NOTICE TO ALL FILERS FOR EXEMPTIONS UNDER SEC REGULATION D, RULE 505 AND 506, OFFERINGS! (see Special Notice dated 2/17/10)

 Depending on the nature of your security or transaction, you may not need to register an offering in Nevada. There are some 38 exemptions that fit under two broad categories:

1. Securities Exemptions - which focus on the nature of the security being of such a quality as not warranting registration for protection of the public, i.e., certain securities issued by federal, state or local governments, depository institutions (banks), securities listed on the New York and American Stock Exchanges, etc. (See NRS 90.520.)
2. Transaction Exemptions - which focus on the nature of the transaction as being one that is inappropriate or unnecessary for registration to protect the public, i.e., securities that are published in certain nationally recognized securities manuals, securities issued in connection with certain mergers or reorganizations, etc. (See NRS 90.530.)

Perhaps one of the most important transactional exemptions to a small business is the "limited offering exemption" which allows the sale of securities to 25 or fewer purchasers in the state without registration. However, certain conditions apply, i.e., there can be no general advertising or solicitation and commissions are limited to licensed broker-dealers. This exemption is generally used where the prospective investor is already known and has a pre-existing relationship with the company. (See NRS 90.530.11.)

There are also additional exemptions that have been adopted by the Administrator of the Securities Division from time to time, i.e., certain exemptions that also qualify for federal exemptions under SEC Regulation D, Rule 505 and 506. (For filing fees - See Special Notice dated 2/17/10).  You should note that the Rule 504 exemption at the federal level is not exempt from registration in Nevada.

The overriding theme of all exemptions is that acceptable means exist for investors to have ready access to vital information in making their investment decisions without the necessity of registration.

Before you attempt to rely on any exemption, you should be absolutely certain that you qualify because there are some very gray areas. It is always recommended that you get sound legal advice before proceeding with an offering because there can be significant fines and penalties for not properly registering when required to do so. Furthermore, some exemptions require that you file a notice and fee in order to claim the exemption.

Whether you register or qualify for an exemption, the company is never excused from providing full and fair disclosure to investors. Put yourself in the shoes of an investor. If you were investing your hard-earned savings in a company like yours, what would you want to know?