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By Invitation Only!

Reg D is an exempt transaction or safe harbor under the Securities Act of 1933 (the prospectus act). An accredited investor is an important definition for the SIE exam, the Series 7 exam, and the Series 65/66 exam. Accredited investors can accept invitations to invest in Reg D private placement. The offering document used is a Private Placement Memorandum NOT a prospectus. Prospectus is for securities that are registered. The securities being offered in a Reg D are unregistered. An investor with a net worth of $1 million exclusive of their primary residence or has $200,000 in annual income for the last two years with the expectation of $200,000 this year or $300,000 for the last two years with the expectation of $300,000 is accredited. Making a general solicitation/advertising would only be allowed 506c Reg D offering. No non accredited investors. 506b would allow for up to 35 sophisticated non accredited investors but would not allow for general solicitation or advertising. The securities offered in the Reg D are not registered with the SEC because they are being offered in an exempt transaction or safe harbor under '33 The securities are also not registered with the state under the Uniform Securities Act because the securities being offered in a Reg D are federally covered.