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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

OMB APPROVAL 

OMB Number: 3235-0716 

Expires: May 31, 2024

Estimated average burden 

hours per response . .. . .49.96 

Washington, D.C. 20549 

FORM C 

UNDER THE SECURITIES ACT OF 1933 

(Mark one.) 

􀆑 Form C: Offering Statem ent

􀆑 Form C-U: Prog ress Update: _____________________________________________________

􀆑 Form C/A: Am endm ent to Offering Statem ent: ______________________________________

􀆑 Check box if Am endm ent is m aterial and investors m ust reconfirm within five business days.

􀆑 Form C-AR: Annual Report

􀆑 Form C-AR/A: Am endm ent to Annual Report

􀆑 Form C-TR: Term ination of Reporting 

Nam e of 	issuer: _____________________________________________________________________

Leg al 	status of 	issuer: 

Form : 	__________________________________

Jurisdiction of 	Incorporation/Org anization: 	_________________________________________

Date of 	org anization): 	__________________________________________________________

Physical 	address of 	issuer: 		____________________________________________________________

Website of 	issuer: 		___________________________________________________________________

Is there a co-issuer? ___ yes ___ no. If 	yes,

Nam e of 	co-issuer: 	_________________________________________________

Leg al 	status of 	co-issuer: 	

Form : 	______________________________________________________

Jurisdiction of 	Incorporation/Org anization: 	_________________________

Date of 	org anization: 	___________________________________________

Physical 	address of 	co-issuer: 	__________________________________________

Website of 	co-issuer: 	_________________________________________________

Nam e of 	interm ediary throug h which the offering 	wil l 	be conducted: 	___________________________

CIK num ber of 	interm ediary: 		_______________________

SEC fil e num ber of 	interm ediary: 			___________________

CRD num ber, if 	appl icabl e, of 	interm ediary: 		___________________

Am ount of 	com pensation to be paid to the interm ediary, whether as a dol l ar am ount or a percentag e of 	the offering 	am ount, or a	g ood f aith estim ate if 	the ex act am ount is not avail abl e at the tim e of 	the fil ing , f or conducting 	

the offering , incl uding 	the am ount of 	ref erral 	and any other f ees associated with the offering : 

Any other direct or indirect interest in the issuer hel d by the interm ediary, or any arrang em ent f or the interm ediary to acquire such an interest: 

1

Type of 	security of f ered: 	

_______________________________________________________________

SEC 2930 (9/22) 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. 
	 	 	 	 	

	 	 	 	 	

	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 		 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

		 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 		 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 		 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

		 	 	 	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

Targ et num ber of 	securities to be offered: 	__________________________________________________

Price (or m ethod f or determ ining 	price): 	___________________________________________________

Targ et offering 	am ount: 	________________________________________________________________

Oversubscriptions accepted: 	􀆑 Yes 􀆑 No

If 	yes, discl ose how oversubscriptions wil l 	be al l ocated: 	􀆑 Pro-rata basis 􀆑 First-com e, first-served basis

􀆑 Other – provide a description: _________________________________________________________

Max im um 	offering 	am ount (if 	different f rom 	targ et offering 	am ount): 	____________________________

Deadl ine to reach the targ et offering 	am ount: 	________________________________________________

NOTE: If the sum of the investment commitments does not equal or exceed the target offering

amount at the offering deadline, no securities will be sold in the offering, investment commitments

will be cancelled and committed funds will be returned.

Current num ber of 	em pl oyees: 		__________________________________________________________

Total 	Assets: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Cash & Cash Equival ents: 	 Most recent fiscal 	year-end: 	____ Prior fiscal 	year-end: 	____

Accounts Receivabl e: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Short-term 	Debt: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Long -term 	Debt: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Revenues/Sal es Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Cost of 	Goods Sol d: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Tax es Paid: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Net Incom e: 	 Most recent fiscal 	year-end: 	____	 Prior fiscal 	year-end: 	____

Using 	the l ist bel ow, sel ect the jurisdictions in which the issuer intends to offer the securities: 

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

individually, add all and remove all.] 

GENERAL INSTRUCTIONS 

I. Eligibility Requirements for Use of Form C

This Form 	shal l 	be used f or the offering 	statem ent, and any rel ated am endm ents and prog ress reports,

required to be fil ed by any issuer offering 	or sel l ing 	securities in rel iance on the ex em ption in Securities Act

Section 4(a)(6) and in accordance with Section 4A and Reg ul ation Crowdf unding 	(§ 227.100 et seq.). The term 	

“issuer” incl udes any co-issuer jointl y offering 	or sel l ing 	securities with an issuer in rel iance on the ex em ption

in Securities Act Section 4(a)(6) and in accordance with Securities Act Section 4A and Reg ul ation Crowdf unding 	(§ 227.100 et seq.) This Form 	al so shal l 	be used f or an annual 	report required pursuant to Rul e 202 of 	

Reg ul ation Crowdf unding 	(§ 227.202) and f or the term ination of 	reporting 	required pursuant to Rul e 203(b)(2)

of 	Reg ul ation Crowdf unding 	(§ 227.203(b)(2)). Caref ul 	attention shoul d be directed to the term s, conditions

and requirem ents of 	the ex em ption.

II. Preparation and Filing of Form C

Inf orm ation on the cover pag e wil l 	be	g enerated based on the inf orm ation provided in XML f orm at.

Other than the cover pag e, this Form 	is not to be used as a bl ank 	f orm 	to be fil l ed in, but onl y as a	g uide in the

preparation of 	Form 	C. General 	inf orm ation reg arding 	the preparation, f orm at and how to fil e this Form 	is contained in Reg ul ation S-T (§ 232 et seq.).

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III. Information to be Included in the Form

Item 1. Offering Statement Disclosure Requirements

An issuer fil ing 	this Form 	f or an offering 	in rel iance on Section 4(a)(6) of 	the Securities Act and pursuant to Reg ul ation Crowdf unding 	(§ 227.100 et seq.) m ust fil e the Form 	prior to the com m encem ent of 	the offering 	and incl ude the inf orm ation required by Rul e 201 of 	Reg ul ation Crowdf unding 	(§ 227.201).

An issuer m ust incl ude in the XML-based portion of 	this Form : 	the inf orm ation required by parag raphs

(a),(e), (g ), (h), (l ), (n), and (o) of 	Rul e 201 of 	Reg ul ation Crowdf unding 	(§ 227.201(a), (e), (g ), (h), (l ), (n),

and (o)); sel ected financial 	data f or the prior two fiscal 	years (incl uding 	total 	assets, cash and cash equival ents,

accounts receivabl e, short-term 	debt, l ong -term 	debt, revenues/sal es, cost of 	g oods sol d, tax es paid and net incom e); the jurisdictions in which the issuer intends to offer the securities; and any inf orm ation required by Rul e

203(a)(3) of 	Reg ul ation Crowdf unding 	(§ 227.203(a)(3)).

Other than the inf orm ation required to be provided in XML f orm at, an issuer m ay provide the required

inf orm ation in the optional 	Question and Answer f orm at incl uded herein or in any other f orm at incl uded on the

interm ediary’s pl atf orm , by fil ing 	such inf orm ation as an ex hibit to this Form , incl uding 	copies of 	screen shots

of 	the rel evant inf orm ation, as appropriate and necessary.

If 	discl osure in response to any parag raph of 	Rul e 201 of 	Reg ul ation Crowdf unding 	(§ 227.201) or

Rul e 203(a)(3) is responsive to one or m ore other parag raphs of 	Rul e 201 of 	Reg ul ation Crowdf unding 	(§

227.201) or to Rul e 203(a)(3) of 	Reg ul ation Crowdf unding 	(§ 227.203(a)(3)), issuers are not required to m ak e

dupl icate discl osures.

Item 2. Legends 

(a) An issuer fil ing 	this Form 	f or an offering 	in rel iance on Section 4(a)(6) of 	the Securities Act and

pursuant to Reg ul ation Crowdf unding 	(§ 227.100 et seq.) m ust incl ude the f ol l owing 	l eg ends: 

A crowdf unding 	investm ent invol ves risk . You shoul d not invest any f unds in this offering 	unl ess you

can afford to l ose your entire investm ent.

In m ak ing 	an investm ent decision, investors m ust rel y on their own ex am ination of 	the issuer and the

term s of 	the offering , incl uding 	the m erits and risk s invol ved. These securities have not been recom m ended or

approved by any f ederal 	or state securities com m ission or reg ul atory authority. Furtherm ore, these

authorities have not passed upon the accuracy or adequacy of 	this docum ent.

The U.S. Securities and Ex chang e Com m ission does not pass upon the m erits of 	any securities offered

or the term s of 	the offering , nor does it pass upon the accuracy or com pl eteness of 	any offering 	docum ent or

l iterature.

These securities are offered under an ex em ption f rom 	reg istration; however, the U.S. Securities and

Ex chang e Com m ission has not m ade an independent determ ination that these securities are ex em pt f rom 

reg istration.

(b) An issuer fil ing 	this Form 	f or an offering 	in rel iance on Section 4(a)(6) of 	the Securities Act and

pursuant to Reg ul ation Crowdf unding 	(§ 227.100 et seq.) m ust discl ose in the offering 	statem ent that it wil l 	fil e

a report with the Com m ission annual l y and post the report on its website, no l ater than 120 days af ter the end of 	

each fiscal 	year covered by the report. The issuer m ust al so discl ose how an issuer m ay term inate its reporting 	

obl ig ations in the f uture in accordance with Rul e 202(b) of 	Reg ul ation Crowdf unding 	(§ 227.202(b)).

Item 3. Annual Report Disclosure Requirements

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____________________

____________________

___________________

___________________

___________________

An issuer fil ing 	this Form 	f or an annual 	report, as required by Reg ul ation Crowdf unding 	(§ 227.100

et seq.), m ust fil e the Form 	no l ater than 120 days af ter the issuer’s fiscal 	year end covered by the report and

incl ude the inf orm ation required by Rul e 201(a), (b), (c), (d), (e), (f ), (m ), (p), (q), (r), (s), (t), (x ) and (y) of 

Reg ul ation Crowdf unding 	(§§ 227.201(a), (b), (c), (d), (e), (f ), (m ), (p), (q), (r), (s), (t), (x ) and (y)). For purposes of 	parag raph (t), the issuer shal l 	provide financial 	statem ents certified by the principal 	ex ecutive officer of 	

the issuer to be true and com pl ete in al l 	m aterial 	respects. If , however, the issuer has avail abl e financial 	statem ents prepared in accordance with U.S.	g eneral l y accepted accounting 	principl es (U.S. GAAP) that have been

reviewed or audited by an independent certified publ ic accountant, those financial 	statem ents m ust be provided

and the principal 	ex ecutive officer certification wil l 	not be required.

An issuer m ust incl ude in the XML-based portion of 	this Form : 	the inf orm ation required by parag raphs

(a), and (e) of 	Rul e 201 of 	Reg ul ation Crowdf unding 	(§ 227.201(a) and (e)); and sel ected financial 	data f or the

prior two fiscal 	years (incl uding 	total 	assets, cash and cash equival ents, accounts receivabl e, short-term 	debt,

l ong -term 	debt, revenues/sal es, cost of 	g oods sol d, tax es paid and net incom e).

SIGNATURE 

Pursuant to the requirem ents of 	Sections 4(a)(6) and 4A of 	the Securities Act of 	1933 and Reg ul ation

Crowdf unding 	(§ 227.100 et seq.), the issuer certifies that it has reasonabl e	g rounds to bel ieve that it m eets al l 	

of 	the requirem ents f or fil ing 	on Form 	C and has dul y caused this Form 	to be sig ned on its behal f 	by the dul y

authorized undersig ned.

	 	 	 	 	 	 	 	 	 	 (Issuer)

	 	 	 	 	 	 	 	 	 	 By

(Sig nature and Titl e)

Pursuant to the requirem ents of 	Sections 4(a)(6) and 4A of 	the Securities Act of 	1933 and Reg ul ation

Crowdf unding 	(§ 227.100 et seq.), this Form 	C has been sig ned by the f ol l owing 	persons in the capacities and

on the dates indicated.

(Sig nature)

	 	 	 	 	 	 	 	 	 	 (Titl e)

	 	 	 	 	 	 	 	 	 	 (Date)

Instructions.

1. The f orm 	shal l 	be sig ned by the issuer, its principal 	ex ecutive officer or officers, its principal 	financial 	officer,

its control l er or principal 	accounting 	officer and at l east a m ajority of 	the board of 	directors or persons perf orm -

ing 	sim il ar f unctions. If 	there is a co-issuer, the f orm 	shal l 	al so be sig ned by the co-issuer, its principal 	ex ecutive officer or officers, its principal 	financial 	officer, its control l er or principal 	accounting 	officer and at l east a

m ajority of 	the board of 	directors or persons perf orm ing 	sim il ar f unctions.

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2. The nam e of 	each person sig ning 	the f orm 	shal l 	be typed or printed beneath the sig nature.

Intentional 	m isstatem ents or om issions of 	f acts constitute f ederal 	crim inal 	viol ations. See 18 U.S.C. 1001.

OPTIONAL QUESTION & ANSWER FORMAT 

FOR AN OFFERING STATEMENT 

Respond to each question in each parag raph of 	this part. Set f orth each question and any notes, but not

any instructions thereto, in their entirety. If 	discl osure in response to any question is responsive to one or m ore

other questions, it is not necessary to repeat the discl osure. If 	a question or series of 	questions is inappl icabl e or

the response is avail abl e el sewhere in the Form , either State that it is inappl icabl e, incl ude a cross-ref erence to

the responsive discl osure, or om it the question or series of 	questions. The term 	“issuer” in these questions and

answers incl udes any “co-issuer” jointl y offering 	or sel l ing 	securities with the issuer in rel iance on the ex em ption in Securities Act Section 4(a)(6) and in accordance with Securities Act Section 4A and Reg ul ation Crowdf unding 	(§ 227.100 et seq.). Any inf orm ation provided with respect to the issuer shoul d al so be separatel y

provided with respect to any co-issuer.

If 	you are seek ing 	to rel y on the Com m ission’s tem porary rul es to initiate an offering 	between May 4, 2020, and

February 28, 2021, intended to be conducted on an ex pedited basis due to circum stances rel ating 		to coronavirus

disease 2019 (COVID-19), you wil l 	l ik el y need to provide additional 	or different inf orm ation than described in

questions 2, 12, and 29. If 	you are seek ing 	to rel y on the Com m ission’s tem porary Rul e 201(bb) f or an offering 	

initiated between March 1, 2021, and Aug ust 28, 2022, you wil l 	l ik el y need to provide additional 	or different

inf orm ation than described in questions 2 and 29. When preparing 	responses to such questions, pl ease caref ul l y

review tem porary Rul es 100(b)(7), 201(aa), 201(bb), and 304(e) and tail or your responses to those requirem ents

as appl icabl e.

Be very caref ul 	and precise in answering 	al l 	questions. Give f ul l 	and com pl ete answers so that they are not

m isl eading 	under the circum stances invol ved. Do not discuss any f uture perf orm ance or other anticipated event

unl ess you have a reasonabl e basis to bel ieve that it wil l 	actual l y occur within the f oreseeabl e f uture. If 	any

answer requiring 	sig nificant inf orm ation is m aterial l y inaccurate, incom pl ete or m isl eading , the Com pany, its

m anag em ent and principal 	sharehol ders m ay be l iabl e to investors based on that inf orm ation.

THE COMPANY 

1. Nam e of 	issuer: 	_______________________________________________________________

ELIGIBILITY 

2. 􀆑 Check this box to certif y that al l of the f ol l owing statem ents are true f or the issuer: 

• Org anized under, and subject to, the l aws of 	a State or territory of 	the United States or the District of 	

Col um bia.

• Not subject to the requirem ent to fil e reports pursuant to Section 13 or Section 15(d) of 	the Securities

Ex chang e Act of 	1934.

• Not an investm ent com pany reg istered or required to be reg istered under the Investm ent Com pany Act

of 	1940.

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• Not inel ig ibl e to rel y on this ex em ption under Section 4(a)(6) of 	the Securities Act as a resul t of 	a disqual ification specified in Rul e 503(a) of 	Reg ul ation Crowdf unding . (For m ore inf orm ation about these

disqual ifications, see Question 30 of 	this Question and Answer f orm at).

• Has fil ed with the Com m ission and provided to investors, to the ex tent required, the ong oing 	annual 	

reports required by Reg ul ation Crowdf unding 	during 	the two years im m ediatel y preceding 	the fil ing 	

of 	this offering 	statem ent (or f or such shorter period that the issuer was required to fil e such reports).

• Not a devel opm ent stag e com pany that (a) has no specific business pl an or (b) has indicated that its

business pl an is to eng ag e in a m erg er or acquisition with an unidentified com pany or com panies.

INSTRUCTION TO QUESTION 2: If any of these statements is not true, then you are NOT eligible to 

rely on this exemption under Section 4(a)(6) of the Securities Act.

3. Has the issuer or any of 	its predecessors previousl y f ail ed to com pl y with the ong oing 	reporting 

requirem ents of 	Rul e 202 of 	Reg ul ation Crowdf unding ? 􀆑 Yes 􀆑 No

Ex pl ain: 	_______________________________________________________________________

DIRECTORS OF THE COMPANY 

4. Provide the f ol l owing 	inf orm ation about each director (and any persons occupying 	a sim il ar

status or perf orm ing 	a sim il ar f unction) of 	the issuer: 

Nam e: 	_______________________________	 Dates of 	Board Service: 	_______________

Principal 	Occupation: 	_____________________________________________________

Em pl oyer: 	Dates of 	Service: 	________________________________________________

Em pl oyer’s principal 	business: 			_____________________________________________

List al l 	positions and offices with the issuer hel d and the period of 	tim e in which the director

served in the position or office: 

Position: 	________________________________________ Dates of 	Service: 	_______________

Position: 	________________________________________ Dates of 	Service: 	_______________

Position: 	________________________________________ Dates of 	Service: 	_______________

Business Ex perience: 	List the em pl oyers, titl es and dates of 	positions hel d during 	past three

years with an indication of 	job responsibil ities: 

Em pl oyer: 	_____________________________________________________________________

Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

Em pl oyer: 	_____________________________________________________________________

Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

Em pl oyer: 	_____________________________________________________________________

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Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

OFFICERS OF THE COMPANY 

5. Provide the f ol l owing 	inf orm ation about each officer (and any persons occupying 	a sim il ar status

or perf orm ing 	a sim il ar f unction) of 	the issuer: 

Nam e: 	______________________________________________________________________________

Titl e: 	__________________________________________________ Dates of 	Service: 	 ______________

Responsibil ities: 	______________________________________________________________________

List any prior positions and offices with the issuer and the period of 	tim e in which the officer

served in the position or office: 

Position: 	________________________________________________ Dates of 	Service: 	__________

Responsibil ities: 		_____________________________________________________________________

Position: 	________________________________________________ Dates of 	Service: 	__________	

Responsibil ities: 		________________________________________________________________

Position: 	________________________________________________ Dates of 	Service: 	__________	

Responsibil ities: 		________________________________________________________________

Business Ex perience: 	List any other em pl oyers, titl es and dates of 	positions hel d during 	past three years with an

indication of 	job responsibil ities: 

Em pl oyer: 	_____________________________________________________________________

Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

Em pl oyer: 	_____________________________________________________________________

Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

Em pl oyer: 	_____________________________________________________________________

Em pl oyer’s principal 	business: 		____________________________________________________

Titl e: 	___________________________________________ Dates of 	Service: 			______________

Responsibil ities: 			_______________________________________________________________

INSTRUCTION TO QUESTION 5: 	For purposes of 	this Question 5, the term 	officer m eans a president, vice

president, secretary, treasurer or principal 	financial 	officer, com ptrol l er or principal 	accounting 	officer, and any

person routinel y perf orm ing 	sim il ar f unctions.

PRINCIPAL SECURITY HOLDERS 

6. Provide the nam e and ownership l evel 	of 	each person, as of 	the m ost recent practicabl e date, who

7
	 	 	 	 	 	 	 	

	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 								 	 	 	 			 	

	 	 			

	 												 													

						 	 													

					 	 	 													

	 						 													

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

is the beneficial 	owner of 	20 percent or m ore of 	the issuer’s outstanding 	voting 	equity securities,

cal cul ated on the basis of 	voting 	power.

% of Voting 

No. and Cl ass of Power Prior to	

Nam e of 	Hol der	 Securities Now Hel d	 Offering 

-----------------------------	 --------------------------------	 ------------------	

___________________ _____________________	 ______________%

___________________ _____________________	 ______________%

___________________ _____________________	 ______________%

___________________ _____________________	 ______________%

INSTRUCTION TO QUESTION 6: 	The above inf orm ation m ust be provided as of 	a date that is no m ore than

120 days prior to the date of 	fil ing 	of 	this offering 	statem ent.

To cal cul ate total 	voting 	power, incl ude al l 	securities f or which the person directl y or indirectl y has or shares the

voting 	power, which incl udes the power to vote or to direct the voting 	of 	such securities. If 	the person has the

rig ht to acquire voting 	power of 	such securities within 60 days, incl uding 	throug h the ex ercise of 	any option,

warrant or rig ht, the conversion of 	a security, or other arrang em ent, or if 	securities are hel d by a m em ber of 	the

f am il y, throug h corporations or partnerships, or otherwise in a m anner that woul d al l ow a person to direct or

control 	the voting 	of 	the securities (or share in such direction or control 	— as, f or ex am pl e, a co-trustee) they

shoul d be incl uded as being 	“beneficial l y owned.” You shoul d incl ude an ex pl anation of 	these circum stances in

a f ootnote to the “Num ber of 	and Cl ass of 	Securities Now Hel d.” To cal cul ate outstanding 	voting 	equity securities, assum e al l 	outstanding 	options are ex ercised and al l 	outstanding 	convertibl e securities converted.

BUSINESS AND ANTICIPATED BUSINESS PLAN 

7. Describe in detail 	the business of 	the issuer and the anticipated business pl an of 	the issuer.

RISK FACTORS 

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can

afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of the issuer and the 

terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these 

authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or

the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or

literature. 

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from 

registration. 

8. Discuss the m aterial 	f actors that m ak e an investm ent in the issuer specul ative or risk y: 

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__________________________________________________________________________________

(1) _____________________________________________________________________________

(2) _____________________________________________________________________________

(3) _____________________________________________________________________________

(4) _____________________________________________________________________________

(5) _____________________________________________________________________________

(6) _____________________________________________________________________________

(7) _____________________________________________________________________________

(8) _____________________________________________________________________________

(9) _____________________________________________________________________________

(10) ____________________________________________________________________________

(11) ____________________________________________________________________________

INSTRUCTION TO QUESTION 8: 	Avoid	g eneral ized statem ents and incl ude onl y those f actors that are unique

to the issuer. Discussion shoul d be tail ored to the issuer’s business and the offering 	and shoul d not repeat the

f actors addressed in the l eg ends set f orth above. No specific num ber of 	risk 	f actors is required to be identified.

Add additional 	l ines and num ber as appropriate.

THE OFFERING 

9. What is the purpose of 	this offering ?

10. How does the issuer intend to use the proceeds of 	this offering ?

If 	Targ et If 	Max im um 

Offering 	Am ount Am ount Sol d

	 	 	 	 	 	 	 	 Sol d

Total 	Proceeds $ $

Less: 	Offering 	Ex penses

(A)

(B) 

(C)

Net Proceeds $ $

Use of 	Net Proceeds

(A)

(B) 

(C)

Total 	Use of 	Net Proceeds $ $

INSTRUCTION TO QUESTION 10: 	An issuer m ust provide a reasonabl y detail ed description of 	any intended

use of 	proceeds, such that investors are provided with an adequate am ount of 	inf orm ation to understand how the

offering 	proceeds wil l 	be used. If 	an issuer has identified a rang e of 	possibl e uses, the issuer shoul d identif y and

describe each probabl e use and the f actors the issuer m ay consider in al l ocating 	proceeds am ong 	the potential 	

uses. If 	the issuer wil l 	accept proceeds in ex cess of 	the targ et offering 	am ount, the issuer m ust describe the purpose, m ethod f or al l ocating 	oversubscriptions, and intended use of 	the ex cess proceeds with sim il ar specificity.

9
							 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 		 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	

		

	 	 	 	 	 	 	 	 	 	 		

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

11. (a) Did the issuer m ak e use of 	any written com m unication or broadcast script f or testing 	the waters

either (i) under the authorization of 	Rul e 241 within 30 days of 	the initial 	fil ing 	of 	the offering 	statem ent, or (ii)

under the authorization of 	Rul e 206? If 	so, provide copies of 	the m aterial s used.

(b) How wil l 	the issuer com pl ete the transaction and del iver securities to the investors?

12. How can an investor cancel 	an investm ent com m itm ent?

NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline

identified in these offering materials.

The intermediary will notify investors when the target offering amount has been met.

If the issuer reaches the target offering amount prior to the deadline identified in the

offering materials, it may close the offering early if it provides notice about the new

offering deadline at least five business days prior to such new offering deadline (absent a

material change that would require an extension of the offering and reconfirmation of the

investment commitment).

If an investor does not cancel an investment commitment before the 48-hour period prior to

the offering deadline, the funds will be released to the issuer upon closing of the offering

and the investor will receive securities in exchange for his or her investment.

If an investor does not reconfirm his or her investment commitment after a material change

is made to the offering, the investor’s investment commitment will be cancelled and the

committed funds will be returned.

OWNERSHIP AND CAPITAL STRUCTURE 

The Offering

13. Describe the term s of 	the securities being 	offered.

14. Do the securities offered have voting 	rig hts? 􀆑 Yes 􀆑 No

15. Are there any l im itations on any voting 	or other rig hts identified above? 􀆑 Yes 􀆑 No

Ex pl ain: _________________________________________________________________________

16. How m ay the term s of 	the securities being 	offered be m odified?

Restrictions on Transfer of the Securities Being Offered

The securities being 	offered m ay not be transf erred by any purchaser of 	such securities during 	the one year

period beg inning 	when the securities were issued, unl ess such securities are transf erred: 

(1) to the issuer;

(2) to an accredited investor;

(3) as part of 	an offering 	reg istered with the U.S. Securities and Ex chang e Com m ission; or

(4) to a m em ber of 	the f am il y of 	the purchaser or the equival ent, to a trust control l ed by the

purchaser, to a trust created f or the benefit of 	a m em ber of 	the f am il y of 	the purchaser or

the equival ent, or in connection with the death or divorce of 	the purchaser or other

sim il ar circum stance.

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NOTE: The term “accredited investor” means any person who comes within any of

the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably

believes comes within any of such categories, at the time of the sale of the securities

to that person.

The term “member of the family of the purchaser or the equivalent” includes a

child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal

equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,

brother-in-law, or sister-in-law of the purchaser, and includes adoptive

relationships. The term “spousal equivalent” means a cohabitant occupying a

relationship generally equivalent to that of a spouse.

Description of Issuer’s Securities

17. What other securities or cl asses of 	securities of 	the issuer are outstanding ? Describe the m aterial 

term s of 	any other outstanding 	securities or cl asses of 	securities of 	the issuer.

Securities Securities

(or Am ount) (or Am ount)

Cl ass of 	Security Authorized Outstanding 	 Voting 	Rig hts Other Rig hts

-----------------------	 ---------------	 ---------------	 ------------------	 ---------------------

Pref erred Stock 	(l ist

each cl ass in order of 

pref erence): 

___________________	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

___________________	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

Com m on Stock : 	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

Debt Securities: 	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

Other: 

___________________	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

___________________	 􀆑 Yes 􀆑 No 􀆑 	Yes 􀆑 No

Specif y: 	________

Securities 

Reserved for 

Issuance 

upon

Exercise or 

Class of Security Conversion 

-----------------------	 -------------------------

Warrants: 

Options: 11
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	

	 	 	

	 	 	 	 	 	

	 	 	

	 	 		 	 	 							 	

	 	 	 	 		 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	

	 	 		 	 		 		 	 		 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

__________________

__________________

Other Rig hts: 

18. How m ay the rig hts of 	the securities being 	offered be m aterial l y l im ited, dil uted or qual ified by the rig hts of 	

any other cl ass of 	security identified above?

19. Are there any differences not reflected above between the securities being 	offered and each other

cl ass of 	security of 	the issuer? 􀆑 Yes 􀆑 No

Ex pl ain: 	__________________________________________________________________________

20. How coul d the ex ercise of 	rig hts hel d by the principal 	sharehol ders identified in Question 6 above affect the

purchasers of 	the securities being 	offered?

21. How are the securities being 	offered being 	val ued? Incl ude ex am pl es of 	m ethods f or how such securities

m ay be val ued by the issuer in the f uture, incl uding 	during 	subsequent corporate actions.

22. What are the risk s to purchasers of 	the securities rel ating 	to m inority ownership in the issuer?

23. What are the risk s to purchasers associated with corporate actions incl uding : 

• additional 	issuances of 	securities,

• issuer repurchases of 	securities,

• a sal e of 	the issuer or of 	assets of 	the issuer or

• transactions with rel ated parties?

24. Describe the m aterial 	term s of 	any indebtedness of 	the issuer: 

Am ount

Creditor(s)	 Outstanding 	 Interest Rate Maturity Date	 Other Material 	Term s

--------------------	 ----------------	 ----------------	 -------------------	 ---------------------------

$ _________ __________%

$ _________ __________%

$ _________ __________%

25. What other ex em pt offering s has the issuer conducted within the past three years?

Date of 	 Ex em ption

Offering 	 Rel ied Upon Securities Offered Am ount Sol d Use of 	Proceeds

------------	 ----------------	 ----------------------	 ------------------	 ---------------------

$ _________

$ _________

$ _________

26. Was or is the issuer or any entities control l ed by or under com m on control 	with the issuer a party

to any transaction since the beg inning 	of 	the issuer’s l ast fiscal 	year, or any currentl y proposed transaction,

where the am ount invol ved ex ceeds five percent of 	the ag g reg ate am ount of 	capital 	raised by the issuer in rel iance on Section 4(a)(6) of 	the Securities Act during 	the preceding 	12-m onth period, incl uding 	the am ount the

issuer seek s to raise in the current offering , in which any of 	the f ol l owing 	persons had or is to have a direct or

indirect m aterial 	interest: 

12
	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 		 	 		 	

	 		 					 		 	 			 	 		 	 		

	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	

	 	 	 	 	 	

	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

(1) any director or officer of 	the issuer;

(2) any person who is, as of 	the m ost recent practicabl e date, the beneficial 	owner of 	20 percent or m ore

of 	the issuer’s outstanding 	voting 	equity securities, cal cul ated on the basis of 	voting 	power;

(3) if 	the issuer was incorporated or org anized within the past three years, any prom oter of 	the issuer; or

(4) any im m ediate f am il y m em ber of 	any of 	the f oreg oing 	persons.

If 	yes, f or each such transaction, discl ose the f ol l owing : 

Rel ationship to Nature of 	Interest Am ount of 

Specified Person Issuer in Transaction Interest

---------------------	 -------------------	 ---------------------	 -------------------	

$ _________

$ _________

$ _________

INSTRUCTIONS TO QUESTION 26: 

The term 	transaction incl udes, but is not l im ited to, any financial 	transaction, arrang em ent or rel ationship (incl uding 	any indebtedness or	g uarantee of 	indebtedness) or any series of 	sim il ar transactions, arrang em ents or

rel ationships.

Beneficial 	ownership f or purposes of 	parag raph (2) shal l 	be determ ined as of 	a date that is no m ore than 120

days prior to the date of 	fil ing 	of 	this offering 	statem ent and using 	the sam e cal cul ation described in Question 6

of 	this Question and Answer f orm at.

The term 	“m em ber of 	the f am il y” incl udes any chil d, stepchil d,	g randchil d, parent, stepparent,	g randparent,

spouse or spousal 	equival ent, sibl ing , m other-in-l aw, f ather-in-l aw, son-in-l aw, daug hter-in-l aw, brother-in-l aw,

or sister-in-l aw of 	the person, and incl udes adoptive rel ationships. The term 	“spousal 	equival ent” m eans a cohabitant occupying 	a rel ationship	g eneral l y equival ent to that of 	a spouse.

Com pute the am ount of 	a rel ated party’s interest in any transaction without reg ard to the am ount of 	the profit

or l oss invol ved in the transaction. Where it is not practicabl e to state the approx im ate am ount of 	the interest,

discl ose the approx im ate am ount invol ved in the transaction.

FINANCIAL CONDITION OF THE ISSUER 

27. Does the issuer have an operating 	history? 􀆑 Yes 􀆑 No

28. Describe the financial 	condition of 	the issuer, incl uding , to the ex tent m aterial , l iquidity, capital 	resources

and historical 	resul ts of 	operations.

INSTRUCTIONS TO QUESTION 28: 

The discussion m ust cover each year f or which financial 	statem ents are provided. Incl ude a discussion of 	any

k nown m aterial 	chang es or trends in the financial 	condition and resul ts of 	operations of 	the issuer during 	any

tim e period subsequent to the period f or which financial 	statem ents are provided.

For issuers with no prior operating 	history, the discussion shoul d f ocus on financial 	m il estones and operational ,

l iquidity and other chal l eng es.

For issuers with an operating 	history, the discussion shoul d f ocus on whether historical 	resul ts and cash flows

13
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

								 		 	 	 	 		 	 	

	 	 	 	 							 	 	 	 	 				

	 	 	 	

	 	 		 	 												

	 	 	 	 	 	 	 		 											 	 	 	 	

	 	 	 	 	 	 	 	 	 			 											 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 																			 	 	

	 	 	 	 	 	 	 		 											 	 	 	 	 	

	 	 	 	 	 	 	 	 	 											 	 	 	 	 	 	

	 	 	 	 	 	 		 	 											 	 	 	 	

	 	 	 	 	 	 	 	 		 	 	 	

	 	 	 	 	 	 			 	 	 											 	 	 	 	

	 	 	 	 	 	 	 	 	 											 	 	 	 	 	 	

	 	 											 	 	 	 	

	 	 	 	 	 	 	 	 		 											 	 	 	

	 	 	 	 	 	 	 	 			 											 	 	

	 	 	 	 	 	 		 											

	 	 	 	 	

	 	 	

	 	 			 	 	 		

	 	 		 	 	 	 	 	 		 	 	 	 	 	 	

	 		 	 	 	 			 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

are representative of 	what investors shoul d ex pect in the f uture.

Tak e into account the proceeds of 	the offering 	and any other	k nown or pending 	sources of 	capital . Discuss how

the proceeds f rom 	the offering 	wil l 	affect l iquidity, whether receiving 	these f unds and any other additional 	f unds

is necessary to the viabil ity of 	the business, and how quick l y the issuer anticipates using 	its avail abl e cash. Describe the other avail abl e sources of 	capital 	to the business, such as l ines of 	credit or required contributions by

sharehol ders.

Ref erences to the issuer in this Question 28 and these instructions ref er to the issuer and its predecessors, if 	any.

FINANCIAL INFORMATION 

29. Incl ude the financial 	inf orm ation specified bel ow covering 	the two m ost recentl y com pl eted

fiscal 	years or the period(s) since inception, if 	shorter: 

Financial 	Inf orm ation Financial 	Statem ent

Required: 	 Requirem ents: 

----------------------------	 -------------------------

Ag g reg ate Offering 

Am ount

(defined bel ow): 	

-------------------------	

(a) $124,000 or l ess: 􀆑 The f ol l owing inf orm ation Financial statem ents m ust be certified

or their equival ent l ine by the principal 	ex ecutive officer of 

item s as reported on the the issuer as set f orth bel ow.

f ederal 	incom e tax 	return

fil ed by the issuer f or the If 	financial 	statem ents are avail abl e

m ost recentl y com pl eted that have either been reviewed or

year (if 	any): 	 audited by a publ ic accountant that is

o Total 	incom e independent of 	the issuer, the issuer

o Tax abl e incom e; and m ust provide those financial 

o Total 	tax ; statem ents instead al ong 	with a sig ned

certified by the principal audit or review report and need not

ex ecutive officer of 	the incl ude the inf orm ation reported on

issuer to reflect accuratel y the f ederal 	incom e tax 	returns or the

the inf orm ation reported on certification of 	the principal 	ex ecutive

the issuer’s f ederal 	incom e officer.

tax 	returns; and

􀆑 Financial statem ents of the

issuer and its predecessors,

if 	any.

􀆑 Financial statem ents of the Financial statem ents m ust be

issuer and its predecessors, reviewed by a publ ic accountant that

if 	any. is independent of 	the issuer and m ust

(b) More than

$124,000, but not

m ore than

$618,000: incl ude a sig ned review report.	

If 	financial 	statem ents of 	the issuer

14
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 		 	

	 	 	 	 	 	 	 	 	 												 	 	 	 	 	 	

	 	 	

	 	 			 	 	 		 	 	

	 	 	 	 	 	 	 		 	 	 	 	 	

	 	 	 	 	 			 	 	 	

	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

	 	 	 		 	

	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	

 

 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	

	 	 	

	 	 	 	 	

	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

are avail abl e that have been audited

by a publ ic accountant that is

independent of 	the issuer, the issuer

m ust provide those financial 

statem ents instead al ong 	with a

sig ned audit report and need not

incl ude the reviewed financial 	

statem ents.

(c) More than

$618,000: 

􀆑 Financial statem ents of the

issuer and its predecessors,

if 	any.

If the issuer has previousl y sol d

securities in rel iance on Reg ul ation

Crowdf unding : 

Financial 	statem ents m ust be

audited by a publ ic accoun	

tant that is independent of 	the

issuer and m ust incl ude a

sig ned audit report.

If 	the issuer has not previousl y sol d

securities in rel iance on Reg ul ation

Crowdf unding 	and it is of f ering 	m ore

than $618,000 but not m ore than

$1,235,000: 

Financial 	statem ents m ust be

reviewed bya publ ic accountant

that is independent of 	the issuer

and m ust incl ude a sig ned review

report.

If 	financial 	statem ents of 	the issuer

are avail abl e that have been

audited by a publ ic accountant that

is independent of 	the issuer, the

issuer m ust provide those financial 

statem ents instead al ong 	with a

sig ned audit report and need not

incl ude the reviewed financial 

statem ents.

INSTRUCTIONS TO QUESTION 29: 	To determ ine the financial 	statem ents required, the Ag g reg ate

Offering 	Am ount f or purposes of 	this Question 29 m eans the ag g reg ate am ounts offered and sol d by the

issuer, al l 	entities control l ed by or under com m on control 	with the issuer, and al l 	predecessors of 	the

issuer in rel iance on Section 4(a)(6) of 	the Securities Act within the preceding 	12-m onth period pl us the

15
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	

	 		 	 	 	 	 	 	 	 	 	 	

	 	

	 		 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	

	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	

current m ax im um 	offering 	am ount provided on the cover of 	this Form .

To determ ine whether the issuer has previousl y sol d securities in rel iance on Reg ul ation Crowdf unding 

f or purposes of 	parag raph (c) of 	this Question 29, “issuer” m eans the issuer, al l 	entities control l ed by or

under com m on control 	with the issuer, and al l 	predecessors of 	the issuer.

Financial 	statem ents m ust be prepared in accordance with U.S.	g eneral l y accepted accounting 	principl es

and m ust incl ude bal ance sheets, statem ents of 	com prehensive incom e, statem ents of 	cash flows,

statem ents of 	chang es in stock hol ders’ equity and notes to the financial 	statem ents. If 	the financial 

statem ents are not audited, they shal l 	be l abel ed as “unaudited.”

Issuers offering 	securities and required to provide the inf orm ation set f orth in row (a) bef ore fil ing 	a tax 

return f or the m ost recentl y com pl eted fiscal 	year m ay provide inf orm ation f rom 	the tax 	return fil ed f or

the prior year (if 	any), provided that the issuer provides inf orm ation f rom 	the tax 	return f or the m ost

recentl y com pl eted fiscal 	year when it is fil ed, if 	fil ed during 	the offering 	period. An issuer that

requested an ex tension of 	the tim e to fil e woul d not be required to provide inf orm ation f rom 	the tax 

return until 	the date when the return is fil ed, if 	fil ed during 	the offering 	period.

A principal 	ex ecutive officer certif ying 	financial 	statem ents as described above m ust provide the

f ol l owing 	certification**: 

I, [identif y the certif ying 	individual ], certif y that: 

(1) the financial 	statem ents of 	[identif y the issuer] incl uded in this Form 	are true and

com pl ete in al l 	m aterial 	respects; and

(2) the tax 	return inf orm ation of 	[identif y the issuer] incl uded in this Form 	reflects

accuratel y the inf orm ation reported on the tax 	return f or [identif y the issuer] fil ed f or the fiscal 

year ended [date of 	m ost recent tax 	return].

[Sig nature]

[Titl e]

** Intentional 	m isstatem ents or om issions of 	f acts constitute f ederal 	crim inal 	viol ations. See 18 U.S.C.

1001.

To qual if y as a publ ic accountant that is independent of 	the issuer f or purposes of 	this Question 29, the

accountant m ust satisf y the independence standards of 	either: 

(i) Rul e 2-01 of 	Reg ul ation S-X or

(ii) the AICPA.

The publ ic accountant that audits or reviews the financial 	statem ents provided by an issuer m ust be (1)

dul y reg istered and in	g ood standing 	as a certified publ ic accountant under the l aws of 	the pl ace of 	his or

her residence or principal 	office or (2) in	g ood standing 	and entitl ed to practice as a publ ic accountant

under the l aws of 	his or her pl ace of 	residence or principal 	office.

An issuer wil l 	not be in com pl iance with the requirem ent to provide reviewed financial 	statem ent if 	the

issuer received a review report that incl udes m odifications. An issuer wil l 	not be in com pl iance with the

requirem ent to provide audited financial 	statem ents if 	the issuer received a qual ified opinion, an adverse

opinion, or a discl aim er of 	opinion.

16
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	

	 	 	 	 	 	 	 	 	 	 	 	 	 			

	 	 	 	 	 	 	 	 	 	 	 		

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

The issuer m ust notif y the publ ic accountant of 	the issuer’s intended use of 	the publ ic accountant’s audit

or review report in the offering .

For an offering 	conducted in the first 120 days of 	a fiscal 	year, the financial 	statem ents provided m ay be

f or the two fiscal 	years prior to the issuer’s m ost recentl y com pl eted fiscal 	year; however, financial 

statem ents f or the two m ost recentl y com pl eted fiscal 	years m ust be provided if 	they are otherwise

avail abl e. If 	m ore than 120 days have passed since the end of 	the issuer’s m ost recentl y com pl eted fiscal 

year, the financial 	statem ents provided m ust be f or the issuer’s two m ost recentl y com pl eted fiscal 	years.

If 	the 120th day f al l s on a Saturday, Sunday, or hol iday, the nex t business day shal l 	be considered the

120th day f or purposes of 	determ ining 	the ag e of 	the financial 	statem ents.

An issuer m ay el ect to del ay com pl ying 	with any new or revised financial 	accounting 	standard until 	the

date that a com pany that is not an issuer (as defined under section 2(a) of 	the Sarbanes-Ox l ey Act of 

2002 is required to com pl y with such new or revised accounting 	standard, if 	such standard al so appl ies to

com panies that are not issuers. Issuers el ecting 	such ex tension of 	tim e accom m odation m ust discl ose it

at the tim e the issuer fil es its offering 	statem ent and appl y the el ection to al l 	standards. Issuers el ecting 

not to use this accom m odation m ust f org o this accom m odation f or al l 	financial 	accounting 	standards and

m ay not el ect to rel y on this accom m odation in any f uture fil ing s.

30. With respect to the issuer, any predecessor of 	the issuer, any affil iated issuer, any director,

officer,	g eneral 	partner or m anag ing 	m em ber of 	the issuer, any beneficial 	owner of 	20 percent or

m ore of 	the issuer’s outstanding 	voting 	equity securities, cal cul ated in the sam e f orm 	as

described in Question 6 of 	this Question and Answer f orm at, any prom oter connected with the

issuer in any capacity at the tim e of 	such sal e, any person that has been or wil l 	be paid (directl y

or indirectl y) rem uneration f or sol icitation of 	purchasers in connection with such sal e of 

securities, or any	g eneral 	partner, director, officer or m anag ing 	m em ber of 	any such sol icitor,

prior to May 16, 2016: 

(1) Has any such person been convicted, within 10 years (or five years, in the case of 	issuers, their pre

decessors and affil iated issuers) bef ore the fil ing 	of 	this offering 	statem ent, of 	any f el ony or m is

dem eanor: 

(i) in connection with the purchase or sal e of 	any security? 􀆑 Yes 􀆑 No

(ii) invol ving 	the m ak ing 	of 	any f al se fil ing 	with the Com m ission?

􀆑 Yes 􀆑 No

(iii) arising 	out of 	the conduct of 	the business of 	an underwriter, brok er, deal er, m unicipal 

securities eal er, investm ent adviser, f unding 	portal 	or paid sol icitor of 	purchasers of 	securities?

􀆑 Yes 􀆑 No

If 	Yes to any of 	the above, ex pl ain: 	__________________________________

(2) Is any such person subject to any order, judg m ent or decree of 	any court of 	com petent jurisdiction,

entered within five years bef ore the fil ing 	of 	the inf orm ation required by Section 4A(b) of 	the Securities

Act that, at the tim e of 	fil ing 	of 	this offering 	statem ent, restrains or enjoins such person f rom 	eng ag ing 	or

continuing 	to eng ag e in any conduct or practice: 

(i) in connection with the purchase or sal e of 	any security? 􀆑 Yes 􀆑 No;

(ii) invol ving 	the m ak ing 	of 	any f al se fil ing 	with the Com m ission?

􀆑 Yes 􀆑 No

(iii) arising 	out of 	the conduct of 	the business of 	an underwriter, brok er, deal er,

m unicipal 	securities deal er, investm ent adviser, f unding 	portal 	or paid sol icitor

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of 	purchasers of 	securities? 􀆑 Yes 􀆑 No

If 	Yes to any of 	the above, ex pl ain: 	__________________________________

(3) Is any such person subject to a final 	order of 	a state securities com m ission (or an ag ency

or officer of 	a state perf orm ing 	l ik e f unctions); a state authority that supervises or

ex am ines bank s, saving s associations or credit unions; a state insurance com m ission (or

an ag ency or officer of 	a state perf orm ing 	l ik e f unctions); an appropriate f ederal 	bank ing 

ag ency; the U.S. Com m odity Futures Trading 	Com m ission; or the National 	Credit Union

Adm inistration that: 

(i) at the tim e of 	the fil ing 	of 	this offering 	statem ent bars the person f rom : 

(A) association with an entity reg ul ated by such com m ission, authority,

ag ency or officer? 􀆑 Yes 􀆑 No

(B) eng ag ing 	in the business of 	securities, insurance or bank ing ?

􀆑 Yes 􀆑 No

(C) eng ag ing 	in saving s association or credit union activities?

􀆑 Yes 􀆑 No

(ii) constitutes a final 	order based on a viol ation of 	any l aw or reg ul ation that

prohibits f raudul ent, m anipul ative or deceptive conduct and f or which the order

was entered within the 10-year period ending 	on the date of 	the fil ing 	of 	this

offering 	statem ent? 􀆑 Yes 􀆑 No

If 	Yes to any of 	the above, ex pl ain: 	_______________________________________

(4) Is any such person subject to an order of 	the Com m ission entered pursuant to Section

15(b) or 15B(c) of 	the Ex chang e Act or Section 203(e) or (f ) of 	the Investm ent Advisers

Act of 	1940 that, at the tim e of 	the fil ing 	of 	this offering 	statem ent: 

(i) suspends or revok es such person’s reg istration as a brok er, deal er, m unicipal 

securities deal er, investm ent adviser or f unding 	portal ? 􀆑 Yes 􀆑 No

(ii) pl aces l im itations on the activities, f unctions or operations of 	such person?

􀆑 Yes 􀆑 No

(iii) bars such person f rom 	being 	associated with any entity or f rom 	participating 	in

the offering 	of 	any penny stock ? 􀆑 Yes 􀆑 No

If 	Yes to any of 	the above, ex pl ain: 	______________________________________

(5) Is any such person subject to any order of 	the Com m ission entered within five years

bef ore the fil ing 	of 	this offering 	statem ent that, at the tim e of 	the fil ing 	of 	this offering 

statem ent, orders the person to cease and desist f rom 	com m itting 	or causing 	a viol ation

or f uture viol ation of : 

(i) any scienter-based anti-f raud provision of 	the f ederal 	securities l aws, incl uding 

without l im itation Section 17(a)(1) of 	the Securities Act, Section 10(b) of 	the

Ex chang e Act, Section 15(c)(1) of 	the Ex chang e Act and Section 206(1) of 	the

Investm ent Advisers Act of 	1940 or any other rul e or reg ul ation thereunder?

􀆑 Yes 􀆑 No

(ii) Section 5 of 	the Securities Act? 􀆑 Yes 􀆑 No

If 	Yes to either of 	the above, ex pl ain: 	_____________________________________

18
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

		 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	

(6) Is any such person suspended or ex pel l ed f rom 	m em bership in, or suspended or barred

f rom 	association with a m em ber of , a reg istered national 	securities ex chang e or a

reg istered national 	or affil iated securities association f or any act or om ission to act

constituting 	conduct inconsistent with just and equitabl e principl es of 	trade?

􀆑 Yes 􀆑 No

If 	Yes, ex pl ain: 	_________________________________________________

(7) Has any such person fil ed (as a reg istrant or issuer), or was any such person or was any

such person nam ed as an underwriter in, any reg istration statem ent or Reg ul ation A

offering 	statem ent fil ed with the Com m ission that, within five years bef ore the fil ing 	of 

this offering 	statem ent, was the subject of 	a ref usal 	order, stop order, or order

suspending 	the Reg ul ation A ex em ption, or is any such person, at the tim e of 	such fil ing ,

the subject of 	an investig ation or proceeding 	to determ ine whether a stop order or

suspension order shoul d be issued?

􀆑 Yes 􀆑 No

If 	Yes, ex pl ain: 	___________________________________________

(8) Is any such person subject to a United States Postal 	Service f al se representation order

entered within five years bef ore the fil ing 	of 	the inf orm ation required by Section 4A(b)

of 	the Securities Act, or is any such person, at the tim e of 	fil ing 	of 	this offering 

statem ent, subject to a tem porary restraining 	order or prel im inary injunction with respect

to conduct al l eg ed by the United States Postal 	Service to constitute a schem e or device

f or obtaining 	m oney or property throug h the m ail 	by m eans of 	f al se representations?

􀆑 Yes 􀆑 No

If 	Yes, ex pl ain: 	____________________________________________

If you would have answered “Yes” to any of these questions had the conviction, order, judgment,

decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT

eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

INSTRUCTIONS TO QUESTION 30: 	Final 	order m eans a written directive or decl aratory statem ent

issued by a f ederal 	or state ag ency, described in Rul e 503(a)(3) of 	Reg ul ation Crowdf unding , under

appl icabl e statutory authority that provides f or notice and an opportunity f or hearing , which constitutes a

final 	disposition or action by that f ederal 	or state ag ency.

No m atters are required to be discl osed with respect to events rel ating 	to any affil iated issuer that

occurred bef ore the affil iation arose if 	the affil iated entity is not (i) in control 	of 	the issuer or (ii) under

com m on control 	with the issuer by a third party that was in control 	of 	the affil iated entity at the tim e of 

such events.

OTHER MATERIAL INFORMATION 

31. In addition to the inf orm ation ex pressl y required to be incl uded in this Form , incl ude: 

(1) any other m aterial 	inf orm ation presented to investors; and

(2) such f urther m aterial 	inf orm ation, if 	any, as m ay be necessary to m ak e the required

statem ents, in the l ig ht of 	the circum stances under which they are m ade, not

m isl eading .

INSTRUCTIONS TO QUESTION 31: 	If 	inf orm ation is presented to investors in a f orm at, m edia or

other m eans not abl e to be reflected in tex t or portabl e docum ent f orm at, the issuer shoul d incl ude

19
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	

	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 												 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	

	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	

	 		 	 	 	 	 	 	 	 	 	

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(a) a description of 	the m aterial 	content of 	such inf orm ation;

(b) a description of 	the f orm at in which such discl osure is presented; and

(c) in the case of 	discl osure in video, audio or other dynam ic m edia or f orm at, a transcript or

description of 	such discl osure.

ONGOING REPORTING 

The issuer wil l 	fil e a report el ectronical l y with the Securities & Ex chang e Com m ission annual l y and post the

report on its website, no l ater than: 

(120 days af ter the end of 	each fiscal 	year covered by the report).

Once posted, the annual 	report m ay be f ound on the issuer’s website at: 

The issuer m ust continue to com pl y with the ong oing 	reporting 	requirem ents until : 

(1) the issuer is required to fil e reports under Section 13(a) or Section 15(d) of 	the Ex chang e Act;

(2) The issuer has fil ed, since its m ost recent sal e of 	securities pursuant to this part, at l east one

annual 	report pursuant to this section and has f ewer than 300 hol ders of 	record;

(3) The issuer has fil ed, since its m ost recent sal e of 	securities pursuant to this part, the annual 

reports required pursuant to this section f or at l east the three m ost recent years and has total 

assets that do not ex ceed $10,000,000;

(4) the issuer or another party repurchases al l 	of 	the securities issued in rel iance on Section 4(a)(6)

of 	the Securities Act, incl uding 	any paym ent in f ul l 	of 	debt securities or any com pl ete redem p-	

tion of 	redeem abl e securities; or

(5) the issuer l iquidates or dissol ves its business in accordance with state l aw.

20