created DineOut America, to be a leading publisher of "real time" menu choices, promotional news, events
and special offers from restaurants throughout the United States; as well
as internationally through our affiliate vDineOut.com.
In addition to providing opportunities for restaurants throughout America to fill
tables, DineOut America also provides casual diners,
with a free source of
verified information to enhance their dining experience.
From their home, office, hotel, or while mobile, consumers
can access a local affiliate of DineOut America and view menu
choices, wine dinners, special chef offerings, charity events, or simply
compare special offers to accommodate their breakfast, brunch, lunch,
happy hour and/or dinner plans from hundreds of local area restaurants.
DineOut America, our
mission is to provide the most comprehensive information available. We
don't sell any products or services, you click through to the listed
that. And we don't charge you for the information.
opportunities are available. Just as Google before it with the use of a
“Dutch” auction to price and place it’s shares among investors,DineOut
America intends to use a unique approach and use a Crowd Sharing, also known
as Crowd Funding method of raising equity capital.
Crowd funding (alternately crowd
financing, equity crowdfunding, or hyper funding) describes the collective
cooperation, attention and trust by people who network and pool their money
and other resources together, usually via the internet, to support efforts
initiated by other people or organizations.
Crowd funding occurs for any
variety of purposes, from disaster relief to citizen journalism to artists
seeking support from fans, to political campaigns, to funding a startup
company, movie or small business or creating free software.her aspect of
crowd funding is tied into the United States of America JOBS Act which
allows for a wider pool of smaller investors with fewer restrictions. The
Act was signed into law by President Obama on April 5, 2012. The U.S.
Securities and Exchange Commission is going to have approximately 270 days
from the enactment date to set forth specific rules and methods to ensure
that funding will actually take place.
Proponents of the crowd funding
approach argue that it allows good ideas which do not fit the pattern
required by conventional financiers to break through and attract cash
through the wisdom of the crowd. If it does achieve "traction" in this way,
not only can the enterprise secure seed funding to begin its project, but it
may also secure evidence of backing from potential customers and benefit
from word of mouth promotion.
A disadvantage to crowd funding
is the possibility of getting ensnared in various securities laws, since
soliciting investments from the general public is most often illegal unless
the opportunity has been filed with an appropriate securities regulatory
authority, such as the Securities and Exchange Commission in the U.S. These
regulators can have different ways of determining what is and what is not a
security but a general rule one can rely on (at least in the U.S.) is the
Howey Test. The Howey Test says that a transaction constitutes an investment
contract (therefore a security) if there is (1) an exchange of money with an
expectation of profits arising from a common enterprise (4) which depends
solely on the efforts of a promoter or third party. Clearly, under this
standard, any crowd sourcing arrangement in which people are asked to
contribute money in exchange for potential profits based on the work of
others would be considered a security. As such, the applicable investment
contract would have to be registered with a regulatory agency (such as the
S.E.C.) unless it qualified for one of several rule-laden exemptions (e.g.,
Regulation A or Rule 506 of Regulation D of the Securities Act of 1933,. The
penalties for a securities violation can vary greatly and depend in large
part on the amount of profit obtained by the "promoter," the damage done to
the investors, and whether a violation is a first time offense. However, a
violation may result in both civil and criminal penalties, a return of any
profit made and sometimes a lifetime ban from work in the securities
industry. According to Section 5 of the Securities Act, it is illegal to
sell any security unless such a sale is accompanied or preceded by a
prospectus that meets the requirements of the Securities Act.
Please review the following documents and
contact Brad Kellmayer via email at
BK@DineOutAmerica.net for further information.