b'How to Legally Raise Private MoneyNo SEC filings are required for a private Regulation S Offering. 13An issuer who chooses to effect an offering via a website may do so without jeopardizing his or her exemption by including prominent state-ments on the applicable web pages indicating that the offer is directed only outside the U.S. and by implementing means to preclude sales to U.S. persons. 14Regulation S RulesAccordingtotheSEC,compliancewiththe requirements of a Regulation S offering will require theprofessionalskillsofattorneysspecializingin securities law. 15The following rules apply to a Regulation S offering: The offer or sale of securities for a Regulation S offering must occur in an offshore transaction. Per Rule 902(h), an offer or sale of securities is made in an offshore transaction if: a) the offer or sale is not made to a person in the United States and b) either the buyer is outside the United States at the time the subscription agreement (buy order) is executed, or the transaction is executed via a foreign securities exchange located outside the U.S. or through a designated offshore securities market.No directed selling efforts may be made in the U.S. by the issuer.No offers or sales may be made to U.S. persons. 16Rule 144 prohibits foreign investors from reselling the securities to U.S. persons within one year of purchase. The offering documents must contain legends describing this restriction. The issuer must File No. S7-8-97, International Series Release No. 1118), RIN 3235-Ag34 13 There is no SEC reporting requirement for an initial issuance of Regulation S se-curities by a nonreporting Issuer, per telephone communication with L.A. Bavaria of SECs Office of International Corporate Finance, ph. (202) 551-3450, on October 13, 2010. 14 SEC Adopts Amendments to Regulation S, By Charles C. Comey and Lloyd Harmetz of Morrison & Foerster LLP; See also Endnote 1. 15 See footnote 28. 16Summary of SEC Regulation S Dorsey & Whitney LLP, Broker-Dealer and Invest-ment Adviser News.64'