What is a Rule 504 D Offering?

Rule 504 : Offerings allow a business to raise a maximum of $1 million, less the total dollar amount of securities sold during the preceding 12 month period, under Rule 504, Rule 505 or Section 3 of the Federal Securities Act. The Exception is Montana and Alaska which your are limited to $500,000 however they have no disclosure laws applicable to the offering. For the states that do have disclosure laws, which are 48 out of the 50 states, a business can raise up to $1,000,000. Rule 504 has no prescribed disclosure requirements, no limit on the number of purchasers, and no investor sophistication standards.


SEC Regulation D, Rule 504

Rule 504 of SEC Regulation D (17 CFR 230.504) exempts from federal registration offerings of up to $1 million to be raised in a 12 month period.

This exemption can work for an  offering in two ways:

(1) If the entrepreneur chooses to make the offering available only to accredited investors by limiting the offering to states where the Model Accredited Investor Exemption (MAIE) or a similar state exemption has been adopted, then the securities offering is not required to be registered with those states. This is known as the "Model Short Form" Option, or;

(2) If the entrepreneur chooses to offer to the general public (or to accredited investors residing in a state(s) that has not adopted the Accredited Investor Exemption:

or a similar state exemption) then the offering must be registered with every state where the issuer wishes to sell the securities. Any sale of securities under Regulation D, the Entrepreneur must file a Form D with the SEC no later than 15 days after the first sale has been completed. In addition, most states will also require the filing of the Form D for sales made in those states. Many states may also require a "Consent to Service of Process" (Form U-2) to be filed and others states may require additional forms to be filed. Please check with each state regulator for the specific filing requirements.

New Amedments To regulation 504 D 4/7/99

SEC Rule 1001

SEC Rule 1001 (17 CFR 230.1001) recognizes state exemptions that are based upon a "qualified purchaser" exemption. Companies may list their Rule 1001 offerings on business partners but it should be noted that the definition of a "qualified purchaser" is different than an "accredited investor." Currently, only California has adopted a qualified purchaser exemption that qualifies under SEC Rule 1001. California companies or companies with business in California are exempt from federal and state registration of offerings of up to $5 million if the sales are made only to "qualified purchasers" as defined by paragraph (n) of section 25102 of the California Corporation Code.

Please click here for an updated list of states that have adopted qualified purchaser exemptions.

SEC Regulation A

SEC Regulation A (17 CFR 230.251) exempts from federal registration offerings of up to $5 million to be raised in a 12 month period. To list on business partners utilizing the Regulation A offering exemption, the issuer must file an offering statement with the SEC and with states where the issuer wishes to sell securities. Once the offering has been reviewed and deemed qualified by the SEC and relevant states, the offering can also be activated on the Company Database for potential investors to view. is designed to work with Model A (of Part II, the disclosure document) of Form 1-A (which is identical to the Form U-7).

SEC Regulation D, Rules 505 and 506

Generally, securities regulators regard securities offerings on the Internet to be public offerings engaging in a general solicitation. Private placement offerings, such as SEC Regulation D, Rules 505 and 506, may not be listed on Business Partners (Main site)s ince general solicitation is not permitted. Business partners is designed to work with NASAA's Model Accredited Investor Exemption. This exemption combines the best of both public and private offerings because under the exemption, small companies may generally solicit accredited investors without having to register the securities offerings with the state(s). Business Partners will soon offer a private placement library to display tombstone ads for state and federal registered companies only.

The Model Accredited Investor Exemption

The North American Securities Administrators Association (NASAA), the association of state securities regulators, drafted and approved a "Model Accredited Investor Exemption" during its 1997 Spring Conference. When adopted by individual states, the Model Exemption provides a new exemption from registration of securities at the state level for small companies that offer and sell their securities exclusively to "accredited investors." The Model Exemption is based on the premise that accredited investors are capable of undertaking their own due diligence and gauging the risk factors before making any investments in small companies. At the federal level, the Model Exemption works with the SEC Regulation D, Rule 504, to provide an exemption for sales under $1 million.

Background of the Model Accredited Investor Exemption

One of the biggest concerns for small, growing companies is access to equity capital.

The two traditional ways of raising equity capital are through registered public offerings or through private placements. If a small company does not have an identifiable affinity group to sell public shares of stock, the registration of a securities offering may be very costly and the outcome unpredictable. As for private placements, many small companies may not have an abundance of prior business relationships in order to cultivate potential investors. In response to this dilemma, state securities regulators have put together regulatory exemptions that bring together the best of both types of raising capital -- the Model Accredited Investor Exemption.

The Model Exemption is a simpler version of California's 25102(n) exemption (the "Qualified Purchaser" Exemption). The SEC in adopting Rule 1001 recognized the California exemption and permitted California companies to raise up to $5 million under the exemption. At the time the SEC adopted Rule 1001, Arizona, Missouri, Texas and Wisconsin had adopted accredited investor exemptions.

In response to the emerging exemptions, NASAA decided a model exemption would help create more uniformity for small businesses trying to sell securities to angel investors and venture capitalists. In addition, the Model Exemption will allow the states to channel money into securities law enforcement that might otherwise be spent on reviewing securities offerings. The Model Exemption was adopted at NASAA's Spring Conference in April of 1997.

Elements of the Model Accredited Investor Exemption

The Model Exemption provides for a limited general announcement to the public and permits additional information may be provided to accredited investors through an electronic database like The elements of the Model Exemption are:

To see the complete text of the Model Exemption please refer to the "Model Accredited Investor" under t. For a list of states that have adopted the Model Exemption please click here. In addition, more information can be found at the NASAA website at

The Model Accredited Investor

 Under the Model Exemption, an issuer may only provide very limited general information in the general announcement to the public. However, the Model Exemption allows an issuer to provide whatever information the issuer deems essential to be stored in an electronic database and to be view solely by accredited investors. There is no requirement on the amount of information that must be submitted to the accredited investor.

It is best to use the Form U-7

that is recognized by 49 states. The Short Form requires the issuer to provide the most basic information on the company (a subset of the questions of the Form U-7) and then gives the issuer the option of attaching a Business Plan, Executive Summary or completing the rest of the Form U-7. The basic information required by business partners is the same information as is required by SEC Form D.

Model Accredited Investor Exemption Filing Requirements

The filing requirements are set out in last section of Part (I) of the Model Exemption. The issuer of securities must, within 15 days after the first sale in that particular state, file with the state commission/division:

  1. a notice of transaction (generally, SEC Form D),
  2. a consent to service of process (generally, NASAA's Form U-2),
  3. a copy of the general announcement, and
  4. the state designated fee.

Please check with each state's securities commission to find out the exact filing procedures, forms and fees to be used. A list of states that have adopted an accredited investor exemption and filing information can be found under the "What's New" section.


Here is what you get: Of Course the Non-Disclosure Agreement professionally done so as to protect but not chase off investors.

An MLM Business Plan 504D Executive Summary AND 504D paperwork ....  Loaded with Color Charts and statistics and logic to support you. An Executive Summary MUST be powerful since $$ investors read it first. Investors have piles of Business Plans land in front of them. THE MLM BUSINESS PLAN KIT is designed to make your offering a BEST SELLER because of the color graphics indicating deep research into the areas concerning and kind of person to person selling and the use of any Multi-Level referral sales.

 The Trick of getting money at a favorable rate is easy if you have the tools. Favorable rate means that you give away less than 49% of your corporation (you retain control) for as much money as you need. The structure of your business plan and how good it is determines how much money you get for investors. This is no tale, one of the people using the chassis of this Business Plan Kit got $800,000 for starting his company for 20% of his Corporation. The money did not come from “Angel Investors” either! He worked the market! Those secrets will be revealed how to market your self, your company, and the business plan that will result from this kit.

You get the Most Advanced Business Plan Kit in The World For MLM, Party Plans or Affiliate Marketing in the World. It provides some of the best information and direction possible. You get much, much more information than you need. It is a lot easier to edit out information than to try to find it or create it!

Best MLM Business Plan - A lengthy complete business plan that you can edit up or down and alter to your own needs. You can insert or remove sections to it. You get over twelve (12) other types of business plans to draw information from if you need to too!

MLM BUSINESS PLAN Best Spreadsheet- Explanations in standard Microsoft Word - this is the explanation sheet for each line on the spreadsheet to follow. You will want to include them in the financial section in the Business plan above. Once again these are a unique selling concept to explain the complexities of the MLM, Party Plan, or Affiliate Marketing program. Investors put money into what they understand and those they trust. You are presenting a Business Plan that is far beyond the other competition for investor money.

Use of Proceeds – an unusually twist to business plans where the Use Of Proceeds is included in the proforma section of the Business Plan and tied into the spreadsheets. We this unique practice we have found that it increases the capability of the business plan to get you money. Why? It answers the questions that ALL investors have, which is where is my money going and what is it going to be used for!


GET $1,000,000! (one million dollars) legaly Stay Out Of Jail!

Our Business Plans Work -- Start and stay legal with A Reg 504D APPROVED Complete MLM Plan

We are honest! If you look at the very bottom of this page you will see the contents of this MLM, Party Plan or Multi-Affiliate kit! It will take your breath away! It would take a person that does not know MLM or Party Plans a year to get all this information together, and even then they would not understand how to put it all together!

Most MLM related business plans fail because people don’t know what to put in them. You need to start with a working Reg 504D approved (to raise money under a million) plan. If you don’t, you have lost credibility if your potential investor knows what the format and structure should be of a LEGAL business plan. If you don’t have the facts and figures and the wording to do a successful plan, OUCH! For example how do you figure growth of an MLM company so that it is realistic? How about an automated spread sheets? Wow!

Your Kit Includes: A Reg 504D MLM and Party Plan business plan that is used for raising up to 1 million dollars without hassles. Plus you get 12 other examples of MLM, Party Plan and Multi- Affiliate business plans fully done. The kit also includes Business Plan Excel spread sheets for Performa’s. The MLM Business Plan spreadsheets are fully automated so that you can “what if projections” for different costs of goods sold and compensation plan pay outs. If someone else does your Business Plan tell them to buy this to get the right info!

 Instructions for using the MLM, Party Plan and Multi-Affiliate Kit in MS Word, With the big Legal Reg 504D ready for your changes, as well as spreadsheets, current graphics and subscription forms for investors.

This is not a Skimpy MLM Business Plan In MS Word! It is a legitimate made easy MLM & Party Plan Business Plan Kit with Full MLM charts, wording, graphs and spreadsheets and plenty are there!

This Kit provides a quick MLM Business Plan chassis for you to change the lead Reg 504D BP to come up with your own customized business plan for your company quickly. This package includes 2 hours of consulting on the business plan instruction and insights. You can then do it yourself!

Doesn’t Take A Computer Expert! The Excel spreadsheets are set up and automated; it will take a little basic knowledge of Excel Spread Sheets to use them. Most of the teenagers in your neighborhood know Excel and work cheap. The basics of this package have resulted in millions in investment funding. The lead Reg 504 D plan ends up around 50 or more pages with the spreadsheets for the Performa. The ten other extra BP’s? Cut and paste things you like to Reg 504D plan on CD1 or use them like they are!

Plus 2 Hours of Consulting With A Business Plan Expert! This is like icing on the cake this person charges $300 an hour for consulting! The insights you may get can double your income.




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Please understand that most of the files shown on this Disk are already in the MLM 1-B-Best Biz (Business) Plan. They are included so you can use them in other part of the MLM business plan or modify them. So this Disk is not as complex as it looks like!


1 ConfidentiallityAgreement . 3/30/2009


1-B-BEST BPLAN 504D.doc 570 KB 4/6/2009

2 B Spreadsheet Row Explantion 61 KB 4/5/2009

2 B Tech Explanation Excel 60 KB 4/5/2009

3 Use of Proceeds Ex Small.. 29 KB 3/30/2009

3 Use of Proceeds Examples $1 mil.. 3/30/2009

3 Use of Proceeds Examples $1 mil 4/5/2009

4 A Spread Sheet Example use this 4/5/2009

4 C Spread Sheet Example use this 4/5/2009

4-B-Spread Sheet Example or use this 4/5/2009


6 charts Dist gain for selling plan 4/6/2009

6-Chart-Notes-2000.doc 3/31/2009

6-Chart-Youth.xls 23 KB 4/1/2009

6-MLM-Explain-distribut.. 16 KB 4/5/2009

6-Notes-Internet.doc 138 KB 3/31/2009

7-Graphs For Internet.doc 59 KB 2/1/2001

9BestBusinessPlanPart1... 220 KB 3/30/2009

9BestBusinessPlanPart2.. 111 KB 3/30/2009

Age2001.xls 19 KB 3/30/2009

babyboomer_graph.jpg 17 KB 1/11/2009

Chart-retail2004.xls 32 KB 3/30/2009

Est Global Retail Sales.. 30 KB 4/1/2009

Est Global Sales Force... 28 KB 4/1/2009

Est US Retail Direct Sa.. 32 KB 4/1/2009

Estimated US SalesForce.. 30 KB 4/1/2009

GLobal Sales up to 2002.. 30 KB 1/11/2009

Internet Users.JPG 21 KB 4/1/2009

percent adults taking v.. 19 KB /30/2009

percent adults taking v.. 36 KB 4/1/2009

percent of Available US.. 18 KB 4/1/2009

Percent of Available US.. 28 KB 4/1/2009

Percent Salespeople by .. 33 KB 4/1/2009

percentofsales-piechart.. 32 KB 2/10/2009

Population of Youth Gro.. 16 KB 4/1/2009

Project Growth 40 and o.. 51 KB 4/1/2009

Salespeople by gender.JPG 20 KB 4/1/2009

Salespeople by hours wo.. 21 KB 4/1/2009

Years to reach users.JPG 24 KB 4/1/2009


These MLM Business Plans are different subjects and companies for you to get ideas out of for the main business Plan on CD #1

! !CD 2 Read Me.doc 24 KB 4/6/2009


!Bplan Co op USA-cleane.. 264 KB 4/5/2009


!Bplan Debit Card Inter.. 751 KB 4/5/2009


BP Internet Mkting-clea.. 990 KB 4/5/2009


Bplan Internet-cleaned.. 127 KB 4/5/2009


Bplan example Latin Ame.. 551 KB 4/5/2009


Bplan Exec Sum Internet.. 34 KB 4/5/2009


Bplan Multicultural His.. 178 KB 4/5/2009

Bplan Party Plan-Cleane.. 2389 KB 4/5/2009

BPlan Personal Care-cl.. 649 KB 4/5/2009

Bplan-Harvard Biz School.. 496 KB 4/5/2009

BP-Party Plan Strong Pe.. 110 KB 4/5/2009

Exec Sum Quickie for An.. 65 KB 4/5/2009

Exec Sum Quickie for An.. 600 KB 4/5/2009

W - Memo Draft Register.. 435 KB 4/6/2009


These extra Automated MLM spread sheets are for you to chose from to use they are different subjects like web info subscription or party plans.

! !Explanation Exce.. 186 KB 4/6/2009

! !Practice Spreadsheet.. 61 KB 3/30/2009

! !Practice Spreadsheet.. 65 KB 3/30/2009

! !Spreadsheet Example .. 68 KB 3/30/2009

BexampleExcel-1.xls 52 KB 4/5/2009

BexampleExcel-2.xls 80 KB 4/5/2009

Bp Spreadsheet.xls 80 KB 4/5/2009

Bplan SpreadSheet Latin.. 42 KB 3/30/2009

Bplan- SpreadSheet Web .. 92 KB /30/2009

Example Sheet.xls 80 KB 4/5/2009

Extra Spreadsheet Asia... 70 KB /30/2009

Extra Spreadsheet2.xls 68 KB 3/30/2009

Gambling Site subscript.. 80 KB 3/30/2009

Spread Sheet - Canadian.. 29 KB 3/11/2009

Use of Proceeds Interne.. 78 KB 3/28/2009

Web Ad subscription mem.. 43 KB 3/30/2009


There are major subject headings for

getting money based on your MLM Business Plan, information on Party Plans and Affiliate Plans for you to work with. Also there are older charts and graphs to work with to become an expert chart maker

! !READ ME FIRST .. 25 KB 4/6/2009

! ! INVESTMENT SALES.. 31 KB 4/5/2009


! !Insert Multiple Po.. 67 KB 4/4/2009

! !Good Internet Phras.. 79 KB 4/5/2009


!!Chart-Youth.xls 25 KB 4/4/2009

!Chart Pie Percent of a.. 130 KB 2/1/2009

!HIGH TECH Proceeds.doc 66 KB 4/4/2009

!MLM GOOD-web ads suck.. 28 KB 4/4/2009

!Plug in Age wave.doc 46 KB 4/4/2009

!Plug In Bricks and Mor.. 29 KB 4/4/2009

!Warren Buffett and PAM.. 79 KB 4/5/2009

~$art Bubbles.doc 1 KB 4/4/2009

1998 MLMco For Research.. 39 KB 4/5/2009

2000 MLMCo For Research.. 52 KB 4/5/2009

2002 MLMco For Research.. 316 KB 4/5/2009

2003 MLMco For Research.. 176 KB 4/4/2009

2004 MLMco For Research.. 556 KB 4/5/2009

6 Economy-BizCycle1920-.. 21 KB 4/5/2009

6 Economy-increase-dist.. 20 KB 4/5/2009

6-Graph-Opportunities.xls 30 KB 4/5/2009

Ball Graph.doc 118 KB 4/4/2009

BusCycle1.xls 30 KB 4/5/2009

BusCycle2.xls 24 KB 4/5/2009

Businesses Ask VoIP to .. 62 KB 4/4/2009

Chart age old.xls 24 KB 4/1/2009

Chart-Age Old.xls 53 KB 4/5/2009

Chart-Age2001 old.xls 25 KB 4/1/2009

ChartBusCycleBest.xls 26 KB 4/5/2009

Chart-retail2000 old.xls 36 KB 4/5/2009

Chart-retail2000.xls 25 KB 4/1/2009

Chart-retail-old.xls 24 KB 4/1/2009

Cost Worksheet Small Co.. 17 KB 4/4/2009

Internet Growth old.doc 54 KB 4/4/2009

MLM-retailsales.xls 32 KB 4/5/2009

Old bubble chart.doc 777 KB 4/5/2009

retail chart old.xls 16 KB 4/5/2009

Spanish use English.gif 10 KB 7/18/2003

Thumbs.db 39 KB 4/1/2009

U- CRM important.bmp 82 KB 5/15/2002

U- Employees at work.bmp 90 KB 8/29/2002

U- Measure Online Marke.. 84 KB 8/29/2002

U-!Problems-OnlineMarke.. 25 KB 7/22/2003

U-Economy-Internet 2002.. 10 KB5/22/2001

U-Internet Learning.gif 8 KB 12/26/2001

U-MoreOnline-longer.jpg 35 KB 5/25/2001

Viral Marketing-Goodin... 8 KB 10/30/2001

Voip Chart thru 2006.gif 6 KB 10/21/2001

Voip Current Corporatio.. 11 KB 12/8/2004

Voip Implementation 200.. 9 KB 12/8/2004

Voip Use 2009.gif 4 KB 12/8/2004

Voip use by Corporation.. 12 KB 12/8/2004

Voip World Wide 2006.gif 5 KB 12/8/2004

World Ebiz regions.gif 9 KB 7/23/2001

End of the 4 CD Roms that make up the worlds best MLM, Party Plan or Affiliate Program Business Plan chassis in the world.

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