This outline is designed as a basic guide for companies seeking to raise money publicly via a fully registered offering. A direct public offering is designed for small business issuers - enabling companies to raise money or equity capital themselves without the use of a licensed securities underwriter who can be very costly and unwilling to work on smaller projects. It is basically a grass roots financing aimed at a company's customers, suppliers, friends, family, business associates and other investors. It is important to note, however, that a direct public offering is usually not successful unless the issuer (your company) has a reasonable idea on how they will raise capital before they are licensed to sell shares in their Company to the public.

Raising capital through a direct public offering (debt or equity) is a great way for a company to finance the launch of a new business or product line or take the company "public". The benefit of this type of public offering is that it allows your Company to approach prospective investors (including customers) through cold calling, newspaper advertisement, direct mail, radio, or seminars.

The development of each direct public offering package follows essentially the same process. To receive maximum benefit from the services offered by GoPublicToday.com, Inc., our firm's guidance should be utilized from the outset. A correct start will help your company avoid costly legal issues, time-consuming additional work, and unnecessary delays and expenses.

Small Corporate Offering Registration (SCOR)

The Small Corporate Offering Registration (SCOR) was designed with the small business securities issuer in mind. It allows small companies to raise equity or debt capital in state offerings that are exempt from registration with the Securities and Exchange Commission. It is designed to streamline the state public securities review process by using standardized forms and review. Audited financial statements are required. Each state separately reviews the company's filings and issues a permit allowing general solicitation to the public in that state; permits are usually issued within 30 days (in the case of Nevada) or may take up to 6 months (in the case of California), depending on each state's regulatory standards. This form of registration is available to small securities issuers pursuant to Regulation D, Rule 504, of the Securities Act of 1933, as amended, and allows small companies to raise up to one million dollars in an equity offering with certain limitations and guidelines. This program was developed by the North American Securities Administrators Association and was designed to be used in conjunction with each state's registration by qualification blue sky law. This program has been adopted by almost every state.

State Registration by Qualification

This method of registration allows companies to raise moneys publicly through an equity or debt offering and is usually used in small securities offerings that do not qualify to use SCOR but are made under exemptions from federal review. Each state administrator will review the offering based upon the merits of the offering and the guidelines set forth by the blue sky law and rules promulgated thereunder. This method of registration of a securities offering allows the maximum freedom to small issuers and does not have the added rules that are a part of the SCOR program.

The Process Explained

The end result of a direct public offering process is that you will be able to solicit customers and the general public to invest in the securities of your company. In addition, these securities (normally common stock), once they have come to best in an investor's hands, are considered to be "free trading" which allows a company that has successfully conducted a direct public offering to apply for listing on a public securities exchange. Below is a short synopsis of the process of positioning a company to conduct a direct public offering. Go Public Today and its network of securities professionals can guide you through this process.

• Initial Corporate Preparation
  Develop and maintain an accurate corporate minute book. This is required for the Company to apply for a public offering permit.
  
  
• Filing Preparation
  Develop the offering circular, i.e. prospectus; Form U-1 -Uniform Application to Register Securities; Form U-2 - Uniform Consent to Service of Process; and other miscellaneous required documents to publicly register your Company to sell its securities.
  
  
• Obtain a License
  Identify the individuals that will solicit investorsa dn obtain the necessary licenses in the states in which you will seek investors.
  
  
• Market Your Securities
  Once you have received your Permit and License, you may offer securities of your company withing that state, subject to compliance with applicable securities laws.
  
  
• Listing
  Upon completion of the offering you may work with a registered broker/dealer to appply for trading on the Over-the-Counter Bulletin Board (OTCBB), or the Pink Sheets.
  
  

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