Our firm will design Private Placement Memorandums (PPM’s) pursuant to Regulation D of the Securities Act of 1933 (the “Act”) for companies seeking to solicit and raise private investment funds for development and growth. The memorandum will be designed to be offered to a maximum of thirty-five “non-accredited” investors and an unlimited number of persons who meet the definition of “accredited investors” set forth in Rule 501(a) of Regulation D promulgated under the Act. The Units to be offered in the memorandum will rely upon a transactional exemption from the registration requirements of Section 5 of the Securities Act of 1933. (See U.S.C.A. Section 77a et. seq., as amended). This transactional exemption is available under Regulation D, Rule 505 or 506, of the Act (See 17 C.F.R. Section 501-508) and essentially limits solicitation for investment funds to friends, family and prior business acquaintances.