Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING STATEMENT

 UNDER THE SECURITIES ACT OF 1933

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form 1-A.

Th is Form is to be used for securities off erings made pursuant to Regulation A (17 CFR 230.251 et seq.).

Careful attention should be directed to the terms, conditions and requirements of Regulation A, especially Rule 

251, because the exemption is not available to all issuers or for every type of securities transaction. Further, the 

aggregate off ering price and aggregate sales of securities in any 12-month period is strictly limited to $20 million 

for Tier 1 off erings and $75 million for Tier 2 off erings, including no more than $6 million off ered by all selling 

securityholders that are affi liates of the issuer for Tier 1 off erings and $22.5 million by all selling securityholders 

that are affi liates of the issuer for Tier 2 off erings. Please refer to Rule 251 of Regulation A for more details.

II. Preparation, Submission and Filing of the Off ering Statement.

An off ering statement must be prepared by all persons seeking exemption under the provisions of Regulation A. Parts I, II and III must be addressed by all issuers. Part II, which relates to the content of the required 

off ering circular, provides alternative formats, of which the issuer must choose one. General informa- tion 

regarding the preparation, format, content, and submission or fi ling of the off ering statement is contained in 

Rule 252. Information regarding non-public submission of the off ering statement is contained in Rule 252(d). 

Requirements relating to the off ering circular are contained in Rules 253 and 254. Th e off ering statement must 

be submitted or fi led with the Securities and Exchange Commission in electronic format by means of the Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) in accordance with the EDGAR 

rules set forth in Regulation S-T (17 CFR Part 232) for such submission or fi ling.

III. Incorporation by Reference and Cross-Referencing.

An issuer may incorporate by reference to other documents previously submitted or fi led on EDGAR.

Cross-referencing within the off ering statement is also encouraged to avoid repetition of information. For example, you may respond to an item of this Form by providing a cross-reference to the location of the information in 

the fi nancial statements, instead of repeating such information. Incorporation by reference and cross-referencing 

are subject to the following additional conditions:

(a) Th e use of incorporation by reference and cross-referencing in Part II of this Form:

(1) Is limited to the following items:

(A) Items 2-14 of Part II and Part F/S if following the Off ering Circular format;

(B) Items 3-11 of Form S-1 if following the Part I of Form S-1 format; or

(C) Items 3-28, and 30 of Form S-11 if following the Part I of Form S-11 format;

OMB APPROVAL

OMB Number: 3235-0286

Expires: September 30, 2024

Estimated average burden

hours per response . ....... 717.37

Persons who are to respond to the collection of information contained in this form are not required to 

respond unless the form displays a currently valid OMB control number.

SEC0486 (03-21)
Page 2

(2) May only incorporate by reference previously submitted or fi led fi nancial statements

if the issuer meets the following requirements:

(A) the issuer has fi led with the Commission all reports and other materials required to be fi led, if

any, pursuant to Rule 257 (§ 230.257) or by Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934 

during the preceding 12 months (or for such shorter period that the issuer was required to fi le such reports and 

other materials); 

(B) the issuer makes the fi nancial statement information that is incorporated by reference pursuant to

this item readily available and accessible on a website maintained by or for the issuer; and

(C) the issuer must state that it will provide to each holder of securities, including any benefi cial owner, a copy of the fi nancial statement information that have been incorporated by reference in the off ering statement upon written or oral request, at no cost to the requester, and provide the issuer’s website address, including 

the uniform resource locator (URL) where the incorporated fi nancial statements may be accessed.

(b) Descriptions of where the information incorporated by reference or cross-referenced can be found must

be specifi c and must clearly identify the relevant document and portion thereof where such information can

be found. For exhibits incorporated by reference, this description must be noted in the exhibits index for each

relevant exhibit. All descriptions of where information incorporated by reference can be found must be accompanied by a hyperlink to the incorporated document on EDGAR, which hyperlink need not remain active aft er

the fi ling of the off ering statement. Inactive hyperlinks must be updated in any amendment to the off ering statement otherwise required.

(c) Reference may not be made to any document if the portion of such document containing the pertinent

information includes an incorporation by reference to another document. Incorporation by reference to documents not available on EDGAR is not permitted. Incorporating information into the fi nancial statements from

elsewhere is not permitted. Information shall not be incorporated by reference or cross-referenced in any case

where such incorporation would render the statement or report incomplete, unclear, or confusing.

(d) If any substantive modifi cation has occurred in the text of any document incorporated by reference since

such document was fi led, the issuer must fi le with the reference a statement containing the text and date of such

modifi cation.

IV. Supplemental Information.

Th e information specifi ed below must be furnished to the Commission as supplemental information, if applicable. Supplemental information shall not be required to be fi led with or deemed part of the off ering state- ment, 

unless otherwise required. Th e information shall be returned to the issuer upon request made in writing at the 

time of submission, provided that the return of such information is consistent with the protection of inves- tors 

and the provisions of the Freedom of Information Act [5 U.S.C. 552] and the information was not fi led in electronic format.

(a) A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter

has been cleared with the Financial Industry Regulatory Authority (FINRA).

(b) Any engineering, management, market, or similar report referenced in the off ering circular or provided

for external use by the issuer or by a principal underwriter in connection with the proposed off ering. Th ere must

also be furnished at the same time a statement as to the actual or proposed use and distribution of such report or

memorandum. Such statement must identify each class of persons who have received or will receive the report
Page 3

or memorandum, and state the number of copies distributed to each such class along with a statement as to the 

actual or proposed use and distribution of such report or memorandum.

(c) Such other information as requested by the staff in support of statements, representations and other asser- tions contained in the off ering statement or any correspondence to the staff .

Correspondence appropriately responding to any staff comments made on the off ering statement must 

also be furnished electronically. When applicable, such correspondence must clearly indicate where changes 

responsive to the staff ’s comments may be found in the off ering statement.

PART I—NOTIFICATION

Th e following information must be provided in the XML-based portion of Form 1-A available through the EDGAR portal and must be completed or updated before uploading each off ering statement or amendment thereto. 

Th e format of Part I shown below may diff er from the electronic version available on EDGAR. Th e electronic 

version of Part I will allow issuers to attach Part II and Part III for fi ling by means of EDGAR. All items must be 

addressed, unless otherwise indicated.

* * * * * *

No changes to the information required by Part I have occurred since the last fi ling of this off ering statement.

ITEM 1. Issuer Information

Exact name of issuer as specifi ed in the issuer’s charter: 

Jurisdiction of incorporation/organization: 

Year of incorporation: 

CIK:

Primary Standard Industrial Classifi cation Code:

I.R.S. Employer Identifi cation Number:

Total number of full-time employees:

Total number of part-time employees:

Contact Information

Address of Principal Executive Offi ces: 

Telephone: ( )

Provide the following information for the person the Securities and Exchange Commission’s staff should call in 
Page 4

connection with any pre-qualifi cation review of the off ering statement:

Name:

Address:

Telephone: ( )

Provide up to two e-mail addresses to which the Securities and Exchange Commission’s staff may send any comment letters relating to the off ering statement. Aft er qualifi cation of the off ering statement, such e-mail addresses 

are not required to remain active: 

Financial Statements

Industry Group (select one): Banking Insurance Other

Use the fi nancial statements for the most recent fi scal period contained in this off ering statement to provide the 

following information about the issuer. Th e following table does not include all of the line items from the fi nancial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To 

determine “Total Revenues” for all companies selecting “Other” for their industry group, refer to Article 5-03(b)

(1) of Regulation S-X. For companies selecting “Insurance,” refer to Article 7-04 of Regulation S-X for calcu- lation of “Total Revenues” and paragraphs 5 and 7(a) for “Costs and Expenses Applicable to Revenues”.

[If “Other” is selected, display the following options in the Financial Statements table:]

Balance Sheet Information

Cash and Cash Equivalents: 

Investment Securities: 

Accounts and Notes Receivable: 

Property, Plant and Equipment (PP&E): 

Total Assets: 

Accounts Payable and Accrued Liabilities: 

Long Term Debt: 

Total Liabilities: 

Total Stockholders’ Equity: 

Total Liabilities and Equity:

Statement of Comprehensive Income Information 

Total Revenues: 

Costs and Expenses Applicable to Revenues: 

Depreciation and Amortization: 

Net Income: 

Earnings Per Share – Basic: 

Earnings Per Share – Diluted: 
Page 5

[If “Banking” is selected, display the following options in the Financial Statements table:]

Balance Sheet Information 

Cash and Cash Equivalents: 

Investment Securities: 

Loans: 

Property and Equipment: 

Total Assets: 

Accounts Payable and Accrued Liabilities: 

Deposits: 

Long Term Debt: 

Total Liabilities: 

Total Stockholders’ Equity: 

Total Liabilities and Equity: 

Statement of Comprehensive Income Information

Total Interest Income:

Total Interest Expense: 

Depreciation and Amortization: 

Net Income:

Earnings Per Share – Basic: 

Earnings Per Share – Diluted:

[If “Insurance” is selected, display the following options in the Financial Statements table:]

Balance Sheet Information

Cash and Cash Equivalents:

Total Investments:

Accounts and Notes Receivable: 

Property and Equipment:

Total Assets:

Accounts Payable and Accrued Liabilities: 

Policy Liabilities and Accruals:

Long Term Debt:

Total Liabilities:

Total Stockholders’ Equity: 

Total Liabilities and Equity:

Statement of Comprehensive Income Information 

Total Revenues:

Costs and Expenses Applicable to Revenues: 

Depreciation and Amortization:

Net Income:

Earnings Per Share – Basic: 

Earnings Per Share – Diluted:

[End of section that varies based on the selection of Industry Group]

Name of Auditor (if any): 
Page 6

Outstanding Securities

Name of Units CUSIP Name of Trading

Class (if any) Outstanding (if any) Center or Quotation

Medium (if any)

Common Equity 

Preferred Equity 

Debt Securities 

ITEM 2. Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s):

• Organized under the laws of the United States or Canada, or any State, Province, Territory or pos

session thereof, or the District of Columbia.

• Principal place of business is in the United States or Canada.

• Not a development stage company that either (a) has no specifi c business plan or purpose, or (b)

has indicated that its business plan is to merge with an unidentifi ed company or companies.

• Not an investment company registered or required to be registered under the Investment Com- 

 pany Act of 1940.

• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral

rights.

• Not issuing asset-backed securities as defi ned in Item 1101(c) of Regulation AB.

• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j)

of the Exchange Act (15 U.S.C. 78l(j)) within fi ve years before the fi ling of this off ering statement.

• Has fi led with the Commission all the reports it was required to fi le, if any, pursuant to Rule 257

during the two years immediately before the fi ling of the off ering statement (or for such shorter

period that the issuer was required to fi le such reports).

ITEM 3. Application of Rule 262

Check this box to certify that, as of the time of this fi ling, each person described in Rule 262 of Regulation A is either not disqualifi ed under that rule or is disqualifi ed but has received a waiver of such disqualifi cation.

Check this box if “bad actor” disclosure under Rule 262(d) is provided in Part II of the off ering statement.
Page 7

ITEM 4. Summary Information Regarding the Off ering and Other Current or Proposed Off erings

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 off ering:

 Tier 1 Tier 2

Check the appropriate box to indicate whether the annual fi nancial statements have been audited:

 Unaudited Audited

Types of Securities Off ered in this Off ering Statement (select all that apply):

Equity (common or preferred stock) 

 Debt

Option, warrant or other right to acquire another security

Security to be acquired upon exercise of option, warrant or other right to acquire security 

 Tenant-in-common securities

Other (describe) 

Does the issuer intend to off er the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?

 Yes No

Does the issuer intend this off ering to last more than one year?

 Yes No

Does the issuer intend to price this off ering aft er qualifi cation pursuant to Rule 253(b)?

 Yes No

Will the issuer be conducting a best eff orts off ering?

 Yes No

Has the issuer used solicitation of interest communications in connection with the proposed off ering?

 Yes No

Does the proposed off ering involve the resale of securities by affi liates of the issuer?

 Yes No

Number of securities off ered: 

Number of securities of that class already outstanding: 

Th e information called for by this item below may be omitted if undetermined at the time of fi ling or submission, 

except that if a price range has been included in the off ering statement, the midpoint of that range must be used to 

respond. Please refer to Rule 251(a) for the defi nition of “aggregate off ering price” or “aggregate sales” as used in this 

item. Please leave the fi eld blank if undetermined at this time and include a zero if a particular item is not applicable to the off ering.
Page 8

Price per security: $ 

Th e portion of the aggregate off ering price attributable to securities being off ered on behalf of the issuer:

$ 

Th e portion of the aggregate off ering price attributable to securities being off ered on behalf of selling securityholders:

$ 

Th e portion of aggregate off ering attributable to all the securities of the issuer sold pursuant to a qualifi ed off ering statement within the 12 months before the qualifi cation of this off ering statement:

$ 

Th e estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualifi ed off ering statement concurrently with securities being sold under this off ering statement:

$ 

Total: $ (the sum of the aggregate off ering price and aggregate sales in the four preceding 

paragraphs).

Anticipated fees in connection with this off ering and names of service providers:

Name of Service Provider Fees

Underwriters: $ 

Sales Commissions: $ 

Finders’ Fees: $ 

Audit: $ 

Legal: $ 

Promoters: $ 

Blue Sky Compliance: $ 

CRD Number of any broker or dealer listed: 

Estimated net proceeds to the issuer: $ 

Clarifi cation of responses (if necessary): 

ITEM 5. Jurisdictions in Which Securities are to be Off ered

Using the list below, select the jurisdictions in which the issuer intends to off er the securities:

[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them indi- vidually, 

add all and remove all.]

Using the list below, select the jurisdictions in which the securities are to be off ered by underwriters, dealers or 

sales persons or check the appropriate box:

 None
Page 9

Same as the jurisdictions in which the issuer intends to off er the securities.

[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them individu- ally, 

add all and remove all.]

ITEM 6. Unregistered Securities Issued or Sold Within One Year

 None

As to any unregistered securities issued by the issuer or any of its predecessors or affi liated issuers within one 

year before the fi ling of this Form 1-A, state:

(a) Name of such issuer.

(b) (1) Title of securities issued

(2) Total amount of such securities issued

(3) Amount of such securities sold by or for the account of any person who at the time was a

di- rector, offi cer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of

any securities of such issuer

(c) (1) Aggregate consideration for which the securities were issued and basis for computing the

amount thereof. 

(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were

issued and the basis for computing the amount thereof (if diff erent from the basis described in (c)(1)).

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefl y the facts relied upon for such exemption: 

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

(a) Financial statement requirements regardless of the applicable disclosure format are specifi ed in Part F/S

of this Form 1-A. Th e narrative disclosure contents of off ering circulars are specifi ed as follows:

(1) Th e information required by:

(i) the Off ering Circular format described below; or

(ii) Th e information required by Part I of Form S-1 (17 CFR 239.11) or Part I of Form S-11

(17 CFR 239.18), except for the fi nancial statements, selected fi nancial data, and supplementary fi nancial information called for by those forms. An issuer choosing to follow the Form S-1 or Form S-11 format may follow 

the requirements for smaller reporting companies if it meets the defi nition of that term in Rule 405 (17 CFR 

230.405). An issuer may only use the Form S-11 format if the off ering is eligible to be registered on that form;
Page 10

 Th e cover page of the off ering circular must identify which disclosure format is being followed.

(2) Th e off ering circular must describe any matters that would have triggered disqualifi cation under

Rule 262(a)(3) or (a)(5) but for the provisions set forth in Rule 262(b)(1);

(3) Th e legend required by Rule 253(f) of Regulation A must be included on the off ering circular

cover page (for issuers following the S-1 or S-11 disclosure models this legend must be included instead of the 

legend required by Item 501(b)(7) of Regulation S-K);

(4) For preliminary off ering circulars, the legend required by Rule 254(a) must be included on the offer- ing circular cover page (for issuers following the S-1 or S-11 disclosure models, this legend must be included 

instead of the legend required by Item 501(b)(10) of Regulation S-K); and

(5) For Tier 2 off erings where the securities will not be listed on a registered national securities exchange upon qualifi cation, the off ering circular cover page must include the following legend highlighted by 

prominent type or in another manner:

Generally, no sale may be made to you in this off ering if the aggregate purchase price you pay is more 

than 10% of the greater of your annual income or net worth. Diff erent rules apply to accredited investors and 

non-natural persons. Before making any representation that your invest- ment does not exceed applicable 

thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

(b) Th e Commission encourages the use of management’s projections of future economic performance that

have a reasonable basis and are presented in an appropriate format. See Rule 175, 17 CFR 230.175.

(c) Off ering circulars need not follow the order of the items or the order of other requirements of the disclosure form except to the extent otherwise specifi cally provided. Such information may not, however, be set

forth in such a fashion as to obscure any of the required information or any information necessary to keep the

required information from being incomplete or misleading. Information requested to be presented in a specifi ed

tabular format must be given in substantially the tabular format specifi ed. For incorporation by reference, please

refer to General Instruction III of this Form.

OFFERING CIRCULAR

Item 1. Cover Page of Off ering Circular

Th e cover page of the off ering circular must be limited to one page and must include the information specifi ed in 

this item.

(a) Name of the issuer.

Instruction to Item 1(a):

If your name is the same as, or confusingly similar to, that of a company that is well known, include information

to eliminate any possible confusion with the other company. If your name indicates a line of business in which you 

are not engaged or you are engaged only to a limited extent, include information to eliminate any mislead- ing 

inference as to your business. In some circumstances, disclosure may not be suffi cient and you may be re- quired to 

change your name. You will not be required to change your name if you are an established company, the character 

of your business has changed, and the investing public is generally aware of the change and the character of your 
Page 11

current business.

(b) Full mailing address of the issuer’s principal executive offi ces and the issuer’s telephone number (including the area code) and, if applicable, website address.

(c) Date of the off ering circular.

(d) Title and amount of securities off ered. Separately state the amount of securities off ered by selling security- holders, if any. Include a cross-reference to the section where the disclosure required by Item 14 of Part II of

this Form 1-A has been provided;

(e) Th e information called for by the applicable table below as to all the securities being off ered, in substantially the tabular format indicated. If necessary, you may estimate any underwriting discounts and commissions

and the proceeds to the issuer or other persons.

Price to public Underwriting Proceeds to Proceeds to

discount and issuer other persons

commissions 

 _______________________________________________________________________________________

Per _____________ _____________ _________ _________

share/unit:

Total: _____________ _____________ _________ _________

If the securities are to be off ered on a best eff orts basis, the cover page must set forth the termination date, if any, 

of the off ering, any minimum required sale and any arrangements to place the funds received in an escrow, trust, 

or similar arrangement. Th e following table must be used instead of the preceding table.

Price to public Underwriting Proceeds to Proceeds to 

discount and issuer other persons

commissions

 ______________________________________________________________________________________

Per share/unit: _____________ _____________ _____________ _____________

Total _____________ _____________ _____________ _____________

Minimum:

Total _____________ _____________ _____________ _____________

Maximum:

 ______________________________________________________________________________________

Instructions to Item 1(e):

1. Th e term “commissions” includes all cash, securities, contracts, or anything else of value, paid, to be

set aside, disposed of, or understandings with or for the benefi t of any other persons in which any underwriter is 

interested, made in connection with the sale of such security.

2. Only commissions paid by the issuer in cash are to be indicated in the table. Commissions paid by

other persons or any form of non-cash compensation must be briefl y identifi ed in a footnote to the table with a 

cross-reference to a more complete description elsewhere in the off ering circular.
Page 12

3. Before the commencement of sales pursuant to Regulation A, the issuer must inform the Commission

whether or not the amount of compensation to be allowed or paid to the underwriters, as described in the off er- ing 

statement, has been cleared with FINRA.

4. If the securities are not to be off ered for cash, state the basis upon which the off ering is to be made.

5. Any fi nder’s fees or similar payments must be disclosed on the cover page with a reference to a more

complete discussion in the off ering circular. Such disclosure must identify the fi nder, the nature of the services rendered and the nature of any relationship between the fi nder and the issuer, its offi cers, directors, promoters, principal 

stockholders and underwriters (including any affi liates of such persons).

6. Th e amount of the expenses of the off ering borne by the issuer, including underwriting expenses to be

borne by the issuer, must be disclosed in a footnote to the table.

(f) Th e name of the underwriter or underwriters.

(g) Any legend or information required by the law of any state in which the securities are to be off ered.

(h) A cross-reference to the risk factors section, including the page number where it appears in the off ering

cir- cular. Highlight this cross-reference by prominent type or in another manner.

(i) Approximate date of commencement of proposed sale to the public.

(j) If the issuer intends to rely on Rule 253(b) and a preliminary off ering circular is circulated, provide (1) a

bona fi de estimate of the range of the maximum off ering price and the maximum number of securities off ered or

(2) a bona fi de estimate of the principal amount of the debt securities off ered. Th e range must not exceed $2 for

off erings where the upper end of the range is $10 or less and 20% if the upper end of the price range is over

$10.

Instruction to Item 1(j):

 Th e upper limit of the price range must be used in determining the aggregate off ering price for purposes

of Rule 251(a).

Item 2. Table of Contents

On the page immediately following the cover page of the off ering circular, provide a reasonably detailed table of 

contents. It must show the page numbers of the various sections or subdivisions of the off ering circular. In- clude 

a specifi c listing of the risk factors section required by Item 3 of Part II of this Form 1-A.

Item 3. Summary and Risk Factors

(a) An issuer may provide a summary of the information in the off ering circular where the length or complexity of the off ering circular makes a summary useful. Th e summary should be brief and must not contain all

of the detailed information in the off ering circular.

(b) Immediately following the Table of Contents required by Item 2 or the Summary, there must be set forth

under an appropriate caption, a carefully organized series of short, concise paragraphs, summarizing the most

signifi cant factors that make the off ering speculative or substantially risky. Issuers should avoid generalized statements and include only factors that are specifi c to the issuer.
Page 13

Item 4. Dilution

Where there is a material disparity between the public off ering price and the eff ective cash cost to offi cers, directors, promoters and affi liated persons for shares acquired by them in a transaction during the past year, or that 

they have a right to acquire, there must be included a comparison of the public contribution under the proposed 

public off ering and the average eff ective cash contribution of such persons.

Item 5. Plan of Distribution and Selling Securityholders

(a) If the securities are to be off ered through underwriters, give the names of the principal underwriters, and

state the respective amounts underwritten. Identify each such underwriter having a material relationship to the

issuer and state the nature of the relationship. State briefl y the nature of the underwriters’ obligation to take the

securities.

Instructions to Item 5(a):

1. All that is required as to the nature of the underwriters' obligation is whether the underwriters are or

will be committed to take and to pay for all of the securities if any are taken, or whether it is merely an agency or the 

type of best eff orts arrangement under which the underwriters are required to take and to pay for only such securities as they may sell to the public. Conditions precedent to the underwriters' taking the securities, including market 

outs, need not be described except in the case of an agency or best eff orts arrangement.

2. It is not necessary to disclose each member of a selling group. Disclosure may be limited to those

underwriters who are in privity of contract with the issuer with respect to the off ering.

(b) State briefl y the discounts and commissions to be allowed or paid to dealers, including all cash, securities,

contracts or other consideration to be received by any dealer in connection with the sale of the securities.

(c) Outline briefl y the plan of distribution of any securities being issued that are to be off ered through the

selling eff orts of brokers or dealers or otherwise than through underwriters.

(d) If any of the securities are to be off ered for the account of securityholders, identify each selling securityhold- er, state the amount owned by the securityholder prior to the off ering, the amount off ered for his or her

account and the amount to be owned aft er the off ering. Provide such disclosure in a tabular format. At the bottom of the table, provide the total number of securities being off ered for the account of all securityholders and

describe what percent of the pre-off ering outstanding securities of such class the off ering represents.

Instruction to Item 5(d):

 Th e term “securityholder” in this paragraph refers to benefi cial holders, not nominee holders or other such 

holders of record. If the selling securityholder is an entity, disclosure of the persons who have sole or shared voting or 

investment power must be included.

(e) Describe any arrangements for the return of funds to subscribers if all of the securities to be off ered are

not

sold. If there are no such arrangements, so state.

(f) If there will be a material delay in the payment of the proceeds of the off ering by the underwriter to the
Page 14

is- suer, the salient provisions in this regard and the eff ects on the issuer must be stated.

(g) Describe any arrangement to (1) limit or restrict the sale of other securities of the same class as those

to be off ered for the period of distribution, (2) stabilize the market for any of the securities to be off ered, or (3)

with- hold commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of its

partici- pation.

(h) Identify any underwriter that intends to confi rm sales to any accounts over which it exercises discretionary authority and include an estimate of the amount of securities so intended to be confi rmed.

Instruction to Item 5:

Attention is directed to the provisions of Rules 10b-9 [17 CFR 240.10b-9] and 15c2-4 [17 CFR 240.15c2-4] under 

the Securities Exchange Act of 1934. Th ese rules outline, among other things, antifraud pro- visions concerning the 

return of funds to subscribers and the transmission of proceeds of an off ering to a seller.

Item 6. Use of Proceeds to Issuer

State the principal purposes for which the net proceeds to the issuer from the securities to be off ered are intended to be used and the approximate amount intended to be used for each such purpose. If the issuer will not 

receive any of proceeds from the off ering, so state.

Instructions to Item 6:

1. If any substantial portion of the proceeds has not been allocated for particular purposes, a statement

to that eff ect must be made together with a statement of the amount of proceeds not so allocated.

2. State whether or not the proceeds will be used to compensate or otherwise make payments to offi cers

or directors of the issuer or any of its subsidiaries.

3. For best eff orts off erings, describe any anticipated material changes in the use of proceeds if all of the

securities being qualifi ed on the off ering statement are not sold.

4. If an issuer must provide the disclosure described in Item 9(c) the use of proceeds and plan of operations should be consistent.

5. If any material amounts of other funds are to be used in conjunction with the proceeds, state the

amounts and sources of such other funds and whether such funds are fi rm or contingent.

6. If any material part of the proceeds is to be used to discharge indebtedness, describe the material

terms of such indebtedness. If the indebtedness to be discharged was incurred within one year, describe the use of the 

proceeds arising from such indebtedness.

7. If any material amount of the proceeds is to be used to acquire assets, otherwise than in the ordinary

course of business, briefl y describe and state the cost of the assets. If the assets are to be acquired from affi li- ates of 

the issuer or their associates, give the names of the persons from whom they are to be acquired and set forth the basis 

used in determining the purchase price to the issuer.

8. Th e issuer may reserve the right to change the use of proceeds, so long as the reservation is promi- nently

disclosed in the section where the use of proceeds is discussed. It is not necessary to describe the pos- sible alternative
Page 15

uses of proceeds unless the issuer believes that a change in circumstances leading to an alter- native use of proceeds is 

likely to occur.

Item 7. Description of Business

(a) Narrative description of business.

 (1) Describe the business done and intended to be done by the issuer and its subsidiaries and the 

general development of the business during the past three years or such shorter period as the issuer may have 

been in business. Such description must include, but not be limited to, a discussion of the following factors if 

such fac- tors are material to an understanding of the issuer’s business:

 (i) Th e principal products and services of the issuer and the principal market for and method 

of distribution of such products and services.

 (ii) Th e status of a product or service if the issuer has made public information about a new 

prod- uct or service that would require the investment of a material amount of the assets of the issuer or is otherwise material.

 (iii) [Reserved]

 (iv) Th e total number of persons employed by the issuer, indicating the number employed full

time.

 (v) Any bankruptcy, receivership or similar proceeding.

 (vi) Any legal proceedings material to the business or fi nancial condition of the issuer.

 (vii) Any material reclassifi cation, merger, consolidation, or purchase or sale of a signifi cant 

amount of assets not in the ordinary course of business.

 (2) Th e issuer must also describe those distinctive or special characteristics of the issuer’s operation 

or industry that are reasonably likely to have a material impact upon the issuer’s future fi nancial performance. 

Examples of factors that might be discussed include dependence on one or a few major customers or suppli- ers 

(including suppliers of raw materials or fi nancing), eff ect of existing or probable governmental regulation

(including environmental regulation), material terms of and/or expiration of material labor contracts or patents, 

trademarks, licenses, franchises, concessions or royalty agreements, unusual competitive conditions in the industry, cyclicality of the industry and anticipated raw material or energy shortages to the extent management may 

not be able to secure a continuing source of supply.

(b) [Reserved]

(c) Industry Guides. Th e disclosure guidelines in all Securities Act Industry Guides must be followed. To the 

extent that the industry guides are codifi ed into Regulation S-K, the Regulation S-K industry disclosure items 

must be followed.

(d) For off erings of limited partnership or limited liability company interests, an issuer must comply with the 

Commission’s interpretive views on substantive disclosure requirements set forth in Securities Act Release No. 

6900 (June 17, 1991).
Page 16

Item 8. Description of Property

(a) State briefl y the location and general character of any principal plants or other material physical properties of the issuer and its subsidiaries. If any such property is not held in fee or is held subject to any ma- jor

encumbrance, so state and briefl y describe how held. Include information regarding the suitability, adequa- cy,

productive capacity and extent of utilization of the properties and facilities used in the issuer’s business.

(b) Issuers engaged in mining operations must refer to and, if required, provide the disclosure under subpart

1300 of Regulation S-K (§§ 229.1300 through 1305), in addition to any disclosure required by this Item.

Instruction to Item 8:

Except as required by paragraph (b) of this Item, detailed descriptions of the physical characteristics of individual 

properties or legal descriptions by metes and bounds are not required and should not be given.

Item 9. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Discuss the issuer’s fi nancial condition, changes in fi nancial condition and results of operations for each year and 

interim period for which fi nancial statements are required, including the causes of material changes from year 

to year or period to period in fi nancial statement line items, to the extent necessary for an understanding of the 

issuer’s business as a whole. Information provided also must relate to the segment information of the issuer. Provide the information specifi ed below as well as such other information that is necessary for an investor’s understanding of the issuer’s fi nancial condition, changes in fi nancial condition and results of operations.

(a) Operating results. Provide information regarding signifi cant factors, including unusual or infrequent

events or transactions or new developments, materially aff ecting the issuer’s income from operations, and, in

each case, indicating the extent to which income was so aff ected. Describe any other signifi cant component of

rev- enue or expenses necessary to understand the issuer’s results of operations. To the extent that the fi nancial

state- ments disclose material changes in net sales or revenues, provide a narrative discussion of the extent to

which such changes are attributable to changes in prices or to changes in the volume or amount of products or

services being sold or to the introduction of new products or services.

Instruction to Item 9(a):

1. Th e discussion and analysis shall focus specifi cally on material events and uncertainties known to management that would cause reported fi nancial information not to be necessarily indicative of future operating results

or of future fi nancial condition. Th is would include descriptions and amounts of (A) matters that would have an

impact on future operations that have not had an impact in the past, and (B) matters that have had an impact on

reported operations that are not expected to have an impact upon future operations.

2. Where the consolidated fi nancial statements reveal material changes from year to year in one or more line

items, the causes for the changes shall be described to the extent necessary to an understanding of the issuer’s businesses as a whole. If the causes for a change in one line item also relate to other line items, no repetition is required

and a line-by-line analysis of the fi nancial statements as a whole is not required or generally appropriate. Issuers

need not recite the amounts of changes from year to year which are readily computable from the fi nancial statements. Th e discussion must not merely repeat numerical data contained in the consoli- dated fi nancial statements.

3. When interim period fi nancial statements are included, discuss any material changes in fi nancial condition

from the end of the preceding fi scal year to the date of the most recent interim balance sheet provided. Discuss any

material changes in the issuer’s results of operations with respect to the most recent fi scal year-to-date period for
Page 17

which a statement of comprehensive income (or statement of net income if comprehensive income is presented in two 

separate but consecutive fi nancial statements or if no other comprehensive income) is provided and the corresponding year-to-date period of the preceding fi scal year.

(b) Liquidity and capital resources. Provide information regarding the following:

 (1) the issuer’s liquidity (both short and long term), including a description and evaluation of the 

internal and external sources of liquidity and a brief discussion of any material unused sources of liquidity. If a 

material defi ciency in liquidity is identifi ed, indicate the course of action that the issuer has taken or proposes to 

take to remedy the defi ciency.

 (2) the issuer’s material commitments for capital expenditures as of the end of the latest fi scal year 

and any subsequent interim period and an indication of the general purpose of such commitments and the anticipat- ed sources of funds needed to fulfi ll such commitments.

(c) Plan of Operations. Issuers (including predecessors) that have not received revenue from operations 

during each of the three fi scal years immediately before the fi ling of the off ering statement (or since inception, 

which- ever is shorter) must describe, if formulated, their plan of operation for the 12 months following the 

commence- ment of the proposed off ering. If such information is not available, the reasons for its unavailability 

must be stated. Disclosure relating to any plan must include, among other things, a statement indicating whether, 

in the issuer’s opinion, the proceeds from the off ering will satisfy its cash requirements or whether it anticipates 

it will be necessary to raise additional funds in the next six months to implement the plan of operations.

(d) Trend information. Th e issuer must identify the most signifi cant recent trends in production, sales and 

inventory, the state of the order book and costs and selling prices since the latest fi nancial year. Th e issuer also 

must discuss, for at least the current fi nancial year, any known trends, uncertainties, demands, commitments or 

events that are reasonably likely to have a material eff ect on the issuer’s net sales or revenues, income from continuing operations, profi tability, liquidity or capital resources, or that would cause reported fi nancial information 

not necessarily to be indicative of future operating results or fi nancial condition.

Item 10. Directors, Executive Offi cers and Signifi cant Employees

(a) For each of the directors, persons nominated or chosen to become directors, executive offi cers, persons 

cho- sen to become executive offi cers, and signifi cant employees, provide the information specifi ed below in substantially the following tabular format:

Name Position Age Term of Offi ce(1) Approximate hours per

 week for part-time 

 employees(2)

Executive Offi cers: 

Directors: 

Signifi cant Employees: 
Page 18

 (1) Provide the month and year of the start date and, if applicable, the end date. To the extent you are 

unable to provide specifi c dates, provide such other description in the table or in an appropriate footnote clarifying the term of offi ce. If the person is a nominee or chosen

to become a director or executive offi cer, it must be indicated in this column or by footnote.

 (2) For executive offi cers and signifi cant employees that are working part-time, indicate approximately the average number of hours per week or month such person works or is anticipated to work. Th is column 

may be left blank for directors. Th e entire column may be omitted if all those listed in the table work full time for 

the issuer.

In a footnote to the table, briefl y describe any arrangement or understanding between the persons described 

above and any other persons (naming such persons) pursuant to which the person was or is to be selected to his 

or her offi ce or position.

Instructions to Item 10(a):

 1.No nominee or person chosen to become a director or person chosen to be an executive offi cer who

has not consented to act as such may be named in response to this item.

 2.Th e term “executive offi cer” means the president, secretary, treasurer, any vice president in charge of a 

principal business function (such as sales, administration, or fi nance) and any other person who performs similar 

policy making functions for the issuer.

 3.Th e term “signifi cant employee” means persons such as production managers, sales managers, or research 

scientists, who are not executive offi cers, but who make or are expected to make signifi cant contribu- tions to the 

business of the issuer.

(b) Family relationships. State the nature of any family relationship between any director, executive offi cer, 

person nominated or chosen by the issuer to become a director or executive offi cer or any signifi cant employee.

Instruction to Item 10(b):

 Th e term “family relationship” means any relationship by blood, marriage, or adoption, not more re- mote 

than fi rst cousin.

(c) Business experience. Give a brief account of the business experience during the past fi ve years of each director, executive offi cer, person nominated or chosen to become a director or executive offi cer, and each signifi -

cant employee, including his or her principal occupations and employment during that period and the name and 

principal business of any corporation or other organization in which such occupations and employment were 

carried on. When an executive offi cer or signifi cant employee has been employed by the issuer for less than fi ve 

years, a brief explanation must be included as to the nature of the responsibilities undertaken by the individual 

in prior positions to provide adequate disclosure of this prior business experience. What is required is information relating to the level of the employee’s professional competence, which may include, depending upon the 

circumstances, such specifi c information as the size of the operation supervised.

(d) Involvement in certain legal proceedings. Describe any of the following events which occurred during the 

past fi ve years and which are material to an evaluation of the ability or integrity of any director, person nomi- nated to become a director or executive offi cer of the issuer:
Page 19

 (1)A petition under the federal bankruptcy laws or any state insolvency law was fi led by or against, or 

a receiver, fi scal agent or similar offi cer was appointed by a court for the business or property of such person, 

or any partnership in which he was general partner at or within two years before the time of such fi ling, or any 

corporation or business association of which he was an executive offi cer at or within two years before the time of 

such fi ling; or

 (2)Such person was convicted in a criminal proceeding (excluding traffi c violations and other minor offenses).

Item 11. Compensation of Directors and Executive Offi cers

(a) Provide, in substantially the tabular format indicated, the annual compensation of each of the three highest paid persons who were executive offi cers or directors during the issuer’s last completed fi scal year.

______________________________________________________________________________________

 Name Capacities in which Cash Other Total

 compensation was received compensation compensation compensation

 (e.g., Chief Executive Offi cer, ($) ($) ($)

 director, etc.) ($)

______________________________________________________________________________________

______________________________________________________________________________________

______________________________________________________________________________________

(b) Provide the aggregate annual compensation of the issuer’s directors as a group for the issuer’s last complet- ed fi scal year. Specify the total number of directors in the group.

(c) For Tier 1 off erings, the annual compensation of the three highest paid persons who were executive 

offi cers or directors and the aggregate annual compensation of the issuer’s directors may be provided as a group, 

rather than as specifi ed in paragraphs (a) and (b) of this item. In such case, issuers must specify the total number 

of persons in the group.

(d) Briefl y describe all proposed compensation to be made in the future pursuant to any ongoing plan or 

ar- rangement to the individuals specifi ed in paragraphs (a) and (b) of this item. Th e description must include a 

summary of how each plan operates, any performance formula or measure in eff ect (or the criteria used to determine payment amounts), the time periods over which the measurements of benefi ts will be determined, payment 

schedules, and any recent material amendments to the plan. Information need not be included with respect to 

any group life, health, hospitalization, or medical reimbursement plans that do not discriminate in scope, terms 

or operation in favor of executive offi cers or directors of the issuer and that are available generally to all salaried 

employees.

Instructions to Item 11:

 1. In case of compensation paid or to be paid otherwise than in cash, if it is impracticable to determine the 

cash value thereof, state in a note to the table the nature and amount thereof.

 2. Th is item is to be answered on an accrual basis if practicable; if not so answered, state the basis

used.
Page 20

Item 12. Security Ownership of Management and Certain Securityholders

(a) Include the information specifi ed in paragraph (b) of this item as of the most recent practicable date

(stating the date used), in substantially the tabular format indicated, with respect to voting securities benefi cially

owned by:

(1) all executive offi cers and directors as a group, individually naming each director or executive offi cer who

benefi cially owns more than 10% of any class of the issuer’s voting securities;

(2) any other securityholder who benefi cially owns more than 10% of any class of the issuer’s voting securities as such benefi cial ownership would be calculated if the issuer were subject to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934.

(b) Benefi cial Ownership Table:

Title of Name and address Amount and nature of Amount and nature of Percent of

class of benefi cial benefi cial ownership benefi cial ownership class(3)

owner(1) acquirable(2) 

(1) Th e address given in this column may be a business, mailing, or residential address. Th e address

may be included in an appropriate footnote to the table rather than in this column.

(2) Th is column must include the amount of equity securities each benefi cial owner has the right to

acquire using the manner specifi ed in Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. An appropriate 

footnote must be included if the column heading does not suffi ciently describe the circumstances upon which 

such securities could be acquired.

(3) Th is column must use the amounts contained in the two preceding columns to calculate the percent of class owned by such benefi cial owner.

Item 13. Interest of Management and Others in Certain Transactions

(a) Describe briefl y any transactions or any currently proposed transactions during the issuer’s last two

com- pleted fi scal years and the current fi scal year, to which the issuer or any of its subsidiaries was or is to be a

participant and the amount involved exceeds $50,000 for Tier 1 or the lesser of $120,000 and one percent of the

average of the issuer’s total assets at year end for the last two completed fi scal years for Tier 2, and in which any

of the following persons had or is to have a direct or indirect material interest, naming the person and stating his

or her relationship to the issuer, the nature of the person’s interest in the transaction and, where practicable, the

amount of such interest:

(1) Any director or executive offi cer of the issuer;

(2) Any nominee for election as a director;

(3) Any securityholder named in answer to Item 12(a)(2);

(4) If the issuer was incorporated or organized within the past three years, any promoter of the issuer;

or
Page 21

(5) Any immediate family member of the above persons. An “immediate family member” of a person

means such person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-inlaw, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing such 

person’s household.

Instructions to Item 13(a):

1. For purposes of calculating the amount of the transaction described above, all periodic installments in the

case of any lease or other agreement providing for periodic payments must be aggregated to the extent they occurred

within the time period described in this item.

2. No information need be given in answer to this item as to any transaction where:

(a) Th e rates of charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services as a common or contract carrier at rates or charges fi xed in con- formity with law or

governmental authority;

(b) Th e transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a

trust indenture, or similar services;

(c) Th e interest of the specifi ed person arises solely from the ownership of securities of the issuer and the specifi ed

person receives no extra or special benefi t not shared on a pro-rata basis by all of the holders of securities of the class.

3. Th is item calls for disclosure of indirect as well as direct material interests in transactions. A per- son who

has a position or relationship with a fi rm, corporation, or other entity which engages in a transaction with the issuer

or its subsidiaries may have an indirect interest in such transaction by reason of the position or relationship. However, a person is deemed not to have a material indirect interest in a transaction within the meaning of this item

where:

(a) the interest arises only (i) from the person’s position as a director of another corporation or organization

(other than a partnership) that is a party to the transaction, or (ii) from the direct or indirect

ownership by the person and all other persons specifi ed in paragraphs (1) through (5) of this item, in the aggre- gate,

of less than a 10 percent equity interest in another person (other than a partnership) that is a party to the transaction, or (iii) from both such position and ownership;

(b) the interest arises only from the person’s position as a limited partner in a partnership in which the person

and all other persons specifi ed in paragraphs (1) through (5) of this item had an interest of less than 10 percent; or

(c) the interest of the person arises solely from the holding of an equity interest (unless the equity interest confers

management rights similar to a general partner interest) or a creditor interest in another person that is a party to

the transaction with the issuer or any of its subsidiaries and the transaction is not material to the other person.

4. Include the name of each person whose interest in any transaction is described and the nature of the relationships by reason of which such interest is required to be described. Th e amount of the interest of any specifi ed

person must be computed without regard to the amount of the profi t or loss involved in the transaction. Where it is

not practicable to state the approximate amount of the interest, the approximate amount involved in the transaction

must be disclosed.

5. Information must be included as to any material underwriting discounts and commissions upon the sale of
Page 22

securities by the issuer where any of the specifi ed persons was or is to be a principal underwriter or is a controlling 

person, or member, of a fi rm which was or is to be a principal underwriter. Information need not

be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an 

agreement among underwriters, the parties to which do not include the issuer or its subsidiaries.

6. As to any transaction involving the purchase or sale of assets by or to any issuer or any subsidiary, otherwise 

than in the ordinary course of business, state the cost of the assets to the purchaser and, if acquired by the seller within two years before the transaction, the cost to the seller.

7. Information must be included in answer to this item with respect to transactions not excluded above which 

involve compensation from the issuer or its subsidiaries, directly or indirectly, to any of the specifi ed per- sons for 

services in any capacity unless the interest of such persons arises solely from the ownership individu- ally and in the 

aggregate of less than 10 percent of any class of equity securities of another corporation furnish- ing the services to 

the issuer or its subsidiaries.

(b) If any expert named in the off ering statement as having prepared or certifi ed any part of the off ering 

state- ment was employed for such purpose on a contingent basis or, at the time of such preparation or certifi -

cation or at any time thereaft er, had a material interest in the issuer or any of its parents or subsidiaries or was 

connected with the issuer or any of its subsidiaries as a promoter, underwriter, voting trustee, director, offi cer or 

employee, describe the nature of such contingent basis, interest or connection.

Item 14. Securities Being Off ered

(a) If capital stock is being off ered, state the title of the class and furnish the following information regarding 

all classes of capital stock outstanding:

(1) Outline briefl y: (i) dividend rights; (ii) voting rights; (iii) liquidation rights; (iv) preemptive rights;

(v) conversion rights; (vi) redemption provisions; (vii) sinking fund provisions; (viii) liability to further calls 

or to assessment by the issuer; (ix) any classifi cation of the Board of Directors, and the impact of classifi cation 

where cumulative voting is permitted or required; (x) restrictions on alienability of the securities being off ered;

(xi) any provision discriminating against any existing or prospective holder of such securities as a result of such 

securityholder owning a substantial amount of securities; and (xii) any rights of holders that may be modifi ed 

otherwise than by a vote of a majority or more of the shares outstanding, voting as a class.

(2) Briefl y describe potential liabilities imposed on securityholders under state statutes or foreign law, for 

example, to employees of the issuer, unless such disclosure would be immaterial because the fi nancial resources 

of the issuer or other factors are such as to make it unlikely that the liability will ever be imposed.

(3) If preferred stock is to be off ered or is outstanding, describe briefl y any restriction on the repurchase 

or redemption of shares by the issuer while there is any arrearage in the payment of dividends or sinking fund 

installments. If there is no such restriction, so state.

(b) If debt securities are being off ered, outline briefl y the following:

(1) Provisions with respect to interest, conversion, maturity, redemption, amortization, sinking fund or retirement.

(2) Provisions with respect to the kind and priority of any lien securing the issue, together with a brief identifi cation of the principal properties subject to such lien.
Page 23

(3) Material affi rmative and negative covenants.

Instruction to Item 14(b):

In the case of secured debt there must be stated: (i) the approximate amount of unbonded property avail- able for 

use against the issuance of bonds, as of the most recent practicable date, and (ii) whether the securities being issued 

are to be issued against such property, against the deposit of cash, or otherwise.

(c) If securities described are to be off ered pursuant to warrants, rights, or convertible securities, state briefl y:

 (1) the amount of securities issuable upon the exercise or conversion of such warrants, convertible 

secu- rities or rights;

 (2) the period during which and the price at which the warrants, convertible securities or rights are 

exer- cisable;

 (3) the amounts of warrants, convertible securities or rights outstanding; and

 (4) any other material terms of such securities.

(d) In the case of any other kind of securities, include a brief description with comparable information to 

that required in (a), (b) and (c) of Item 14.

Part F/S

(a) General Rules

(1) Th e appropriate fi nancial statements set forth below of the issuer, or the issuer and its predecessors or any 

businesses to which the issuer is a successor must be fi led as part of the off ering statement and included in the 

off ering circular that is distributed to investors.

(2) Unless the issuer is a Canadian company, fi nancial statements must be prepared in accordance with 

generally accepted accounting principles in the United States (US GAAP). If the issuer is a Canadian com- pany, 

such fi nancial statements must be prepared in accordance with either US GAAP or International Financial

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). If the fi nancial 

statements comply with IFRS, such compliance must be explicitly and unreservedly stated in the notes to the 

fi nancial statements and if the fi nancial statements are audited, the auditor’s report must include an opinion on 

whether the fi nancial statements comply with IFRS as issued by the IASB.

(3) Th e issuer may elect to delay complying with any new or revised fi nancial accounting standard until the 

date that a company that is not an issuer (as defi ned under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 

U.S.C. 7201(a)) is required to comply with such new or revised accounting standard, if such standard also applies 

to companies that are not issuers. Issuers electing such extension of time accommodation must disclose it at the 

time the issuer fi les its off ering statement and apply the election to all standards. Issuers electing not to use this 

accommodation must forgo this accommodation for all fi nancial accounting standards and may not elect to rely 

on this accommodation in any future fi lings.
Page 24

(b) Financial Statements for Tier 1 Off erings

(1) Th e fi nancial statements prepared pursuant to this paragraph (b), including (b)(7), need not be prepared in accordance with Regulation S-X.

(2) Th e fi nancial statements prepared pursuant to paragraph (b), including (b)(7), need not be audited. If the 

fi nancial statements are not audited, they shall be labeled as “unaudited”. However, if an audit of these fi nancial 

statements is obtained for other purposes and that audit was performed in accordance with either U.S. generally 

accepted auditing standards or the Standards of the Public Company Accounting Oversight Board by an auditor 

that is independent pursuant to either the independence standards of the American Institute of Certi- fi ed Public 

Accountants (AICPA) or Rule 2 01 of Regulation S-X, those audited fi nancial statements must be fi led, and an 

audit opinion complying with Rule 2-02 of Regulation S-X must be fi led along with such fi nancial

statements. Th e auditor may, but need not, be registered with the Public Company Accounting Oversight Board.

(3) Consolidated Balance Sheets. Age of balance sheets at fi ling and at qualifi cation:

(A) If the fi ling is made, or the off ering statement is qualifi ed, more than three months but no more than nine 

months aft er the most recently completed fi scal year end, include a balance sheet as of the two most recently 

completed fi scal year ends.

(B) If the fi ling is made, or the off ering statement is qualifi ed, more than nine months aft er the most recently 

completed fi scal year end, include a balance sheet as of the two most recently completed fi scal year ends and an 

interim balance sheet as of a date no earlier than six months aft er the most recently completed fi scal year end.

(C) If the fi ling is made, or the off ering statement is qualifi ed, within three months aft er the most recently completed fi scal year end, include a balance sheet as of the two fi scal year ends preceding the most recently 

completed fi scal year end and an interim balance sheet as of a date no earlier than six months aft er the date of the 

most recent fi scal year end balance sheet that is required.

(D) If the fi ling is made, or the off ering statement is qualifi ed, during the period from inception until three 

months aft er reaching the annual balance sheet date for the fi rst time, include a balance sheet as of a date within 

nine months of fi ling or qualifi cation.

(4) Statements of comprehensive income, cash fl ows, and changes in stockholders’ equity. File consoli- dated 

statements of comprehensive income (either in a single continuous fi nancial statement or in two separate but 

consecutive fi nancial statements; or a statement of net income if there was no other comprehensive income), 

cash fl ows, and changes in stockholders’ equity for each of the two fi scal years preceding the date of the most 

recent balance sheet being fi led or such shorter period as the issuer has been in existence.

(5) Interim fi nancial statements.

 (i)If a consolidated interim balance sheet is required by (b)(3) of Part F/S, consolidated interim statements of comprehensive income (either in a single continuous fi nancial statement or in two separate but consecutive fi nancial statements; or a statement of net income if there was no other comprehensive income) and cash 

fl ows shall be provided and must cover at least the fi rst six months of the issuer’s fi scal year and the corre- sponding period of the preceding fi scal year. An analysis of the changes in each caption of stockholders’ equity presented in the balance sheets must be provided in a note or separate statement. Th is analysis shall be pre- sented in the 

form of a reconciliation of the beginning balance to the ending balance for each period for which

a statement of comprehensive income is required to be fi led with all signifi cant reconciling items described by 

appropriate captions with contributions from and distributions to owners shown separately. Dividends per share 

for each class of shares shall also be provided.
Page 25

(ii) Interim fi nancial statements of issuers that report under U.S. GAAP may be condensed as described in 

Rule 8-03(a) of Regulation S-X.

(iii) Th e interim statements of comprehensive income for all issuers must be accompanied by a statement that 

in the opinion of management all adjustments necessary in order to make the interim fi nancial statements not 

misleading have been included.

(6) Oil and Gas Producing Activities. Issuers engaged in oil and gas producing activities must follow the 

fi nancial accounting and reporting standards specifi ed in Rule 4-10 of Regulation S-X.

(7) Financial Statements of and Disclosure About Other Entities. Th e circumstances described below may 

require you to fi le fi nancial statements of, or provide disclosures about, other entities in the off ering statement. 

Th e fi nancial statements of other entities must be presented for the same periods as if the other entity was the 

issuer as described above in paragraphs (b)(3) and (b)(4) unless a shorter period is specifi ed by the rules below. 

Th e fi nancial statements of other entities shall follow the same audit requirement as paragraph (b)(2) of this Part 

F/S:

 (i) Financial Statements of and Disclosures About Guarantors and Issuers of Guaranteed Securities. Th e 

requirements of Rule 3-10 of Regulation S-X are applicable to fi nancial statements of a subsidiary that issues securities guaranteed by the parent company or guarantees securities issued by the parent company. However, the 

reference in Rule 3-10(a) of Regulation S-X to “an issuer or guarantor of a guaranteed security that is registered 

or being registered is required to fi le fi nancial statements required by Regulation S-X with respect to the guarantee or guaranteed security” instead refers to “an issuer or guarantor of a guaranteed security that is qualifi ed or 

being qualifi ed pursuant to Regulation A is required to fi le fi nancial statements required by Part F/S of Form 1-A 

with respect to the guarantee or guaranteed security.” Th e defi nition of “parent company” is the same as in Rule 

3-10(b)(1) of Regulation S-X, except that Rule 3-10(b)(1)(ii) instead reads as follows: “Is, or as a result of the 

subject off ering statement will be, required to fi le reports with the Commission pursuant to Rule 257(b) of Regulation A (§§ 230.251-230.263), or is an Exchange Act reporting company.” Th e parent company must also provide the disclosures required by Rule 13-01 of Regulation S-X. Th e parent company may elect to provide these 

disclosures in a footnote to its consolidated fi nancial statements or alternatively, in management’s discussion and 

analysis of fi nancial condition and results of operations described in Item 9 of Form 1-A in its off ering statement 

on Form 1-A fi led in connection with the off er and sale of the subject securities.

 (ii) Financial Statements of and Disclosures About Affi liates Whose Securities Collateralize an Issuance. Th e 

requirements of Rules 3-16 or 13-02 of Regulation S-X are applicable if an issuer’s securities that are qualifi ed or 

being qualifi ed pursuant to Regulation A are collateralized by the securities of the issuer’s affi liates. Rule 13-02 

of Regulation S-X must be followed unless Rule 3-16 of Regulation S-X applies. Th e issuer may elect to provide 

the disclosures specifi ed in Rule 13-02 of Regulation S-X in a footnote to its consolidated fi nancial statements or 

alternatively, in management’s discussion and analysis of fi nancial condition and results of operations described 

in Item 9 of Form 1-A in its off ering statement on Form 1-A fi led in connection with the off er and sale of the 

subject securities.

 (iii) Financial Statements of Businesses Acquired or to be Acquired. File the fi nancial statements required 

by Rule 8-04 of Regulation S-X.

 (iv) Pro Forma Financial Statements. File pro forma fi nancial information as described in Rule 8-05 of 

Regulation S-X.

 (v) Real Estate Operations Acquired or to be Acquired. File the fi nancial information required by Rule 
Page 26

8-06 of Regulation S-X.

Instructions to paragraph (b) in Part F/S: 

1. Issuers should refer to Rule 257(b)(2) to determine whether a special fi nancial report will be required aft er qualifi -

cation of the off ering statement.

2. If the last day that the fi nancial statements included in the off ering statement can be accepted, according to the 

age requirements of this item falls on a Saturday, Sunday, or holiday, such off ering statement may be fi led on the fi rst 

business day following the last day of the specifi ed period.

3. As an alternative, an issuer may—but need not—elect to comply with the provisions of paragraph (c).

(c) Financial Statement Requirements for Tier 2 Off erings

 (1) In addition to the general rules in paragraph (a), provide the fi nancial statements required by paragraph (b) of this Part F/S, except the following rules should be followed in the preparation of the fi nancial statements:

 (i) Issuers that report under U.S. GAAP and, when applicable, other entities for which fi nancial statements are required, must comply with Article 8 of Regulation S-X, as if they were conducting a registered off ering on Form S-1, except the age of fi nancial statements may follow paragraphs (b)(3)-(4) of this Part 

F/S.

 (ii) Audited fi nancial statements are required for Tier 2 off erings for the issuer and, when 

appli- cable, for fi nancial statements of other entities. However, interim fi nancial statements may be unaudited.

 (iii) Th e audit must be conducted in accordance with either U.S. Generally Accepted Auditing 

Standards or the standards of the Public Company Accounting Oversight Board (United States) and the report 

and qualifi cations of the independent accountant shall comply with the requirements of Article 2 of Regulation 

S-X. Accounting fi rms conducting audits for the fi nancial statements included in the off ering circular may, but 

need not, be registered with the Public Company Accounting Oversight Board.

PART III—EXHIBITS

Item 16. Index to Exhibits

(a) An exhibits index must be presented at the beginning of Part III.

(b) Each exhibit must be listed in the exhibit index according to the number assigned to it under Item 17 

below.

(c) For incorporation by reference, please refer to General Instruction III of this Form.

Item 17. Description of Exhibits

As appropriate, the following documents must be fi led as exhibits to the off ering statement.

1. Underwriting agreement—Each underwriting contract or agreement with a principal underwriter or letter
Page 27

pursuant to which the securities are to be distributed; where the terms have yet to be fi nalized, proposed formats 

may be provided.

2. Charter and bylaws—Th e charter and bylaws of the issuer or instruments corresponding thereto as currently in eff ect and any amendments thereto.

3. Instruments defi ning the rights of securityholders—

 (a) All instruments defi ning the rights of any holder of the issuer’s securities, including but not limited to (i) holders of equity or debt securities being issued; (ii) holders of long-term debt of the issuer, and of all 

subsidiaries for which consolidated or unconsolidated fi nancial statements are required to be fi led.

 (b) Th e following instruments need not be fi led if the issuer agrees to fi le them with the Commission upon request: (i) instruments defi ning the rights of holders of long-term debt of the issuer and all of its 

subsid- iaries for which consolidated fi nancial statements are required to be fi led if such debt is not being issued 

pursu- ant to this Regulation A off ering and the total amount of such authorized issuance does not exceed 5% of 

the total assets of the issuer and its subsidiaries on a consolidated basis; (ii) any instrument with respect to a class 

of securities that is to be retired or redeemed before the issuance or upon delivery of the securities being issued 

pursuant to this Regulation A off ering and appropriate steps have been taken to assure such retirement or redemption; and (iii) copies of instruments evidencing scrip certifi cates or fractions of shares.

4. Subscription agreement—Th e form of any subscription agreement to be used in connection with the purchase of securities in this off ering.

5. Voting trust agreement—Any voting trust agreements and amendments.

6. Material contracts

 (a)Every contract not made in the ordinary course of business that is material to the issuer and is to be 

performed in whole or in part at or aft er the fi ling of the off ering statement or was entered into not more than 

two years before such fi ling. Only contracts need be fi led as to which the issuer or subsidiary of the issuer is a 

party or has succeeded to a party by assumption or assignment or in which the issuer or such subsidiary has 

a benefi cial interest. Schedules (or similar attachments) to material contracts may be excluded if not material 

to an investment decision or if the material information contained in such schedules is otherwise disclosed in 

the agreement or the off ering statement. Th e material contract fi led must contain a list briefl y identifying the 

contents of all omitted schedules, together with an agreement to furnish supplementally a copy of any omitted 

schedule to the Commission upon request.

 (b)If the contract is such as ordinarily accompanies the kind of business conducted by the issuer and its 

subsidiaries, it is made in the ordinary course of business and need not be fi led unless it falls within one or more 

of the following categories, in which case it must be fi led except where immaterial in amount or signifi cance:

(i) any contract to which directors, offi cers, promoters, voting trustees, securityholders named in the off ering 

statement, or underwriters are parties, except where the contract merely involves the purchase or sale of current 

assets having a determinable market price, at such market price; (ii) any contract upon which the issuer’s business is substantially dependent, as in the case of continuing contracts to sell the major part of the issuer’s products or services or to purchase the major part of the issuer’s requirements of goods, services or raw materials or 

any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon 

which the issuer’s business depends to a material extent; (iii) any contract calling for the acquisition or sale of 

any property, plant or equipment for a consideration exceeding 15% of such fi xed assets of the issuer on a consolidated basis; or (iv) any material lease under which a part of the property described in the off ering statement 
Page 28

is held by the issuer.

 (c)Any management contract or any compensatory plan, contract or arrangement including, but not 

limited to, plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus, 

incentive or profi t sharing (or if not set forth in any formal document, a written description) is deemed material 

and must be fi led except for the following: (i) ordinary purchase and sales agency agreements; (ii) agreements 

with managers of stores in a chain organization or similar organization; (iii) contracts providing for labor or 

salesperson’s bonuses or payments to a class of securityholders, as such; (iv) any compensatory plan, contract or 

arrangement that pursuant to its terms is available to employees generally and that in operation provides for the 

same method of allocation of benefi ts between management and non-management participants.

7. Plan of acquisition, reorganization, arrangement, liquidation, or succession—Any material plan of acquisition, disposition, reorganization, readjustment, succession, liquidation or arrangement and any amendments 

thereto described in the off ering statement. Schedules (or similar attachments) to these exhibits must not be fi led 

unless such schedules contain information that is material to an investment decision and that is not other- wise 

disclosed in the agreement or the off ering statement. Th e plan fi led must contain a list briefl y identifying the 

contents of all omitted schedules, together with an agreement to furnish supplementally a copy of any omit- ted 

schedule to the Commission upon request.

8. Escrow agreements—Any escrow agreement or similar arrangement which has been executed in connection with the Regulation A off ering.

9. Letter re change in certifying accountant—A letter from the issuer’s former independent accountant regard- ing its concurrence or disagreement with the statements made by the issuer in the current report concerning the resignation or dismissal as the issuer’s principal accountant.

10. Power of attorney—If any name is signed to the off ering statement pursuant to a power of attorney, signed 

copies of the power of attorney must be fi led. Where the power of attorney is contained elsewhere in the of- fering statement or documents fi led therewith, a reference must be made in the index to the part of the off ering 

statement or document containing such power of attorney. In addition, if the name of any offi cer signing on behalf of the issuer is signed pursuant to a power of attorney, certifi ed copies of a resolution of the issuer’s board 

of directors authorizing such signature must also be fi led. A power of attorney that is fi led with the Commission 

must relate to a specifi c fi ling or an amendment thereto. A power of attorney that confers general authority may 

not be fi led with the Commission.

11. Consents—

 (a) Experts: Th e written consent of

 (i) any accountant, counsel, engineer, geologist, appraiser or any persons whose profession 

gives authority to a statement made by them and who is named in the off ering statement as having prepared or 

certi- fi ed any part of the document or is named as having prepared or certifi ed a report or evaluation whether or 

not for use in connection with the off ering statement;

 (ii) the expert that authored any portion of a report quoted or summarized as such in the 

off ering statement, expressly stating their consent to the use of such quotation or summary;

 (iii) any persons who are referenced as having reviewed or passed upon any information in the 

off ering statement, and that such information is being included on the basis of their authority or in reliance upon 

their status as experts.

 (b) All written consents must be dated and signed.
Page 29

12. Opinion re legality—An opinion of counsel as to the legality of the securities covered by the Off ering 

Statement, indicating whether they will when sold, be legally issued, fully paid and non-assessable, and if debt 

securities, whether they will be binding obligations of the issuer.

13. “Testing the waters” materials—Any written communication or broadcast script used under the authorization of Rule 241 within 30 days of the initial fi ling of the off ering statement, and any written communication 

or broadcast script used under the authorization of Rule 255. Materials used under the authorization of Rule 255 

need not be fi led if they are substantively the same as materials previously fi led with the off ering statement.

14. Appointment of agent for service of process—A Canadian issuer must fi le Form F-X.

15. Th e technical report summary under Item 601(b)(96) of Regulation S-K--An issuer that is required to fi le a 

technical report summary pursuant to Item 1302(b)(2) of Regulation S-K must provide the information specifi ed 

in Item 601(b)(96) of Regulation S-K as an exhibit to Form 1-A.

16. RESERVED

17. Subsidiary guarantors and issuers of guaranteed securities and affi liates whose securities collateralize securities of the issuer. List each of the entities in paragraphs (a) and (b) below under an appropriately captioned 

heading that identifi es the associated securities. An entity need not be listed more than once so long as its role as 

issuer, co-issuer, or guarantor of a guaranteed security and/or as affi liate whose security is pledged as collateral 

for an issuer’s security is clearly indicated with respect to each applicable security:

 (a) For an issuer that is the parent company (as that term is defi ned in paragraph (b)(7(i) of Part 

F/S) and subject to § 210.13-01 as described in paragraph (b)(7)(i) of Part F/S, each of the issuer’s subsidiaries 

that is a guarantor, issuer, or co-issuer of the guaranteed security for which the issuer is required to fi le reports 

with the Commission pursuant to Rule 257(b) of Regulation A, or is an Exchange Act reporting company subject 

to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, or the off er and sale of which is qualifi ed or being qualifi ed pursuant to Regulation A; and

 (b) For an issuer that is subject to § 210.13-02 as described in paragraph (b)(7)(i) of Part F/S, 

each of the issuer’s affi liates whose security is pledged as collateral for the issuer’s security for which the issuer 

is required to fi le reports with the Commission pursuant to Rule 257(b) of Regulation A, or is an Exchange Act 

reporting company subject to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, or the off er 

and sale of which is qualifi ed or being qualifi ed pursuant to Regulation A. For each affi liate, also identify the 

security or securities pledged as collateral.

99. Additional exhibits—Any additional exhibits which the issuer may wish to fi le, which 

must be so marked as to indicate clearly the subject matters to which they refer.

Instruction to Item 17:

 Th e issuer may redact information from exhibits required to be fi led by this Item if 

 disclosure of such information would constitute a clearly unwarranted invasion of personal 

 privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses, and 

 similar information). In addition, the issuer may redact specifi c provisions or terms of exhibits 

 required to be fi led by paragraph 6 or 7 of this Item, if the issuer customarily and actually treats 

 that information as private or confi dential and if the omitted information is not material. If it 

 does so, the issuer should mark the exhibit index to indicate that portions of the exhibit have 

 been omitted and include a prominent statement on the fi rst page of the redacted exhibit that 
Page 30

 certain identifi ed information has been excluded from the exhibit because it is both not material 

and is the type that the registrant treats as private or confi dential. Th e issuer also must include 

brackets indicating where the information is omitted from the fi led version of the exhibit. If 

requested by the Commission or its staff , the issuer must promptly provide on a supplemental 

basis an unredacted copy of the exhibit and its materiality and privacy or confi dentiality 

analyses. Upon evaluation of the issuer’s supplemental materials, the Commission or its staff 

may require the issuer to amend its fi ling to include in the exhibit any previously redacted 

information that is not adequately supported by the issuer’s analyses. Th e issuer may request 

 confi dential treatment of the supplemental material submitted under paragraphs 6 or 7 pursuant 

to Rule 83 (§ 200.83 of this chapter) while it is in the possession of the Commission or its staff . 

 Aft er completing its review of the supplemental information, the Commission or its staff will 

return or destroy it if the registrant complies with the procedures outlined in Rule 418 (§230.418 of this chap 

 ter).

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifi es that it has reasonable grounds to believe that it 

meets all of the requirements for fi ling on Form 1-A and has duly caused this off ering statement to be signed on

its behalf by the undersigned, thereunto duly authorized, in the City of , State of , on (date).

(Exact name of issuer as specifi ed in its charter) 

By (Signature and Title) 

Th is off ering statement has been signed by the following persons in the capacities and on the dates indicated. 

(Signature) 

(Title) 

(Date) 

Instructions to Signatures:

1. Th e off ering statement must be signed by the issuer, its principal executive offi cer, principal fi nancial offi -

cer, principal accounting offi cer, and a majority of the members of its board of directors or other governing body. If 

a signature is by a person on behalf of any other person, evidence of authority to sign must be fi led with the off ering 

statement, except where an executive offi cer signs on behalf of the issuer.

2. Th e off ering statement must be signed using a typed signature. Each signatory to the fi ling must also manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the fi ling. Such document must be executed before or at the time the fi ling is made and must be 

retained by the issuer for a period of fi ve years. Upon request, the issuer must furnish to the Com- mission or its staff 

a copy of any or all documents retained pursuant to this section.

3. Th e name and title of each person signing the off ering statement must be typed or printed beneath the

signature.