempting some private companies
under certain conditions from the filing requirements of the Act. If the Private Company
meets the requirements, they are allowed to attempt to raise up to $5 million dollars
without filing Form S-1 with the SEC.

15c211 Applications:
The basic idea behind designing Rule 15c211 was to provide fully reporting public
companies an easy way to have their securities quoted on the National Association of
Securities Dealers' Over-the-Counter Bulletin Board (NASD OTC/BB). A company
intending to obtain a quotation for its securities has only to file in some simple
disclosures through form 15c211, commonly known as form 211, with NASD, and once
approved, it will be able to trade its stock on the OTC/BB.

15c211 Information Statements:

Blue Sky State Registrations:
A blue sky law is a state law in the United States that regulates the offering and sale of
securities to protect the public from fraud. Though the specific provisions of these laws
vary between states, they all require the registration of all securities offerings and sales,
as well as of stock brokers and brokerage firms. Each state's blue sky law is
administered by its appropriate regulatory agency, and most also provide private
causes of action for private investors who have been injured by securities fraud.

Foreign Exchange Listings:

Accessing capital in view of all the applicable rules and regulations constraining what
you can and can't do is tough enough, but where are the investors? There is no easy
answer, and a business plan alone isn't nearly enough to inspire someone to write you
a check - it is more like a calling card to catch the fascination of the reader to motivate
them to go further in their due diligence to see what you are up to and what they will get
out of risking their money.

All fund raising is subject to securities laws and regulations in some fashion or another,
even loans from relatives, actually; and most activities that you would undertake are
fortunately covered by one exemption from required registration or another. But the
activity that is not exempt is general solicitation of the public without registering the
offering. Private placements to accredited (qualified) investors are generally exempt if
properly handled, but you can't go "fishing" for such investors with a "general
solicitation".

At our firm, Securities Compliance Control, we encounter this dilemma repeatedly with
our clients, and provide them with introductions to capital sources and guidance
through the jungle to accomplish their goals.

Business Plans:

Private Placement Memorandum:
A document that outlines the terms of securities to be offered in a private placement.
Resembles a business plan in content and structure. A formal description of an
investment opportunity written to comply with various federal securities regulations.

Regulation D 504 offering:
Rule 504 of Regulation D provides an exemption from the registration requirements of
the federal securities laws for some companies when they offer and sell up to
$1,000,000 of their securities in any 12-month period.

Regulation D 506 Private Placement:
Rule 506 of Regulation D is considered a "safe harbor" for the private offering
exemption of Section 4(2) of the Securities Act. Companies using the Rule 506
exemption can raise an unlimited amount of money.