Chart Of Us Small Business Exempt and Registered Offerings

The chart below offers a quick reference guide to the main methods of raising capital in the US by small business issuers. This is by no means an exhau-stive list of the ways and means of raising capital. The chart also does not provide all of the securities law requirements of each of these methods and you are strongly advised to consult with legal counsel if you are planning to raise capital in the US or if you are a US small business issuer interested in raising capital outside the US.

Name	Max $ in 12 Month Period	Primary Review Agency	Investor Type	Notes
Reg D - Rule 504	$ 1,000,000	States and SEC	All	Available to non-reporting companies only. Not available to a blank check company, an investment company, or a company without a specified business. As of April 7, 1999, securities issued under Rule 504 are restricted unless offering memorandum (M qualified by a State regulator). If not qualified, securities are restricted for one year from date of issue - subject to Blue Sky State rules. *We recommend an offering memorandum if selling to non-accredited investors.
SCOR (Reg D -Rule 504)	$ 1,000,000	States and SEC	All	42 states accepted SCOR offering filings. File and clear U-7 offering memorandum with State regulators. Offering must be $5.00 per share. Non-restricted securities. - No resale restrictions. - Subject to Blue Sky State rules. Not available to oil & gas or mining companies. Cannot split stock or declare dividend for 2 years. *Not available to a blank check company, an investment company, or a company without a specified business.
Regulation A	$ 5,000,000	States and SEC	All	Available to non-reporting companies only. Non-restricted Securities. - No resale restrictions. - Subject to Blue Sky State rules. * Must file offering statement (notification, offering memorandum and exhibits) with SEC. Cannot accept monies until SEC and other State regulators clear offering. Unaudited financial statements (one year).
Reg D - Rule 505 Rule 4(6) Accredited Investor	$ 5,000,000	States and SEC	Unlimited Accredited 35 Non-Accredited	Restricted securities. - Resale restrictions. - Securities restricted for one year. We recommend an offering memorandum if selling to non-accredited investors. No solicitation/no advertising. Audited financial statements (one year).
Reg D - 506	Unlimited	SEC	Unlimited Accredited 35 Non-Accredited	Restricted securities. - Resale restrictions - Securities restricted for one year. Need an offering memorandum if selling to non-accredited investors. No solicitation/no advertising. Audited financial statements (one year).
Rule 701	Formula	SEC and States	Employees, Directors, Officers, Consultants, or Advisers	Available to non-reporting companies only. Non-restricted securities. - No resale restrictions. - Subject to Blue Sky State rules. Requires a written purchase, savings, option, bonus, stock appreciation, profit sharing, thrift, incentive, pension or similar plan. Actual amount allowed to be sold subject to formula. If over $5,000,000 required to provide specific written disclosure to investors (plan, risk factors & financials). Can issue securities for services at fair market value. Consultants and advisors must be natural persons and provide a bona fide services other than in connection with capital raising or maintaining a market (investor relations) for the registrant's securities. Can issue securities to employees, directors, officers etc. of majority owned subsidiary.
SEC - S-8		SEC and States	Employees, Directors, Officers, Consultants, or Advisers	Available to reporting companies only. Non-restricted securities. - No resale restrictions. - Subject to Blue Sky State rules. Effective immediately on filing with SEC. Consultants and advisors must be natural persons and provide a bona fide services other than in connection with capital raising or maintaining a market (investor relations) for the registrant's securities.
SEC - SB-1	$ 10,000,000	SEC and States	All	Non-restricted securities. - No resale restrictions - Subject to Blue Sky State rules. Revenue less than $25 million in last fiscal year Value of outstanding share capital less than $25 million A prospectus must be filed and cleared with SEC and all applicable State regulators. Audited financial statements (two years). Company becomes subject to SEC reporting for one year from date of SEC clearance. *May elect continuous reporting status by filing Form 8A.
SEC - SB-2	Unlimited	SEC and States	All	Non-restricted Securities - No resale restrictions - Subject to Blue Sky State rules. Revenue less than $25 million in last fiscal year. Value of outstanding share capital less than $25 million. A prospectus must be filed and cleared with SEC and all applicable State regulators. Audited financial statements (two years). Company becomes subject to SEC reporting for one year from date of SEC clearance. *May elect continuous reporting status by filing Form 8A.

Alixe Alixe B. Cormick
Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, B.C, V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
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