1. Http://www.sec.gov/rules/concept/33-7233.txt.
2. Http://www.sec.gov/rules/concept/33-7234.txt.
3. "The primary purpose of EDGAR is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency." [Http://www.sec.gov/edaux/wedgar.htm]
4. Http://www.sec.gov/edaux/wedgar.htm
5. Ibid.
6. Http://www.sec.gov/edaux/news/34-36997.htm
7. Ibid.
8. Schedules 13D and 13G are Securities Exchange Act of 1934 filings involving beneficial ownership provisions.
9. Ibid.
10. 17 CFR Part 232.
11. AOL<Keyword: Fund Center> AOL's "Fund Center" provides Mutual Fund information on over 7000 funds including direct access to several AOL fund-related sites, fund investing strategies, and live chat events with fund managers. Mutual Fund information is provided by, among others, Morningstar Mutual Funds, Business Week Online, Consumer Reports, Decision Point Mutual Funds, Market News, Nightly Business Reports, and Worth Online Fund Focus.
12. See also generally, http://ganges.cs.tcd.ie/mepeirce/Project/oninternet.html.
13. Jack White's Telephone Number is 1-800-233-3411.
14. Foust, Dean. "How to Make Money the Newfangled Way." Business Week, April 8, 1996, Department: Personal Business, online.
15. Ibid.
16. Spiro, Leah Nathans. "With the World Wide Web, Who Needs Wall Street?" Business Week, April 29, 1996, Department: Finance: Securities Firms, online.
17. Ibid.
18. Chemical Mellon Shareholder Services telephone number: 1-800-648-9291.
19. Montreal Trust Company of Canada telephone Number: 1-416-981-9500.
20. Stern, Linda. Moneyscope: "Selling Stocks on the Net." Newsweek Magazine, April 8, 1996, p. 54.
21. Ibid.
22. Ibid.
23. Ibid.
24. Ibid.
25. Securities Act of 1933, Regulation A - Conditional Small Issues Exemption.
26. IHC offering questions can be directed to 1-800-527-9669.
27. IHC was formed to produce and distribute interactive (viewer participation) programs on broadcast television in the United States and on the Internet worldwide. The company's first program, Men Across America, has been developed, produced, distributed, and tested on approximately 40 broadcast television stations as well as on the Internet.
28. Http://www.thevine.com/ihchome.htm. IHC Offering Circular (page 14).
29. Ibid.
30. Ibid.
31. Http://www.thevine.com/ihchome.htm. IHC Offering Circular (page 32).
32. Http://www.thevine.com/ihchome.htm.
33. Http://www.thevine.com/ihchome.htm. IHC Offering Circular, No. 9 Lack of Public Market at page 7.
34. Ibid, p. 8.
35. Ibid.
36. Ibid, p. 13.
37. Ibid.
38. Http://plaza.interport.net/witbeer/new_page (p1).
39. Ibid.
40. After the initial communication, individuals may then choose to communicate through another medium to negotiate the transaction.
41. The Offer and Acceptance Form is provided only as a recommended method of agreement. However, Wit-Trade does mandate the parties must reach a "meeting of the minds" as to the number of shares to be sold and the purchase price. As well, Wit-Trade also requires that the parties agree to a procedure for closing the trade.
42. Http://plaza.interport.net/witbeer/page/inst2.html (p1).
43. This would generally fall under the contract notion of advertising as an invitation for an offer.
44. There is no requirement that this must be the Offer and Acceptance Form supplied by Wit-Trade.
45. In this situation the Mailbox Rule would apply and acceptance would take place the moment that the buyer placed the acceptance into the mailbox. See Adams v. Lindsell [1 Barn. & Ald. 681, 106 Eng. Rep. 250 (K.B. 1818)].
46. See generally, "The Essential Role of Trusted Third Parties in Electronic Commerce," Michael Froomkin. ABA Digital Signature Guidelines at http://www.intermarket.com/ecl/digsgleg.html.
47. E-mail provides an interesting twist to the Mailbox Rule (see footnote 42). Acceptance would probably be deemed at the time the e-mail is sent. However, whereas regular mail is time-stamped, e-mail may be more difficult to trace. E-mail may not arrive immediately as it tries to route itself to a particular address. As well, commercial online service providers could be forced to relinquish relevant e-mail records in the event of litigation. Proving when an e-mail was sent could also be difficult due to the ease with which one can change a personal computer's internal clock.
48. SEC Regulation A is a Conditional Small Issues Exemption that consist of Rules 251 through 262.
49. Regulation A, Rule 251 - Scope of Exemption. See Subsection (a) Issuer. Qualification elements are set out in Rule 251 and generally requires that the Issuer be a U.S. or Canadian business that is not a development stage company that has no specific business plan or purpose and is not an investment company registered or required to be registered under the Investment Company Act of 1940.
50. Regulation A, Rule 251 - Scope of Exemption. See Subsection (b) Aggregate Offering Price provides, " The sum of all cash and other consideration to be received for the securities ("aggregate offering price") shall not exceed $5,000,000, including no more than $1,500,000 offered by all selling security holders, less the aggregate offering price for all securities sold within the twelve months before the start of and during the offering of securities on reliance of Regulation A…"
51. Regulation A, Rule 251 - Scope of Exemption. See Subsection (c) Integration With Other Offerings, which basically provides that there can be no integration with prior offers or sales of securities or with subsequent offers or sales of securities that meet certain criteria.
52. Regulation A, Rule 251 - Scope of Exemption. See Subsection (d) Offering Conditions, which basically provides that a Form 1-A offering statement with certain information must be filed with the SEC.
53. Regulation A, Rule 253 - Offering Circular(d) provides that, "The cover page of every offering circular shall display the following statement in capital letters printed in boldfaced type at least as large as that used generally in the body of such offering circular: THE [U.S. SEC] DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION."
54. Regulation A, Rule 254 - Solicitation of Interest Document for Use Prior to an Offering Statement. This generally provides that following submission of the written document or script of the broadcast to the Commission, oral communications with prospective investors and other broadcasts are permitted. However, sales and commitments and solicitations of money not are allowed during such time.
55. Regulation A, Rule 255 - Preliminary Offering Circulars (a) generally provides that prior to qualification of the required offering statement, but after its filing, a written offer of securities may be made if it, among other things, contains the following statement in boldface on the front cover of the "Preliminary Offering Circular:" "…Information contained in the Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering circular which is not designated as a Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state."
56. Regulation A, Rule 258 - Suspension of the Exemption. There are at least seven reasons for suspension set forth under Rule 258 that aggregately give the SEC a great deal of power.
57. Securities Act of 1933, Section 17 - Fraudulent Interstate Transactions. This generally provides that it shall be unlawful for various illegal security trading acts (including fraud) to take place using "any means or instruments of transportation or communication in interstate commerce or by the use of the mails, directly or indirectly…"
58. Ibid.
59. See Section 3(a)(11) of the Securities Act of 1933.
60. A "broker/dealer" within the meaning of the Securities Exchange Act of 1934.
61. Such registration could mean that Internet IPOs become much less attractive due to the burdens of the Securities Act of 1934.
62. Http://www.witcap.com/cap_1.htm.
63. The Standard Account package sells for $1000 plus a $50 per month maintenance fee. Included in the Standard Account is (1) a dedicated bulletin board service room for buying and selling stock, (2) Web space for posting corporate information, filings, announcements, press releases, and downloadable material regarding the offering, (3) an E-mail database of bulletin board service users, and (4) a lifetime subscription to the "Online Stock Offering Newsletter."
64. Taylor, Jeffrey. "SEC Says Brewery May Use Internet to Offer Its Stock." Wall Street Journal, March 26, 1996, online service.
65. Ibid.