Struthers Inc.,

[NetShoe]

A 505 Offering - found at http://www.sec.gov/consumer/keyword/trule505.html

Rule 505 of Regulation D allows some companies offering their
securities to have those securities exempted from the registration
requirements of the federal securities laws. To qualify for this
exemption, a company:

Can only offer and sell up to $5 million of its securities in any
12-month period;

May sell to an unlimited number of "accredited investors"
and up to 35 other persons who do not need to satisfy the
sophistication or wealth standards associated with other
exemptions;

Must inform purchasers that they receive "restricted"
securities, meaning that the securities cannot be sold for at
least a year without registering them; and

Cannot use general solicitation or advertising to sell the
securities.

Rule 505 allows companies to decide what information to give to
accredited investors, so long as it does not violate the antifraud
prohibitions of the federal securities laws. But companies must give
non-accredited investors disclosure documents that generally are the
same as those used in registered offerings. If a company provides
information to accredited investors, it must make this information
available to non-accredited investors as well. The company must
also be available to answer questions by prospective purchasers.


An Accredited Investor is ----
The federal securities laws define the term accredited investor in
Rule 501 of Regulation D as:

1.a bank, insurance company, registered investment company,
business development company, or small business investment
company;

2.an employee benefit plan, within the meaning of the Employee
Retirement Income Security Act, if a bank, insurance
company, or registered investment adviser makes the
investment decisions, or if the plan has total assets in excess of
$5 million;

3.a charitable organization, corporation, or partnership with
assets exceeding $5 million;

4.a director, executive officer, or general partner of the
company selling the securities;

5.a business in which all the equity owners are accredited
investors;

6.a natural person who has individual net worth, or joint net
worth with the person’s spouse, that exceeds $1 million at the
time of the purchase;

7.a natural person with income exceeding $200,000 in each of
the two most recent years or joint income with a spouse
exceeding $300,000 for those years and a reasonable
expectation of the same income level in the current year; or

8.a trust with assets in excess of $5 million, not formed to
acquire the securities offered, whose purchases a
sophisticated person makes.


Cheers