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ratso1

06/23/11 11:43 PM

#19446 RE: Pharaoh-1 #19444

This isn't a private placement. A 504, 505, or a 506 is an offering. A private placement would be where an individual puts up monies for a note, CD, preferred shares, PIPEs, etc. from the company. A Reg D offering is for an exemption from registration of shares for a specific dollar raise, in this case $1mm.

I was just kidding about the term "registration". I was referring to the Reg D filing today. They cannot advertise it per SEC rules, so what you saw today is all the documentation that any of us are ever going to see concerning this matter. Unless, of course, one of us wants to participate in the offering. I'm sure the company would be glad to hear from any potential investors.

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Scott12

06/24/11 12:35 AM

#19449 RE: Pharaoh-1 #19444

And here is what the SEC has to say regarding the subject.

"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."
http://www.sec.gov/answers/rule506.htm