PURPOSE: This rule prescribes the policies and procedures applicable to transactions in 15 CSR 30-54

Missouri under Regulation D, Rules 505 and 506.

1. (1) Rule 505.

   1. (A) Pursuant to section 409.2-203 of the Missouri Securities Act of 2003 (the Act), transactions that are exempt securities under 17 CFR 230.505 are exempt from section 409.3-301, RSMo. As a condition of this exemption, the issuer shall comply with the requirements in section (3) below.

   2. (B) Disqualification. The exemption under subsection (1)(A) is not available to an issuer if the issuer, any of the issuer’s predecessors, any affiliated issuer, any of the issuer’s directors, officers, general partners, beneficial owners of ten percent (10%) or more of any class of its equity securities, any of the issuer’s promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director or officer of such underwriter:

      1. 1. Within the last five (5) years, has

filed a registration statement which is the subject of a currently effective registration stop order entered by any state securities administrator or the U.S. Securities and Exchange Commission;

1. 2. Within the last five (5) years, has

been convicted of any criminal offense in connection with the offer, purchase or sale of any security, or involving fraud or deceit;

1. 3. Is currently subject to any state or

federal administrative enforcement order or judgment, entered within the last five (5) years, finding fraud or deceit in connection with the purchase or sale of any security; or

1. 4. Is currently subject to any order,

judgment or decree of any court of competent jurisdiction, entered within the last five (5) years, temporarily, preliminary or permanently restraining or enjoining such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.

1. (C) Subsection (1)(B) shall not apply if:

   1. 1. The party subject to the disqualifica-

tion is licensed or registered to conduct securities related business in the state in which the order, judgment or decree creating the disqualification was entered against such party;

1. 2. Before the first offer under this

exemption, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification; or

1. 3. The issuer establishes that it did not

know and in the exercise of reasonable care, based on a factual inquiry, could not have known that a disqualification existed under this subsection.

1. (2) Rule 506. The issuer shall file a notice under section 409.3-302(c), RSMo as stated in section (3) below.

2. (3) Notice Filings for Rules 505 and 506. The notice filing required for transactions in Missouri under 17 CFR 230.505 and 17 CFR 230.506, unless the securities or transactions would qualify for an exemption under sections 409.2-201, 409.2-202 or 409.2-203 of the Act, shall consist of the following:

   1. (A) One (1) manually signed copy of the Form D (including the Appendix);
   2. (B) A Form U-2, Consent to Service of Process;
   3. (C) The filing fee of one hundred dollars ($100) as described in 15 CSR 30-50.030; and
   4. (D) Each notice shall be filed with the division no later than fifteen (15) calendar days after the first sale of the securities in Missouri. A cover letter should be included in the notice filing which states the date in which the first sale of securities had occurred in Missouri.
3. (4) Amendments. During the period of the offering, the issuer shall take steps necessary to insure that all material information contained in the notice filing remains current and accurate.

AUTHORITY: sections 409.2-203, 409.3-302 and 409.6-605, RSMo Supp. 2003.* Emergency rule filed Aug. 12, 1982, effective Aug. 22, 1982, expired Dec. 10, 1982. Original rule filed Aug. 11, 1982, effective Dec. 11, 1982. Emergency amendment filed Aug. 1, 1984, effective Aug. 11, 1984, expired Nov. 11, 1984. Amended: Filed Aug. 1, 1984, effective Nov. 11, 1984. Amended: Filed Jan. 14, 1987, effective June 25, 1987. Amended: Filed Oct. 15, 1987, effective Jan. 29, 1988. Amended: Filed Jan. 3, 1990, effective March 11, 1990. Rescinded and readopted: Filed Feb. 18, 2003, effective Aug. 30, 2003. Emergency amendment filed Aug. 26, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 27, 2003, effective Feb. 29, 2004. *Original authority: 409.2-203, RSMo 2003; 409.3-302, RSMo 2003; 409.6-605, RSMo 2003.