• Initial Public Offering, Secondary Offering, and Private Placement
• Approved for Internet World Wide Web
• Cross-linked with VistaWEB® site, Technology Portfolio, and Syndication Sections
• No Underwriter Fees or Broker Commissions
• S.E.C. Registration Statements for:

  - Form U-7 Small Corporate Offering Registration (SCOR) $1.0 million
  - Regulation A $5.0 million
  - SB-2 for Unlimited Funding Amount

Overview and Sponsorship
Vista Growth Capital Syndication

Self-underwritten public offerings are permissible under federal and state securities laws. A company need not employ the services of
an underwriter to register shares of its capital stock with the U.S. Securities and Exchange Commission or the securities commission
of any state or to distribute such shares to the public once registered.

A company can effect registration, sales, and distribution on VistaWEB IPO.

Considerable care, however, must be taken such that a company's officers and directors who attempt to sell securities are not deemed
to be brokers under Sec.3(a)(3) of the Securities Exchange Act of 1934, as well as state securities laws.

With certain exceptions, the decision to self-underwrite an offering has little impact on the registration process. The registration
statement still must be filed, inclusive of the facing sheet, Part 1#- Information Required in Prospectus, Part II - Information Not
Required in Prospectus, Signature, and Consents.

Comment letters will still be generated from the S.E.C. and amendments filed by a company responsively. The red herring
pre-effective prospectus may still be utilized in conjunction with early marketing strategies. Blue Sky considerations are scaled back a
bit insofar as Blue Sky comments usually concern underwriting terms.

A hybrid situation with VistaWEB IPO® may work best. A company can enter into an equity/investor Agreement with
Vista Growth Capital Syndication, and could also compensate designated broker-dealers to assist in placing shares.

Regulation A

Should an issuer elect to raise money (maximum: $5,000,000) under Regulation A (technically an exemption from federal registration
requirements), the rules change a bit.

Regulation A allows for general solicitation, imposes no sophistication or wealth criteria, is open to an unlimited number of investors,
and imposes no resale restrictions.

Post-offering, the issuer need not file periodic reports pursuant to Section 13 of the '34 Act (unless required to do so because of the
number of shareholders and asset values pursuant to Section 12(g) of the '34 Act).

Unfortunately some states, such as Florida for one example, do not exempt Registration A offerings from state registration
requirements, subjecting Registration A issuers to merit review.

SCOR

The Form U-7 Small Corporate Offering Registration (SCOR) to $1 million, adopted in 1989 by the North American Securities Administrators Association, with its simplified disclosure format, may be used. Limited pre-filing and pre-offering solicitations of interest - "testing the waters" - is allowed. Financial statements need not be audited.

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