Going Public by Way of Regulation D (504) Offering

Under the Securities Act of 1933, any offer to sell securities 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 securities without having to register the securities with the SEC.

Rule 504 or Regulation D provides an exemption from the registration of the federal securities laws for some companies when they offer and sell up to $1,000,000.00 of their securities 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 Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive restricted securities, meaning that they may not sell the securities without registration or an applicable exemption.

Rule 504 does allow companies to make a public offering of freely tradable securities 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 securities 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 with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase of the securities 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 securities 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 securities 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.

Joseph D. Quinones, President of Genesis Corporate Advisors has spent over 25 years in the securities 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 generate millions in revenues.

For other option please visit our website: www.genesiscorporateadvisors.com

Email: josephquinones@genesiscorporateadvisors.com

In The News:

pen paper and inkwell

cat break through

Shocking Experienced Copywriter Reveals Little-known Secrets To Closing BIG Ticket Deals!

Hogwash!That's what I say to people who tell me that... Read More

Business Relationships Defined

What makes a business relationship?What really makes a business relationship?... Read More

Consistency Builds Trust

You know your prospects need what you sell. You know... Read More

Small Business Operators - 7 Reasons You Should Change Your Accountant

A recent survey showed that only 28.7% of small business... Read More

Boat Cleaning Business Case Study: Entrepreneurship 101

How do marine type businesses start? Have you ever thought... Read More

Speed Kills on the Web!

I only have to point to the 555 plus failed... Read More

The Key To Success - Choose The Right Partners

Do you promote yourself as offering prompt, reliable and quality... Read More

Starting a Small Business? ?Tips from a Veteran

Congratulations, you are starting a small business! You are taking... Read More

Business Reviews that Work

What is the satisfaction & expectation review of the business... Read More

Survival Tips For Small Businesses

You may be in Mail Order, Direct Mail, or you... Read More

Technology Community Helps SMBs Focus on Their Core Business

If you're starting your own business or currently work for... Read More

Environmental Boat Washing and Detailing

Some marine biologists feel that the concentration of dead marine... Read More

Five Facts and One Motivating Factor Behind a Successful Home Business

All legitimate home business entrepreneurs insist and announce loud and... Read More

Franchising Industry Burdened in Over Regulation

There were only an estimated 1800 active franchisors in this... Read More

Increase Productivity and Business Success - Take Responsibility

Are you responsible for your results?What comes to mind when... Read More

How to Profit Handsomely From a Secret Business Model Virtually No Small Business is Using!

Have you been searching for the perfect home-based business? I... Read More

Chamber Membership will BOOST your Business

When is the Chamber ideal for your business?Joining a Chamber... Read More

Small Business Newsletter Dilemma: Which Day Do I Send?

If you're just ramping up your small business email newsletter,... Read More

Work is a Four Letter Word

I love work, I can watch it all day.I am... Read More

How To Cut Expenses And Manage Your Business

If you own a small business, you should know that... Read More

QSR Quick Service - Fast Food Restaurants Labor Situation in United States

One of the major complaints in the QSR Quick Service-Fast... Read More

Growing Your Small Business Through Alliances and Joint Ventures

-- Beyond Cold Calling, "Warm" Calling and Sending E-mails --Many... Read More

How the Crab Effect Obstructs Growth and How to Conquer It

Some of the greatest words of wisdom for any man... Read More

Sample; Territory Reduction Policy for a Franchise Company

I propose this thought on the subject of Franchisee territory... Read More

How to Give FREE Advice and Make Money

When is advice free and when should you charge for... Read More

Do You Need Accounting Software for Your Small Business?

If you're anything like me then you dislike with a... Read More

11 MONSTROUS Small Business Marketing Mistakes and How To Avoid Them

Increase your profit potential by identifying ? and avoiding ?... Read More

Conquering Confidence Killers for Small Business Success

"The way to develop self-confidence is to do the thing... Read More

Build Credibility with Expertise

As an Investment Representative you've worked hard to build trust... Read More

Launching your Business with a Chamber of Commerce

Why are Chambers a good launching pad?Chambers provide you with... Read More

Q and A: Personalized Birthday Cards from Paul Leonard

Paul Leonard's BirthdayCards2Go.com paid greeting card service offers convenience when... Read More

Provide Affordable Health Care To Employees At Little To No Cost To You

You can provide affordable health care plans to your employees.... Read More

How to Wash Mobile Homes as a Business

Washing manufactured homes, mobile homes, can be a lucrative and... Read More