Excerpts From Chapters 13 & 14

What Is Regulation D?

In 2016, faced with the economic reality of capitalizing in the African American community, New Age Corporations™ rely on Regulation D. Regulation D has three (3)Rules that will allow any New Age Corporation™ to capitalize its asset acquisition programs and projects. These rules are 504, 505 and 506. All New Age Corporations™ will operate under and in ABSOLUTE COMPLIANCE with these Rules. Under these Rules, a New Age Corporation™ is referred to as the issuer.

Rule 504: Allows a New Age Corporation™ to offer and sell up to $1 million of securities in any 12-month period. This is the Rule under which a New Age Corporation™ can offer 1244 Stock to participants that will become permanent Original Founders. A New Age Corporation™’s 1244 Stock can be sold to any person that meets the Rule’s qualifications and income requirements. In addition to a natural person, a person can also be an entity created by law; i.e., corporations, associations, limited liability companies, etc. The writer of this publication recommends reading all the rules.

Rule 505: Allows any New Age Corporation™ to offer and sell up to $5 million of its Capital Stock in any 12-month period. However, there are limits on the type of individual that can purchase a New Age Corporation™'s Capital Stock. Also under Rule 505, a New Age Corporation™ can sell to an unlimited number of accredited investors (individuals earning $200,000.00 a year or more for the last two years or $300,000.00 if married and considered jointly) and to no more than 35 non-accredited investors.

If a New Age Corporation™ sells its Capital Stock to non-accredited investors, a New Age Corporation™ must disclose information about the corporation, including its financial statements. If sales are made to only accredited investors, it is left up to the New Age Corporation™'s Board and shareholders/ owners to decide what it will or will not disclose to investors in its Private Placement Memorandum. When it comes to a New Age Corporation™, it does not matter, whether an individual is accredited or not accredited. A New Age Corporation™ will give everyone that is approached the necessary information so an intelligent decision can be made.

Rule 506: Any New Age Corporation™ can raise an unlimited amount of money by relying on one of two Rule 506’s exemptions. Like Rule 505, a New Age Corporation™ can sell to an unlimited number of accredited investors, but to no more than 35 non-accredited investors. However, unlike Rule 505, the non-accredited investors must be financially sophisticated or, in other words, have sufficient knowledge and experience in financial and business matters to evaluate a New Age Corporation™'s acquisition programs. This sophistication requirement can be satisfied by an investor that has or uses a purchaser representative. These requirements alone, automatically eliminate huge segments of the Black population from being at the Founder’s level of a corporate entity. The top 1% can be Founders because they are accredited investors. Hence, wealth continuously flows in their direction.

However, the effective use of ©Transition Documents will allow thousands and perhaps millions to participate in corporate ownership at the Founder’s level. Later in this publication an allusion will be made to legislative action that will level playing fields. The greatest legislative act a government can do is to expand access to wealth creation for the vast majority, rather than a select few. Working in Black America has many unique challenges that do not exist anywhere else. This is the primary reason why nothing major has been built by Black America in the last 50 years. This is another fact New Age incorporators cannot forget or overlook.

First and foremost, unlike Black Capitalism, New Age Capitalism™'s concept of many paying a little to fund corporate enterprises that they collectively own is not a myth or a pipe dream. At its roots, Black Capitalism is just another welfare program for Black owned business enterprises. Unlike a New Age Corporation™ that creates its own infrastructure, there is no infrastructure that currently exists to support Black Capitalism, nor can this model create one.

Therefore, Black Capitalism is a myth and a pipe dream because there is no genuine infrastructure to support it or sustain it and there is no real political incentive to subsidize failing Black owned enterprises. Black America owns no major banks, industries, distribution facilities, factories or plants, research and development companies or corporations, competitive technology companies or corporations tions and no major companies involved in discovering new natural resources of raw material/s for industrial development or maintaining a high technologically oriented, based and advanced modern, post industrial and/or industrial society, country or civilization. Therefore, Black America does have the resources for top down capitalization.

In addition, based on the accepted definition of Capitalism, Black America does not and will not own the means of production and the distribution capacity that are necessary to generate billions in revenue. A New Age Corporation™'s asset acquisition development model is the only viable means that has any hope of Black Americans participating in the ownership and control of the means of production because of bottom up capitalization. Therefore, this notion of Black Capitalism’s top down capitalization being real or genuine is just that, a notion.

New Age Capitalism™'s grass roots or bottom up capitalization model is based on verifiable African American economic reality and not on any “I have dream.” What little financial resources that exist in the African American community can best be utilized by combining them for asset acquisition by Black owned New Age Corporations™. New Age Corporations™ will have the financial capacity to acquire assets in any competitive market environment from which, the Black community as a collective entity can realize financial benefits.