Bruce, I'm still looking at your Form D. Now this is a small point but perhaps you can explain it. In Section C, #1 You have indicated your intention to sell $1,000,000 in aggregate and that you have already sold $20,000.
But in Section C #2 you indicate that you have sold $10,000 worth to 2 accredited investors and left non-accredited investors blank for only a total of $10,000 overall to 2 investors.
Do you think you could explain this apparent inconsistency?
1. Enter the aggregate offering price of securities included in this offering and the total amount
already sold. Enter "0" if answer is "none" or "zero". If the transaction is an exchange offering,
check this box o and indicate in the column below the amounts of the securities offered for exchange
and already exchanged.
Type of Security Aggregate Amount Already
Offering Price Sold
Debt. . . . . . . . . . . . . . . . . . . . . . . . . $___________ $___________
Equity. . . . . . . . . . . . . . . . . . . . . . . . $_1,000,000_ $__20,000___
X Common o Preferred
Convertible Securities (including warrants) . . . . . $___________ $___________
Partnership Interests.. . . . . . . . . . . . . . . . $___________ $___________
Other (Specify ________________________________). . . $___________ $___________
Total. . . . . . . . . . . . . . . . . . . . . . . . $_1,000,000_ $__20,000___
Answer also in Appendix, Column 3, if filing under ULOE
2. Enter the number of accredited and non-accredited investors who have purchased securities
in this offering and the aggregate dollar amounts of their purchases. For offerings under Rule 504,
indicate the number of persons who have purchased securities and the aggregate dollar amount of their
purchases on the total lines. Enter "0" if answer is "none" or "zero."
Number Aggregate
Investors Dollar Amount
of Purchases
Accredited Investors. . . . . . . . . . . . . . . . . _____2______ $_10,000____
Non-accredited Investors. . . . . . . . . . . . . . . ____________ $___________
Total (for filings under Rule 504 only) . . . . . . . _____2______ $_10,000____
Answer also in Appendix, Column 4, if filing under ULOE |
