Going Public By Way Of Regulation D (504) Offering
By Joseph Quinones
Under the Act of 1933, any offer to sell must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their without having to register the with the SEC.

Rule 504 or Regulation D provides an exemption from the registration of the federal laws for some companies when they offer and sell up to $1,000,000.00 of their in any 12 month period.

A company can use this exemption so long as it is not a Blank Check company and does not have to file reports under the Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their to the public, and purchasers receive restricted securities, meaning that they may not sell the without registration or an applicable exemption.

Rule 504 does allow companies to make a public offering of freely tradable but only if one of the following circumstances is met:

(1) The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors

(2) A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements) or

(3) The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors.

An accredited investor is defined by federal law as:

. a bank, insurance company, registered investment company, business development company, or small business investment company

. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million

. a charitable organization, corporation, or partnership with assets exceeding $5 million

. a director, executive officer, or general partner of the company selling the securities

. a business in which all the equity owners are accredited investors

. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase

. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year or

. Any trust

Refinance As Low As 5.48% - Sponsored Link
Ad - www.HomeLoanTrust.com Nov 19 2008 2:17AM GMT
Shuffle Master VP under investigation by SEC
Rolling Good Times Nov 19 2008 2:17AM GMT
Russia's MICEX, RTS suspend stock trading as prices plummet
PRIME-TASS Nov 19 2008 2:11AM GMT
Russia's RTS suspends stock trading until Tue amid sell-off
PRIME-TASS Nov 19 2008 2:10AM GMT
SEC accuses former BMO trader of inflating bank's trading portfolio
Sun FM Nov 19 2008 2:06AM GMT
SEC accuses former BMO trader of inflating ba...
Canadian Business Magazine Nov 19 2008 2:06AM GMT
Investment firm pressures TomoTherapy about stock price
TradingMarkets Nov 19 2008 1:58AM GMT
Instinet Strengthens Asia-Pacific Business With New Management Structure, Key Hires
Mondo Visione Nov 19 2008 1:13AM GMT
SEC Charges Banker And Brokerage Executives With Multi-Million Dollar Financial Fraud - Trader At Bank Of Montreal Colluded With Brokerage Firm To Overvalue Bank's Portfolio By Hundreds Of Millions Of Dollars
Mondo Visione Nov 19 2008 1:06AM GMT
BPS & Nomura to Lead GRC Workshop at GARP Asia Pacific Convention
Globe Investor Nov 19 2008 1:03AM GMT
BPS & Nomura to Lead GRC Workshop at GARP Asia Pacific Convention
Street Insider Nov 19 2008 12:45AM GMT
Instinet Strengthens Asia-Pacific Business with New Management Structure, Key Hires
Street Insider Nov 19 2008 12:44AM GMT
BPS & Nomura to Lead GRC Workshop at GARP Asia Pacific Convention
MarketWatch Nov 19 2008 12:38AM GMT
Soros-Funded Idea Factory Becomes Obama Policy Front
BKInformation.com Nov 19 2008 12:20AM GMT
Thomas Properties wants the rest of its loan from Lehman for Austin deal
BKInformation.com Nov 19 2008 12:16AM GMT
KfW posts 1.8-billion loss related to IKB, Lehman
BKInformation.com Nov 19 2008 12:16AM GMT
Instinet Strengthens Asia-Pacific Business with New Management Structure, Key Hires
MarketWatch Nov 19 2008 12:08AM GMT
Fitch Takes Various Actions on 1 Bear Stearns Resecuritization Transaction
SmartBrief Nov 19 2008 12:07AM GMT
IMF package fails to stimulate stock trading
DAWN Group Nov 18 2008 11:55PM GMT
SEC accuses former BMO trader of inflating bank's trading portfolio
Canadian Business Magazine Nov 18 2008 11:51PM GMT
SEC charges former Bank of Montreal trader, ex-Optionable CEO
SNL Securities Nov 18 2008 11:42PM GMT
Fired Morgan Stanley Manager Sues For Age Bias
Law360 Nov 18 2008 11:42PM GMT
REFILE-BRIEF-TD Ameritrade reports October metrics
CNBC Nov 18 2008 11:41PM GMT
BP, Soros Fund invest in ethanol-making microbe
CNET News.com Nov 18 2008 10:46PM GMT
REFILE-BRIEF-TD Ameritrade reports October metrics
Interactive Investor International Nov 18 2008 10:35PM GMT
Bogle Views Paulson as Another Investment Banker
New York Times Nov 18 2008 10:34PM GMT
Discovery Labs to Present At the Lazard Healthcare Conference
Interest!ALERT Nov 18 2008 10:33PM GMT
Morgan Stanley's Banking Chief Crossing the Line
Bank Technology News Nov 18 2008 10:20PM GMT
Schwab Re-Org Combines RIAs With Retirement Biz
Registered Rep Nov 18 2008 10:13PM GMT
DemandTec to Present at the Credit Suisse 2008 Annual Technology Conference
SmartBrief Nov 18 2008 10:08PM GMT
US Sen Collins Pushes For CDS, Investment Bank Regulation
Morningstar.com Nov 18 2008 10:06PM GMT

with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the offered, whose purchase of the is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.

. even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the anti fraud provisions of the laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.

Any information provided to an investor whether written or oral must be accurate in order not to violate the anti fraud provision,All offerings are subject to this provision.

This process provide a far less expensive way to take your company public than the traditional IPO, and it also provide a much faster track to having your company’s shares listed and trading.

The Regulation D (504) offering is one method of going public we recommend to our clients, we normally conduct a review of the company to see if going public is a viable option for them.

For additional information please visit: http://www.genesiscorporateadvisors.com

Joseph Quinones, President of Genesis Corporate Advisors has spent over 25 years in the industry. In 1992 he founded JDQ Financial Group, Inc. and proceeded to build it up from a one Man operation to the point where it employed many traders, advised numerous client, and generated millions in revenues. www.genesiscorporateadvisors.com