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Welcome again to everyone who is able to join us today this is our presentation on private offerings using Regulation D and interest state exemptions my name again is Patrick had Adam and I am a partner with the Caruso law firm in Detroit so without further ado we have the presentation on the screen now and hopefully everyone can see it and hopefully everyone can hear me if there are any issues with audio or fish or or a video perhaps use your question-and-answer queue to alert Linda to that the screen we're looking at now shows the topics that we are going to discuss today I'm going to take you through some background considerations we'll chat for a bit about intrastate offerings Regulation D offerings and then at the end we'll save some time for question and answers so the next slide is simply showing a background of relevant laws what you have in front of you now is a summary starting out with various federal laws and the Securities Act of 1933 that is a federal law that regulates the sale and offering of securities because it's a federal law it applies nationwide the tie to commerce is really what gives gave the Congress the authority to enact this legislation and there's various rules that are promulgated under this act by the Securities and Exchange Commission the SEC headquartered in Washington is the agency of the federal government which is charged with oversight of the Securities Act of 1933 as well as the other federal securities laws many of which are not referenced here in this slide in terms of rules that are issued and on the books by the Securities and Exchange Commission you have a few of them that are listed on the screen what is referred to as rule 1 47 and that rule provides an exemption for offerings that take place solely within state boundaries of a given state and there's various criteria that goes along with that and we're going to talk about that in a bit another common federal regulation that is often utilized is referred to as Regulation D and there are various alternative rules under Regulation D that provide a basis for exempting an offering from registration with the Securities and Exchange Commission there are rules 504 505 and 506 rules 504 and 505 are somewhat limited in that they have caps on the dollar amounts that can be raised over certain periods of time and other limitations and at least in my experience are not all that commonly utilized whereas rule 506 is much more elastic has no limitation on dollar amount n is very frequently used so a little bit later in the presentation today we're going to talk in more detail about that next listed on the slide is a reference to the Michigan Uniform Securities Act and that is the state of Michigan's Securities Act that act regulates various aspects of securities which takes
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