Mina Mar Group

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Rule 506b of Regulation D is considered as a 'safe harbor under section 4(a)2. Companies conducting an offering can raise unlimited amount of money and can sell securities to an unlimited number of accredited investors. An offering under rule 506b is subjected to following requirements: No general and internet  solicitation  is allowed. Marketing is limited, only to known investors. Securities cannot be sold to more than 35 non-accredited investors. There is no limitation on accredited investors. Private placement memorandum is not required but it is typically used if all investors are accredited. To non-accredited investors must be provided with disclosure that generally contain the same information as provided in registered offering. Financial statements are required for non-accredited investors. It may differ depending on the offering which are placed in three categories: offerings up to, $2 million, $7.5 million and offering above $7.5 milli...

In the United States under the Securities Act of 1933 any offer to sell securities must be registered with Securities and Exchange Commission (SEC) or meet certain qualifications to exempt them from such registration. Regulation D (Reg D) contains the rules providing exemption from registration requirements allowing smaller companies to offer and sell securities without the having to register them with SEC. Reg D allows companies to obtain funds faster and avoid costs of registration which many small companies could not bear. The SEC earlier placed many restrictions upon private placement transaction. Those restriction referred to type and limited number of investors, solicitation and reselling of securities. Regulation D was adopted in 1982 and has been revised several time since then. It has various rules prescribing qualifications needed to meet exemption from registration requirements, numbered 501 to 508. Rule 501 contains contains definitions that ...

Private placement refers to offering and selling shares in a company to a small group of buyers. The buyers are typically sophisticated investors like banks, pension funds, mutual funds, insurance companies and very wealthy investors. In the United States private placement  are subject to Security and Exchange  Commission regulation under the Securities and Exchange Act of 1933. Private placement is different from public offerings where the securities are sold on the open market to any investor. Private placement is considered a cost-effective way of raising capital without going public through IPO. Companies that want to organize public placement event don't have to be registered with the SEC if certain private placement offering requirements are met. These requirements are specified in a SEC rule called Regulation D. It also doesn't require prospectus, instead private placement are sold using a private placement memorandum and cannot be broadly marketed to the...

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Regulation A will soon be available for publicly reporting companies. On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”) into law. Although the Act largely focuses on the banking industry and is being called the Dodd-Frank Rollback Act by many, it also contained much-needed provisions amending Regulation A+ and Rule 701 of the Securities Act. The Act also amends Section 3(c)(1) of the Investment Company Act of 1940 to create a new category of pooled fund called a “qualifying venture capital fund,” which is a fund with less than $10,000,000 in aggregate capital contributions. A qualifying venture capital fund is exempt from the registration requirements under the 1940 Act as long as it has fewer than 250 investors. Section 3(c)(1) previously only exempted funds with fewer than 100 investors. The amendment is effective immediately and does not require rule making  by the SEC, al...

On April 5, 2012, the Jumpstart Our Business Startups (JOBS) Act   was signed into law by President Barack Obama. The Act required the SEC to write rules and issue studies on capital formation, disclosure, and registration requirements. Both Title III (Crowdfunding) and Title IV (Regulation A) help businessman raise capital from accredited and non-accredited investors.The difference between these regulations are connected with amounts of money that they are trying to raise, investor  and offering details, filings and disclosures. Regulation Crowdfunding, also known a Title III of JOBS Act was adopted in May of 2016 as a way to reduce regulatory restriction so making it possible for companies to raise capital from both accredited and non-accredited investors. Companies that want to raise $1,070,000 or less can now raise it trough crowdfunding portals. If this is the case with your company there are some requirements that you need to meet. Company must be U.S. base...

U.S securities-based crowdfunding under Title III of the JOBS Act created a new exemption from registration for internet based securities offerings of up to $1 million over a 12 month period. The SEC adopted securities-based crowdfunding rules on October 30, 2015. Issuers were able to use the new exemption beginning May 16, 2016, when the final rules became effective. Regulation Crowdfunding enables eligible companies to offer and sell securities trough crowdfunding. Who are eligible issuers? Only U.S companies not registered with SEC are allowed. Investment and blank check companies are restricted. On the other hand there are no restrictions on eligible investors, both accredited investors and retail investors can participate but they have maximum limits per investor depending on their income and net worth. They have annual limits, if their income or net worth is less than $100,000 than limit is 5% of it and if it is above $100,000 it is 10%. Very limited resales of secur...

Crowdfunding is a method of funding a project or a business venture by raising small amounts of money from a large pool of individuals. The term crowdfunding refers to internet -mediated registries. The modern crowdfunding model has three partakers: initiator of the fundraising campaign, one who puts forward an idea, individuals and investors who support the idea and moderating organization (often called platform) that brings two two parties together. Crowdfunding can be used to fund a wide range of project, from startups to non-profit organizations. There is more than one way to crowdfund your business. The most common types of crowdfunding are: reward-based crowdfunding, equity crowdfunding, donation-based crowdfunding and marketplace lending (also known as peer-to-peer lending). With traditional ways of raising capital you can easily feel restricted. Pursuing the limited pool of investors can be arduous and time-consuming. That way you can easily lose your time and mone...

Corporate Profiling Our corporate profiling will assess your current market position before we develop your new brand. Our corporate profiling strategy will deliver an in-depth blueprint of your company's communications. We will assess your current public image regarding how it appeals to your customers and potential investors in your business area. We will identify all communication factors and expose the hidden or not-so obvious factors that might otherwise go undetected. We will define your needs and priorities, measure the competence of your communications and analyze current overall abilities. Based on these analyses, we will work out a plan for improvement, implementation and brand development.   Brand Name Testing Our brand name testing will give direction and insight, as well as uncover opportunities to boost your competitive position. This step in the growth of your company blends creativity and marketing information to uncover brand positioning opportunities ...

An investor awareness campaign by Mina Mar Marketing Group can enhance investor awareness of your company within the global financial community. Our investor relations campaign is broken down into two primary components for maximum impact: Content - company profile and related material The OTC market has a significant number of issuers that are development stage companies that do not lend themselves to financial analysis. Traditional research reports, which focus on financial metrics, become meaningless. Credibility becomes vital, and that means delivering communications that clearly demonstrate the market opportunity and the capabilities of management to achieve success. Our team has decades of experience in marketing and communications and will work with you to develop and execute a successful communications campaign. At the heart of our activities is the development of an excellent profile of our clients. Investors need to understand the market in which a company compet...

Investor awareness is term used in investor relations to denote the knowledge the investment community has of a certain company. It is significant because investors base their investment decision on awareness and knowledge  that they have of the company. If a company has a good investors awareness that means that investors have knowledge of, are conscious of a company and are very aware of its products and services. On the other side if company has bad investors awareness than company has not good visibility among investment community and that can lead to bad liquidity and undervaluation of your stock. Do you think that your stock is currently undervalued? Is your stock thinly traded? Do you need to build liquidity to support financing or create a freer trading environment? There are more than 8,000 public companies quoted on the Over The Counter Bulletin Board (OTCBB) and Pink Sheets, and more than 200 market makers handling OTCBB stocks that are trading 34 trillion share...

Mina Mar Marketing Group (MMMG) enables organizations of all sizes to build powerful communication solutions and reach their goals. Communication enhances the performance of any company and our goal is to help our clients reach as many investors as possible. Investors always want to be up to date with their investments. MMMG mediates between public companies and their investors,  ceaselessly informing investors of the special events occurring within your organization. This information highway becomes a win-win situation between our clients and investors, as all decisions made become well-informed. We keep our clients' investors advised of the company's latest press releases and filings through our newsletter subscription subscription. Leveraging relationships and making contacts through public awareness always increases business opportunities. In fact, public awareness is within reach of any business, and always yields great results. Public awareness is particularly ...

Regulation A, also known as Reg A+ provides companies with exemption from registration requirements and it applies to public offering of securities that do not exceed $20 million or $50 million in a one year period. Beside lowering regulatory hurdles and lowering costs Reg A+ has one more important benefit. Regulation A allows the issuer to conduct continuous offering. This means that issuer of securities is allowed to keep some stock for future sale without the need to set a share price at the time of qualification. After the offering is approved by the SEC, companies have the right the offer stock at various prices over a period of time with the new Reg A+. In a Reg A offering the offering statement is qualified by the SEC and the offering is made by the offering circular.  At the time of the sale pricing information is filed after sale as a supplement which does not require the SEC review. First you need to understand the difference between amending and supplementing ...

Under the Securities Act of 1933 all offerings must be registered with the SEC or be exempt from such registration. Regulation A contains rules that provide exemption from the registration requirements. It's main purpose is to allow small and medium sized companies to access more capital because cost for registration with SEC are to high and only accredited investors are allowed to participate on the offering. On March 25, 2015 Securities and Exchange Commission adopted final rules to implement Section 401 of Jumpstart Our Business Startaps (JOBS) Act. As a results Reg A was split into two different tiers. Tier 1 for securities offering of up to $20 million in one year period and Tier 2 for securities offering of up to $50 million in a one year period. The final rules for offerings under Tier 1 and Tier 2 are built up on already existing Reg A, with some modifications. Both Tiers must meet certain basic requirements like company eligibility requirements, bad actor disqua...

As a response to the 2008 nationwide housing market crisis, congress passed the "Jumpstart Our Business Startup Act"  (JOBS Act) on April 5, 2012. Regulation A existed prior to the JOBS Act it was primarily focused on a small businesses and often went unused because of the $5 million offering limit.Updated Regulation A, sometimes called Reg A+ allowed more flexibility and higher raises in capital. Regulation A  (Reg A) is an exemption from registration requirements instituted by the Security Act of 1933. Companies utilizing exemption are given certain advantages over companies that must fully register. This allows qualifying companies to raise capital from the public without taking an excessive cost and legal  requirements needed for a traditional IPO. Originally the offering was exempt under Reg A if the securities sold in year value 5 million or less, the issuer files offering statement with the SEC, the issuer must give buyers documentation s...

In this memo, the benefits OTC shell companies stand to gain in Tier1 under the Reg A+ will be the main subject.  All transactions involving the trade of securities in Tier 1 conducted within the provision of the Reg A+ is mandated to be in accordance with the regulations enforced by the Blue Sky laws. The trading operations in Tier 2 are not bound by these regulations and the highest demand from the state is limited to requesting that the company files a Form D, it is also not mandatory for the Tier 2 offerings to be presented to the state for review. We see a better future for the corporate world with the new structure being implemented for the Reg A+. This will make it easier to generate the needed funding capital and revive the Shell companies classified as non-reporting OTCs. The “Blue Sky” law is the term given to the laws governing transactions involving state securities. It is mandatory for companies to obey the state and federal laws when trading existing or new secur...