The document provides information on crowdfunding regulations and capital raising options under the JOBS Act of 2012. It summarizes Title II (Reg D Rule 506(c)) and Title III (Reg CF) of the JOBS Act, which allow companies to raise capital through crowdfunding. Title II provides an unlimited capital raise for accredited investors, while Title III provides a $1 million capital raise. The document also provides pricing estimates for crowdfunding campaigns and compliance costs under the various regulations.

1. PREPARED BY:
ALCHEMY OTC MARKETS SPECIALISTS, LLC
www.AlchemyOTCMarketsSpecialists.com
4264 LADY BURTON ST., LAS VEGAS NV 89129
JANUARY 2017
JOBS Act 2012 Crowdfunding
TITLE III SEC REG CF $USD 1.0 MILLION
TITLE II SEC REG D RULE 506 (C) $UNLIMITED
CROWDFUNDING CAMPAIGN
$USD 25K
(PLUS OPTIONAL PR PROGRAM COSTS)
"A well thought out communications and advertising plan will dictate the
success of your equity crowdfunding campaign."

2. Direct Public Listing / Reverse Merger Services
WWW.OTCMARKETS.COM
~9,800 foreign and domestic companies trade ~ $USD20 Billion Per Month
QX; QB; Pink; Alternate Reporting Reverse Merger Shells Available for Sale.
Crowdfunding Debt / Equity Capital Raises
JOBS Act 2012 TITLE I – IV CROWDFUNDING BILLS
Title II REG D (NEW) Rule 506 (c) effective September 23rd 2013
$USD Unlimited Capital Raise
Title III REG CF effective May 16th 2016
$USD 1.0 Million Capital Raise
Crowdfunding Campaigns
3 – Month Campaigns
Digital Social Media E-Mail Programs
E-Mail Public Relations Programs
Up to 6 Million ++ Accredited Triple Opt-in Accredited Investors
Up to 30 Million ++ Double Opt-In Penny Stock Investors

3. Regulatory and Compliance
• Direct Public Listing (DPL)
• Reverse Merger Listing
• S1 Registration Statements; Form 10 Filings
• FINRA Submissions; Secretary of State filings
• OTC Markets filings
• legal Documentation
3- Month Crowdfunding Campaign
• 2 – Month Regulatory, Compliance, Portal Presentation
• 1 – Month Digital Social Media Email PR Marketing Programs
• TITLE II SEC REG D (NEW ) RULE 506 (C)
$USD UNLIMITED
• Effectuated September 23rd 2013
• TITLE III SEC REG CF
• $USD 1.0 Million
• Effectuated May 16th 2016
JOBS Act 2012
Debt/Equity Capital Raises

4. “JOBS Act 2012” Crowdfunding
JUMPSTART OUR BUSINESS STARTUPS ACT
a law intended to encourage funding of United States small businesses by easing various securities
regulations signed into law by President Barack Obama on April 5, 2012.
The titles of the bill are:
• TITLE I – RE-OPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH COMPANIES
• TITLE II - ACCESS TO CAPITAL FOR JOB CREATORS
• TITLE III – CROWDFUNDING
• TITLE IV - SMALL COMPANY CAPITAL FORMATION
• TITLE V - PRIVATE COMPANY FLEXIBILITY AND GROWTH
• TITLE VI - CAPITAL EXPANSION
• TITLE VII - OUTREACH ON CHANGES TO THE LAW OR COMMISSION
The term "The JOBS Act" is used informally to refer to Titles II and III of the legislation which, to
most of the equity crowdfunding community, are the two most important titles.
TITLE II WENT INTO EFFECT ON SEPTEMBER 23, 2013
TITLE III CROWDFUNDING WENT INTO EFFECT ON MAY 16, 2016

5. TITLE III
SEC REG CF
ELIGIBLE COMPANIES
Alternate Reporting

6. TITLE III
SEC REG CF RULES
 Specifically, investment crowdfunding
 New Exemption 4(a)(6) of the Securities Act of 1933
 LIMITED TO RAISING $USD1MILLION IN A ROLLING 12-MONTH PERIOD
 Will not be integrated with other offerings
 Must use one online intermediary
 Must be US entity
 Cannot be SEC public reporting Company
 Advertising limitations similar to tombstone ads under Rule 134
 No accreditation requirement
Required Filings
• SEC FORM:
ID - CIK APPLICATION
C- DISCLOSURE
C-AR - ANNUAL REPORT
C-TR - TERMINATION NOTICE
CU - PROGRESS UPDATE/SECURITIES SOLD
• CURRENT US GAAP FINANCIALS REVIEWED > $500K RAISE

7. Title III REG CF
SEC ISSUER COST ESTIMATES FINAL RULES*
*Assumptions, from pages 415-416 of SEC Final Rules
O f f er ing
Amo unt
<
$ 1 0 0 ,0 0 0
$ 1 0 0 ,0 0 0 <
$ 5 0 0 ,0 0 0
> $ 5 0 0 ,0 0 0
Fees paid t o t he
in t er mediar y1 3 9 7
$ 2 ,5 0 0 –
$ 7 ,5 0 0
$ 1 5 ,0 0 0 –
$ 3 0 ,0 0 0
$ 3 7 ,5 0 0 –
$ 5 6 ,2 5 0
Co st s per issuer f o r
pr epar at io n an d f il in g o f
Fo r m C f o r eac h o f f er in g
an d r el at ed c o mpl ian c e
c o st s
$ 2 ,5 0 0 $ 2 ,5 0 0 – $ 5 ,0 0 0
$ 5 ,0 0 0 –
$ 2 0 ,0 0 0
Co st s per issuer f o r
pr epar at io n an d f il in g o f
an n ual r epo r t o n Fo r m C-AR
an d r el at ed c o mpl ian c e
c o st s
$ 1 ,6 6 7 $ 1 ,6 6 7 – $ 3 ,3 3 3
$ 3 ,3 3 3 –
$ 1 3 ,3 3 3
Co st s per issuer f o r r eview
o r audit o f f in an c ial
st at emen t s
No t
Req uir ed
$ 2 ,5 0 0 –
$ 3 0 ,0 0 0 **
**($1,500 – $18,000) f o r f ir st -t ime
issuer s r aising mo r e t han $500,000
but no t mo r e t han $1,000,000)

8. TITLE II
SEC REG D
ELIGIBLE COMPANIES
UNLIMITED
UNLIMITED
ISSUERS
Alternate
Reporting

9. TITLE II
REG D (NEW) RULE 506 (C)
Considered a "safe harbor" for the private offering exemption of Section 4(2) of the
Securities Act.
• Company may sell its securities to an unlimited number of “Accredited Investors" only
• 3rd Party Accreditation Requirement
• Companies using the Rule 506 exemption can raise an unlimited amount of money
• Advertising Limitations similar to tombstone ads under Rule 134
Required Filings
• CURRENT FINANCIALS - US GAAP REVIEWED > $500K RAISE
• FORM ID - CIK APPLICATION
• SEC FORM D - CROWDFUNDING NOTIFICATION
• REG D 506 OFFERING

10. TITLE II
REG D (TRADITIONAL) RULE 506 (b)
Considered a "safe harbor" for the private offering exemption of Section 4(2) of the
Securities Act.
 Companies using the Rule 506 exemption can raise an unlimited amount of money
 Company may sell its securities to an unlimited number of “Accredited Investors" and
up to 35 other purchasers
 Companies must give non-accredited investors disclosure documents that are generally
the same as those used in registered offerings.
 Self-Accreditation
 No Advertising or general solicitation
 60 day Investor cool-off period
Required Filings
CURRENT FINANCIALS - USS GAAP REVIEWED > $500K RAISE
FORM ID - CIK APPLICATION
SEC FORM D - CROWDFUNDING NOTIFICATION
REG D 506 OFFERING

11. COMPLIANCE, REGULATORY ITEMS
SEC
H O U RS O F
BU RD EN *
Pr ivat e & O TC
M ar ket s
Al t er nat e
Repo r t ing
C o 's
SEC
Issuer s
Adver t ising
So l ic it at io n
Pr ic ing
Inc l usive

FORM ID -CIK APPLICATION 4 .0 H RS  
FORM C-DISCLOSURE 1 5 H RS  
FORM C-AR -ANNUAL REPORT 1 0 H RS  
FORM C-TR -TERMINATION NOTICE 1 .5 H RS 
FORM CU -PROGRESS UPDATE/ SECURITIES SOLD 1 H RS  
US GAAP FINANCIALS REVIEWED > $ 5 0 0 K RAISE  x

x
FORM D NOTIFICATION 4 .0 H RS   
REG D 5 0 6 OFFERING 5 0 H RS   
US GAAP FINANCIALS REVIEWED > $ 5 0 0 K RAISE   x
* Estimated average burden hours per (applicant) response time to complete Form
TITLE II - REG D Rul e 5 0 6 (c )
TITLE II REG D & III REG C F D ISC LO SURE REQ UIREMEN TS
TITLE II - REG D Rul e 5 0 6 (b)
TITLE III - REG C F SEC

12.  COMPANY PORTAL PRESENTATION PACKAGE
 SEC FILINGS
 INVESTOR OFFERING DOCUMENTS
 3- - MONTH CROWDFUNDING CAMPAIGN
• 2 MONTH REGULATORY & CORPORATE COMPLIANCE, COMPANY
PORTAL MARKETING PACKAGE PREPARATION, PRESS RELEASES
• OPTIONAL 1 MONTH DIGITAL SOCIAL MEDIA PR MARKETING PROGRAM
• OPTIONAL E-MAIL PUBLIC RELATIONS PROGRAMS
• UP TO 6 MILLION DOUBLE OPT-IN ACCREDITED INVESTORS
• UP TO 30 MILLION PENNY STOCK INVESTOR SUBSCRIBERS

13. MO N TH 1 - C o r po r at e
C o mpl ianc e/ Regul at o r y
MO N TH 2 - Media Pr ep W o r k
SEC Fo r m ID, Fo r m C Submissio ns Po r t al Sel ec t io n
C o mpany So c ial Media N et w o r ks Fac ebo o k,
LinkedIn & Tw it t er Ac c o unt s
Upl o ad Po r t al Pr esent at io n
Pac kage
Sel ec t C ampaign Mo dul es, St r uc t ur e/ bo o k
So c ial Media C ampaign
Pr epar e SEC c o mpl iant c o mpany
To mbst o ne N o t ic es
Design C o mpany w ebsit e l anding page,
c o mpany o f f er ing page
Pr epar e c o mpany r el eases
EngageTr ansf er Agent
C o o r dinat e Rel ease depl o yment
sc hedul e
C o mpet it ive r esear c h C o mpany C EO video
Pr epar e Pit c h Dec k C o mpany sit e SEO
3 – Month Campaign

14. MO DULE PRIC IN G MO DULE FEATURES
4 Depl o yment s 6 w eeks
~ 5 mil l io n subsc r iber s 2 f ul l t ime pho n e
o per at o r s o ut g o in g / in c o min g , Video / Po dc ast s
2 Depl o yment s 6 w eeks
~ 4 mil l io n subsc r iber s & 1 Mil l io n Pen n y St o c k
In vest o r s -1 Po dc ast In t er view an d 1 Video c ast
f o r PR w ebsit e, So c ial Media an d Yo ut ube
3 depl o yment s (2 HTMI 1 Text ) 2 w eeks
~ 4 .8 mil l io n subsc r iber s
I - $ 2 0 K
II - $ 6 K
III - $ 6 K
Optional

15. #
Release
Deployments/week
#
Penny Stock
Investors
#
Accredited
Investors
Notes
2 4.8 M 600K
2 Week
Program
1 7 M N/A 14 M
1 N/A 2 M 4 M Total
1 5 M 500K
1 Week
Program
Let Alchemy design and structure a capital raise “Crowdfunding Campaign”
to suit your Company's budget.

16. SEC REGULATION D
EXEMPTION DEFINITION
Regulation D, also known as "Reg D," became effective April 15, 1982. It's one of the key
SEC exemptions for small businesses that want to raise money by selling its stock. It's
also considered a route to taking a company public without the burden and expense of
a full registration with the SEC.
Under the Securities Act of 1933, any offer to sell securities must either be registered
with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions
from the registration requirements, allowing some smaller companies to offer and sell
their securities without having to register the securities with the SEC.
Rule 506 is for securities offerings with no limit or any dollar amount (including those
offerings less than $5,000,000).

17. SEC INTRODUCTION
U.S. SECURITIES AND EXCHANGE COMMISSION
The mission of the SEC is to protect investors; maintain fair, orderly, and efficient markets;
and facilitate capital formation. The SEC strives to promote a market environment that is
worthy of the public's trust.

18. CONTACT INFORMATION
BRUCE A. COSGROVE, M.Sc., Managing Director
alchemist@alchemyotcmarketsspecialists.com
www.AlchemyOTCMarketsSpecialists.com
+1.778.829.5666

19.  THIS IS NOT AN OFFER TO BUY OR SELL SECURITIES.
 THE INFORMATION PROVIDED HEREIN HAS BEEN SUBMITTED FOR GENERAL
INFORMATION PURPOSES ONLY AND IS SUBJECT TO VERIFICATION AND
CHANGE WITHOUT NOTICE.
 THESE SECURITIES OR UNDERLYING SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC NOR HAVE ANY
REPRESENTATIONS BEEN MADE ABOUT THE ACCURACY OF THE ADEQUACY
OF THE INFORMATION.
 THIS DOCUMENT IS CONFIDENTIAL AND IS THE PROPERTY OF ALCHEMY OTC
MARKETS SPECIALISTS, LLC.