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StockScout1

03/27/13 5:57 PM

#34755 RE: Powercat23 #34754

Clears the legal way for the 424(b)3 to be supplemented. Meaning updated Prospectus with price and ticker. That should be next.
Thanks Guys for being vigilante, this is my first rodeo of this sort and very unique to the OTC.
"If it wasn't for the paperwork, we could get something done."
That paperwork is for shareholder and owners alike protection.
GO AUDIO EYE. Pretty soon, we will have a ticker to put in.
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PlayMoneyBS

03/27/13 6:00 PM

#34756 RE: Powercat23 #34754

Form D is also known as the Notice of Sale of Securities and is a requirement under Regulation D, Section 4(6) and/or the Uniform Limited Offering Exemption of the Securities Exchange Act of 1933.

This act, often referred to as the "truth in securities" law, requires that these registration forms, providing essential facts, are filed to disclose important information upon registration of a company's securities. This helps the SEC achieve the objectives of this act - requiring investors to receive significant information regarding securities offered and prohibiting fraud in the sale of the offered securities.

From: http://www.investopedia.com/terms/s/sec-form-d.asp



Some more great info about Form D:

There is a basic premise underlying the laws and regulations covering the purchase and sale of interests in companies that states that you should not sell these interests, or securities, without telling the truth about your business and disclosing all of the risks involved with investing in your company. In order to ensure that appropriate disclosure is provided, these laws generally require a company to register its securities with an agency, such as the Securities and Exchange Commission and/or state securities agencies, and publicly provide some information about the company before it can offer to sell its securities to anyone. The registration process is complicated, expensive and usually requires a lot of accountants and lawyers to get you through the process. When you hear about Facebook's IPO, or the fact that it is "going public" people are referring to this registration process, and this is an example of the level of disclosure that is required. These securities laws apply to every company and every sale of securities, so each time a company sells its shares it has to either register the securities or qualify for an applicable exemption to this rule.

Luckily, there are quite a few exemptions. The most popular exemption that investors such as venture capital firms and angel investors use is Rule 506 of Regulation D of the Securities Exchange Act of 1933. One of the key criteria for this exemption is that companies only raise money from "Accredited Investors," which are basically individuals that have a net worth of over $1 million, or that have consistently made over $200,000 per year in income, or companies that have over $5 million in assets. This is the main reason the general public cannot buy shares of private companies, although there will be some exciting changes to this rule in the next year or so. Rule 506 has other requirements as well, one of which is that you have to file a Form D with the Securities and Exchange Commission. A Form D requires you to publicly provide certain information about the offering and your company, such as the company's name, address, executive officers, directors, and the size of the offering. The Form D filings are now easily accessible through the SEC's Edgar database.

From: http://www.siliconprairienews.com/2012/08/a-little-background-on-this-form-d-i-ve-been-hearing-about



How to read Form D:

THE STRUCTURE

The Form D is numbered in sections. You’ll want to read the full document from top to bottom, but make sure you zero in and carefully read on a few key areas.

The first is No.13. This section, which lists “Offering and Sales Amounts,” will allow you to quickly determine the newsworthiness of the filing. Under item 13 in this 2010 filing from Twitter, you’ll see that the offering was nearly $5.17 million and that the social media site was successful at selling the entirety of the round.

form DIf there’s an amount remaining to be sold, make sure you watch for an amendment, a Form D/A, to be filed in the future.

THE FUNDS

Here are some of the key items to read to learn more details about the offering.

No. 6 – Federal Exemption(s) and Exclusion(s) Claimed: You can cross-check this with the SEC regs.

No. 7 – Type of Filing: This will give you an idea of the offering’s timing and whether the filing is an amendment or the first sale.

No. 9 – Type(s) of Securities Offered: You’ll see whether the investment was funded from debt, equity or other types of securities. Like any SEC document, keep an eye out for the footnotes or the explanation of “other.”

No. 10 – Business Combination Transaction: This item could provide details on merger and acquisition transactions that had undisclosed terms. In Twitter’s case, this box was checked in the affirmative. Sites such as PaidContent later connected the dots and traced the Form D filing to a December acquisition of Mixer Labs.

No. 16 – Use of Proceeds: This is not as juicy as it sounds as it only details any payment made to one of the “related parties” (the executives, directors and other folks listed in item No. 3). However, it is helpful to see if the founding member of the company got a slice of the pie.

THE PEOPLE

While investors’ identities remain cloaked, you can gain some details, including the number and type, under item No. 14. Also look at item No. 3 on related persons, as the new investor(s) may have become board members.

From: http://businessjournalism.org/2011/08/24/sec-filings-tips-form-d-private-companies/



Notice the date in box on 7 on AEAC's Form D?