However, my greatest fear is that in the moment of a true emergency (the single most important factor in my owning a mobile) I will find out that I have no reception, no 3G access, and no GPS to alert anyone to where I am. Horror movies might as well just have all those nubile teenagers using AT&T; at least it would be believable when they can’t call for help. Yet, AT&T was not always as useful as shit on a stick.

Before July 2, 2009, I would have hands down recommended AT&T to anyone looking for a phone. Their service in Chicago had been very solid, 3G was pretty decent, and my new Nokia E71X was working admirably. Then, on July 2, for about an hour or more, I lost complete service. I mean everything: no data, no texts, no calls. I tried my other older phone, my trusty Cingular 8525 (yeah, I’ve been with AT&T for a while); no luck. And, all this happened the only hour I actually needed to make calls for business. So, I wrote an email to customer service, and got a fairly quick response. Here is a copy, sensitive information redacted, of my email to customer service first, and then the response:

Q1:Enter the wireless number associated with the account you’re inquiring about
A1:[redacted]

Q2:How long did your call last before it dropped?
A2:immediate disconnect

Q3:Where did the call drop?
A3:no connection established

Q4:Do you seem to drop calls in this particular area or does it happen in different areas as well?
A4:Reception seems fine, rarely ever dropped calls before this afternoon.

Q5:How long have you had your existing phone?
A5:2 months, also happens on my other AT&T line, I’ve had that phone for 2 years.

Q6:Enter your question concerning Dropped Calls below:
A6:It is ironic that this happens the one time during the day when I actually really need to make calls. The fact that it is a consistent “connection error” does not make me feel any better. I understand if circumstances are outside of the company’s control, but I pay a good sum of money and expect continuous and unabridged service.

Thank You. Sorry if I seem grumpy, the timing just was terrible for lost service.

Obviously, I was a bit cranky…. The response:

Dear Mr. Angel,

Thank you for contacting AT&T about your issue with dropped calls. I apologize for any inconvenience that this may have caused you. My name is [redacted] and I’ll be happy to help you with this.

We have reviewed the coverage area based on your home address and showed we did have a couple of tower outages that began 7/2/09. The issue is being worked currently. We plan on have the towers restored within 24hrs. [emphasis added]

Mr. Angel I hope that the information provided has been helpful and has resolved all of your questions. Should you have additional concerns or questions about this issue please reply to this email. If you need to contact us again regarding a new issue please send us another email via the contact link through your online account. Again, my name is [redacted], and I thank you for being a valued AT&T customer over the years. We will do our best to ensure that your wireless experience is a success.

I encourage you to visit our web site (www.att.com/wireless) often to view current and previous monthly statements, make payments and to shop for new product and service offerings.

Sincerely,

[redacted]
AT&T
Online Customer Care Professional

Anyhow, service was restored, and all appeared to be right in the world. Except, I began to notice periodic periods of pitiful performance by AP&P … er, AT&T. It kept happening and from my limited inquiries to friends and family with AT&T since then, I am not the only one having the AT&T “experience”.

So, I would be walking around my neighborhood, go inside a restaurant, be not 20 feet from the street, and BAM, no reception, no 3G, no GPS, no nothing. Same thing would happen occasionally at home. Now, maybe you’ll give AT&T the benefit of the doubt. “But, David,” you’ll say, “some of those are older buildings, made of brick and mortar….” Point granted, but here’s the thing: before that major tower outage, I got reception in those restaurants and at home. I got signal, could make calls, send texts, use 3G and GPS. I got game, soul, the bat signal … whatever, you get the point. AT&T didn’t always suck, and now they do.

So, on July 21 when it happened at home, I sent another email to customer service, and it went like this:

Q1:Enter the wireless number associated with the account you’re inquiring about
A1:[redacted]

Q2:How long did your call last before it dropped?
A2:1 minute

Q3:Where did the call drop?
A3: Outside

Q4:Do you seem to drop calls in this particular area or does it happen in different areas as well?
A4:don’t travel, same area

Q5:How long have you had your existing phone?
A5:3 months, about

Q6:Enter your question concerning Dropped Calls below:
A6:Reception, signal, and 3G use to be very solid in my area, [redacted], but recently it has been very poor, crappy actually. Areas I use to get full signal is now 3 bars at best, areas I use to get moderate reception now has none. Has something changed recently to cause such a degradation in the AT&T network?

A bit more polite this time around, after all I had a pretty good explanation the last time it happened. I got a response, but it was a request for an exact address. I provided it, and here was the subsequent reply:

Dear Mr. Angel,

Thank you for taking the time to e-mail AT&T regarding coverage. My name is [redacted], and I am happy to help you with your inquiry. I am sorry for the frustration not having good coverage has caused and I understand the urgency of having good service.

I have reported a network issue for the addresses of [redacted] and [redacted]. I am showing that there are several towers in the area at this time that are having issues. The service on some of the towers should not be service effecting and the others should be back up [emphasis added], but since you stated you are still having troubles in these areas I have reported the network issue so they will know you are still having troubles with the service.

If you continue to have troubles with the service in these areas please call customer care from a landline phone while in a troubled area and then they will be able to troubleshoot further.

I hope that the information provided has been helpful and has resolved all of your questions, Mr. Angel. Should you have additional concerns or questions about this issue please reply to this email. If you need to contact us again regarding a new issue please send us another email via the contact link through your online account. Again, my name is [redacted], and we realize you have many choices for a wireless service provider. I want to personally thank you for considering AT&T as your choice for wireless service!

I encourage you to visit our web site (www.att.com/wireless) often to view current and previous monthly statements, make payments and to shop for new product and service offerings.

Sincerely,

[redacted]
AT&T
Online Customer Care Professional

So, it seems that there are some towers having issues, but they should not be service affecting.

It then happened again, and again, and again, and again. I’ve simply stopped complaining about it to AT&T, as prompt as their customer service is. After all, if I report this is not a localized event, that it happens throughout a full city block, why must I report every single address? So, I am simply going to keep track of when and where I have the AT&T experience, and I’ll just send one massive email. That is, if my phone is able to get reception….

Anyhow, if you are having issues with AT&T, send customer service an email, just be sure to include exact addresses. Oh, and I did a side-by-side comparison of my phone to a piece of poop on a stick. To be honest, it is sometimes hard to tell the difference. After all, only one is supposed to stink, and the other one I’m seriously considering flushing down the toilet.

Being a Limited Liability Company (LLC) carries with it some great benefits, but also additional headaches. Selling membership shares is one of those.

So the real question might not be “are you going to sell membership shares” but more along the line of “how are you going to sell membership shares?” The trick lies more with the “how” than the “why.”

I’ll briefly discuss the basic decision making process I used in dealing with the SEC and State of Illinois. Then, I’ll go into further detail about the decisions I made.

So, deciding between registering or filing for exemption?  Read on!

3 Easy Steps to Registration/Exemption

1. Information Gathering!
   Check out Limited Liability Companies for Dummies, by Jennifer Reuting; also consult with an Attorney who specializes in securities.

I ended up doing a lot of extra research and more or less have done things the hard way. If you trust your capabilities to correctly interpret Federal and State securities regulations and choose not to consult an attorney who specializes in securities you’re taking a greater risk than if you just made the effort and spent a bit of cash. I went with the former rather the later, but I’ll explain my rational below.

2. Federal Level.
   Decide if you are going to register, or file for exemption, with the SEC.

I went with filing Form D with the SEC for exemption because it involves a lot less work and money. The federal government has made it pretty decent to apply for an exemption. I went with Regulation D Rule 504, which has some important limitations (see below for the exert from the SEC’s FAQ regarding Are There Legal Ways To Offer and Sell Securities Without Registering With the SEC?).

If you register with the SEC, you’ll most likely have to register at the State level. If you file for exemption, you’ll still have to decide on registering vs. exemption.

3. State Level.
   Decide if you are going to register, or file for exemption, in your State.

Your decision on this one will be based on what you decided to do for question 2. If you registered with the SEC, you’ll most likely have to register with your State. However, if you filed an exemption with the SEC, you have some options: register or file for exemption.

As I went with exemption under Regulation D Rule 504, I had to choose between using or not using general solicitation and general advertising. In the State of Illinois, if you want to sell your securities (i.e., membership shares) using general solicitation or general advertising, you have to register with the State.

If you decide not to use general solicitation or general advertising, then things are a bit easier on you to file for exemption. I took the path of least resistance, even though being unable to use general solicitation or general advertising really is quite limiting in raising capital through selling membership shares.

Why I Filed for Exemption

I decided to file for exemption instead of registration primarily for two reasons: time and money.  Registration costs both at both the Federal and the State levels.

• Registering with the SEC can be costly and time consuming.

I’m not raising more than a million dollars, and my venture is limited. Filing for an exemption cost me the price for the paper on which I printed my Form ID and Form D, a buck for the notarization, and my time filing Form D with the SEC on EDGAR.

• Registering with the State of Illinois can be costly and time consuming.

With the option to use general solicitation and general advertising, even under Regulation D, Illinois requires a Form U-1 (Uniform Application to Register Securities) and Form U-7 (Disclosure Document). In addition, Illinois has an exam fee of $150.00 and a filing fee of $250.00, so you should be sure you’re going to raise some serious capital through the use of general solicitation and advertising to sell your membership shares.

Also, if you plan on using general solicitation or advertising, make sure in your filing for exemption with the SEC you select Rule 504(b)(1)(i) for Item 6, which will allow you to use general solicitation or advertising as long as you register with the State and deliver a substantive disclosure document to investors before the sale, and abide by other state regulations.

However, filing for exemption under Regulation D Rule 504 in the State of Illinois requires you to submit Illinois Form 4G – Limited Offering Exemption within 12 months of your first sale to an Illinois resident. Much easier for my purposes, and will only cost $100. More limited because I can’t use general solicitation or general advertising, but I’m also applying for bank loans to raise initial capital, and going through more trusted channels to find any personal investors.

Also, I went ahead and completed Form U-7, as a disclosure document will come in very handy and ensure any investors are adequately informed. It’s also nice to cover all my bases.

Excerpts from Quoted Regulations

VI. Are There Legal Ways To Offer and Sell Securities Without Registering With the SEC?  D. Regulation D Rule 504

Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. Your company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act reporting requirements. Like the other Regulation D exemptions, in general you may not use public solicitation or advertising to market the securities and purchasers receive “restricted” securities, meaning that they may not sell the securities without registration or an applicable exemption. However, you can use this exemption for a public offering of your securities and investors will receive freely tradable securities under the following circumstances:

• You register the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;
• You register and sell in a state that requires registration and disclosure delivery and also sell in a state without those requirements, so long as you deliver the disclosure documents mandated by the state in which you registered to all purchasers; or,
• You sell exclusively according to state law exemptions that permit general solicitation and advertising, so long as you sell only to “accredited investors,” a term we describe in more detail below in connection with Rule 505 and Rule 506 offerings.

Even if you make a private sale where there are no specific disclosure delivery requirements, you should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information you provide to investors must be free from false or misleading statements. Similarly, you should not exclude any information if the omission makes what you do provide investors false or misleading.

State of Illinois Regulation D Rule 504 – Limited Offering Exemption

Section 4.G of the Illinois Securities Law and Sections 130.440, 130.441 and 130.442 of the Rules and Regulations may be used for a Regulation D Rule 504 limited offering.
The maximum offering amount for a Regulation D Rule 504 offering is $1 million.

The Section 4.G exemption may be used in conjunction with federal Regulation D Rule 504, provided there is no advertising or general solicitation of investors.
Filing Requirements:

• Illinois Form 4G “Report of Sale” or SEC Form D.
• Payment of a filing fee of $100 made payable to the Secretary of State.

Mail to:
Illinois Securities Department
Jefferson Terrace, Suite 300A
300 West Jefferson Street
Springfield, Illinois 62702

Illinois Form 4G or Form D must be submitted to the Illinois Securities Department no later than twelve months after the date of the first sale to an Illinois resident.

State of Illinois Small Company Offering Registration

Securities of issuers, including but not limited to, notes, stocks, bonds, debentures, fractional undivided interests, limited partnership interests or, in general, any interest or instrument commonly known as a “security”, relying upon Regulation D, Rule 504 if using general solicitation or advertising, or Regulation A under the Federal Securities Act or intra state filings are subject to registration by qualification.
An application for registration on Form U-1, Uniform Application to Register Securities must be filed with the Secretary of State together with Form U-7, Small Company Offering Registration Form (“disclosure document”) or other offering circular and a filing and examination fee. (add): An instruction manual is available here. http://www.nasaa.org/content/Files/SCORIM92899.doc.

Material changes to information contained in the disclosure document must be reported to the Secretary of State within two business days after such occurrence together with an amendment or supplement to the disclosure document. Periodic sales reports are required during the period of registration. The registration is effective for one year unless sooner terminated. The securities may be re-registered if all of the securities were not sold during the initial registration.

Fees:
Exam Fee: $150
Filing Fee: $250
Amendment Filing Fee: $25
Re-Registration Fee: Same as initial fee(s)

Regarding General Solicitation and Advertising:

(c) Limitation on manner of offering. Except as provided in §230.504(b)(1), neither the issuer nor any person acting on its behalf shall offer or sell the securities by any form of general solicitation or general advertising, including, but not limited to, the following:

(1) Any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; and

(2) Any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; Provided, however, that publication by an issuer of a notice in accordance with §230.135c or filing with the Commission by an issuer of a notice of sales on Form D (17 CFR 239.500) in which the issuer has made a good faith and reasonable attempt to comply with the requirements of such form, shall not be deemed to constitute general solicitation or general advertising for purposes of this section; Provided further, that, if the requirements of §230.135e are satisfied, providing any journalist with access to press conferences held outside of the United States, to meetings with issuer or selling security holder representatives conducted outside of the United States, or to written press-related materials released outside the United States, at or in which a present or proposed offering of securities is discussed, will not be deemed to constitute general solicitation or general advertising for purposes of this section.

Disclaimer: the author is neither an expert in securities nor qualified to offer advice or consult on securities or LLCs. Should something here within be erroneous, inaccurate, or downright wrong, you can bet you’ll see a follow up article titled “How I Did My Own Research into Filing For an Exemption from the SEC and State of Illinois under Regulation D Rule 504 and Got Pwned.”

Supposedly the advertisements come from a “blog” set up by a guy named Jeff Donahue (or is it Kevin Hoeffer?).  However, this site is little more than a giant scam.

Google it and you’ll get a few sites warning about these scams: [Updated]

• Wafflesatnoon’s Scam Alert Website Lists
• Facebook Misleading Users with Display Ads: Grant Access Club Scam
• Facebook Ripping you off? Grant Access Club Ads Indicate So
• Exposing A Government Grant Internet Scam

My favorite part is how this guy must (apparently) have an identical twin:
Jeff Donahue
Kevin Hoeffer

Jeff, meet Kevin.  Kevin, meet Jeff. Wait a minute….!

All I can say is shame on Facebook.  I know they need advertisers, but couldn’t they have done their homework on this one?  And no matter how many times I click “dislike this ad” and no matter which reason I give, they keep coming back in more and more ferocity!  I would have thought that the feedback from ads would help Facebook target their ads better, but something is seriously screwed up.  Even worse, Facebook is helping this scam reach millions.

The fact that this guy is recommending use of government grants and bailout funds only aims to strike a harmony with the discord people feel about how poorly managed the economy has been to date. Its designed to make you think you can make easy money, requires little to no effort, and to reassure you by making you think you are owed the money because it comes from the government as either a grant or stimulus.  You won’t earn this money, there is no such thing as free cash, and this scam only perpetuates abuse upon an already abused system. This guy is simply a leech upon an already morally debunk behavior.

So, do check out Wafflesatnoon.com‘s Scam Alert Website Lists; they have done an excellent job keeping track of this scam (and the numerous copycat websites & domains), along with others scams you might be more aware of than you’d like.  You might even recognize the other Facebook ad scams and junk ads (How many triangles!  Are you smarter than “X” celebrity!  Make $5,000 advertizing on Google!).

Also, check out RipoffReport.com for first hand consumer reports on vairous rip-offs (the following link is to a listing of Grant Writing & Research rip-off section).