In this presentation delivered at FinFair 2015, Massey, McLaughlin, Kennedy and Guzik detailed the steps an issuer must go through in order to successfully complete a Regulation A+ self-directed offering.

1. The New IPO:
An Issuer Public Offering
Regulation A+

2. Issuer Public Offering
No underwriter – issuer self-markets its shares
Can still have a “sponsoring broker” that supports full compliance
Sponsoring broker provides “best effort” but no guarantee
Syndication is still possible
Regulation A+ “Issuer Public Offering” replaces old “Direct Public Offering”

3. Key Advantages of Reg A+
Blue Sky exemption
Ability to test the waters before going to market
Less expensive than a traditional IPO
Sales to non-accredited investors
Can issue equity debt, or convertible debt
Continuous offering –movie example:
◦ $4mil- offers to directors and stars
◦ $10mil for production
◦ $10mil for advertising & marketing

4. Next: Assemble team
Most experts will give a free consultation before you start.
Marketing company
Securities attorney
Transfer agent
Registered broker
Accountant
Expert legal representation is paramount
Marketing missteps can kill an offering
Transfer agent is mandated by SEC for all
Regulation A+ offerings - ensures federal and
state recordkeeping compliance

5. Testing the Waters
Use a marketing campaign to gauge interest
(Disclaimers required: no sales, no firm commitments to purchase, indicate interest only)
1. Marketing company creates the issuer’s story
2. Issuer’s attorney approves of marketing materials
3. Marketing company launches TTW campaign
4. Issuer proceeds with offering if marketing campaign is successful
506C – Can be
concurrent with TTW
under Reg A+ and issuer
can actually sell pre-IPO
shares (accredited only)

6. Marketing Strategies
◦Television
◦Radio
◦Newspapers and magazines
◦Street corner
◦Pitch groups
◦Internet (emails, ads, SEO)
The Internet is one of the most
efficient means of marketing any
offering, but all are now legal.
The Internet is also the best means
for verification, document delivery,
and compliance with SEC rules.

7. The Vision: CrowdFinanced IPO
True “CrowdFinancing”: Raise money from fans, followers & supporters
Sell shares directly in small increments to non-accredited investors
Create massive online communities of interactive shareholders
Data gathered from share purchasers is very valuable
No interference with institutional investments

8. How it works
MediaShares licenses its U.S. patented business method and software to issuers:
1. A transaction method for “the crowd” to quickly, easily and cheaply buy
stock, even in small increments
2. A method for the issuer to market the offering cost-effectively
3. Issuer can initiate the stock purchase transaction on their own website page

9. How it works
• Part of the MediaShares license. Enables Internet share
sales
• Simple web-page form to buy stock on an Issuer’s website
• Required documents are delivered electronically by broker
• QwikShares eliminates pre-funding of brokerage account
• Stock is purchased through an ACH checking account debit,
credit card, or other electronic payment

10. Get free consultations.
Then “test the waters”
Assemble team:
Hire broker, attorney,
auditor, & stock
transfer agent
Issue shares Move shares to broker
Create stock purchase
web page
Use API to connect
web page to broker
File for 506C, sell
shares to accredited
Complete PCAOB
standards audit
File 1-A, take interest
from non-accredited
with disclaimer
Continue marketing,
following Reg A+ rules
SEC declares offering
qualified
Sales begin through
brokerage, offer can
continue - up to
$50 MM per year
Start to finish

11. Contact:
Gene Massey
MediaShares CEO
gene@mediashares.com
310-871-3668
Contact:
Kara Kennedy
ClearTrust Executive Director
kara@cleartrusttransfer.com
813-235-4490