electronic selling and clearing of single stock futures contracts

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    Method of Selling Single Stock Futures Contracts and Facilitating Delivery and

    Donation Online via a Nonprofit Organization

    United States Patent Application

    Julie ButlerWilliam Breck

    Chris Ryan

    December 26, 2010

    ABSTRACT

    Single Stock Futures Contracts (SSFC) is a hybrid financial instrument, which became effectiveon November 2, 2002, created under the Commodity Modernization Act of 2000 (CMA). Theyare futures contracts with the underlying asset being one particular stock. When purchased, notransmission of share rights or dividends occurs. Being futures contracts they are traded on

    margin, thus offering leverage, and they are also considered an asset class under InternalRevenue Service (IRS) Internal Revenue Code (IRC) 1234(b) for purposes of tacking todetermine holding period to recognize long term capital gains and/or fair market valuation vs.cost basis as defined under IRC 1224(14) and IRS Publication 561.

    Method of selling a single stock futures contract online via a nonprofit organization is in supportof furtherance of a business objective of the for profit small business while simultaneouslyoffering advantages to the nonprofit charitable organization. It is a mechanism whereby a smallbusiness gifts a certain amount of shares of its issued common/preferred stock capital to anonprofit and simultaneously the nonprofit issues SSFCs against the donated common/preferredstock capital to previous/prospective donors/investors via an online ecommerce clearing

    mechanism.The ability of a nonprofit to offer the SSFCs contracts online in the absence of a registrationstatement lies in the specific exemption for the securities ofIRC 501(c)(3) non-profitorganizations - under 3(a)(4) of the Securities Act (as amended through October 13, 2009):

    (4) Any security issued by a person organized and operated exclusively for religious,educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniaryprofit, and no part of the net earnings of which inures to the benefit of any person, privatestockholder, or individual; or any security of a fund that is excluded from the definition of aSecurities that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940;

    3(e) of the Exchange Act of 1934 provides:(e) Charitable organizations (1) Exemption Notwithstanding any other provision of thischapter, but subject to paragraph (2) of this subsection, a charitable organization, as definedin section 3(c)(10)(D) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(D)],or any trustee, director, officer, employee, or volunteer of such a charitable organizationacting within the scope of such person's employment or duties with such organization, shallnot be deemed to be a "broker", "dealer", "municipal securities broker", "municipal securitiesdealer", "government securities broker", or "government securities dealer" for purposes of

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    this chapter solely because such organization or person buys, holds, sells, or trades insecurities for its own account in its capacity as trustee or administrator of, or otherwise onbehalf of or for the account of (A) such a charitable organization; (B) a fund that isexcluded from the definition of an investment company under section 3(c)(10)(B) of theInvestment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)]; or (C) a trust or other

    donative instrument described in section 3(c)(10)(B) of the Investment Company Act of 1940[15 U.S.C. 80a-3(c)(10)(B)], or the settlors (or potential settlors) or beneficiaries of any suchtrust or other instrument.

    (2) Limitation on compensation The exemption provided under paragraph (1) shall not beavailable to any charitable organization, or any trustee, director, officer, employee, orvolunteer of such a charitable organization, unless each person who, on or after 90 days afterDecember 8, 1995, solicits donations on behalf of such charitable organization from anydonor to a fund that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)], is either avolunteer or is engaged in the overall fund raising activities of a charitable organization andreceives no commission or other special compensation based on the number or the value of

    donations collected for the fund.

    3(a)(10)(B) and (D) of the Investment Company Act of 1940 provide:

    (B) For the purposes of subparagraph (A)(ii), a fund is described in this subparagraph ifsuch fund is a pooled income fund, collective trust fund, collective investment fund, orsimilar fund maintained by a charitable organization exclusively for the collective investmentand reinvestment of one or more of the following: (i) assets of the general endowment fundor other funds of one or more charitable organizations; (ii) assets of a pooled income fund;(iii) assets contributed to a charitable organization in exchange for the issuance of charitablegift annuities; (iv) assets of a charitable remainder trust or of any other trust, the remainderinterests of which are irrevocably dedicated to any charitable organization; (v) assets of a

    charitable lead trust; (vi) assets of a trust, the remainder interests of which are revocablydedicated to or for the benefit of 1 or more charitable organizations, if the ability to revokethe dedication is limited to circumstances involving (I) an adverse change in the financialcircumstances of a settlor or an income beneficiary of the trust; (II) a change in the identityof the charitable organization or organizations having the remainder interest, provided thatthe new beneficiary is also a charitable organization; or (III) both the changes described insubclauses (I) and (II); (vii) assets of a trust not described in clauses (i) through (v), theremainder interests of which are revocably dedicated to a charitable organization, subject tosubparagraph (C); or (viii) such assets as the Commission may prescribe by rule, regulation,or order in accordance with section 80a6(c) of this title.

    (D) For purposes of this paragraph (i) a trust or fund is maintained by a charitable

    organization if the organization serves as a trustee or administrator of the trust or fund or hasthe power to remove the trustees or administrators of the trust or fund and to designate newtrustees or administrators; (ii) the term pooled income fund has the same meaning as insection 642(c)(5) of title 26; (iii) the term charitable organization means an organizationdescribed in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26; (iv)the term charitable lead trust means a trust described in section 170(f)(2)(B), 2055(e)(2)(B),or 2522(c)(2)(B) of title 26; (v) the term charitable remainder trust means a charitableremainder annuity trust or a charitable remainder unitrust, as those terms are defined in

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    section 664(d) of title 26; and (vi) the term charitable gift annuity means an annuity issuedby a charitable organization that is described in section 501(m)(5) of title 26.

    The brief summary of benefits includes:

    1.Ability of a Nonprofit (a registered 501(c)(3)) to legally sell via electronic commerce,single stock future contracts (SSFC) of donated shares (common/preferred stock capital)of private/public registered companies the Nonprofit receives.

    2.Small businesses having the ability of distributing potential future ownership in theirventure to a wide array of potential investors in absence of a registration statement filedwith the Securities and Exchange Commission.

    CLAIMS

    1.A method of selling single stock futures contracts via electronic commerce.2.A method of selling single stock futures contracts via mass market commerce.3.A method of selling single stock futures contracts via nonprofit organization.4.A method of selling single stock futures contracts through a nonprofit organization via

    electronic commerce.

    5.A method of selling single stock futures contracts through a nonprofit organization viamass market commerce.

    6.A method of selling single stock futures contracts via electronic commerce, exempt fromregistration with the Securities and Exchange Commission (SEC).

    7.A method of selling single stock futures contracts via electronic commerce, exempt fromregistration with the Commodity Futures Trading Commission (CFTC).

    8.A method of distributing future share ownership of privately held corporations via massmarket commerce, exempt from registration with the Securities and ExchangeCommission (SEC).

    9.A method of distributing future share ownership of privately held corporations via massmarket commerce, exempt from registration with the Commodity Futures Trading(CFTC).

    10.A method of leveraging social networks and social network activity in financing equitybased financing.

    11.A method of distributing future share ownership via social networks of privately heldcorporations via mass market commerce, exempt from registration with the Securities andExchange Commission (SEC).

    12.A method of distributing future share ownership via social networks of privately heldcorporations via mass market commerce, exempt from registration with the CommodityFutures Trading Commission (CFTC).

    13.A method of distributing future share ownership via internet news portals of privatelyheld corporations via mass market commerce, exempt from registration with theSecurities and Exchange Commission (SEC).

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    14.A method of selling single stock futures contracts via electronic commerce, exempt fromregistration with the Commodity Futures Trading Commission (CFTC).

    15.A method of distributing future share ownership of privately held corporations viaelectronic commerce, exempt from registration with the Securities and ExchangeCommission (SEC).

    16.A method of distributing future share ownership of privately held corporations viaelectronic commerce, exempt from registration with the Commodity Futures Trading.

    17.A method of distributing future share ownership via social networks of privately heldcorporations via electronic commerce, exempt from registration with the Securities andExchange Commission (SEC).

    18.A method of distributing future share ownership via social networks of privately heldcorporations via electronic commerce, exempt from registration with the CommodityFutures Trading Commission (CFTC).

    19.A method of distributing future share ownership via internet news portals of privatelyheld corporations via electronic commerce, exempt from registration with the Securitiesand Exchange Commission (SEC).

    20.A method of distributing future share ownership via internet sales portals of privatelyheld corporations via electronic commerce, exempt from registration with theCommodity Futures Trading Commission (CFTC).

    21.A method of segregating donated assets in a separate escrow account.22.A method of breaking up donated assets into identifiable units.23.A method of producing futures contracts against identifiable units.24.

    A method of producing an electronic receipt for purchase of SSFC.

    25.A method of producing an electronic receipt acknowledging purchasers agreement andunderstanding to uniform futures disclosure form.

    26.A method of producing an electronic receipt informing purchaser of SSFC their right torescind purchase.

    27.A method of producing an electronic communication to purchaser of SSFC arounddelivery date of same.

    28.A method of producing an electronic communication to purchaser of SSFC of theValuation of same

    29.

    A method of producing an electronic communication to purchaser of SSFC of options

    available for the delivery of shares underlying same.

    30.A method of producing an electronic receipt for the delivery of shares underlying theSSFC.

    31.A method of producing an electronic communication as to the exempt status under 17CFR 230.144 of the shares delivered under the SSFC.

    32.A method of producing an electronic communication to the Fair Market Valuation of theshares delivered underlying the SSFC.

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    33.A method of producing an electronic communication to Charities willing to accept sharesdelivered under the SSFC.

    34.A method of using an ecommerce gateway for the delivery of the shares underlying theSSFC.

    35.A method of producing an electronic receipt of the purchase and delivery of sharesunderlying a SSFC.36.A method of electronically donating a certain amount of shares acquired under the SSFC

    to approved charitable organization.

    37.A method of producing an electronic receipt from receiving charity as to the receipt ofshares acquired under delivery of the SSFC.

    38.A method of producing an electronic receipt and valuation opinion as to the fair marketvalue of the shares donated, to charity as a result of the delivery of the underlying sharesof the SSFC.

    DESCRIPTIONCROSS-REFERENCE

    TO RELATED APPLICATIONS

    [0001] The present application claims priority from provisional application Ser. No. 61/292,416entitled " Method for For-Profit Company to Increase Charitable Gifting Through Stock FuturesContract Issued by Related Charitable Organization &/or Method for Charitable Organization toSupport Entrepreneurship by Increasing Investment in Start-Up and Early Stage Companies,"filed on January 5, 2010.

    [0002] The present application claims priority from provisional application Ser. No.61/422,027

    entitled Method of Financing Small Business and Support of Entrepreneurship ThroughCharitable Alliance filed on December 10, 2010.

    [0003]The present application claims priority from provisional application Ser. No.61/422,052entitled Method of Receiving Stock, Donating it and Receiving Fair Market Valuation forSame filed on December 10, 2010.

    [0004] The present application claims priority from provisional application Ser. No.61/422,041entitled Method of Financing Small Business Consulting Work filed on December 10, 2010.

    FIELD OF INVENTION

    [0005] This invention relates to a nonprofits distribution method of donated property. It is a

    system which creates a mechanism whereby the nonprofit can issue future rights to donatedproperty, specifically Single Stock Futures Contracts against donated common/preferred sharesof Private/Public Ventures (PPV) to potential donors and/or investors in a mass market/electroniccommerce environment, without requiring the donor and or the recipient of the donated propertythe additional burden of registering the future contract rights (Single Stock Futures Contract) andor the Donated Shares (DS), with the Securities and Exchange Commission (SEC) and/or theCommodity Futures Trading Commission (CFTC). More specifically, the invention relates to animproved method of distributing SSFC to donors and/or investors in purchasing shares in

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    common/preferred stock of private/public ventures (PPV) by aligning the PPV and the Nonprofit(NP) in creating enhanced transparency and market price efficiency, which is created by thefollowing mechanism:

    1) Shares donated to NP by PPV are passed through to NP in a Segregated Escrow Account(SEA) of the NP;

    2) NP performs due diligence on the PPV and requests the following information about the PPV;

    2a) Business Plan of PPV;

    2b) Management Resumes and Officer Director Background;

    2c) Web site URL;

    2d) Financials of POCS (audited/reviewed);

    2e) State of Incorporation and status (current, default, revoked);

    2f) Authorized, and issued common and preferred stock capital;

    2g) All options, warrants, and overhang;

    2h) All Employee Stock Option Plans (ESOPs), and Incentive Stock Option Plans (ISOPs);

    2i) All litigation involving the PPV, and whether defendant or plaintiff;

    2j) All schedules of debts (including convertible debentures);

    2k) All schedule of assets (including intellectual property, patents, trademarks, copyrights);

    2l) Certificate of designation for each issued class of preferred stock;

    2m) Signed representation form from PPV that they are not subject and/or qualified underRegulation T of the Federal Reserve Board.

    3) NP then divides donated property (common/preferred stock) into individual units;

    4) NP then issues SSFCs against the divided units with underlying collateral being(common/preferred stock of PPV) held in segregated escrow account for insurance of futuredelivery of collateral upon execution of delivery of the SSFC;

    5) NP places collected information in 2a-2l of PPV inside the NP website via a clearly IdentifiedSegregated Frame (ISF) with navigation of available information from PPV;

    6) NP then places within the ISF a banner identifying to viewer that SSFC in the PPV areavailable for purchase;

    7) Upon donor/investor clicking 6 above they are taken to an Ecommerce Electronic CheckoutPage (EECP) identifying the SSFC offer including amount of shares underlying the SSFC,

    European Clearing Future Delivery Date (ECFDD), and Delivery Price per Share (DPPS);

    8) Prior to paying for the SSFC the donor/investor will have to check and initial acceptance ofthe Uniform Futures Disclosure Form;

    9) Upon 1-8 being executed donor/investor will be taken to an electronic payment within the NPinternet website.

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    10) Upon donated shares conforming to 2m above purchaser will be directed to pay for the SSFCvia credit card or other electronic credit gateway.

    11) Upon donated shares not conforming to 2m above purchaser will be directed to pay forSSFC via a debit card and/or automated teller machine card (ATM) or electronic check.

    12) Upon purchaser concluding transaction, an email is sent to purchaser delivering an electronicreceipt with barcode; the electronically signed Uniform Futures Disclosure Agreement and anotice of three day right of rescission.

    BACKGROUND OF THE INVENTION

    [0006] Nonprofits are predominantly driven by donation classes, consisting of cash, property,real estate, annuities, life insurance bequeath and publicly traded securities. The presentinvention develops and supports the creation of a whole new donation class, consisting ofcommon/preferred stock of private corporation stock. It is with respect to these considerationsand others treat the present invention has been made. In order to understand the background ofthe invention, current business practices are presented below, followed by legal frameworks,structures and tools available to conduct business transactions under U.S. law.

    [0007] Current Business Practices

    [0008] Common Stock A form of corporate equity ownership, a type of security. It is called"common" to distinguish it from preferred.

    [0009] Preferred Stock A special equity security that has properties of both equity and a debtinstrument and is generally considered a hybrid instrument. Preferred are senior (i.e. higherranking) to common stock, but are subordinate to bonds and other forms of debt.

    [0010] Certificate of Designation The document describing the rights and privileges of theclass of securities it creates.

    [0011] Single Stock Futures Contracts (SSFC) Became effective on November 2, 2002 afterpassage Commodity Futures Modernization Act of 2000. They are futures contracts which withthe underlying asset being one particular stock. When purchased, no transmission of share rightsor dividends occurs. Being futures contracts they are traded on margin, thus offering leverage,and they are also considered an asset class under Internal Revenue Code 1234B for purposes oftacking to determine holding period to recognize long term capital gains and fair marketvaluation vs. cost basis as defined under IRC 561.

    [0012] Non Profit 501(c)(3) is an American tax-exempt, nonprofit corporation or association.Section 501(c) of the United States Internal Revenue Code (26 U.S.C. 501(c))

    [0013] Exemption of 501(c)(3) to Issue Single Stock Futures Contract - 3(a)(4) of the SecuritiesAct (as amended through October 13, 2009) contains a specific exemption for the securities of

    IRC 501(c)(3) non-profit organizations:

    (4) Any security issued by a person organized and operated exclusively for religious,educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniaryprofit, and no part of the net earnings of which inures to the benefit of any person, privatestockholder, or individual; or any security of a fund that is excluded from the definition of aSecurities that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940;

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    3(e) of the Exchange Act of 1934 provides:

    (e) Charitable organizations (1) Exemption Notwithstanding any other provision of thischapter, but subject to paragraph (2) of this subsection, a charitable organization, as definedin section 3(c)(10)(D) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(D)],or any trustee, director, officer, employee, or volunteer of such a charitable organization

    acting within the scope of such person's employment or duties with such organization, shallnot be deemed to be a "broker", "dealer", "municipal securities broker", "municipal securitiesdealer", "government securities broker", or "government securities dealer" for purposes ofthis chapter solely because such organization or person buys, holds, sells, or trades insecurities for its own account in its capacity as trustee or administrator of, or otherwise onbehalf of or for the account of (A) such a charitable organization; (B) a fund that isexcluded from the definition of an investment company under section 3(c)(10)(B) of theInvestment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)]; or (C) a trust or otherdonative instrument described in section 3(c)(10)(B) of the Investment Company Act of 1940[15 U.S.C. 80a-3(c)(10)(B)], or the settlors (or potential settlors) or beneficiaries of any suchtrust or other instrument.

    (2) Limitation on compensation The exemption provided under paragraph (1) shall not beavailable to any charitable organization, or any trustee, director, officer, employee, orvolunteer of such a charitable organization, unless each person who, on or after 90 days afterDecember 8, 1995, solicits donations on behalf of such charitable organization from anydonor to a fund that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)], is either avolunteer or is engaged in the overall fund raising activities of a charitable organization andreceives no commission or other special compensation based on the number or the value ofdonations collected for the fund.

    3(a)(10)(B) and (D) of the Investment Company Act of 1940 provide:

    (B) For the purposes of subparagraph (A)(ii), a fund is described in this subparagraph ifsuch fund is a pooled income fund, collective trust fund, collective investment fund, orsimilar fund maintained by a charitable organization exclusively for the collective investmentand reinvestment of one or more of the following: (i) assets of the general endowment fundor other funds of one or more charitable organizations; (ii) assets of a pooled income fund;(iii) assets contributed to a charitable organization in exchange for the issuance of charitablegift annuities; (iv) assets of a charitable remainder trust or of any other trust, the remainderinterests of which are irrevocably dedicated to any charitable organization; (v) assets of acharitable lead trust; (vi) assets of a trust, the remainder interests of which are revocablydedicated to or for the benefit of 1 or more charitable organizations, if the ability to revokethe dedication is limited to circumstances involving (I) an adverse change in the financial

    circumstances of a settlor or an income beneficiary of the trust; (II) a change in the identityof the charitable organization or organizations having the remainder interest, provided thatthe new beneficiary is also a charitable organization; or (III) both the changes described insubclauses (I) and (II); (vii) assets of a trust not described in clauses (i) through (v), theremainder interests of which are revocably dedicated to a charitable organization, subject tosubparagraph (C); or (viii) such assets as the Commission may prescribe by rule, regulation,or order in accordance with section 80a6(c) of this title.

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    (D) For purposes of this paragraph (i) a trust or fund is maintained by a charitableorganization if the organization serves as a trustee or administrator of the trust or fund or hasthe power to remove the trustees or administrators of the trust or fund and to designate newtrustees or administrators; (ii) the term pooled income fund has the same meaning as insection 642(c)(5) of title 26; (iii) the term charitable organization means an organization

    described in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26; (iv)the term charitable lead trust means a trust described in section 170(f)(2)(B), 2055(e)(2)(B),or 2522(c)(2)(B) of title 26; (v) the term charitable remainder trust means a charitableremainder annuity trust or a charitable remainder unitrust, as those terms are defined insection 664(d) of title 26; and (vi) the term charitable gift annuity means an annuity issuedby a charitable organization that is described in section 501(m)(5) of title 26.

    [0014] Small Business A business that is usually privately owned and operated with a smallnumber of employees and relatively low volume of sales.

    [0015] Future Delivery Price The price to deliver shares underlying a Single Stock FuturesContract (SSFC).

    [0016] Fair Market Value Qualified Holders of SSFC under IRC 1256 will be entitled to tackthe holding period of the SSFC onto the holding period of the Capital Stock received pursuant tothe terms and provisions of the SSFC, which qualifies as capital gain property within themeaning ofIRC 170(b)(1)(C)(iv) to be entitled to treat the gains or losses realized upon thesubsequent sale of the SSFC Capital Stock as long-term capital gain or loss, and the value ofthe Charitable Deduction for a donation of the SSFC Capital Stock as qualified appreciatedstock within the meaning ofIRC 170(e)(5)(B), which entitles the SSFC purchaser (the Holder)to deduct on a 1040 tax return or an 1120 tax return the market value determined by the marketquotations published on the date of the donation or contribution to a charitable or otherorganization qualified to receive tax deductible donations under IRC 170(c)(2), rather than theHolders purchase price in the SSFC Capital Stock, provided only that the Holder (and his

    family as defined in IRC 267(c)(4), above) do not attempt to contribute more than the 10% ofthe entire outstanding shares of Capital Stock in the corporation to the charitable or otherqualified organization, contrary to the provisions ofIRC 170(e)(5)(C) above.

    [0017] Internal Revenue Code (IRC) Federal tax law begins with the Internal Revenue Code(IRC), enacted by Congress in Title 26 of the United States Code (26 U.S.C.).

    [0018] IRC 1234B Defines a securities futures contract as:

    (c) Securities futures contract For purposes of this section, the term securities futurescontract means any security future (as defined in 3(a)(55)(A) of the Securities ExchangeAct of 1934, as in effect on the date of the enactment of this section). The Secretary mayprescribe regulations regarding the status of contracts the values of which are determined

    directly or indirectly by reference to any index which becomes (or ceases to be) anarrowbased security index (as defined for purposes of 1256(g)(6)).

    According to the summary of legislative history notes following IRC 1234B, the section was:

    Added {by} Pub. L. 106-554, Sec. 1(a)(7) [title IV, Sec. 401(a)], Dec. 21, 2000, 114 Stat.2763, 2763A-648; {and} amended {by} Pub. L. 107-147, title IV, Sec. 412(d)(1)(B), (3)(B),Mar. 9, 2002, 116 Stat. 53, 54; Pub. L. 108- 311, title IV, Sec. 405(a)(1), Oct. 4, 2004, 118Stat. 1188.) (Note that [ ] appear in the original; and { } are used to show

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    additions/insertions to the text of the Legislative History Note to 26 USC 1234B.) And,3(a)(55) thru (57) were added to the Securities Exchange Act of 1934 by P.L. 106-544,enacted Dec. 21, 2000, which also enacted IRC 1234B.

    In its entirety, 26 USC 1234B reads:

    Gains or losses from securities futures contracts

    (a) Treatment of gain or loss (1) In general Gain or loss attributable to the sale,exchange, or termination of a securities futures contract shall be considered gain or loss fromthe sale or exchange of property which has the same character as the property to which thecontract relates has in the hands of the taxpayer (or would have in the hands of the taxpayer ifacquired by the taxpayer).

    (2) Nonapplication of subsection This subsection shall not apply to (A) a contract whichconstitutes property described in paragraph (1) or (7) of 1221(a), and (B) any incomederived in connection with a contract which, without regard to this subsection, is treated asother than gain from the sale or exchange of a capital asset.

    (b) Short-term gains and losses Except as provided in the regulations under section1092(b) or this section, or in 1233, if gain or loss on the sale, exchange, or termination of asecurities futures contract to sell property is considered as gain or loss from the sale orexchange of a capital asset, such gain or loss shall be treated as short-term capital gain orloss.

    (c) Securities futures contract For purposes of this section, the term securities futurescontract means any security future (as defined in 3(a)(55)(A) of the Securities ExchangeAct of 1934, as in effect on the date of the enactment of this section). The Secretary mayprescribe regulations regarding the status of contracts the values of which are determineddirectly or indirectly by reference to any index which becomes (or ceases to be) anarrowbased security index (as defined for purposes of 1256(g)(6)).

    (d) Contracts not treated as commodity futures contracts For purposes of this title, asecurities futures contract shall not be treated as a commodity futures contract.

    (e) Regulations The Secretary shall prescribe such regulations as may be appropriate toprovide for the proper treatment of securities futures contracts under this title.

    (f) Cross reference For special rules relating to dealer securities futures contracts, see1256.

    Note that 3(a)(55)(A) of the Securities Exchange Act of 1934 was enacted on the same date asIRC 1234B

    [0019] IRC 1223(14) Provides that:

    (14) If the security to which a securities futures contract (as defined in 1234B) relates(other than a contract to which 1256 applies) is acquired in satisfaction of such contract, indetermining the period for which the taxpayer has held such security, there shall be includedthe period for which the taxpayer held such contract if such contract was a capital asset in thehands of the taxpayer.

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    The contract is not one to which IRC 1256 applies, because the last sentence ofIRC 1256(b)limits the definition of a 1256 contract so as to not include any securities futures contract unless such contract is a dealer securities futures contract.

    The term dealer securities futures contract is limited by IRC 1256(g)(9)(A) to contractswhich are entered into or purchased or granted by [a] dealer in the normal course of [the

    dealers] activity of dealing in such contracts which are traded on a qualified board orexchange, and by IRC 1256(g)(9)(B) to a person [who] performs functions similar to thefunctions performed by [options dealers] described in paragraph (8)(A). And, the optionsdealer described in IRC 1256 (g)(8)(A) is clearly limited to a person registered with [a]national securities exchange as a market maker or specialist, who has the obligation to make amarket in one or more designated securities on a regular and continuous basis, under theprovisions of the Securities Exchange Act of 1934, compiled in 15 USC 78c at 15 USC 78c(a)(38).

    [0020] IRS Form 8283 Generally, if the claimed deduction for an item or group of similaritems of donated property is more than $5,000, you must get a qualified appraisal made by aqualified appraiser, and you must attach Section B of Form 8283 to your tax return. There areexceptions, discussed later. You should keep the appraiser's report with your written records.Records are discussed in Publication 526.

    The phrase similar items means property of the same generic category or type (whether or notdonated to the same donee), such as stamp collections, coin collections, lithographs, paintings,photographs, books, nonpublicly traded stock, nonpublicly traded securities other thannonpublicly traded stock, land, buildings, clothing, jewelry, furniture, electronic equipment,household appliances, toys, everyday kitchenware, china, crystal, or silver. For example, if yougive books to three schools and you deduct $2,000, $2,500, and $900, respectively, your claimeddeduction is more than $5,000 for these books. You must get a qualified appraisal of the booksand for each school you must attach a fully completed Form 8283, Section B, to your tax return.

    Exceptions. You do not need an appraisal if the property is:

    Nonpublicly traded stock of $10,000 or less, A vehicle (including a car, boat, or airplane) for which your deduction is limited to the

    gross proceeds from its sale,

    Qualified intellectual property, such as a patent, Certain publicly traded securities described next, Inventory and other property donated by a corporation that are qualified contributions

    for the care of the ill, the needy, or infants, within the meaning of section 170(e)(3)(A) ofthe Internal Revenue Code, or

    Stock in trade, inventory, or property held primarily for sale to customers in the ordinarycourse of your trade or business.

    Although an appraisal is not required for the types of property just listed, you must providecertain information about a donation of any of these types of property on Form 8283.

    Publicly traded securities. Even if your claimed deduction is more than $5,000, neither aqualified appraisal nor Section B of Form 8283 is required for publicly traded securities that are:

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    Listed on a stock exchange in which quotations are published on a daily basis, Regularly traded in a national or regional over-the-counter market for which published

    quotations are available, or

    Shares of an open-end investment company (mutual fund) for which quotations arepublished on a daily basis in a newspaper of general circulation throughout the UnitedStates.

    Publicly traded securities that meet these requirements must be reported on Form 8283, Section A.

    A qualified appraisal is not required, but Form 8283, Section B, Parts I and IV, must becompleted, for an issue of a security that does not meet the requirements just listed but does meetthese requirements:

    1.The issue is regularly traded during the computation period (defined later) in a market forwhich there is an interdealer quotation system (defined later),

    2.The issuer or agent computes the average trading price (defined later) for the sameissue for the computation period,

    3.The average trading price and total volume of the issue during the computation period arepublished in a newspaper of general circulation throughout the United States, not laterthan the last day of the month following the end of the calendar quarter in which thecomputation period ends,

    4.The issuer or agent keeps books and records that list for each transaction during thecomputation period the date of settlement of the transaction, the name and address of thebroker or dealer making the market in which the transaction occurred, and the tradingprice and volume, and

    5.The issuer or agent permits the Internal Revenue Service to review the books and recordsdescribed in item 4 with respect to transactions during the computation period uponreceiving reasonable notice.

    An interdealer quotation system is any system of general circulation to brokers and dealers thatregularly disseminates quotations of obligations by two or more identified brokers or dealerswho are not related to either the issuer or agent who computes the average trading price of thesecurity. A quotation sheet prepared and distributed by a broker or dealer in the regular course ofbusiness and containing only quotations of that broker or dealer is not an interdealer quotationsystem.

    The average trading price is the average price of all transactions (weighted by volume), otherthan original issue or redemption transactions, conducted through a United States office of abroker or dealer who maintains a market in the issue of the security during the computation

    period. Bid and asked quotations are not taken into account.

    The computation period is weekly during October through December and monthly duringJanuary through September. The weekly computation periods during October through Decemberbegin with the first Monday in October and end with the first Sunday following the last Mondayin December.

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    Nonpublicly traded stock. If you contribute nonpublicly traded stock, for which you claim adeduction of $10,000 or less, a qualified appraisal is not required. However, you must attachForm 8283 to your tax return, with Section B, Parts I and IV, completed.

    Deductions of More Than $500,000

    If you claim a deduction of more than $500,000 for a donation of property, you must attach aqualified appraisal of the property to your return. This does not apply to contributions of cash,inventory, publicly traded stock, or intellectual property. If you do not attach the appraisal, youcannot deduct your contribution, unless your failure to attach the appraisal is due to reasonablecause and not to willful neglect.

    [0021] Securities and Exchange Commission The U.S. Securities and ExchangeCommission (frequently abbreviated SEC) is a federal agency which holds primaryresponsibility for enforcing the federal securities laws and regulating the securities industry, thenation's stock and options exchanges, and other electronic securities markets in the United States.In addition to the 1934 Act that created it, the SEC enforces the Securities Act of 1933, the TrustIndenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of

    1940, the Sarbanes-Oxley Act of 2002 and other statutes. The SEC was created by section 4 ofthe Securities Exchange Act of 1934 (now codified as 15 U.S.C. 78d and commonly referred toas the 1934 Act).

    [0022] Rule 144 Rule 144, promulgated by the SEC under the 1933 Act, permits, under limitedcircumstances, the sale of restricted and controlled securities without registration. In addition torestrictions on the minimum length of time for which such securities must be held and themaximum volume permitted to be sold, the issuer must agree to the sale. If certain requirementsare met, Form 144 must be filed with the SEC. Often, the issuer requires that a legal opinion begiven indicating that the resale complies with the rule. The amount of securities sold during anysubsequent 3-month period generally does not exceed any of the following limitations:

    1% of the stock outstanding The average weekly reported volume of trading in the securities on all national securities

    exchanges for the preceding 4 weeks

    The average weekly volume of trading of the securities reported through the consolidatedtransactions reporting system (NASDAQ)

    Notice of resale is provided to the SEC if the amount of securities sold in reliance on Rule 144 inany 3-month period exceeds 5,000 shares or if they have an aggregate sales price in excess of$50,000. After one year, Rule 144(k) allows for the permanent removal of the restriction exceptas to 'insiders'.

    In cases of mergers, buyouts or takeovers, owners of securities who had previously filed Form144 and still wish to sell restricted and controlled securities must refile Form 144 once themerger, buyout or takeover has been completed.

    [0023] Commodity Modernization Act The United States federal legislation that clarifiedmost over-the-counter derivatives (OTC derivatives) transactions between sophisticatedparties would not be regulated as futures under the Commodity Exchange Act (CEA) or assecurities under the federal securities laws. Instead, the major dealers of those products (banksand securities firms) would continue to have their dealings in OTC derivatives supervised by

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    their federal regulators under general safety and soundness standards. Functional regulationof derivatives products by the Commodity Futures Trading Commission (CFTC) was rejected forcontinued entity-based supervision of OTC derivatives dealers.

    [0024] European Clearing Structure An option that can only be exercised at the end of itslife, at its maturity.

    BRIEF SUMMARY OF INVENTION

    [0025] In accordance with one aspect of the invention, a method supports the electroniccommerce marketing of SSFCs supported by private business donation of common/preferredstock to a charitable organization. The method includes the step of proceeding with the businessobjective in response to a decision by a decision maker by performing at least one of severalother steps. The other steps include:

    [0026] A For-Profit Corporation (FPC) wishing to Underwrite a Series of Securities (USS)establishes or identifies a non-profit 501(c)(3) corporation (NPC) to be a beneficiary of theprocess;

    [0027] A series of securities (preferred and/or common stock) (POCS) from the FPC is thendonated to the designated NPC;

    [0028] The NPC performs due diligence on the FPC as it pertains to the POCS, collectingcurrent information as would be required to register a class of securities under Section 12(g) ofthe 1934 Securities and Exchange Act;

    [0029] Upon acceptable information being provided by the FPC to the NPC in [0005] above, theNPC accepts the POCS from the FPC and moves them to a Segregated Escrow Account (SEA);

    [0030] Upon [0028], [0029] being complete, the NPC then disseminates information as to theFPC and publishes this information with an enclosed online frame of the NPC website as a subdomain of the URL.

    [0031] On the Sub domain NPC URL banner information is presented informing viewer thatSSFCs are available for purchase.

    [0032] Upon viewer clicking on the link in [0031] above, Purchaser will be sent to anEcommerce Electronic Checkout Page (EECP) within the NPC sub domain.

    [0033] In [0032] above Purchaser will be presented the SSFC offer including amount of sharesunderlying the SSFC, European Clearing Future Delivery Date (ECFDD), and Delivery Price perShare (DPPS).

    [0034] Upon Purchaser wishing to proceed with SSFC purchase, they will be prompted to read,accept and initial a Uniform Futures Disclosure Form.

    [0035] Upon Purchaser successfully completing [0034] above, they will be directed to anelectronic checkout page confirming order and requesting name, address, email, amount, creditcard information and security identification as required by payment gateway.

    [0036] Upon FPC being exempt under Regulation T of the Federal Reserve Board, Purchaserwill have option to purchase SSFC using credit, in the form credit card and or other form ofelectronic credit gateway.

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    [0037] Upon FPC not being exempt under Regulation T of the Federal Reserve Board Purchaserwill be limited to purchasing SSFC by either electronic check, and or electronic debit transaction.

    [0038] Upon Purchaser consummating transaction, a bar-coded receipt and description of thepurchase of the SSFC is generated and sent to the viewers email as input in [0035] above.

    [0039] Upon Purchaser consummating transaction, a separate email is sent to the Purchasershowing acceptance and electronic signature of the Uniform Futures Disclosure Formaccompanying the [0038] above.

    [0040] Upon Purchaser consummating transaction, a separate email is sent notifying viewer of a3 day right to rescind the purchase of the SSFC.

    [0041] On or about the European Delivery date of the SSFC, an email is sent to the Purchaserdetailing the economics of the SSFC including Fair Market Valuation of the equity build up inthe SSFC in accordance to assisting in the execution of [0003] above.

    DESCRIPTION OF THE DRAWINGS

    [0042] Non-limiting and non-exhaustive embodiments of the present invention are described

    with reference to the accompanying drawings. In the drawings, like reference numerals refer tolike parts throughout the various figures unless otherwise specified.

    [0043] FIG. 1 illustrates one example of a logic flow for supporting charitable giving by abusiness in furtherance of a profit objective of the business;

    [0044] FIG. 2 illustrates the NPC summary of due diligence prior of FPC prior to issuance ofSSFC representing same.

    [0045] FIG. 3 illustrates the Process a NPC undertakes to segregate POCS into SSFC Units.

    [0046] FIG. 4 illustrates posting of information of the FPC within the NPC website, for the sakeof selling SSFC in same.

    [0047] FIG. 5 illustrates the electronic checkout/ecommerce layout and information provided toprospective purchaser of a SSFC.

    [0048] FIG. 5a illustrates the process or a prospective purchaser filling out the requiredinformation to determine eligibility of program.

    [0049] FIG. 6 illustrates process of purchaser accepting the uniform futures disclosure form.

    [0050] FIG. 6a illustrates process of purchaser receiving email receipt of uniform futuresdisclosure form.

    [0051] FIG. 7 illustrates process of purchaser receiving receipt of purchase of single stockfutures contract, with email verification of same.

    [0052] FIG 8 illustrates process of charity informing purchaser of SSFC of value of same forpurposes of facilitating electronic purchase and delivery of same.

    [0053] FIG 8a illustrates ecommerce page SSFC owner is directed to from FIG 8 to pay fordelivery of shares underlying SSFC

    [0054] FIG 9 illustrates process of charity directing owner of newly delivered of options ofdelivery.

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    [0055] FIG 10 illustrates process of charity taking information of who and how many sharesare to be donated and or delivered to purchaser.

    [0056] FIG 10a illustrates an instant Fair Market Valuation Opinion being electronicallygenerated for the benefit of the Donors records.

    DETAILED DESCRIPTION OF CERTAIN EMBODIMENTS

    [0057] The present invention is described more fully hereinafter with reference to specificillustrative embodiments. This invention may, however, be embodied in many different formsand should not be construed as limited to the embodiments set forth herein; rather, theseembodiments are provided so that this disclosure will be thorough and complete, and will fullyconvey the scope of the invention to those skilled in the art. The methods may involve one ormore entities (including a person, business, non-profit, computer device, or the like) performingsome or all parts of an action, or set of actions. The entities may communicate in-person, over anetwork, including a computer network, or the like. The following detailed description is,therefore, not to be taken in a limiting sense.

    [0058] Throughout the specification and claims, the following terms take the meanings explicitlyassociated herein, unless the context clearly dictates otherwise. The phrase "in one embodiment"as used herein does not necessarily refer to the same embodiment, though it may. Furthermore,the phrases "in another embodiment" or "in an alternate embodiment" as used herein does notnecessarily refer to a different embodiment, although it may. Thus, as described below, variousembodiments of the invention may be readily combined, without departing from the scope orspirit of the invention.

    [0059] In addition, as used herein, the term "based on" is not exclusive and allows for beingbased on additional factors not described, unless the context clearly dictates otherwise. Inaddition, throughout the specification, the meaning of "a," "an," and "the" include plural

    references. The meaning of "in" includes "in" and "on."

    [0060] As used herein, the term "decision maker" refers to a director, an officer, an employee, acommittee, a partner, a general partner, a manager, a member, a trustee, trustee in bankruptcy,agent, attorney-in-fact, advisor, singly or in any combination, who or which is in a position tomake decisions for or on behalf of a business or affecting a business.

    [0061] The term "asset" means an item of property in which the business owns or holds anownership interest or beneficial interest, directly or indirectly, and encompasses all forms andvarieties of assets, including without limitation, partial interests, undivided interests, jointly heldinterests, co-tenancy interests, stock, equity interests, tangibles, real estate, personality, as well asintangibles of every variety and description, including without limitation goodwill, paper,

    interests in litigation, records, intellectual property, and investment interests.[0062] The terms "stock" and "equity" refer to any type of equity ownership in a business,including preferred stock, common stock, LLC units, partnership units, or the like.

    [0063] The invention describes a protocol, process and procedure to permit qualified Non-Profit Charitable organizations (NPC) (formed and operated for purposes described in Section501(c)(3)), to sell via electronic means single stock futures contracts in corporations who havedonated common/preferred stock to the Non-Profit. This process exists in part due to an

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    exemption of501(c)(3) NPCs to issue Single Stock Futures Contract under 3(a)(4) of theSecurities Act (as amended through October 13, 2009), which contains a specific exemption forthe securities ofIRC 501(c)(3) non-profit organizations:

    (4) Any security issued by a person organized and operated exclusively for religious,educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary

    profit, and no part of the net earnings of which inures to the benefit of any person, privatestockholder, or individual; or any security of a fund that is excluded from the definition of aSecurities that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940;

    3(e) of the Exchange Act of 1934 provides:

    (e) Charitable organizations (1) Exemption Notwithstanding any other provision of thischapter, but subject to paragraph (2) of this subsection, a charitable organization, as definedin section 3(c)(10)(D) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(D)],or any trustee, director, officer, employee, or volunteer of such a charitable organizationacting within the scope of such person's employment or duties with such organization, shall

    not be deemed to be a "broker", "dealer", "municipal securities broker", "municipal securitiesdealer", "government securities broker", or "government securities dealer" for purposes ofthis chapter solely because such organization or person buys, holds, sells, or trades insecurities for its own account in its capacity as trustee or administrator of, or otherwise onbehalf of or for the account of (A) such a charitable organization; (B) a fund that isexcluded from the definition of an investment company under section 3(c)(10)(B) of theInvestment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)]; or (C) a trust or otherdonative instrument described in section 3(c)(10)(B) of the Investment Company Act of 1940[15 U.S.C. 80a-3(c)(10)(B)], or the settlors (or potential settlors) or beneficiaries of any suchtrust or other instrument.

    (2) Limitation on compensation The exemption provided under paragraph (1) shall not be

    available to any charitable organization, or any trustee, director, officer, employee, orvolunteer of such a charitable organization, unless each person who, on or after 90 days afterDecember 8, 1995, solicits donations on behalf of such charitable organization from anydonor to a fund that is excluded from the definition of an investment company under section3(c)(10)(B) of the Investment Company Act of 1940 [15 U.S.C. 80a-3(c)(10)(B)], is either avolunteer or is engaged in the overall fund raising activities of a charitable organization andreceives no commission or other special compensation based on the number or the value ofdonations collected for the fund.

    3(a)(10)(B) and (D) of the Investment Company Act of 1940 provide:

    (B) For the purposes of subparagraph (A)(ii), a fund is described in this subparagraph if

    such fund is a pooled income fund, collective trust fund, collective investment fund, orsimilar fund maintained by a charitable organization exclusively for the collective investmentand reinvestment of one or more of the following: (i) assets of the general endowment fundor other funds of one or more charitable organizations; (ii) assets of a pooled income fund;(iii) assets contributed to a charitable organization in exchange for the issuance of charitablegift annuities; (iv) assets of a charitable remainder trust or of any other trust, the remainderinterests of which are irrevocably dedicated to any charitable organization; (v) assets of acharitable lead trust; (vi) assets of a trust, the remainder interests of which are revocably

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    dedicated to or for the benefit of 1 or more charitable organizations, if the ability to revokethe dedication is limited to circumstances involving (I) an adverse change in the financialcircumstances of a settlor or an income beneficiary of the trust; (II) a change in the identityof the charitable organization or organizations having the remainder interest, provided thatthe new beneficiary is also a charitable organization; or (III) both the changes described in

    subclauses (I) and (II); (vii) assets of a trust not described in clauses (i) through (v), theremainder interests of which are revocably dedicated to a charitable organization, subject tosubparagraph (C); or (viii) such assets as the Commission may prescribe by rule, regulation,or order in accordance with section 80a6(c) of this title.

    (D) For purposes of this paragraph (i) a trust or fund is maintained by a charitableorganization if the organization serves as a trustee or administrator of the trust or fund or hasthe power to remove the trustees or administrators of the trust or fund and to designate newtrustees or administrators; (ii) the term pooled income fund has the same meaning as insection 642(c)(5) of title 26; (iii) the term charitable organization means an organizationdescribed in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26; (iv)the term charitable lead trust means a trust described in section 170(f)(2)(B), 2055(e)(2)(B),

    or 2522(c)(2)(B) of title 26; (v) the term charitable remainder trust means a charitableremainder annuity trust or a charitable remainder unitrust, as those terms are defined insection 664(d) of title 26; and (vi) the term charitable gift annuity means an annuity issuedby a charitable organization that is described in section 501(m)(5) of title 26.

    [0064] The invention involves the formation or selection of a target company (i.e., a businessor company which meets the selection criteria of the charitable organization) utilizingappropriate criteria, including the potential for the target company to become a publiccompany by meeting essential criteria (IBP) which include the standards required to submit aregistration statement with the U.S. Securities and Exchange Commission to become SECsection 12(g) Reporting Company with a class of securities eligible to trade (either throughregistration and or exemption from registration as afforded under CFR 17.230.144 inclusive) onan Domestic, Foreign or Over the Counter (OTC) exchange and or platform, (or with or throughany similar regulatory organization which supervises and/or regulates the registration orregulation of companies offering their securities for purchase to the general public and/or theregistration or regulation of securities exchanges) or similar essential criteria(IBP).

    [0065] In addition to the essential criteria indicated above, other criteria may include:

    [0066] Shares donated to NP by PPV are passed through to NP in a Segregated Escrow Account(SEA) of the NP;

    [0067] NP performs due diligence on the PPV and requests the following information about thePPV:

    A. Business Plan of PPV;

    B. Management Resumes and Officer Director Background;

    C. Web site URL;

    D. Financials of POCS (audited/reviewed);

    E. State of Incorporation and status (current, default, revoked);

    F. Authorized, and issued common and preferred stock capital;

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    G. All options, warrants, and overhang;

    H. All Employee Stock Option Plans (ESOPs), and Incentive Stock Option Plans (ISOPs);

    I. All litigation involving PPV and whether defendant or plaintiff;

    J. All schedule of assets (including intellectual property, patents, trademarks, copyrights);

    K. All schedules of debts (including convertible debentures);

    L. Certificate of designation for each issued class of preferred stock;

    M. Signed representation form from PPV that they are not subject and/or qualified underRegulation T of the Federal Reserve Board.

    [0068] NP then divides donated property (common or preferred stock) into individual units;

    [0069] NP then issues SSFCs against the divided units with underlying collateral being(common/preferred stock of PPV) held in segregated escrow account for insurance of futuredelivery of collateral upon execution of delivery of the SSFC;

    [0070] NP places collected information in 2a-2l of PPV inside the NP website via a clearlyIdentified Segregated Frame (ISF) with navigation of available information from PPV;

    [0071] NP then places within the ISF a banner identifying to viewer that SSFC in the PPV areavailable for purchase;

    [0072] Upon donor/investor clicking [0069] above, they are taken to a Ecommerce ElectronicCheckout Page (EECP) identifying the SSFC offer including amount of shares underlying theSSFC, European Clearing Future Delivery Date (ECFDD), and Delivery Price per Share (DPPS);

    [0073] Prior to paying for the SSFC the donor/investor will have to check and initial acceptanceof the Uniform Futures Disclosure Form;

    [0074] Upon [0066], [0067], [0068], [0069], [0070], [0071], [0072] & [0073] being executed,donor/investor will be taken to an electronic payment within the NP internet website;

    [0075] Upon donated shares conforming to [0067] subsection L above, purchaser is qualified topay for the SSFC via credit card;

    [0076] Upon donated shares not conforming to [0067] subsection L above, purchaser is qualifiedto pay for SSFC via a debit card and/or automated teller machine card (ATM) or electroniccheck;

    [0077] Upon purchaser concluding transaction, an email is sent to purchaser delivering anelectronic receipt of SSFC purchase;

    [0078] Upon purchaser concluding transaction, an email is sent to purchaser deliveringelectronically signed uniform futures disclosure form pertaining to SSFC purchase;

    [0079] Upon purchaser concluding transaction, an email is sent to purchaser delivering anelectronic receipt that purchaser has right to rescind transaction within three business days;

    [0080] Upon purchaser concluding transaction, an email is sent to purchaser prior to deliverydate informing of fair market valuation of SSFC, and choices in taking delivery of same.

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    FPC Non-profit

    1

    2

    1. For Profit Corporation gifts shares to a 501(c)(3) qualified Non-Profit Corporation.

    2. Non-Profit Corporation accepts gifted shares and determines that assisting thecompany in a Business Development iniatitive is in the Non-Profits best interest.

    Fig 1

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    FPC Non-profit

    1

    Fig 2

    1) Business plan2) Management resumes and officer & directors background3) Website URL4) Audited financials of company5) Standing with state of incorporation6) Capital structure of company7) Company overhang (option/warrants, etc)8) ESOP's/ISOP's9) Litigation10) Schedule of debts11) Schedule of assets

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    FPC Non-profit

    1

    Fig 3

    Segregated

    Escrow

    Account

    Bar coded

    Collateral Units

    Single Stock

    Futures

    Contracts

    4

    3

    2

    1) For profit corporation donates sharesto Non-profit

    2) Non-profit places donated shares into asegregated escrow account.

    3) Donated shares are broken down intobar coded collateral units.

    4) Single Stock Futures Contract are createdfor each Barcoded Collateral Unit

    5) Barcoded and Collateral Backed SingleStock Futures Contracts are placed in

    online inventory for sale.

    Placed in online

    inventory

    5

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    Fig 4

    NON PROFIT Website

    (permanent outer frame)

    FPC I

    1

    3 SSFC I 4

    6

    SSFC

    Banner

    AD

    For Profit Corporation Embedded Information 2

    For Profit Corporation Embedded Information Window

    5

    1) Non Profit Website (permanent outer frame)

    2) For Profit Corporation Information embedded (permanent inner frame)within the Non profit website shell.

    3) Links that open within the Non Profit Website Shelldisclosing publicily available information about the For Profit Corporation(permanent inner frame)

    4) Links that open within the Non Profit Website Shell (permanent inner frame)disclosing information about the For Profit Corporation Single Stock Futures Contract

    5) Graphical view in support that all information about the For Profit Corporation and/orthe single stock futures contract will at all times be within the Non-Profit website shellclearly identified by any viewer or prospective purchaser.(Non Profit permanent outer frame, with For Profit information being permanent inner frame

    6) Banner Ad within the Non Profit Website explaining to viewer/prospective purchaserthat Single Stock Futures Contracts are available for purchase. (permanent inner frame)

    NONPROFITWebsite(permanentouterframe)

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    Fig 5

    Non-Profit Website

    (permanent outer frame)

    1

    Non-ProfitWebsite

    (permanentouterframe)

    Product Details Rate

    2 3 4

    For Profit Corporation(permanent inner frame)

    5

    1) Description of product (Single Stock Futures Contract of Eureka Foundation 00a1).

    2) Details of the Single Stock Futures Contract (Right to take delivery of X amountshares of Y stock on or before (delivery date) for (delivery price) per share.

    3) Future contract deposit per share.

    4) Calculated field consisting of the formula of,(Amount of shares) x ( Future contract deposit per share).

    5) Proceed to Checkout Box

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    Fig 5a

    Non-Profit Website

    (permanent outer frame)

    Non-ProfitWebsite

    (permanentouterframe)

    For Profit Corporation(permanent inner frame)

    First Name

    Last Name

    Address

    City

    State

    Zip

    Credit CardInformation

    Security Code

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    Fig 6

    Non-Profit Website

    (permanent outer frame)

    Non-ProfitWebsite

    (permanentouterframe)

    For Profit Corporation(permanent inner frame)

    I have read and agree tothe uniform futures form

    7

    Uniform Futures Disclosure Form

    6 Electronic Signature

    (First Name) (Last Name)

    (Language of Disclosure)

    (Delivery Date)

    (Delivery Price per share) 5

    4

    3

    2

    1

    8

    1) Auto generated customized Uniform Futures Disclosure Form2) First and Last Name drawn by intake form

    3) Language of disclosure agreement4) Delivery date of shares/expiration of SSFC.5) Delivery Price per share6) Confirmation of acceptance of terms7) Electronic signature8) Continue to checkout

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    Fig 6a

    Non-Profit Website

    (permanent outer frame)

    Non-ProfitWebsite

    (permanentouterframe)

    For Profit Corporation(permanent inner frame)

    Uniform Futures Disclosure Form

    (First Name) (Last Name)

    (Language of Disclosure)

    (Delivery Date)

    (Delivery Price per share)

    1

    Futures Disclosure Document Sent to (Email)

    1) Confirmation page that Uniform Futures Disclosure Formwas sent to purchasers email address.

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    Fig 7

    Non-Profit Website

    (permanent outer frame)

    Non-ProfitWebsite

    (permanentouterframe)

    For Profit Corporation(permanent inner frame)

    Single Stock Futures C ontract

    (First Name) (Last Name)

    (Language of Single Stock Futures Contract )

    (Amount of Shares)

    (Issuer of Shares)

    (Physical Location of Shares)

    (Delivery Date)

    (Delivery Price per share)

    5

    4

    3

    2

    1

    6

    7

    8

    SSFC Sent to (Email)

    9

    1) Auto generated Single Stock Futures Contract with date of purchase2) First and Last name of Owner3) Language of Single Stock Futures Contract

    4) Amount of shares5) Issuer of shares (underlying collateral)6)Physical location of Shares7) Delivery Date (expiration date) of Single stock futures contract8) Delivery price per share9) confirmation that Single Stock Futures contract was sent to email provided.

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    Fig 8

    Non-Profit Website(permanent outer frame)

    1

    Non-ProfitWebsite

    (perman

    entouterframe)

    3

    4

    For Profit Corporation(permanent inner frame)

    1) Bar C oded Single Stock Futures Contract which matches Physical Contract Sent.2) Identification of Underlying Collateral of the Single Stock Futures Contract (Stock).3) Total Amount of Shares Available Under the Single Stock Futures Contract.4) Total Amount of Shares Owner of Contract Wants to Take Delivery On (Input Field).5) Delivery Price per Share.6) Bid Price of Underlying Stock at the C lose of Business.7) Ask Price of Underlying Stock at the C lose of Business.8) Fair Market Valuation Price of Shares (Bid+Ask/2) +Variables of Valuation)9) Total (calculated field (Delivery Price per Share * Total Amount of Shares to Deliver).10) Continue to checkout (goto FIG 8a)

    Single Stock Futures Contract #

    Underlying Collateral of Contract

    5

    Total Amount of Shares Available

    Total Amount of Share to Deliver

    Delivery Price per Share

    Bid Price

    Ask Price

    Fair Market Valuation Price

    Total

    6

    7

    8

    2

    9

    10

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    Fig 8a

    Non-Profit Website

    (permanent outer frame)

    Non-P

    rofitWebsite

    (perman

    entouterframe)

    For Profit Corporation(permanent inner frame)

    First Name

    Last Name

    Address

    City

    State

    Zip

    Credit CardInformation

    Security Code

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    31

    Fig 9

    Non-Profit Website

    (permanent outer frame)

    Non-P

    rofitWebsite

    (perman

    entouterframe)

    For Profit Corporation(permanent inner frame)

    Company Shares

    Total Amount of Shares Owned

    Total Amount to Take in Your Name

    Total Amount to Donate in Charity

    Do you Want to Donate to a Charitywhich has been pre-qualified and cangive instant receipt and Fair MarketOpinion of Donation

    YES NO

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    32

    Fig 10

    Non-Profit Website

    (permanent outer frame)

    N

    on-ProfitWebsite

    (p

    ermanentouterframe)

    For Profit Corporation(permanent inner frame)

    Company Shares

    Total Amount of Shares Owned Called Field

    Date which SSFC was AcquiredCalled Field

    Are You an Officer of Directorof the Shares Underlying the SSFC YES/NO

    Date at which you took deliver ofthe shares underlying SSFC

    Called Field

    Charity to which you want todonate shares to

    Scroll Box of Pre Qualified Charities

    Amount of Shares I wan to Donate Input

    Input Field

    I authorize Eureka Foundation to send shares immediatelyin the amount to the designated above to the Charity identified.

    Electronic Signature

    Donate Share s

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    Fig 10a

    Non-Profit Website(permanent outer frame)

    Non-Pr

    ofitWebsite

    (permanentouterframe)

    Law Firm Letterhead

    Signature of Lawyer

    Send as Email

    To whom it may concern:

    (Individual/company) on this date donated (Amount of shares) of (Company Name)(Stock Symbol).

    We have received Representation from donor that they are not an officer or director, andthe average closing shares price on day of donation was (Calculated Field- (Bid+Ask/2)

    The Chairty which received the shares via an irrevocable transfer is a chairty in goodwith the IRS, has filed current form 990's and is current and good standing with thesecretary of state in which they are incorporated.

    In our opinion the charity would be qualified as a (Private/Public) (Charity/Foundation)and that the donation of shares for valuation purposes of the donation would be

    $100,000 dollars

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