Acquiring Business Capital At No Cost!

Free information on Private Placements Reg. D 504, 505, 506,
Limited Partnership and SCOR stock offerings.

Raise capital for a business or idea without payments.

Very few know how or what to do to acquire money (capital). Read on to find everything you will ever need to know about acquiring capital without payments or putting up personal and or company assets. These proven methods listed below have been used to insure funding for start-up and expanding businesses.

One of the best ways to obtain money (capital) for a business is to sell private shares of stock in your business. The people that invest in your business are looking to share in future profits. You may wonder why it is not mentioned for you to go to a bank or the Small Business Administration. That's simple; it is not as easy to get a bank loan for a new or start-up business or an expanding business as you may think. In fact, it can be quite difficult. After preparing the proper documents, similar to the type of information that you need for a stock offering, you may be told time and time again that your company does not have enough of an operating history or not enough assets. Then you may ask, what about the Small Business Administration? Well, as you may know, the government is shrinking (down sizing). The criteria is much more limited for businesses to get SBA backing. The money that was once available is being drastically reduced.

But one of the worst things about bank (SBA) loans is that bankers don't come out and tell you about or remind you that there is additional overhead your business is going to need to figure into the budget for the interest payments, and in most cases, principle payments that start 30 days later. The interest payments can be quite costly and drastically effect your bottom line, not to mention the down side of losing everything you own if the business fails. These concerns and costs are just a few that come with borrowing capital.

What is the solution?

Raise money (capital) by issuing stock in your private company and in most cases only issue 10 to 35% of your company (depending on the amount of capital sought) so that you retain the majority of the shares and the control of your company. This can be done easily if you have the KNOWLEDGE. The best two things about stock offerings (which there are many) are NO LOAN PAYMENTS and NO RISK of your personal assets, such as your home, car etc. By selling and issuing stock in your corporation, it can be almost like having a license to print money. Each stock certificate represents money (capital) to your business.

There are three popular and distinct types of private (non-public) stock offerings: Regulation D Series (known as Private Placement Memorandum P.P.M.), Limited Partnership Offering (L.P.O.), and Form U-7, Small Corporate Offering Registration (SCOR). The Initial Public Offering (I.P.O.) and SB2 is for companies 5 million in net worth.

Contrary to popular belief, it has become easy to produce these private offerings and raise the money needed. Just like most other lengthy and detailed tasks, with the aid of the computer and the only software available for this purpose, the task becomes easy. Cambridge Financial Services has been preparing these different types of offerings for 25 years and have produced these software programs, extensive manuals and example documents, which are simple yet very informative. The step by step instructions make it easy for anyone. The work is done for you with these software programs which run on just about any computer. Just add your company's business details and print. Also, provided FREE are current, accredited and up to date investor listings, so when your stock offering is completed, all you do is label your offering and mail it off to active investors. What could be easier than that. There is a software program available for each of the three types of private offerings.

Our services and products surpass the competition in every way. Quality and customer satisfaction is paramount.

Where can you get these software programs? Click here for more complete information.

The cost of any one of these software programs is under $500.00. You can't get a securities attorney to spend more than a couple hours of his/her time with you for that. With these programs, you not only have the experience of securities attorneys, but of corporate attorneys as well. Thousands of hours and many professionals were involved to produce these cost and time saving software programs.

RULE 504: Simplifying the Sale of Stock:

A private placement, under Rule 504, can help you avoid many of the costly and time-consuming requirements usually associated with the sale of stock.

Raising capital for a small business can be expensive and time consuming, but a private placement under Rule 504 of Regulation D can minimize costs and delays while giving your business access to equity capital. If your business' current financing needs are under $1 million, consider the advantages of using this popular financing technique.

REGULATION D: A popular option

Most issuances of equity securities must be registered with the Securities and Exchange Commission. Registration documents include detailed disclosure, historical financial statements, and third party audits that take time to assemble. The process requires many hours of assistance by attorneys and accountants, and the SEC review can last from 20 to 60 days. Registration alone can cost a business thousands of dollars even before the offering makes any money.

A private placement, however, is EXEMPT from federal registration. Exemptions have always been available under the Securities Act of 1933 (the Act), but the original exemption provisions (contained in sections 3(b) and 4(2) of the Act) were vague and, therefore, risky for business owners to invoke.

In 1982, the SEC adopted Regulation D, which set forth objective and quantifiable rules for exemptions from federal registration. Offerings exempt under these rules 504, 505 and 506 have become the most common cost and time saving methods for small and growing businesses to raise capital from private investors.

Rule 506 provides an exemption for limited offers and sales without regard to the dollar amount of the offering. This exemption does not limit the number of accredited investors, but the number of nonaccredited investors may not exceed 35 investors. (An accredited investor is any one investor with a certain net worth and or experience in the purchase of stocks.) All nonaccredited purchasers, either alone or together with a designated representative must be sophisticated enough (i.e., have the knowledge and experience necessary) to evaluate the merits and risks of the investment. (An offering company typically determines the sophistication of its investors with a questionnaire subscription agreement.) Rule 506 requires detailed disclosure of relevant information to potential investors; the extent of disclosure depends on the dollar size of the offering.

A Rule 505 offering may not exceed $5 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 act. This exemption limits the number of nonaccredited investors to 35 but has no investor sophistication standards. Rule 505 requires disclosure similar to that required for Rule 506 offerings, under $7.5 million.

In a Rule 504 offering, a business can 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 act. However, a business can raise only $500,000 by the sale of securities to persons residing in the states of Montana and Alaska, which 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.

Rule 504 is the most commonly used Regulation D exemption. Offerings that are exempt under Rule 504 are relatively simple to prepare, which reduces cost and delay and can generally be underwritten by the offering company (the securities being sold by the company's own officers, directors and employees).

The Value of an Offering Document

Although Rule 504 has no prescribed disclosure requirements, you should always prepare and use an offering document for YOUR PROTECTION. The exemptions from registration provided by Regulation D do not include exemptions from the anti-fraud or civil liability provisions of any of the federal or state securities laws. These provisions are broad and include civil and criminal penalties for the misstatement or omission of facts that are relevant to making a fully informed investment decision.

If your company makes a Rule 504 offering without providing investors with an offering document, your company, its board, and its principals will be at an extreme disadvantage in defending themselves if your business is confronted with a securities fraud action.

A Rule 504 offering document does not require the detailed disclosure of a Rule 505 or 506 offering, but it should include the following information:

1. A description of the business being conducted and/or intended to be conducted along with the general development of the business during the preceding five years or as long as it has been operating, if the business is less than five years old.

2. A description of the principal products or services, their principal markets, and the methods of distribution.

3. A description and cost summary of any research and development activities during each of the last two fiscal years.

4. The number of full and part-time employees and their special qualifications.

5. A description of any special characteristics of the company's business or industry which may have a material impact on future financial performance. These may include existing or probable governmental regulations, dependence on one or a few major suppliers, unusual competitive industry conditions, etc.

6. Summaries of the principal factors that make the investment risky. These factors might include:

• An absence of an operating history.
• Lack of profitable operations in recent periods.
• The company's general financial condition.
• Lack of a trading market for the securities or restrictions against transfer.
• Conflicts of interest between the company and its management.
• Reliance on the efforts of a single individual.

7. If there is a material disparity between the offering price of the securities and the effective cash cost to officers, directors, promoters and affiliates for shares acquired during the preceding three years, there should be a comparison of such prices.

8. The uses and allocation of the proceeds.

9. A brief description, including the location and character of the company's principal facilities and other important physical properties. If any are leased, include the basic lease terms such as length of lease, rent, renewal options, etc.

10. Relevant information regarding directors, officers and significant employees. Include information such as ages, educational backgrounds and business experience, as well as any special information such as criminal convictions, bankruptcies, etc.

11. The aggregate annual compensation of the three highest paid officers and directors, and the total for all officers and directors.

12. The security ownership of each officer and director, and the identity of each person owning 10 percent or more of the company's shares. Also include the ownership of outstanding warrants or options to purchase additional securities by any of these individuals.

13. All significant transactions between the issuing company and any of its officers, directors or principal security holders within the previous two years or those presently contemplated.

14. A detailed description of the securities being offered. Include such matters as dividend rights, voting rights, liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, liability for further calls or assessments, restrictions against sale or transfer of the securities, etc.

15. A description of how the securities are being sold, the purchase price commissions percentage, if any, the minimum number of securities that must be sold for the placement to be effective, etc.

16. Financial statements that conform to Generally Accepted Accounting Principals.

It is necessary to provide accurate and complete information to prospective investors in order to eliminate potential liability. The exact scope of these disclosures will vary depending on your business and the transaction.

In most cases, there is a market for your company's securities, and a Reg. D Series Offering, Limited Partnership Offering, or a U-7 Offering can make sense. Most security offerings will require costly preparation and involve financial risk for your business, but a Rule 504 Private Placement, Limited Partnership, or U-7 can reduce costs and risks while enabling your company to obtain the growth capital it needs.

The information obtained from these procedures will form the basis of the offering documents, Form D (a simple statement of the offering and the only document that your company must file with the SEC under Rule 504 and U-7).

Once the offering documents are complete and the applicable state filings, if any, have been made, use them in connection with all offers and sales. Do not make any oral representations to prospective investors or give any supplemental documents that have not been reviewed by securities counsel. Generally speaking, if you give supplemental information to one potential investor, you should give it to all. This is especially true if the information in question alters the decision of the potential investor. Under these circumstances, it is most likely material information which you should have included in the first place. Disclose any additional material developments or changes in the terms of the offering in amendments or supplements to the offering documents, and distribute them to all offerees.

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Partnerships

The structure of your new business can greatly affect your financial results and potential exposure to litigation. Increasing litigation is often aimed at the business owner. The business owner may have an advantage, if organized in a manner that does not encourage litigation. Many frivolous lawsuits are pursued on a contingency fee arrangement, therefore, attorneys may not accept cases that do not have a "deep pockets" defendant.

An operating corporation, having little or no assets, but having the liability exposure, affords a first line of defense. A Limited Partnership, owning the corporate shares and business assets, may be an advantageous structure for your business, as an alternate structure to a "C" or "S" type corporation, a general partnership, or a proprietorship. Limited partnership equity shares have protection under law against judgements that other business structures do not.

A Limited Partnership is designed for limited liability for the limited partners and asset protection. Limited partners may have their liability limited to only the amount of their investment. A Limited Partnership, with the appropriate clauses and provisions, may afford protection against judgements and liens In the event of a charging order (lien), the general partner may elect to distribute no earnings, accumulating all earnings in the limited partner's capital account, for business purposes. The attacking party thus may receive no funds and in addition, be required to pay all income taxes on the amounts added to the partner's capital account. This element may discourage litigation against the business owner.

The offering circular for Limited Partnerships is designed to be used with a corporate general partner. It may be modified to be used with one or more individual general partners.

Business Organization For Protection of Assets

Limited Partnerships should be used by anyone planning a business for maximum asset protection and using a combination limited partnership, corporation, and living trust structural form.

Why use a limited partnership?

The Limited Partnership can offer liability of the investors limited only to the amount of the investment and protection of assets of the business from charging orders (liens). Today's business environment is characterized by lawsuits against "deep pockets". Today's entrepreneurs are well advised to take preventative action to prevent loss of assets or their personal time as a result of legal actions. In a limited partnership you would be the general partner with full responsibility for running the company, and the investors would be the limited partners, with legally no say in how the company is run.

Why use a corporate structure for the operating company?

The corporate structure can offer liability limited to the assets of the corporation. The major assets may be held in the limited partnership and leased to the operating corporation, leaving the operating corporation, who has the major risks, with little assets, thus being quite uninteresting to persons looking for a deep pocket for legal actions.

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Introduction

In recent years there have been attempts by state legislatures to simplify securities laws for small businesses wanting to sell stock to the public. Small Company Offering Registration (SCOR) is now legal and available in over 40 states, and the rest are likely to be on board soon. Once a company registers in one of the named states, stock sales can also be made in Delaware, The District of Columbia, and New York. For a current list of eligible states, contact the North American Securities Administrators Association at 202-737-0900. Even if your business is not based in one of these states, you may still register and sell your securities in the states which have adopted SCOR.

SCOR permits the sale of securities to an unlimited number of investors, accredited or nonaccredited. For this reason SCOR is known as a REGISTRATION BY EXEMPTION because it is basically a hybrid between a public offering and a private placement. SCOR was based on Uniform Limited Offering Registration Exemption (ULORE) in which provisions were used in the state of Washington. ULORE was a way for small companies to avoid the costs and complexity of public offerings by selling their securities only in their own state. SCOR stock sold under a SCOR offering can be freely traded in the secondary market, making the investments more liquid and thereby appealing to investors.

While companies filing a SCOR are subject to some requirements and an application process, SCOR securities can be resold into established secondary markets. Until recently, however, this was unlikely because most of the companies were too small to meet listing requirements on any of the exchanges. The Pacific Stock Exchange has created special rules and a review process for SCOR securities that will hopefully improve the secondary market for these offerings. In addition, various bulletin boards have been established on the Internet for SCOR securities, adding to the potential liquidity of these investments. As the Internet grows, so should the secondary market for securities in smaller companies.

While companies filing a SCOR are subject to some requirements and an application process, SCOR securities can be resold into established secondary markets. Until recently, however, this was unlikely because most of the companies were too small to meet listing requirements on any of the exchanges. The Pacific Stock Exchange has created special rules and a review process for SCOR securities that will hopefully improve the secondary market for these offerings. In addition, various bulletin boards have been established on the Internet for SCOR securities, adding to the potential liquidity of these investments. As the Internet grows, so should the secondary market for securities in smaller companies.

Under a SCOR offering, a company can advertise for investors, and sell securities to anybody who expresses an interest. Obviously, this gives businesses a much-needed tool for raising capital.

Small companies have successfully used SCOR to sell stock without a securities underwriting firm. This works particularly well with an established customer base or other supportive source of investors.

Form U-7 has been developed pursuant to the Small Business Investment Incentive Act of 1989 (now contained in Section 19 of the Securities Act of 1933) which prescribes state and federal cooperation in furtherance of the policies expressed in that Act of a substantial reduction in costs and paperwork to diminish the burden of raising investment capital particularly by small business, and a minimum interference with the business of capital formation.

Form U-7 is the general registration form for corporations registering under state securities laws, securities that are exempt from registration with the Securities and Exchange Commission (the "SEC") under Rule 504 of Regulation D. It is designed to be used by companies and their attorneys and accountants which are not necessarily specialists in securities regulation.

Historically, state legislatures have generally followed two approaches to the regulation of public offerings of securities, such as those made under Form U-7. Some states deal solely with the disclosure made to investors. In addition to disclosure, other states also apply substantive fairness standards to public offerings, in order to assure that the terms and structure of the offering are fair to investors. In particular, those standards are designed to require the promoters of the enterprise to share its potential risks and rewards fairly with the public investors. Those standards vary from state to state and as a general rule must be complied with by a company in order to register its securities in those states.

You may anticipate receiving comments from examiners in many of the states in which Form U-7 registration is sought. Depending upon the regulatory approach taken by the state, those comments may be limited to request for disclosure of additional information or may also require that certain terms of the offering be modified to comply with the state's substantive fairness criteria. Failure to resolve outstanding comments can lead to denial of an application for registration.

A company, prior to using Form U-7, may wish to contact the staff of the securities administrator of each state in which the offering is to be filed to review applicable substantive fairness standards. It may be possible to arrange a prefiling conference with the administrator's staff. The states that apply such standards may identify those standards in an appendix to these instructions or may use other means to make them available.

We have found that the competition does not tell you everything you need to know. We provide you with every detail for you to make an informed decision.

Be careful of anyone telling you the only way or the best way to raise capital is by using a SCOR offering.

SCOR offerings have their place and at times may be the proper method to use to raise capital, but don’t be lead into believing that SCOR is a one size fits all method. In many cases it is not the best method for a business. Due to the fact that each state you wish to sell stock in requires a comment and review process and each state charges fees for you to submit your offering, you can have a time consuming and costly procedure. Call us to help you evaluate which method will be best for your business.

Consulting services available.

A brief summary of Cambridge Financial Services. CFS has written and produced many types of stock offerings over the past 30 years. CFS is available for consulting and/or writing and producing these documents. We stay busy producing these documents, due to the fact that there are people that want to hand the task over to someone else while they concentrate on their business. The hourly rate is less than half of a securities attorney. CFS provides a package price so that the cost can be set and not to exceed the quoted price.

Are you busy starting and/or operating your business? Have Cambridge Financial Services do the work for you so you can concentrate on your business.

Our services now include all five methods of raising capital. Cambridge Financial Services has been writing/producing Regulation D Series 504, 505 and 506 Stock Offerings, Limited Partnership Offerings, and SCOR Stock Offerings for 30 years. CFS has the experience and knowledge to prepare all your offering documents, provide investor listings, and assist you through the process of raising capital. CFS provides you with everything you need to raise the capital you require.

Call for a free evaluation of services and package prices to have the work done for you.

Cambridge Financial Services
Office hours 9-5 Monday - Friday eastern time
Voice: (352) 754-2886
8717-1 Little Rd. Suite 191
New Port Richey, FL 34654-4949
Email Us

Looking For Money (Capital) for Your Business?
This is the Place to Be!

This is where to obtain the exclusive computer software programs that print out all the legal documents you need to get the money you want for your new or expanding business.

After printing a REG. D. 504, 505 or 506 Offering, also known as Private Placement Memorandum (P.P.M.) or a Limited Partnership Offering (L.P.O.) or Small Corporate Offering Registration (SCOR), you then have the legal document in hand to raise the capital you need. Included with the software is a FREE active investors listing. This provides you with everything you need to give your private stock offering to active investors. (It's like having a license to print money.) With these documents which protect you from liabilities in the sale of your stock certificates that represent money to your business, you can then approach the active investor lists given to you FREE (a $150.00 value) from our database. With these programs, you not only have the experience of securities attorneys, but of corporate attorneys as well. Thousands of hours and many professionals were involved to produce these cost and time saving software programs. These proven methods have been used to insure funding for start-up and expanding businesses for more than 65 years.

For those who are seeking to raise capital by using one of these methods, this is the time to get your documents prepared and ready to issue. Our database of investors are seeking investment opportunities in new and existing/expanding businesses. Investors are seeking new year investment opportunities and become aggressive in investing in new and existing businesses this time of the year. Seize this time to acquire the capital you need!

ASK YOURSELF! If you do not use one of the proven methods listed, HOW will you get the capital you need?

We beat the competition hands down! See why at the bottom of this page.

What are the benefits of using these software programs?

• No attorneys fees in the production of these documents.
• Cost and time savings (produce the documents quickly and easily on any computer).
• Tailor the offering documents in detail for your business.
• Active/accredited investor listings provided FREE (no hunting for prospective investors).
• Just add your business details, print and mail to prospective investors. What could be easier than that!
• The cost of any one of these software programs is less than a one hour fee from a securities attorney.

Our software products now include all 5 methods of raising capital.

1. Regulation D 504 - Raise up to 1 million dollars in a twelve month period.

2. Regulation D 505 - Raise up to 5 million dollars in a twelve month period.

3. Regulation D 506 - Raise up to 12 million dollars in a twelve month period.

4. Limited Partnership Offerings - Raise unlimited amount of capital.

5. SCOR Stock Offerings - Raise up to 1 million dollars in a twelve month period.

What is included in each one of the computer software packages for P.P.M., L.P.O., or SCOR stock offerings?

A CD-ROM which contains the total program and instructions to print the complete disclosure documents.

136 page annotated manual with step by step instructions, example documents and much more.

• Offering Circular
• Tracking Spreadsheet
• Purchaser Questionnaire
• Subscription Agreement
• Subscription Application
• Sample Introduction Letter
• Subscription Financial Analysis
• Purchaser Representative questionnaire
• Power of Attorney to prospective Investors
• Corporate Buy / Sell Purchaser Representative agreement
• FREE 60 current and active investors contact information.
• All orders paid & received by money order or cashiers check is shipped three day delivery.
• All orders placed by 3:00 pm (Eastern Standard Time) will be shipped the same day..

The price is $495.00 each + shipping, included are 60 current, active / accredited investors list given to you FREE (a $150.00 value) from our database — sales tax included.

We accept Visa, Master Card and American Express! Money orders and cashiers checks are accepted. Personal and business checks must clear the bank before the order is shipped!

To call: Our office hours are Monday through Friday 9am - 5pm (Eastern Standard Time)
Voice: (352) 754-2886
8717-1 Little Rd. Suite 191
New Port Richey, FL 34654-4949

Corporate address: for mail and postal orders:
Cambridge Financial Services
P. O. Box 15511
Brooksville, FL 34604


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Our services and products surpasses the competition in every way.

Cambridge Financial Services has been in the business of writing and producing stock offerings for over 30 years and our services and software products derived from the years of experience are second to none. CFS has the experience and knowledge to work with you from the beginning to the point of reaching the maximum amount of capital sought.

Unlike the competition, our products and services only focus in the area of raising capital by producing the proper and legal documents to get you the capital you need.

Cambridge Financial Services is the only company to provide matched investor listings* which are provided free with every software program.

CFS offers lower prices. We will match any advertised price including a 10% discount of the difference for the same software that produces Reg. D PPM, LPO or SCOR offerings.

CFS offers superior products! Our software products produce accurate, current and proper documents for you to raise capital. Be assured that you are using the best and most comprehensive software available.

Cambridge Financial Services provides help throughout the process of producing the documents and raising the capital that you require. In most cases, when you call the competition, you will get someone that does not have 30 years experience. At CFS you can be assured of knowledgeable and focused one-on-one attention that is a high priority in raising capital for your business.

For all the reasons listed, there is no reason for you not to choose Cambridge Financial Services as your full service and products company to assist you in obtaining the capital you require!