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Microcap & Penny Stocks : The New Corporate Vision Inc. ( CVIA ) -- Ignore unavailable to you. Want to Upgrade?

To: Playin my Cards who wrote (1310)	3/16/1999 10:39:00 AM
From: Dr. Jay	Read Replies (1) \| Respond to of 3596

I'm curious why are we still showing interest in WOTD? IMHO there's NO value in tracking them. This is not an attack, just an observation. The only thing WOTD will do for CVIA is give us our money back: in a timely manner!

To: Playin my Cards who wrote (1310)	3/16/1999 11:56:00 AM
From: JohnO	Respond to of 3596

I got the below info from this site. Aren't you glad you asked what a D-504 is;) sec.gov II. FORMS A. Form D The Commission currently requires the filing of Form D by an issuer that engages in an unregistered offering of its securities in reliance on an exemption under Regulation D or Section 4(6) of the Securities Act. For each claimed exempt offering, an issuer must file a Form D with the Commission no later than 15 days ==========================================START OF PAGE 7====== after the first sale of securities. Form D requires the issuer to disclose basic information concerning the identity of the issuer and the offering, including the exemption being claimed and information regarding the offering price, number of investors, expenses, and use of proceeds. An issuer also may use the Form to give notice to state securities regulators of its reliance on the Uniform Limited Offering Exemption ("ULOE") -[38]- for its securities offering exemption in states that have adopted ULOE and Form D. The Commission proposes to amend Form D to eliminate the federal requirement that issuers file Form D when relying on the Regulation D or Section 4(6) exemptions. -[39]- A Form D typically provides only minimal information about the issuer and the offering. Moreover, the Commission does not require an issuer to file a notice when making offerings under certain other exemptions from Securities Act registration, such as an intrastate offering under the Rule 147 safe harbor. -[40]- ---------FOOTNOTES---------- -[38]- See NASAA Rep. (CCH) 6201. The North American Securities Administrators Association, Inc. ("NASAA") adopted the ULOE in 1983 to provide a model blue sky exemption for certain offers or sales of securities that are sold in compliance with Rules 505 and 506 of Regulation D under the Securities Act. The purposes of the ULOE are two- fold: to create a state limited offering exemption that is compatible with federal exemptions and to create a uniform exemption that could be adopted by the states. -[39]- In 1994, 7,494 filings on Form D were made. From January through October 1995, 6,066 filings were made. -[40]- 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11). ==========================================START OF PAGE 8====== Certain information regarding unregistered sales, similar to that provided in Form D, is currently required by Item 701 of Regulation S-K, -[41]- which applies to an issuer registering an initial public offering or other offering of securities on Form S-1, as well as to a foreign private issuer registering an offering of securities on Form F-1. Small business issuers are required to disclose similar information pursuant to the requirements of Form SB-1 and the requirements of Item 701 of Regulation S-B, -[42]- which applies to offerings registered on Form SB-2. -[43]- Although the additional information provided in Form D is of minimal usefulness for federal purposes, the Commission notes that many states appear to find that Form useful. The Commission recognizes that a single federal form has obviated the need for multiple state forms for the purposes of ULOE. Thus, the Form has had the effect of creating a uniform state approach to ULOE notifications. As a result, the Commission proposes to retain Form D, but to eliminate the Form D filing requirement for the Regulation D and Section 4(6) exemptions. The Commission proposes to amend Rule 503, which sets forth the notice filing requirement for ---------FOOTNOTES---------- -[41]- 17 CFR 229.701. -[42]- 17 CFR 228.701. -[43]- The Commission has proposed to require disclosure requiring unregistered sales on a quarterly basis, including information about sales pursuant to Regulation D. See Release No. 33-7189 (June 27, 1995) [60 FR 35656]. ==========================================START OF PAGE 9====== issuers claiming a Regulation D exemption, to require issuers to prepare and retain the Form D notice after the first sale of securities. As proposed, Form D would be required to be retained by the issuer in its records for at least three years after the first sale of securities made in reliance on Regulation D, subject to possible inspection by the Commission's staff. Since the requirement to file Form D would be rescinded, the Commission proposes to eliminate Rule 507, which provides that an issuer is ineligible to claim a Regulation D exemption if it has previously been subject to a court order for failing to comply with the notice requirement of Rule 503. The Commission looks forward to working with NASAA in reconciling differing federal and state regulatory needs with respect to Form D. Comment is requested as to whether Form D is useful to investors and issuers. Should Form D be rescinded altogether? Does Form D provide information that would not otherwise be available in other disclosure documents? Should the Commission require issuers to prepare and retain Form D only if they are required to file the Form for state securities law purposes? Rather than require the preparation of the Form at all, should the Commission require issuers to have available upon request by the Commission or its staff the information currently contained in Form D for a three-year period? Would the elimination of the Form D filing requirement for Regulation D purposes hinder the securities offering exemption program in those states that have adopted ULOE and Form D? Are there any states that require a ==========================================START OF PAGE 10====== Form D in Rule 504 offerings and is it necessary to maintain a Form D recordkeeping requirement for offerings pursuant to Rule 504? Should Form D be revised to reflect its primary usefulness for state regulatory purposes, and if so, how? Is a recordkeeping requirement for Form D reasonable, and if so, would a shorter period, e.g., one year or two years, or longer period, e.g., five years, be more appropriate? The Commission solicits comment on whether Form D should be eliminated for Regulation D purposes, but retained for the purposes of Section 4(6). If Form D is retained for Section 4(6) purposes, should issuers be required only to prepare and retain, rather than file, the Form? If the proposal to require quarterly disclosure of unregistered sales is adopted, would this adequately substitute for the information provided by Form D with respect to issuers required to file reports with the Commission? Would this create an information gap with respect to non-reporting issuers? Should Form D be eliminated only if the Commission adopts this proposal?