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.

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Front Section — An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company’s phone number and get a vague sense of the future offering price.

Cover/Inside Cover — The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.

Prospectus Summary — Here you will find a brief synopsis of the company’s business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.

Risk Factors — After you have read a few prospectuses, you will become familiar with the “usual suspects” in this section, including “Possible Volatility of Stock,” “Limited History of operations,” “Dilution,” and “Dependence on Key Personnel.” Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company’s management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.

Taking your company public should be an exciting and revitalizing time. Don’t take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you’ll need for success!

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You will need to comprehend that if someone suffers from certain medical conditions they will need very specialised care of which will make some health care choices undesirable. They could include Alzheimer’s or other styles of dementia, care after a massive stroke or heart attack, or even something similar to arthritis, where mobility might possibly be profoundly affected.

Do you feel that you are in good health but need assistance with daily chores and tasks? If you’re still mentally aware, have good balance and mobility, and are not in an altered mental state, you might be able to remain in your home and simply hire a nurse to come in. This can be great for some health conditions such as diabetes, where some specialised foot care may be needed but overall health is still fairly good.

There are also retirement homes, which may also be called assisted living facilities. These are fantastic if your health is good but you no longer want to live in your home or you want more companionship. One of the biggest problems that many elderly people can face is the feeling of isolation and the depression it can bring. Facilities where you still have your own living quarters but are around other people and can take part in activities may be what you need. Many retirement residences are now installing an alarm system into their residents’ rooms so that if there is a medical emergency, staff can be alerted with the press of a button.

Nursing care facilities may be the next step that you will consider. Normally, a person is admitted into a nursing home when they have significant physical or mental impairments that make any level of self-care impossible. They usually have less segregated living arrangements and activities which are less varied or active. People who are suffering from altered mental states due to disease or the after effects of a stroke may require a room in a nursing facility.

Once aging has reached a very advanced stage, you may need to use palliative care to provide you with personal care until you pass on. This can be a hard decision to make especially since it is normally being made on behalf of a loved one, instead of by the loved one themselves.

By asking them questions and making sure that the facility you finally choose meets the wants and lifestyle of your loved one, you can find the best aging care available. New facilities are being built constantly and as technological and medical advances continue your immediate future has never looked better.

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When initiating the process of raising capital one should take into consideration the use of a combination of funding options such as but not limited to: traditional venture capital, bank institutional, institutional equity investment, hedge fund lenders, private money lending, angel equity and loan investment, a private placement memorandum as the mechanism for raising capital distributed in shares, international equity based funding, the reality of taking your small business public on the OTCBB and many other concepts of capital raising that can be placed into a simultaneous strategy.

It’s a common mistake among entrepreneurs and executives to place all of their attention and time into one singular aspect of the above funding concepts. Instead, you should pick a multi pronged approach and go after multiple genres of financing for your business. Some avenues will yield success, some will not but you are more likely to achieve incremental funding successes as oppose to one gargantuan, be all and end all finance victory.

To achieve funding you’ll need to be able to contact multiple finance sources to start the ball rolling. Find online membership database sites that are owned and operated by professionals in the venture capital industry.

There is a big difference between a generalized database of possible lenders and a strategic database of success driven finance solutions. Find the most cutting edge, full range database on the web and join them.

Do You Need Financing For Your Business? Do You Need Angel Investors, Private Investors or Venture Capital, then visit Angel Funding Project’s site and find the best Business Funding Sources In The Industry.

Approval decisions that were once made by a group are not being made by an individual or duo with an eye toward optimal capitalization with both short term and long term agendas. As investors are, now more than ever, trying to get as much bang out of their buck, entrepreneurs are in the precarious position of accepting funding from virtually any and every enterprise that is making an offering. That said, it is more important now than ever to swing open your mind to the possibilities of mass exposure of your opportunity to the investment world.

The best way to do this is to simply put your business in constant and automated ‘introduction’ mode so that you can be found by the moneymen. The best way to do this is to heavily investigate the venture capital industry for executives who have created offshoot programs that have deviated their process from the traditional path of simply approving or declining a transaction.

There are many VC professionals who want to capitalize off of the projects that their firm cannot accept due to underwriting criteria and industrial genre specialization so they are starting these small but well managed financial source databases where members can place their transaction directly in front of thousands upon thousands of angel investors, private investors, hard money lenders, venture capital firms, private equity firms and other alternative finance solutions.

These websites are now the hottest thing in the capital markets and will continue to grow because of the high success rate of individual executives and entrepreneurs who are able to find multiple streams of financing options with the click of a button.

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In order to watch the live games you must first download one of the free P2P programs that are widely available. Currently there is around eight of these p2p programs available on the net but as with any software i’m sure more will appear in the future.

After downloading a P2P program, just like other software, you need to install it. There are channel lists to choose from. Just some clicks to choose which one you want to watch and there it launches.

The channels actually originate from people sharing their TV signal, so if you had a TV card installed on your computer you could also share your channels with everyone else. Most of the streaming football or other major sports will have volunteers who will agree to share their TV stations for each and every live match.

Sharing signals also has other big benefits: each can get better signal quality. The more people who watch the same channels, the stronger the signals will be and thus everyone gets the advantage of watching their favorite matches without disturbance.

For some recommendations, you can try the Sopcast and TVU P2p program. Both cover wide options of channels and they are spy ware and popup free. For example, you can enjoy popular sport channels such as Star Sports, Sport Channel (from 1 to 4), ESPN, Guangdong Sports, and etc.

Sopcast itself has been downloaded by more than 2 million sport fans. It is contagious because that means hundreds of thousands others can also watch from the shared signals. PPlive was actually once the most popular P2P program instead of Sopcast and TVU, but is now only broadcasted in China.

Installing P2P program onto the computer enables you to watch every important favorite match from all around the globe. Any popular sport’ live matches can be found here: cricket, hockey, tennis, boxing, football, etc. Football maybe still gets the biggest audiences of all. If you are one of the football fans, the popular football leagues’ matches are now in your hand, so as other sports.

So the arguments for becoming a fan of football over the internet are quite sufficent, its free, easy to use, instant and extremely convenient. All you need is a computer, online access and of the course the passion to watch live football on your PC.

Lawrence Fader invites you to Watch Live Footy Online and enjoy the freedom that your computer and internet can provide you. Don’t get stuck paying those expensive satellite or cable company prices. Watch Live Footy Online for dirt cheap, now!!

First and most crucial Personal computer crime of which many are aware of is hacking. In the present times, the cases of hacking are on a rise as never before. To highlight in laymen’s terms, hacking is a procedure which enables easy and boundless access to any PC system. Hackers can simply move past the security aspect of the computer systems and that too without any authorization in an unauthorized manner.

Hacking supplies access to the hackers to any information that could be stored in the PC system. This will often lead to a leaking of the secret data. In addition the hacker can misuse the information and the IP of the system by making transactions which might be criminal in nature. A hacker can hack any computer system that he/ she may like. It has been observed that hackers generally prefer to hack the PC systems of the security agencies, banks, reputed educational institutes and masses more.

When you talk about PC crimes it is hard to miss upon crime which goes by the name of phishing. As the term goes, this crime obviously denotes a procedure which aims at fishing out people that may carry on the work of malpractices. In this crime, people sometimes forward fake and fake mails to a couple of users. These mails are so formulated that it’s difficult to trace its sham nature.

These emails then direct the user to one or two fraud internet sites. These sites look just as real and do not leave any scope for doubt. Here in, the user is supposed to provide his confidential information such as first name, last name, address, contact number and even credit card details. These details are then misused to perform diverse criminal transactions.

Cyber stalking is another cyber crime that is rising. This is like stalking a person in real world. Here in, web is used as the channel of communication by The stalker may send threats using mails or may spread false information using the web. Usually it is women who are the most common victims of cyber stalking.

Cyber law enforcement authorities are also worried because of increasing crimes of identity theft. Here the criminal fakes the identity of an individual and then causes him financial or other sort of harm, often pinching from his Mastercard or account. Many countries have regarded identity Theft as the most far-ranging cyber crime.

Celebs are the most typical victim of identity theft. There are a number of cases where impostors have was faking themselves as celebrities and have run blogs and various social networking accounts, damaging the reputation of the celebrity.

Increase in cyber crimes has lead directly to enactment of cruel cyber laws for the protection of the innocent.

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There are several ways to save money in reverse logistics. The first rule is to never assume that you won’t need to handle returns. If you sell any kind of physical product, there will always be at least one instance of where the product was either defective, or the consumer was not happy with the product. As such, every business should have a plan of attack for handling returns in reverse logistics operations.

When you can consolidate something, it becomes easily managed. This holds true for reverse logistics as well. Knowing your bounds in returning items to the manufacturer is key at this stage, as you can try to consolidate returns in one single shipment. Otherwise you will find yourself paying invoices for several different shipments, and losing money in the process.

Even major businesses such as Apple and Microsoft work in the business of refurbished products. Refurbished products are simply products that are defective, but have been fixed and resold or returned to the consumer. Refurbished products can be a pain, since you must pay for the freight and labor necessary to fix the product before getting it back to the original consumer.

Analyzing your operation is a constant task. You should never stop asking yourself what you could be doing to improve the operations of your reverse logistics. Always be looking for new ways to save money when accepting returns, refurbishing items, and getting better deals from the manufacturer who supplies the products. Spare parts and such should be bought in bulk to save more money on fixing costs.

A broker or third party logistics service will be able to further help you consolidate your efforts, save time, and ultimately save money in the process. A third party logistics service already has experience building a business and maximizing efficiency. Even if you are already doing well, a reverse logistics service could save time by allowing you to outsource the entire operation. You may even find they charge less of a price than the costs you incurred.

In Conclusion

Don’t forget that business is a long process, of which takes much analyzing and knowledge to master. Over the months and years you will eventually arrive at a better business model, or you can skip the waiting game and ask for help from a logistics company near you.

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During cold nights, sleeping in a tent for a few nights can be a rigorous task with the risks of frostbite or hypothermia to contend with.

If you think the cold temperatures when you go snowmobiling during the day is uncomfortable, you better believe that the night hours are worse without the warm sun beaming down on you.

There are some precautions and measures that adventurous lovers of the outdoors can take to protect themselves during winter camping to fully enjoy their experience, though.

As exciting and exhilarating a winter camping experience may seem, don’t underestimate the importance of planning the adventure.

Number one in your planning agenda should be to scope out the region you plan to visit and get a good idea of how the winter weather is like in the area so you can properly prepare yourself.

Knowing the average amount of snow, routes that you plan to take, and the experience of the group that you are going to travel with are important factors in planning your winter camping trip.

If you plan to camp overnight in a winter camping excursion, you need to be able to make the necessary preparations for your entire group including any small children with minimal experience that may make the trip with you.

Camping overnight in the cold winter seasons can and will cause your body to lose a lot of it’s self-generated body-heat. This can pose as a very dangerous situation if you don’t take the necessary steps from the very beginning.

Thermal clothing is an absolute must when you are sleeping outdoors in such frigid temperatures. They’re not just for snowmobiling during the day.

You may also want to use the layering method which is exactly as it sounds. Wear several layers of clothing to better insulate your body.

Layering also makes it easier to remove clothing if the body begins to overheat. A body that is sweating will likely dehydrate and lose heat much quicker than a body that is dry.

As with all camping trips, make sure to bring a good supply of food for everybody in the group. Don’t just stock up on junk food and snacks; foods that provide good nourishment is ideal and necessary.

You need to eat to stay nourished during the day so bring rather appealing foods as well as nutritional since appetites tend to die down when we are cold.

Oatmeal, granola, cheese, and other dry foods which are rich in vitamins and minerals is a must for winter camper.

Camping and snowmobiling can lead to a great time for all groups but it will take some careful packing and planning. Do so and you can enjoy it many times over.

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Your trip to Malaysia is half finished without a trip to Wayang Kulit. The place gives you a real understanding of the culture of Malaysia. Here, you can enjoy puppet theatre and other distinct art forms. You might also catch a glance of standard Malaysian music and dance here.

Begin to know more about Rafflesia. For people that are not aware of what Rafflesia is, get your facts updated as it’s the biggest flower of the planet. If you need to catch a glance of this flower in person, head to Malaysia as it the only place in the world where it is available. Even if you’re not too fond of flowers and similar flora, you are definitely going to enjoy the rare and the exotic plant species this place is feted for.

Malaysia is one of the best places to head to if you want to be closer to nature. There are numerous wildlife reserves and natural parks in Malaysia that give you chance to enjoy wildlife at the nearest. Malaysia boasts of a diversified wildlife. Even endangered species like rhinoceroses, elephants, tapirs and bears can be discovered aplenty in Malaysia.

People who are particularly avid on mountaineering would also find that the country dazzles them. Make sure that you visit Mount Kinabalu in Borneo. This is the tallest top of the entire country. The peak is widely known for its dramatic view where you can relax with family and experience the climate and enjoy the climate and nature.

Sultan Ahmad Shah Mosque is another place you may visit in Malaysia. The structure is famous in the country for its outstanding design and extremely fine carvings and so on. Malaysians regard it a symbol of their architectural ability as it brings out a good mixture of both classic and modern ages of the country.

Longhouses in Sarwak are another thing to look out for. These are not common houses and are built over the rivers. These houses not just put you in a pretty spot but also leave you amazed about the resourceful designs.

A visit to Malaysia wouldn’t be complete unless you have a look at the twin sky scrapers of the country – the Petronas towers. Not way back, these towers were viewed as the tallest man made structure in the world, a real mark of Malay culture and civilization. The towers offer a superb view of the near by areas.

Make sure you do all of the above mentioned things and you may worth your trip to Malaysia forever.

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