[tmb]

I'm seeking 2nd and 3rd opinions on the do's & don'ts, advice, etc regarding raising private capital via a Private Placement Memorandum.

And the difference between a 504 a 505 and a 506

Anyone know about such?

[jasaunders]

You will get different answers regarding PPM's depending on who you go to. If you go to a lawyer who you don't have a relationship with, or who might be looking out for their interests (money) and not yours, they will say you need a PPM 100% of the time. They will try to convince you that it is for your own benefit that every risk is outlined to the investor to protect against the investor making claims later. Even though if you ever read a PPM and believed it, no person in their right mind would ever invest.

If you talk to consultants, good lawyers, and angels, they will tell you in a lot of cases you don't need a PPM, at least not right from the start. Most angels won't require a PPM, and you should only provide it to them if they specifically ask for it. But most investors won't ask for or require a PPM.