Palo Alto, CA May 9, 2012

1. TSL’S CROWDFUNDING & COCKTAILS
PALO ALTO, CA MAY 9, 2012
Roger Royse
Royse Law Firm, PC
1717 Embarcadero Road
Palo Alto, CA 94303
rroyse@rroyselaw.com
www.rroyselaw.com
www.rogerroyse.com
Skype: roger.royse
IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication,
including any attachment to this communication, is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.

2. JUMPSTART OUR BUSINESS STARTUPS ACT
JOBS ACT
Reopening America Capital Markets to Emerging Growth Companies
Relaxes reporting and disclosure for public companies of less than $1 billion in gross revenues
Access to Capital for Job Creators
Permits general solicitation and general advertising
All investors must be accredited
Crowdfunding
Increase in 500 shareholder threshold for registration

3. CROWDFUNDING
Private companies may sell up to $1 million of securities in a 12 month period
Investors may only invest in any 12 month period a maximum of:
Greater of $2,000 or 5% of annual income or net worth if annual income or net worth is less than $100,000; or
10% of annual income or net worth (up to $100,000) if annual income or net worth is greater than $100,000.
Must be conducted through a broker or funding portal as “intermediary”
Intermediary must register with SEC and self regulatory organization
Issuer disclosure requirements
File with SEC a business plan
File financials statements, audited if offering exceeds $500,000;
Reviewed if offering is between $100k and $500K
Annual SEC filings and annual reports
Securities cannot be resold within 12 months
Private right of action for material misstatements/personal liability
Implementing regulations within 9 months

4. ROGER ROYSE
rroyse@rroyselaw.com
PALO ALTO | SAN FRANCISCO | LOS ANGELES
www.RroyseLaw.com www.RogerRoyse.com
www.RoyseUniversity.com www.RoyseLink.com
TELEPHONE: 650.813.9700 | SKYPE: roger.royse
IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication,
including any attachment to this communication, is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding penalties 4
under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.