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SEC Disclosure

    Our firm can assist your Company in completing a federal registration statement Form 10-SB. In conjunction with the Company's application for listing on the OTC-BB, We can assist your Company in the preparation and filing of a Form 10-SB under the Securities and Exchange Act of 1934, as amended, to become a “fully-reporting” company with the SEC. The OTC-BB now requires that a company be fully reporting (i.e., file 10-K's and 10-Q's with the SEC) before it can be listed on the OTC-BB, however, this is not required should the Company decide to become a Pink Sheet company.

    We assist with the pre-planning process, identification and selection of underwriters, preparation of SEC disclosure documents. Once a company is public, we assist with compliance with SEC reporting requirements, including forms 10-Q and 10-K, and with other securities filings relating to stock option plans, secondary offerings, proxy statements, insider trading reporting and all other SEC filings.
     

    ·         Corporate

    ·         Forming a Business Entity: Incorporation or LLC Formation

    ·         Starting a Business

    ·         Business Licensing

    ·         Local suburban and city licenses to operate business (non-Zoning)

    ·         Professional regulation licensing

    ·         Entrepreneurs & Small Businesses \

    ·         Corporate law for existing Corporation, LLC or Partnership:

    ·         Corporate Maintenance

    ·         Annual Report

    ·         Resolutions

    ·         Minutes

    ·         Reinstatement

    ·         Amendment

    ·         Name Change

    ·         Shareholder Change

    ·         Business Agreements

    ·         Noncompete Agreements

    ·         Corporate Buy-Sell Agreement Among Shareholders

    ·         LLC Agreement Among LLC Members

    ·         Private Placement Securities Compliance

    ·         Issuer Raising Capital from Investors in Private Placement

    ·         We represent the Issuing Companies Only, We Don't Raise Capital

    ·         Forming a Fund

    ·         Securities Trading Fund

    ·         Futures Fund

    ·         Real Estate Fund

    ·         Fund Issuing Equity to Investors

    ·         Securities Compliance

    ·         Hedge Fund

    ·         Fund Manager - Securities and Corporate Compliance

    ·         Investment Adviser (Or spelled Investment Advisor)

    ·         SEC Registration; SEC Registered Investment Adviser

    ·         SEC Compliance

    ·         Compliance Manual

    ·         Form ADV

    ·         State Investment Adviser Registration

    ·         IARD Registration / WebIARD Registration

    ·         SEC/NASD Compliance

    ·         SEC Audit Preparation for Investment Adviser

    ·         SEC Investment Adviser Audit Representation

    ·         RIA

    ·         Blue Sky and Regulation D Rule 506 Compliance for Private Placement

    ·         Regulation D Rule 506 Offering

    ·         Regulation D Rule 504 Offering, SCOR Offering

    ·         Futures Regulation and Commodities Regulation

    ·         EDGAR Filers (Executives and Investors)

    ·         Section 13 Compliance

    ·         Section 16 Compliance

    ·         Rule 144 Advice; Filing Form 144

    ·         Rule 3a4-1 Issuer-Dealer Exemption from Broker Dealer Registration

    ·         Public Exchange Offerings or

    ·         SB-2 Offerings

    ·         Issuer's Use of Money Finders:

    ·         Private Placement Broker-Dealer Compliance and Advice

    ·         SEC Registration Coming

    ·         Advice on Rule 3a4-1

    ·         Transactional

    ·         Business Ventures, Partnerships and LLCs

    ·         Buying a Business - Small Business

    ·         Selling a Business - Small Business

    ·         Business Split-Ups or Wind-Downs (Non-litigation transactions)

    ·         Executives and Investors

    ·         Corporate Executive in

    ·         Stock Plan

    ·         Stock Options

    ·         Equity Agreement

    ·         Buy-Sell Agreement

    ·         Individual Investor Making Potential Investment in Private Placement

    ·         EDGAR Filers

    ·         Schedule 13D Filing

    ·         Schedule 13G Filing

    ·         Form 3

    ·         Form 4

    ·         Form 5

    Our firm will design Private Placement Memorandums (PPM’s) pursuant to Regulation D of the Securities Act of 1933 (the “Act”) for companies seeking to solicit and raise private investment funds for development and growth. The memorandum will be designed to be offered to a maximum of thirty-five “non-accredited” investors and an unlimited number of persons who meet the definition of “accredited investors” set forth in Rule 501(a) of Regulation D promulgated under the Act. The Units to be offered in the memorandum will rely upon a transactional exemption from the registration requirements of Section 5 of the Securities Act of 1933. (See U.S.C.A. Section 77a et. seq., as amended). This transactional exemption is available under Regulation D, Rule 505 or 506, of the Act (See 17 C.F.R. Section 501-508) and essentially limits solicitation for investment funds to friends, family and prior business acquaintances.


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10640 NW 32nd Street, Sunrise, FL 33351

Tel. (954) 746-3117  Fax: (954) 572-7988  e-mail

www.ldvcapitalmanagement.com

LDV Capital Management is listed with the state of Florida Office of Financial Regulation as a Registered Investment Advisor. This website does not provide investment advice, nor is it intended to be an offer to provide investment advisory services to individuals or entities. The information in this web-site is based on data gathered from what the Advisor believes are reliable sources. It is not guaranteed as to accuracy, and does not purport to be complete and is not intended as the primary basis for investment decisions. It should also not be construed as advice meeting the particular investment needs of any investor.


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