2008 Deal of the Year

2007 Deal of the Year


2006 Deal of the Year

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COMPARISON TABLE OF PUBLIC OFFERINGS FOR SMALL BUSINESS

 

RULE 504 (b) (1)
(I) (SCOR Offerings)

REGULATION A

REGISTERED OFFERING ON FORM SB-1

REGISTERED OFFERING ON FORM SB-2

REGISTERED OFFERING ON FORM S-1

Amount of Offering

Up to $1 million,

$5 million annually.

$10 million in an continuous 12 months

No limit.

No limit.

Type of issuer

Non-reporting issuers except investment companies or "blank check companies."

Non-reporting U.S. or Canadian issuers except investment companies or "blank check companies."

Non-reporting "small business issuer" as defined by the SEC.

Must be a "small business issuer."

Any issuer.

Type of Offering

Issuer offering only.

Issuer offering and shelf (block of stocks offered in specified stages to avoid drastic changes in the stock price) and secondary offerings up to $1.5 million.

No limitations.

No limitations.

No limitations.

Disclosure Required

No federal requirements. NASAA U-7 adopted by most states. California has its own SCOR form.

Offering statement with three models: Forms U-7, 1-A or SB-2.

Form U-7 and Form 1-A accepted.

SB-2 form

S-1 basic registration form for most offerings.

Financial Statements Required

No federal requirements. NASAA U-7 requires GAAP last FY balance sheet and 2 years profit and loss unaudited. Requirements vary from state to state.

Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.

Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.

Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.

Federal. Last 2 FY balance sheets and last 3 years audited profit and loss, plus unaudited interims.

Test the Waters?

No.

Yes. Can solicit indication of interest before filing offering statement. Must file solicitations documents with SEC. May violate state law.

No.

No.

No.

Exchange Act Reporting Requirements

None, unless required under Section 2 (g) ($5 million total assets and 500 shareholders.

None, unless required under Section 2 (g) ($10 million total assets and 500 shareholders.

Yes. Subject to simplified reporting under Reg. S-B.

Yes. Subject to simplified reporting under Reg. S-B.

Yes. All reports required under Section 13.

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