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RULE 504 (b) (1)
(I) (SCOR Offerings)
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REGULATION A
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REGISTERED OFFERING ON FORM SB-1
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REGISTERED OFFERING ON FORM SB-2
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REGISTERED OFFERING ON FORM S-1
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Amount of Offering
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Up to $1 million,
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$5 million annually.
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$10 million in an continuous 12 months
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No limit.
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No limit.
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Type of issuer
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Non-reporting issuers except investment companies or "blank check companies."
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Non-reporting U.S. or Canadian issuers except investment companies or "blank check companies."
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Non-reporting "small business issuer" as defined by the SEC.
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Must be a "small business issuer."
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Any issuer.
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Type of Offering
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Issuer offering only.
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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.
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No limitations.
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No limitations.
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No limitations.
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Disclosure Required
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No federal requirements. NASAA U-7 adopted by most states. California has its own SCOR form.
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Offering statement with three models: Forms U-7, 1-A or SB-2.
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Form U-7 and Form 1-A accepted.
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SB-2 form
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S-1 basic registration form for most offerings.
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Financial Statements Required
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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.
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Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.
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Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.
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Federal. GAAP last FY balance sheet and 2 years audited profit and loss, plus unaudited interims. Requirements vary from state to state.
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Federal. Last 2 FY balance sheets and last 3 years audited profit and loss, plus unaudited interims.
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Test the Waters?
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No.
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Yes. Can solicit indication of interest before filing offering statement. Must file solicitations documents with SEC. May violate state law.
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No.
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No.
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No.
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Exchange Act Reporting Requirements
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None, unless required under Section 2 (g) ($5 million total assets and 500 shareholders.
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None, unless required under Section 2 (g) ($10 million total assets and 500 shareholders.
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Yes. Subject to simplified reporting under Reg. S-B.
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Yes. Subject to simplified reporting under Reg. S-B.
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Yes. All reports required under Section 13.
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