Rule 504

Rule 504 (Issuer and Investor related) – Regulation D rule providing an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. The company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act of 1934 reporting requirements. General offering and solicitations are permitted under Rule 504 as long as they are restricted to Accredited Investors. The issuer need not restrict the purchaser's right to resell securities.