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0+0=0 | It takes money for an Entrepreneur to make money | It can be other peoples money

I was an orphan at 11, lived in foster homes and group homes and became an emancipated minor at 17.  I was poor; yet I have raised millions and owned over 27 business which I invented, started, funded… I have employed hundreds of people, made clients like VistaPrint and RISMedia wealthy by putting them on top of organic search…

None of this was possible without money, and I had none, no credentials, no backing…

Welcome to the United States of America: you can start as many business as you like as often as you like, and raise money from whomever will invest in you:  it is called Venture Capital and it is where all the companies on the stock exchanges came from.

More often than not, the entrepreneur is someone like me: and the money is coming from investors; you start a company by filing documents and raise as much as you want if you know how; raise it  from whomever believes in you.

You can pursue a life and occupation that is fulfilling and wonderful for you: without owning my own business  I could not have done all the wonderful things I have done: and, since I was not born with money,  I could not have done much of it without somebody else’s money!

No Ivy-League contacts or formal education advantages for me: the only person willing to see me as I saw myself, in the beginning, was me; nobody knew I had a photographic memory or the ability to read the market.  So I quit my job, printed up a homemade business card, and proved it!  I raised money and supported myself as we grew: and you can do it too!

There are three main exemptions from the federal securities laws that allow you to raise money this way:

  • REGULATION D Rule 504 – raise up-to $1,000,000 from whomever will give it too you – up to 35 small investors, unlimited number of ‘Accredited’ ones
  • REGULATION D Rule 505  – in some states, these private offerings can even be advertised publicly: it is called a Limited Offering, and can only be sold withing a state.
  • REGULATION D Rule 506 – raise an almost unlimited amount from an unlimited number of investors who are rich enough or qualified to be exempt from protection.

We funded a REGULATION D Rule 504 offering at to get started, only under 20,000, and prior to incorporation, under the “coffee table rule”;  you can do it too: in your area or niche:  since Web-based start-ups are not capital intensive and can be highly profitable, they make perfect private placements to capitalize an idea that seems to be working.

How to raise money for a startup under SEC Rule 506 of Regulation D:

I went right to the source to do research for this article:

The timing right now in February 2016 is very good for raising money in this way: with interest rates at an all time artificial low, many conventional investors are looking at non-conventional alternatives in order to create a return.  Since these wealthy individuals and companies often live off that investment income return, there is a huge incentive for them to examine new alternatives.

Internet start-ups  require less capital than was required in the prior-to-Internet  past in order to execute such a fundraising effort: with electronic commerce, social networks, and opt-in email marketing, there are many new and inexpensive ways to approach investors legally and ethically under Regulation D: Rule 506 is the rule best suited for venture capital offerings in my opinion: (IE: the little guys should stick with the mainstream investments: prudent man rule)

Regulation D is considered a “safe harbor” for the private offering exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is within the Section 4(2) exemption by satisfying the following standards:

  • The company cannot use general solicitation or advertising to market the securities;
  • The company may sell its securities to an unlimited number of “accredited investors” and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
  • Companies must decide what information to give to accredited investors, so long as it does not violate the anti-fraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;
  • The company must be available to answer questions by prospective purchasers;
  • Financial statement requirements are the same as for Rule 505; and
  • Purchasers receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a “Form D” after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

In February 2008, the SEC adopted amendments to Form D, requiring that electronic filing of Form D be phased in during the period September 15, 2008 to March 16, 2009. Although as amended, the electronic Form D requires much of the same information as the paper Form D, the amended Form D requires disclosure of the date of first sale in the offering. Previously, the closing date of an offering was used as the first date of sale. The Office of Small Business Policy has posted information on its web page about the filing requirement for the new Form D…..>>more here>>

Rule 506 of Regulation D is widely used by venture capitalists and entrepreneurs in the early stages of forming a company: before the company has 10 stockholders (referred to as “the coffee table rule) no forms must be filed to begin such a start up business (sometimes referred to as the organizational period)

An entrepreneur can create a document (you can download all the current documents for filling a Reg. D in any state in template format and fill in the blanks for a small fee at and a number of other for-profit websites); and simply use that document to begin raising money in several ways:

  • “FFR”  Money – family friends and relatives my be interested in helping you get started in the earliest stages before you are far enough along to raise money elsewhere
  • Industry-related – many businesses will be good customers, and/or good suppliers when they are funded: other businesses who will benefit in this way may be willing to invest, or offer contingent commitments for trade credit and other considerations based on the success of the offering; these commitments enhance the start-up ability to raise serious investment capital by leveraging the potential returns.
  • Government incentives – especially in a recession, there are many local, state, and federal programs designed to create jobs and/or attract investment to any area: these include the SBA, BDCs, SBCs.  These are good sources of early stage capital, and incentives that reduce labor, rent, and tax costs for an early stage business that can create jobs and tax base.  Again, such arrangements, even as contingent commitments, can greatly enhance potential profits and make an early stage investment in a private offering more attractive.
  • Private investors: “Angles” – wealthy individuals often invest in this type of offering with a criteria that the upside is so large when a private company goes public, so that they can afford to be wrong nine times out of ten and still see a huge return from the one that hits – the key here is to be able to invest early, and to be able to afford to diversify risk (invest in at least ten of them)
  • Professional venture capitalists – I do not recommend that you pursue investment from professionals in this industry unless and until  you have exhausted the other alternatives: you can find many of these sources in The Corporate Finance Sourcebook 2011

What has changed with the advent of the Internet since when I was involved heavily in doing this for many clients in the 1980s:  is that this type of offering is much less less expensive, sometimes not even requiring any printing or stamps (which were an expensive part of this then).  With email and social networks to use, the entrepreneurs’ investment may literally be only his time and minor organizational costs – the early stage money can even be raised prior to incorporation under an “agreement to incorporate” made from the PPM templates.  It is truly a “brave new world” for entrepreneurs, and their backers.  These changes have spurred so much activity, that some have even proposed more regulation to restrict past abusers from using this type of offering: see:,%20Rule%20506%20Disqualification%20Proposal.pdf

My company here:, was capitalized this way, prior to forming any entity, we formed an LLC recently.  We will eventually file Form D, and raise at least another 100,000 to expand and eventually go public.  I am currently preparing another offering document under Rule 506 of Regulation D  for a private investor.  Let me know of you want to see the PPM (private placement memorandum) when it is done!

– copyright Israel Rothman 2012 – updated Feb. 2016 free consultation 541-982-9291


Being an entrepreneur can bring you money, recognition, fame, and the lifestyle you desire.

Unfortunately, over 90% of entrepreneurs do not make it this far.  they fail to plan, fail to capitalize, fail to delegate, fail to manage, and fail to deal; resulting in huge losses.

I myself have sold over $10,000,000 in advertising that I invented since 2001, almost went public in 2006; and have little to show for it other than a chance to do it all again.

I am honored and pleasured to be living in America, and to have another chance at bat!

I have made every mistake that you are about to make!

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We are the best in the world at what we do, and we can do the same for you.

Much of what we do, and what many copy cats all over the world do, I invented. My name is Israel Rothman.

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