Struthers Inc.,

[NetShoe]

There is a 506 Offering - Found at http://www.sec.gov/consumer/keyword/trule506.html

Rule 506 of Regulation D is considered a "safe harbor" for the
private offering exemption of Section 4(2) of the Securities Act.
Companies using the Rule 506 exemption can raise an unlimited
amount of money. A company can be assured it is within the Section
4(2) exemption by satisfying the following standards:

The company cannot use general solicitation or advertising to
market the securities;

The company may sell its securities to an unlimited number of
"accredited investors" and up to 35 other purchases. Unlike
Rule 505, all non-accredited investors, either alone or with a
purchaser representative, must be sophisticated—that is, they
must have sufficient knowledge and experience in financial and
business matters to make them capable of evaluating the
merits and risks of the prospective investment;

Companies must 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 are generally 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 be available to answer questions by
prospective purchasers;

Financial statement requirements are the same as for Rule
505; and

Purchasers receive "restricted" securities, meaning that the
securities cannot be sold for at least a year without registering
them.

While companies using the Rule 506 exemption do not have to
register their securities and usually do not have to file reports with the
SEC, they must file what is known as a "Form D" after they first sell
their securities. Form D is a brief notice that includes the names and
addresses of the company’s owners and stock promoters, but
contains little other information about the company.
Rule 506 of Regulation D



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