JOBS ACT FACTOID & REMEMBER OBAMA PLEASE

JOBS ACT FACTOID & REMEMBER OBAMA PLEASE

 

My guys suggested to his followers 2000 years ago – give unto Caesar what belongs to CAESAR and render unto GOD what belongs to GOD.

My last blog report rendered unto President Trump what belongs to President Trump.

CEO SPACE is a voice in advocacy for small business legislation via a number of channels and supports we provide over the years. We were an influence for the good in the passage of the JOBS Act of 2012. The SEC put rules into effect May 2016 that made the congressional new law “effective” to the market. Why is this time line so important.

Because the EFFECTS of the JOBS act are huge. The record low UNEMPLOYMENT in the USA is a feature of changing how they count those numbers and real new jobs that have been created.

President Trump is far from the highest stock surge after an election of the past dozen Presidents but he is a top five President in economic growth numbers. Momentum for his growth was underwritten in no small part by the CRISES President – President Barak Obama who inherited the worst financial crises in 70 years where the banks may have folded. The team that saved all that includes BARAK OBAMA.

The JOBS ACT was signed by President OBAMA and his team worked hard along ours to get that legislation passed.

Today we have 570,000 new ventures formed in 2017 the highest new business starts in over a decade. We have more business ventures starting with more sound ideas and being by % successful and lasting over time than any period in history. Part of this success % shifting is a result of the President Obama Jobs Act that made it so much easier to start a new business and raise capital out of the door to push risk down. Capital is a key to better plans – better teams and improved resources to winning.

CROWD FUNDING is all President Obama praise and is a game changer in 2018. See Portals like http://www.sprowttcf.com the CEO SPACE highest recommendation for automated ease and over compliance in capital raising. We also recommend the first group of FINRA regulated Portals approved and the first audit year passed by http://crowdsourcefunded.com . Sprowtt launched real time operations in our December CEO SPACE where founder Mark Jones gave life demonstrations of the features of the SPROWTT DIGITAL SYSTEM. Tim Hogan is another options for PORTAL SEEKERS to facilitate legal crowd funding, where both founders help issuers to qualify as a resource for their security law firms.

Venture owners can click https://www.finra.org/about/funding-portals-we-regulate the US Government official sight for CROWD FUNDING Portals that are available in todays market. MAKE A FAVORITE as a venture owner as this list changes and you wish to:

  1. Compare features
  2. Compare prices
  3. Compare customer service and support

CEO SPACE the # 1 ranked Business Conference in the world in 2018 endorses both Portal Sites suggested here with links to both for your convenience. Tim Hogan CEO of CrowdSourceFUNDED has a full year of listed ventures and track record and joins Mark Jones as industry leaders.

CEO SPACE has not explored the full list of PORTAL offerings as the list is growing, each reviewed and legally made effective to conduct business by FINRA as the review authority. In a second full year of Crowd Funding on line the advantage to issues is rising into billions in 2018 and we invite venture owners to explore with their law firms the ease – low cost – and high advantage of CROWD FUNDING capital infusions to grow their ventures faster in 2018.

CEO SPACE offers a week long class program five times annually, to transfer skill to the CEO Owners of business and professionals in practice on various exemptions for raising capital. The Class is instructed with licensed security attorneys co instructing drawing on y prior investment banking expertise as CEO of global public brokerage institutions into the 1980’s. We were told by a former SEC Staff member this last week – he has seen nothing at the comprehensive level that CEO SPACE curriculum is delivering and he himself learns from each of the classes he co instructs on the compliance knowledge.

CEO SPACE membership includes the Capital Class option anytime our CEO member wishes to gain those core skills current to the present rule sets. Expert security law firms are on site to discount fees and time to complete a forward Crowd Funding Offering – which can raise put to $ 1,000,000 within lower cost and time than any other options we know of. Become knowledgable in this new area now driving over half a million new ventures and I forgot to define from the KAUFMAN publication of this data – that is over 550,000 new ventures EACH AND EVERY MONTH LAST YEAR – just setting records for the USA.

Over 5 million new ventures in a single year – what kind of job base is roaring ahead from all that activity in the AGE OF THE ENTREPRENEUR.

Having worked on both sides of the congressional isle for so many years we wish to draw attention to the work President OBAMA completed and passed to effect this outcome for our nation. None of us have advantage to forget that body of work which remains a legacy to the Obama Era President one of many.

As a side economic note. We find this opinion in working on Capitol Hill:

  1. The competitive culture is the problem.
  2. A future cooperative collaborative culture is the solution.
  3. Everyone leader at every level is doing the best job they know how to do.
  4. A tiny number are villains in any way and the character of the majority and how hard they and their staff work is unseen.
  5. The system works but the system can improve and do vastly better.

The question on how this will unfold is a WHEN not an IF.

We find all Presidents we have worked with since the 1950’s in my family via my father, and in my life since Jack Kennedy up close and personal, are great men and women ( candidates ) doing the very best they can for the nation. The media circus an unseen fourth estate of national governance today requires some fliers.

Try not to read to support your own opinion.

Dig deeper on line – always include international press – and see opposing data and collect all the data than make informed decisions. Avoid any shallow common culture directed and influenced by media.

The early age of news had filters to insulate news to data without spin or direction to the viewing public.

Modern news is effected by 24 hour news consumption addictions, the laws of how economics pays the bills for news, so that in consolidations never permitted before a handful of men own the channels of news outlets coming your way excepting steadfast PUBLIC NEWS PBS thank GOD for the old model unchanged in 2018 for them.

For the rest the OWNERS do express their team and advertiser collective views in filtered news. You have to enjoy your own filters to bring issues to data center and make your own informed decisions.

This blog and others on line help those who care enough to do the work to gather more data on WHAT IS REALLY GOING ON OUT THERE.

We applaud President Obama’s work on the JOBS ACT and we proudly see the consequence in new venture creation last year with higher records expected this year.

We applaud FINRA with setting in play a balanced regulatory frame work with the SEC between issuer and the investor via regulated PORTAL digital monitoring of the new unfolding multi billion dollar future market in CROWD FUNDING and other exempt offerings for capital infusion to ventures and business in AMERICA with similar regulations unfolding world wide. Job well done.

Thanks for reading and sharing in the New Years.

Berny Dohrmann – Thanks to Our Readers world wide in 2018

CROWD FUNDING SKILLS TRAINING

THE MASTER SKILL FOR CEO’s WORLD WIDE IN SMALL BUSINESS:

 

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CEO SPACE on July 22nd – this Friday at 4.00 PM will teach registered lifetime members a three day intensive Crowd Funding Class. A shorter version will be taught during the CEO SPACE July 26th Tuesday to Sunday Business Growth Conference. The class incorporates all the new May legal compliance regulations, and practice sessions to transfer enormous skill to the CEO seeking funding for their business. Funding sources that advance credit lines of 50,000 to 200,000 at low interest rates and terms business owners love, customized for their business are also available during the Growth Conference week. Approvals and fundings take place in ten days or less. Full funding to CEO SPACE is also available over 24 hour approvals.

THE FOLLOWING IF YOU CAN NOT MAKE THE CEO SPACE CLASS MAY BE HELPFUL AND IF YOU CAN JOIN FOR YOUR OWN ACCELERATED RESULTS – MARK JONES OF SPROWTT CROWD FUNDING PORTAL – HAS AS CEO SPACE ADVOCATE WHO LOBBIES IN WASHINGTON DC FOR TEN YEARS ON SMALL BUSINESS LEGISLATION – DEFINES AS THE MAN WHO HELPED WRITE THE NEW LAW – THE FOLLOWING CLARIFICATIONS AND EDUCATION. MAKE JONES WILL BE TEACHING LIVE AT CEO SPACE NEXT WEEK – WORTH THE FEE BY ITSELF:

 

CROWD FUNDING EDUCATION: JULY 2016 REPRODUCED BY PERMISSION FROM MARK JONES:

 

FIRST CLICK FOR CROWD FUNDING

http://www.sprowtt.com for vidoe animatins and full service to HOST your CROWD FUNDING SUPER SITE for INVESTORS with over compliance in a single Portal our highest recommendation – pending FINRA APPROVALS

 

The idea behind crowdfunding is that the crowd — family, friends and fans of a small or startup company, even if they are not rich or experienced investors — can now invest in that company’s securities. For a traditionally risk-averse area of law, that’s a pretty revolutionary concept!

 

In order to make this leap, Congress wanted to ensure that all potential investors had access to the same information. The solution that Congress came up in the JOBS Act with was that there had to be one centralized place that an investor could access that information — the website of the funding portal or broker-dealer that hosts the crowdfunding offering (going forward we will refer to both of these as “platforms”).

 

This means (with the exception of some very limited exceptions that we’ll describe below) most communications about the offering can ONLY be found on the platform. On the platform, the company can use any form of communication it likes, and can give as much information as it likes (so long as it’s not misleading). Remember that the platforms are required to have a communication channel (basically a chat or Q&A function) — a place where you can (though you must identify yourself) discuss the offering with investors and potential investors. That gives you the ability to control much of your message.

 

So with that background in mind, we wanted to go through what you can and cannot do as far as communications prior to and during the offering. Unfortunately, there are a lot of limitations. Securities law is a very highly regulated area and this is not like doing a Kickstarter campaign. Also, bear in mind this is a changing regulatory environment. We put together this guide based on existing law, the SEC’s interpretations that it put out on May 13, and numerous conversations with the SEC Staff. As the industry develops, the Staff’s positions may evolve.

 

We do understand that the restrictions are in many cases counter-intuitive and don’t reflect the way people communicate these days. The problems derive from the wording of the statute as passed by Congress. The JOBS Act crowdfunding provisions are pretty stringent with respect to publicity; the SEC has “interpreted” those provisions as much as possible to give startups and small businesses more flexibility.

 

What you can say before you launch your offering

 

Before the point at which you file your Form C with the SEC, you can’t make any “offers” of securities, either publicly or privately. Remember that the SEC interprets the term “offer” very broadly. So no meetings with potential investors, or giving out any information on forums which offer “sneak peeks” or “first looks” at your offering. No public announcements about the offering. And especially no discussions at a conference or a demo day about your intentions to do a crowdfunding offering. Any communication made prior to filing the Form C may be construed as an unregistered offer of securities made in violation of Section 5 of the Securities Act — a “Bad Act” that will prevent you from being able to use Regulation CF, Rule 506, or Regulation A in the future.

 

Prior to publicly filing the Form C, you are limited to communications that don’t mention the offering at all (regardless of whether you mention any specific terms of the offering or not), and which don’t “condition the market” for the offering. “Conditioning the market” is any activity that raises public interest in your company, and could include suddenly heightened levels of advertising, although regular product and service information or advertising (see discussion below) is ok. This means no “coming soon” and no hints or winks.

 

Normal advertising of your product or service is permitted as the SEC knows you have a business to run. However, if just before the offering all of sudden you produce five times the amount of advertising that you had previously done, the SEC might wonder whether you were doing this to stir up interest in investing in your company. If you plan to change your marketing around the time of your offering (or if you are launching your company at the same time as your CF offering, which often happens), it would be prudent to discuss this with your counsel so that you can confirm that your advertising is consistent with the SEC’s rules.

 

Genuine conversations with friends or family about what you are planning to do and getting their help and input on your offering and how to structure it, are ok, even if those people invest later. You can’t be pitching to them as investors though.

 

What you can say after you launch

 

After you launch your offering by filing your Form C with the SEC, there are only two types of communication permitted outside the platform:

 

Communications that don’t mention the “terms of the offering”; and

Communications that just contain “tombstone” information.

Communications that don’t mention the terms of the offering

 

We are calling these “non-terms” communications in this memo, although you can also think of them as “soft” communications. “Terms” in this context are the following:

 

The amount of securities offered;

The nature of the securities (i.e., whether they are debt or equity, common or preferred, etc.);

The price of the securities; and

The closing date of the offering period.

There are two types of communication that fall into the non-terms category.

 

First, regular communications and advertising. You can still continue to run your business as normal and there is nothing wrong with creating press releases, advertisements, newsletters and other publicity to help grow your business. If those communications don’t mention any of the terms of the offering, they are permitted. Once you’ve filed your Form C, you don’t need to worry about “conditioning the market.” You can ramp up your advertising and communications program as much as you like so long as they are genuine business advertising (e.g., typical business advertising would not mention financial performance).

 

Second, and more interestingly, offering-related communications that don’t mention the terms of the offering. You can talk about the offering as long as you don’t mention the TERMS of the offering. Yes, we realize that sounds weird but it’s the way the statute (the JOBS Act) was drafted. Rather than restricting the discussion of the “offering,” which is what traditional securities lawyers would have expected, the statute restricts discussion of “terms,” and the SEC defined “terms” to mean only those four things discussed above. This means you can make any kind of communication or advertising in which you say you are doing an offering (although not WHAT you are offering; that would be a “term”) and include all sort of soft information about the company’s mission statement and what it will use the money for and how the CEO’s grandma’s work ethic inspired her drive and ambition.

 

You can link to the platform’s website from such communications. But be careful about linking to any other site that contains the terms of the offering. A link (in the mind of the SEC) is an indirect communication of the terms. So linking to something that contains terms could mean that a non-terms communication becomes a tombstone communication that doesn’t comply with the tombstone rules. This applies to third-party created content as well. If a third-party journalist has written an article about how great your company is and includes terms of the offering, linking to that article is an implicit endorsement of the article and could become a statement of the company that doesn’t comply with the tombstone rules.

 

Whether you are identifying a “term” of the offering can be pretty subtle. While “We are making an offering so that all our fans can be co-owners,” might indirectly include a term because it’s hinting that you are offering equity, it’s probably ok. Try to avoid hints as to what you are offering, and just drive investors to the intermediary’s site to find out more.

Even though non-terms communications can effectively include any information (other than terms) that you like, bear in mind that they are subject, like all communications, to the securities anti fraud rules. So even though you are technically permitted to say that you anticipate launching your “Uber for Ferrets” in November in a non-terms communication, if you don’t have a reasonable basis for saying that, you are in trouble for making a misleading statement.

 

Tombstone communications

 

A tombstone is really what it sounds like — just the facts — and a very limited set of facts at that. Think of these communications as “hard” factual information.

 

The specific rules under Regulation CF allow for “notices” limited to the following:

 

A statement that the issuer is conducting an offering pursuant to Section 4(a)(6) of the Securities Act;

The name of the intermediary through which the offering is being conducted and a link directing the potential investor to the intermediary’s platform;

The terms of the offering (the amount of securities offered, the nature of the securities, the price of the securities and the closing date of the offering period); and

Factual information about the legal identity and business location of the issuer, limited to the name of the issuer of the security, the address, phone number and website of the issuer, the e-mail address of a representative of the issuer and a brief description of the business of the issuer.

These are the outer limits of what you can say. You don’t have to include all or any of the terms: “Company X has an equity crowdfunding campaign on Super Portal — Go to www.SuperPortal.com/CompanyX to find out more.” The platform’s address is compulsory.

 

“Brief description of the business of the issuer” does mean brief. The rule that applies when companies are doing Initial Public Offerings (IPOs) (which is the only guidance we have in this area) lets those companies describe their general business, principal products or services, and the industry segment (e.g., for manufacturing companies, the general type of manufacturing, the principal products or classes of products and the segments in which the company conducts business). The brief description does not allow for inclusion of details about how the product works or the overall addressable market for it, and certainly not any customer endorsements.

 

“Limited time and availability”-type statements may be acceptable as part of the “terms of the offering.” For example, the company might state that the offering is “only” open until the termination date, or explain that the amount of securities available is limited to the oversubscription amount.

 

A few “context” or filler words might be acceptable in a tombstone notice, depending on that context. For example, the company might state that it is “pleased” to be making an offering under the newly-adopted Regulation Crowdfunding, or even refer to the fact that this is a “historic” event. Such additional wording will generally be a matter of judgement. “Check out our offering on [link]” or “Check out progress of our offering on [link]” are OK. “Our offering is making great progress on [link]” is not. Words that imply growth, success or progress (whether referring to the company or the offering) are always problematic. If you want to use a lot of additional context information, that information can be put in a “non-terms” communication that goes out at the same time and through the same means as a tombstone communication.

 

The only links that can be included on a tombstone communication are links to the platform. No links to reviews of the offering on Stratifund, Crowdability or Early Investing. No links to any press stories on Crowdfund Insider or CrowdFundBeat. No links to the company’s website. The implicit endorsement principle applies here just as with non-terms communications, meaning that anything you link to becomes a communication by the company.

 

An important point with respect to tombstone notices is that while content is severely limited, medium is not. Thus, notices containing tombstone information can be posted on social media, published in newspapers, broadcast on TV, slotted into Google Ads, etc. Craft breweries might wish to publish notices on their beer coasters, and donut shops might wish to have specially printed napkins.

 

What constitutes a “notice”

 

It is important to note that (until we hear otherwise from the SEC) the “notice” is supposed to be a standalone communication. It can’t be attached to or embedded in other communications. That means you cannot include it on your website (as all the information on your website will probably be deemed to be part of the “notice” and it will likely fail the tombstone rule) and you cannot include it in announcements about new products — again, it will fail the tombstone rule.

 

We have listed some examples of permissible communications in Exhibit A.

 

Websites

It’s a bad idea to include ANY information about the terms of the offering on your website. However, some issuers have found a clever solution: you can create a landing page that sits in front of your regular website. The landing page can include the tombstone information and two options: either investors can continue to your company’s regular webpage OR they can go to the platform to find out more about the offering on the platform. We have attached sample text for landing pages on Exhibit A.

 

“Invest now” buttons

 

Under the SEC’s current interpretations as we understand them, having an “invest now” button on your website with a link to the platform hosting your offering is fine although you should not mention any terms of the offering on your website unless your ENTIRE website complies with the tombstone rule. Most of them don’t.

 

Social Media

 

As we mention above, the medium of communication is not limited at all, even for tombstone communications. Companies can use social media to draw attention to their offerings as soon as they have filed their Form C with the SEC. Social media are subject to the same restrictions as any other communications: either don’t mention the offering terms at all or limit content to the tombstone information.

 

Emails

 

“Blast” emails that go out to everyone on your mailing list are subject to the same rules as social media: either don’t mention the offering terms at all or limit content to the tombstone information. Personalized emails to people you know will probably not be deemed to be advertising the terms of the offering, so you can send them, but be careful you don’t give your friends any more information than is on the platform — remember the rule about giving everyone access to the same information.

 

Images

 

Images are permitted in tombstone communications. However, these images also have to fit within the “tombstone” parameters. So brevity is required. Publishing a few pictures that show what the company does and how it does it is fine. An online coffee table book with hundreds of moodily-lit photos, not so much. Also, a picture tells a thousand words and those words better not be misleading. So use images only of real products actually currently produced by the company (or in planning, so long as you clearly indicate that), actual employees hard at work, genuine work space, etc. No cash registers, or images of dollar bills or graphics showing (or implying) increase in revenues or stock price. And don’t use images you don’t have the right to use! (Also, we never thought we’d need to say this, but don’t use the SEC’s logo anywhere on your notice, or anywhere else.)

 

While the “brevity” requirement doesn’t apply to non-terms communications, the rules about images not being misleading do.

 

Videos

 

Videos are permitted. You could have the CEO saying the tombstone information, together with video images of the company’s operations, but as with images in general, the video must comport with the tombstone rules. So “Gone with the Wind” length opuses will not work under the tombstone rule, although they are fine with non-terms communications.

 

Updates and communications to alert investors that important information is available on the platform

 

Updates can and should be found on the platform. You can use communications that don’t mention the terms of the offering, to drive readers to the platform’s site to learn about updates and things like webinars hosted on the platform. They may include links to the platform. Updates that include information as to the progress of the offering are permitted as “non-terms” communications, but please be careful about wording. “We have raised 25% of our target on SuperPortal” is ok, while “We have raised 25% of our $1 million target” is not.

 

Press releases

 

Yes, they are permitted, but they can’t contain very much. Press releases are also laden with potential pitfalls, as we discuss below. Press releases that mention the offering terms are limited to the same “tombstone” content restrictions that apply to all notices. Companies may say that they are pleased (or even thrilled) to announce that they are making a crowdfunding offering but the usual quotes from company officers can’t be included (unless those quotes are along the lines of “ I am thrilled that Company will be making a crowdfunding offering,” or “Company is a software-as-a-service provider with offices in six states”). The “about the company” section in press releases is subject to the same restrictions and if the press release is put together by a PR outfit, watch out for any non-permitted language in the “about the PR outfit” section of the press release (nothing like “Publicity Hound Agency is happy to help companies seeking crowdfunding from everyday investors who now have the opportunity to invest in the next Facebook”).

You could also issue non-terms press releases that state you are doing an offering (and you can identify or link to the platform) but doesn’t include terms and still include all the soft info, including quotes, mission statements and deep backgrounds. It’s likely, though, that journalists would call asking “So what are you offering, then?” and if you answer, you are going to make your non-terms communication into communication that fails the tombstone rule.

 

Press interviews and articles

 

Interviews with the media can be thorny because participation with a journalist makes the resulting article a communication of the company. In fact, the SEC Staff have stated that they don’t see how interviews can easily be conducted, because even if the company personnel stick to the tombstone information (which would make for a pretty weird interview), the journalist could add non-tombstone information later, which would result in the article being a notice that didn’t comply with the tombstone rule.

 

The same thing could happen with interviews where the company tries to keep the interview on a non-terms basis. The company personnel could refrain from mentioning any terms (again, it’s going to be pretty odd saying, “Yes, we are making an offering of securities but I can’t say what we are offering”), but the first thing the journalist is going to do is get the detailed terms from the company’s campaign page on the platform’s site, and again the result is that the article becomes a non-complying notice.

 

These rules apply to all articles that the company “participates in.” This means that if you (or your publicists) tell the press, “Hey, take a look at the Company X crowdfunding campaign” any resulting article is probably going to result in a violation of the rules. By you.

 

Links to press articles are subject to all the same rules discussed in this memo. If you link to an article, you are adopting and incorporating all the information in that article. If the article mentions the terms of the offering then you can’t link to it from a non-terms communication (such as your website) and if it includes soft non-terms information, then you can’t link to it from a tombstone communication. And if it includes misleading statements, you are now making those statements.

 

Remember that prior to the launch of the offering you should not be talking about your campaign with the press (or publicly with anyone else). If you are asked about whether you are doing a campaign prior to launch you should respond with either a “no comment” or “you know companies aren’t allowed to discuss these matters.” No winking (either real or emoji-style.)

 

Press articles that the company did not participate in

 

In general, if you (or your publicists) didn’t participate in or suggest to a journalist that he or she write an article, it’s not your problem. You aren’t required to monitor the media or correct mistakes. However, if you were to circulate an article (or place it or a link to it on your website), then that would be subject to the rules we discuss in this memo. You can’t do indirectly what you can’t do directly.

 

Also, if you add (or link to) press coverage to your campaign page on the platform’s site, you are now adopting that content, so it had better not be misleading.

 

Demo days

 

Demo days and industry conferences are subject to many of the same constraints that apply to press interviews. In theory, you could limit your remarks to a statement that you are raising funds through crowdfunding, but in reality people are going to ask what you are selling. You could say “I can’t talk about that; go to SuperPortal.com,” but that would lead to more follow-up questions. And following the tombstone rules means you can’t say too much about your product, which rather undermines the whole purpose of a demo day.

 

“Ask Me Anythings”

 

The only place you can do an “Ask Me Anything” (AMA) that references the terms of the offering is on the platform where your offering is hosted. You can’t do AMAs on Reddit. Unless you limit the AMA to non-terms communications or tombstone information. In which case, people aren’t going to be able to ask you “anything.”

 

Product and service advertising

 

As we mentioned above, once you’ve filed your Form C, ordinary advertising or other communications (such as putting out an informational newsletter) can continue and can even be ramped up. Most advertising by its nature would constitute non-terms communication, so it couldn’t include references to the terms of the offering. So don’t include information about your offering in your supermarket mailer coupons.

 

What about side by side communications?

 

You are doubtless wondering whether you could do a non-terms Tweet and follow it immediately with a tombstone Tweet. It appears, at least for the moment, that this works. There is the possibility that if you tried to put a non-terms advertisement right next to a tombstone advertisement in print media or online, the SEC might view them collectively as one single (non-complying) “notice”. It is unclear how much time or space would need to separate communications to avoid this problem, or even whether it is a problem.

 

“Can I still talk to my friends?”

 

Yes, you can still talk to your friends face to face at the pub (we are talking real friends, not Facebook friends, here) and even tell them that you are doing a crowdfunding offering, even before you file with the SEC. You aren’t limited to the tombstone information (man, would that be a weird conversation). After you’ve launched the offering, you can ask your friends to help spread the word (that’s the point of social media) but please do not pay them, even in beer or donuts, because that would make them paid “stock touts.” Don’t ask them to make favorable comments on the platform’s chat board either, unless they say on the chat board that they are doing so because you asked them to. If they are journalists, don’t ask them to write a favorable piece about your offering.

 

“What if people email me personally with questions?”

 

Best practice would be to respond “That’s a great question, Freddie. I’ve answered it here on the SuperPortal chat site [link]”. Remember the Congressional intent of having all investors have access to the same information.

 

Links

 

As we’ve seen from the discussion above, you can’t link from a communication that does comply with the rule you are trying to comply with to something that doesn’t. So for example, you can’t link from a Tweet that doesn’t mention the offering terms to something that does and you can’t link from a tombstone communication to anything other than the platform’s website.

 

Emoji

 

Emoji are subject to antifraud provisions in exactly the same way as text or images are. The current limited range of emoji and their inability to do nuance means that the chance of emoji being misleading is heightened. Seriously people, you need to use your words.

 

After the offering

 

These limitations only last until the offering is closed. Once that happens you are free to speak freely again, so long as you don’t make any misleading statements.

 

And what about platforms?

 

The rules for publicity by platforms are different, and also depend on whether the platform is a broker or a portal. We’ll be doing a separate memo for them.

 

CrowdCheck is not a law firm, the foregoing is not legal advice, and even more than usual, it is subject to change as regulatory positions evolve. Please contact your lawyer with respect to any of the matters discussed here.

©CrowdCheck, Inc. 2016

 

Exhibit A

Sample Tombstones:

? Company X, Inc.

[Company Logo]

Company X is a large widget company based in Anywhere, U.S.A. and incorporated on July 4, 1776. We make widgets and they come in red, white, and blue. Our widgets are designed to spread patriotic cheer.

 

We are selling common shares in our company at $17.76 a share. The minimum amount is $13,000 and the maximum amount is $50,000. The offering will remain open until July 4, 2017.

 

This offering is being made pursuant to Section 4(a)(6) of the Securities Act.

 

For additional information please visit: YOUR CUSTOM SUPER SITE

https://www.SuperPortal.com/companyx

 

Freddy’s Ferret Food Company is making a Regulation CF Offering of Preferred Shares on FundCrowdFund.com. Freddy’s Ferret Food Company was incorporated in Delaware in 2006 and has its principal office in Los Angeles, California. Freddy’s Ferret Food Company makes ferret food out of its four manufacturing plants located in Trenton, New Jersey. Freddy’s Ferret Food is offering up to 500,000 shares of Preferred Stock at $2 a share and the offering will remain open until February 2, 2016. For more information on the offering please go to www.fundcrowdfund.com/freddysferretfoodcompany.

Sample “non-terms” communications

 

We are doing a crowdfunding offering! We are going to use the proceeds of our offering to Make America Great Again by selling a million extra large red hats and extra small red gloves with logos on them, and to bring jobs back to Big Bug Creek, Arizona. The more stuff we make, the greater our profits will be. We think we are poised for significant growth. Already we’ve received orders from 100,000 people in Cleveland. Invest in us TODAY, while you still can and Make Capitalism Great Again! [LINK TO PLATFORM].

 

Feel the “Burn”! We are making a crowdfunding offering on SuperPortal.com to raise funds to expand our hot sauce factory. Be a part of history. Small investors have been screwed for years. This is your chance to Stick it to the Man and buy securities in a business that has grown consistently for the last five years.

Sample Communications on Social Media:

 

Note all these communications will have a link to the platform.

Company Y has launched its Crowdfunding campaign, click here to find out more.

Interested in investing in Company Y? Click here.

 

Sample Landing Pages:

Come hither, come all.

Thanks to Regulation CF, now everyone can own a stake in our widget maker.

[Button] Invest in our Company

[Button] Continue to our Website

SUMMARY

 

The basic plan is to develop a growing CROWD or social capital from family and those who know you to advance notice of the OPPORTUNITY. To GPS all leads and interested parties to YOUR WEB SITE PORTAL your INVESTOR SUPER SITE where the investor can in LEGAL OVER COMPLIANCE qualify the offer then obtain FULL LEGAL access to all the information, where you can legally then and only then follow up answer all questions – we suggest you tape all investor calls in this regard and load those tapes into the investor portal site on line for ultimate legal protection of both parties. This entire process as a skill set is taught by CEO SPACE INTERNATIONAL the only Sprowtt Certified classes where we join faculty ourselves due to the quality of legal over compliance. You can access the portal http://www.sprowtt.com for more information or http://www.ceospaceinternational.com for more information. Good luck and good investing.

CAPITAL – NEW RULES – ARE HERE

 

CEO SPACE “TAKE” ON  NEW LAWS ON CAPITAL

 

As November began, the five SEC Commissions, only hours before the new month began, voted four to one, to enact new laws related to the JOBS ACT of 2012. Of Immediate importance, is the changes to Rule 504 under regulation D. This safe harbor well known capital structure, peroxides law firms and state regulatory agencies an ideal format for regulatory oversight. As further over sight of  private placements under new law as it is and future modifications to the law, are increasingly directing issuers that their offerings  must be digitally administrated.

“LEGAL” Portals, or digital “learning” services, who require registration with FINRA the self regulatory body of the brokers themselves. SPROUT, the “only” regulatory ACCOUNTABILITY Platform – built for OVER COMPLIANCE before new laws came down. SPWOTT is “first filing with FINRA and is already used increasingly coast to coast for private placement LIABILITY SHEDDING. An ever rising number of Security Law Firms require issuers to engage SPROUT given the liability shedding this Platform ( next generation to early stage first generation portal technology ) exceeding new law compliance minimums. Spread the word on SPROWTT.COM as your one click digital compliance automation for NEW LAW – over comply its the law.

DEC 13th – at the WESTIN LAKE LAS VEGAS – Forbes # 1 ranked Conference in the world this year – will host the first THREE DAY CAPITAL SKILLS INTENSIVE FOR OWNER CEO’S. The program is highly interstice. The program is the only one with a 30 year track record and “billions raised” from the auspices of this educational master skill set. Today you will require capital to GROW as every venture does, or you will serve and support other venture owners in your circle who are raising capital. In either event, CAPITAL SKILLS FOR THE CHEIF EXECUTIVE OFFICER OWNER – IS THE MASTER SKILL IN THE VENTURE SPACE.

There are basically the following investor categories:

  1. Angel investors
  2. Vulture Investors ( shark tanks )
  3. Venture investors
  4. Corporate and institutional investors
  5. Corporate Sponsors where applicable including pre orders and donor funding as with Indegogo – or KickStarter –

Angel and vulture investors finance 99% of venture start up that is not debt. Early stage ventures that use debt to start up have a higher failure rate than firms that were well capitalized.

Venture Institutional and Corporate investors represent fraction of 1% of all annual venture and start up capital flowing into venture space. The majority of ventures begin with weak plans, weak teams, and no resources to execute. They try to secure “development rounds” of funding from family and friends.

Those who submit to Venture and related Space generally lose a great deal of time and money cost to get rejection at the end. Ideally the resources of TIME and opportunity cash would be flowing to a well qualified attorney in the new law area, that can and that will, execute with low cost, your properly structured capital floor plan offering.

CEO SPACE teaches CEO’s HOW to raise capital. CEO SPACE is an endless “relationship mixer” where highly qualified investor circles meet superior projects and their management team. The most current, up to date, first three day capital intensive on the new laws, offered in the world. CEO’s will be SO FAR AHEAD if they enroll into the December CEO SPACE – our Holiday program is always best of year – for value to a new member – and lock your capital training FREE on Dec 11th – just arrive by 3:00 PM in the Westin Lake Las Vegas. Register and lock hotel on our web site – our staff will walk you right through just call us..ceospaceinternational… easy. One click…to accelerate any size venture.

Today a first time to market development round new venture, can raise up to $ 5,000,000 under the more relaxed Federal and State 504 Exemption. Until Oct 30th SEC “VOTE” the old law limited capital raising to $ 1,000,000 for 504. There remain some unanswered questions. Will the offering be able to extend for six months if face value of offering was not fully raised in 12 months? We assume the 34 “non accredited” rule will be removed from rule 504, given the new “suitability” cap levels of 10% of an investors income or net worth in any one venture in any one year – a protecting mechanism for risk containment.

In effect the new modified 504 Rules, permit a legal CROWD FUNDING given the general oscillation rule has been relaxed for Regulation D in general. At the $ 5,000,000 raise level would an offer be subject to the limit of 35 non accredited exiting rule? Or is that rule relaxed by at least ratio if not removed all together? We hope to know these and other OPEN areas related to 504, 506, Regulation A, and Crowd Funding itself, folding all that new law detail into the first professional bar level training on the NEW LAW CAPITAL COMPLIANCE CERTIFICATIONS.

Dec 13th has some draw cards that make the program every business owners favorite program of the year. WHY?

Here are some but not all of the reasons. For a more full list please visit with any of our Club Presidents operating chapters of CEO SPACE everywhere or just phone our office at the number on our web site.

WHY DECEMBER FOR CEO FAMILIES?

  1. Last Chance to legally reclaim some serious tax withholding – refunded to you in weeks now – where owning a LIFETIME membership for your entire family trumps – leaving those dollars with the tax man.
  2. First chance to mentor and ramp up Jan Feb and March when other business owners frankly are asleep to what is really going on out there. The largest Download of core business expertise in entrepreneur CEO development, anywhere. CEO’s suggest CEO SPACE Dec is the largest most significant pay increase they have ever given themselves in their adult lifetime.
  3. Family Forum – Dec is our Holiday family Forum. Non Toddler younger ages can be entrusted to KIDS CAMP bonded and insured day care Sun to Sun CEO SPACE pays for. Teen Feast provides the leading Teen Program in the world to Teen Entrepreneurs – all with game theory it is so much fun – all for the cost of meals only as CEO SPACE Subsidizes children and life partners. Entrepreneurs require a PAYMENT from their stake holders at home – a PAYMENT that comes from their hours of endless work and entrepreneur focus. CEO SPACE HOLIDAY BUSINESS GROWTH CONFERENCE – creates a kind of “buy in” at home that is fluid natural and so helpful to the entrepreneur house hold. This aspect of CEO SPACE will enrich the Holiday of any guest while you receive higher returns on membership once a year.
  4. 15 THOUGHT LEADERS – CEO SPACE will feature for families attending a truly HISTORIC EVENT. You will participate in a line up featuring the leaders of MENTAL SOFTWARE – the leaders of the Human Potential INDUSTRY itself – all at once – all on the same stage – at the same time. You will see featured as part of this line up:
  • George Fraser founder of Fraser Net and Linda Chandler
  • Bob Proctor Super Star of THE SECRET and THOUGHTS ARE THINGS as well as BORN RICH.
  • Sharon Lechter – Rich Dad Poor Dad – Outwitting the Devil – Think & Grow Rich For Woman ( see her film or Bob’s or any named here on our web site just click ). LIVE this holiday.
  • Greg Reid – Founder THE SECRET KNOCK – global best seller THREE FEET FROM GOLD and making WISH MAN the movie of the founder of Make a Wish Foundation.
  • Cathy Lee Crosby with a surprise Holiday message for everyone.
  • Eve Hogan – Chicken Soup Author and our TEEN FEAST FACULTY super star.
  • Hyrum Smith – Founder Franklin Covey now releasing his new global smash THE GAP live at CEO SPACE.
  • Michael Drew – New York helping over 100 authors reach the New York Times best Seller list see his film. Live author of THE PENDULUM – great CEO SPACE primer reading.
  • Dave Austin – Super Star – Super Bowl – World Series to Any Series – the CELEBRITY TRAINER of the world class athletes and CEO’s in Fortune C Suites – returns to CEO SPACE.
  • Stuart Levine – attorney – world authority on agreements that don’t cause problems leading mediator for business disputes – CEO SPACE legacy faculty returning.
  • Adam Markel who runs the largest most respect human potential education firm leading the entire industry NEW PEAK POTENTIALS – will be speaking this Holiday LIVE.
  • Dan Clark who teaches at stadiums and huge Fortune 500 firm key notes world wide – from the White House to Our House Dan Clark returns to the Forum.
  • Jeff Flam, successful Financial M&A Firm flipper – in digital space – successful real estate development – and human potentials – returns to Forum Faculty this Holiday.

While we are not listing all fifteen thought leaders here in this blog, they are available on line – at any of our CEO SPACE Local or National Web sites – http://www.ceospaceinternational.com with short video information for CEO’s in any industry category or size of business.

CEO SPACE is a guaranteed business acceleration process. You always speed up – add speed  to grow your  business and always faster inside so much faster inside CEO SPACE than alone out there. CEO SPACE is the business owner DOLPHIN TANK – owners of the pod – helping one another entrepreneur to entrepreneur and that help is without condition – unconditional for a week at CEO SPACE – without CEO SPACE you are truly stuck in the SHARK TANK.

Folks register as CEO’s when they obtain enough data, either on line, in video’s, from members they speak to, from our Club Presidents or from our Board of Directors who they can speak to including ME as founding Chairman. Then that data adds up and says:

  1. If I buy a lifetime membership its only tax money.
  2. If I don’t have the money their fund busting or PAY PAL extended payment plan resolves it for my tribe.
  3. This is the better richer one for the membership fee of any year.
  4. Its last chance to reclaim thousands and thousands and thousands in taxes and why not?
  5. Its the first chance to REALLY ACCELERATE “everything” in 2016 starting RIGHT NOW.

 

What if reading this blog site is a divine appointment. If you feel like several billion informed readers all over the world feel – that the CREDIT OVER ABUSED BY NATIONS AND CROOKS WORLD FINANCIAL SYSTEM – is going too reset itself – for all the Super Crash reasons my web site has been defining. IF you believe THAT then don’t you also believe entrepreneurs prosper in any and every market but they need to PROSPER the following:

  1. Ever more current information to stay ahed of shifting opportunities missing none
  2. Ever increasing the CEO’s cooperative trading community with other firms and CEO’s

CEO SPACE does BOTH right now. Your download as a business tool kit upgrade is the best of your life or we refund your membership. No questions.

Folks, 30 years of track record serving 140 nations and Forbes ranked # 1 in 2015? The biggest richest contact option during a few days NOTHING IS GOING ON BACK HOME – what is taking your business UP is the CEO SPACE trade show – it rocks and it works. Check it out.

Just on the capital skills alone issue – the skills program on capital by itself is a 25,000 dollar value – with its exercises practice sessions measurement and assessment – you KNOW how to RAISE Capital when you have that program completed. YOU KNOW. You truly and you really KNOW and that asset for a CEO lasts for a lifetime as well. Make the Holiday time work as hard for your future as you work for your Holiday. Allow the best mentors alive to serve you and accelerate your 2016 right now – while others are so asleep…..

But you are NOT….because your HERE.
Berny Dohrmann – Happy Holidays Everyone

 

PS: The Space everyone brings grand babies – all age children – families – brothers aunts – moms – everyone – enriches your future their future and your collective HOLIDAYS but we have no FREAKIN WAY TO EXPLAIN JUST HOW MUCH FUNNNNNNN YOUR DEC SPACE IS !!!