REGULATION D

Rules governing the limited offer and sale of securities without registration under the Securities Act of 1933.

For information regarding Regulation D see…
http://www.sec.gov/about/forms/regd.pdf (PDF)

For Regulation D “Notice of Sales” Federal filings see Form D…
http://www.sec.gov/about/forms/formd.pdf

For State Securities Regulations and Regulation D “Notice of Sales” State filings addresses for Form D see…
http://www.nasaa.org/QuickLinks/ContactYourRegulator.cfm

For Reg. D Public Offerings see…
http://www.sec.gov/info/smallbus/qasbsec.htm#eod4

SEC Adopts Amendments to Reg D, Rule 504
Additional information: http://www.sec.gov/rules/final/33-7644.txt

Securities and Exchange Commission recently adopted amendments to Rule 504 of Regulation D, which became effective on April 7, 1999 [Release No. 33-7644; S77-14-98].

While these changes do not directly affect a company listing on ACE-Net under the Model Accredited Investor Exemption or similar state exemptions, or a company listing under SEC Regulation A, the information on the amended Rule 504 is essential for entrepreneurs that plan to list a fully registered securities offering on ACE-Net under the Small Corporate Offering Registration (SCOR).

Rule 504 is one of the federal securities regulations that ACE-Net is designed to work with. The Rule provides an exemption from the requirement to register securities offerings at the federal level with the SEC if the aggregate amount to be raised does not exceed $1 million in a 12-month period.

The SEC recently amended the Rule to address fraudulent practices that were detected in the secondary markets for some securities initially issued under Rule 504. The SEC found that these offerings generally involved the securities of “microcap” companies, which are characterized by this capitalization, low share prices, limited public information, and little or no analyst coverage. To curb these potential abuses while preserving t he ability of legitimate small businesses to raise capital, the amended Rule 504 requires that securities issued under the exemption be restricted, and general solicitation and advertising be prohibited, unless (1) the transactions are registered under a state law requiring public filing and delivery of a disclosure document before sales; or (2) the securities are issued under a state law exemption that limits sales only to “accredited investors.”