b'12. FILE YOUR SECURITIES NOTICESFEDERAL SECURITIES NOTICES / FORM DBecause of the federal pre-emption aspect, the Regulation D, Rule 506 exemption gives the issuer a safe harbor as further explained below. The issuer will be exempt from having to register the sale of its own securitiesmeaning an issuer doesnt need regulatory pre-approv-al of the offering before it begins accepting investments.The issuer will be exempt from needing a securities broker-dealer license to sell its own securities.The issuer will not be required to obtain pre-approval of the offer-ing by state securities agencies, but federal and state notices and fees are still required within a specific timeframe. You have to be able to prove how you complied with the specific require-ments of the Rule 506 offering, so a good record-keeping system and rigid adherence to the rules for the selected exemption is a must. In order to understand the filing requirements, there are some terms an issuer must understand.What Constitutes a Sale? One of the requirements most often overlooked by issuers who would otherwise be entitled to an exemption from registration of their securities is the requirement that a Form D must be filed with the SEC within 15 days of the first sale of a security. For this purpose, the SEC defines the date of first sale as the date on which the first investor is irrevocably contractually committed to invest. 4242 See SEC Publication, Filing and Amending a Form D Notice, A Compliance Guide for Small Entities and Others http://www.sec.gov/info/smallbus/secg/formdguide.htm. 139'