Winning Brands Corporation (WNBD)

[bradakus]

Regulation D — Rules 504, 505 and 506
Regulation D contains Rules 504, 505 and 506, which establish ******exemptions from Securities Act registration.******* The only filing requirement under each of these exemptions is the requirement to file a notice on Form D with the SEC. The notice must be filed within 15 days after the first sale of securities in the offering. Many states also require the filing of a Form D notice in a Regulation D offering. The main purpose of the Form D filing is to notify federal (and state) authorities of the amount and nature of the offering being undertaken in reliance upon Regulation D.



How does my small business***** register a public offering?*****
If you decide on a registered public offering, the Securities Act requires your company to file a registration statement with the SEC before it may offer its securities for sale. This process is often referred to as an initial public offering, or “IPO.” Your company may not actually sell the securities covered by the registration statement until the SEC staff declares the registration statement "effective."

Registration statements have two principal parts
Part I is the prospectus, the legal offering or "selling" document. Your company—the "issuer" of the securities—must describe in the prospectus important facts about its business operations, financial condition, results of operations, risk factors, and management. It must also include audited financial statements. The prospectus must be delivered to everyone who buys the securities, as well as anyone who is made an offer to purchase the securities.

Part II contains additional information that the company does not have to deliver to investors but must file with the SEC, such as copies of material contracts.



http://www.sec.gov/info/smallbus/qasbsec.htm