Form SEC 2915 SEC 2915 Form 1-U

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

Date of Report (Date of earliest event reported) __________________________________
________________________________________________________________
(Exact name of issuer as specified in its charter)
______________________________________________
State or other jurisdiction of incorporation or organization

____________________
(I.R.S. Employer
Identification No.)

_______________________________________________________________________
(Full mailing address of principal executive offices)

_______________________________________________________________________
(Issuer’s telephone number, including area code)

Title of each class of securities issued pursuant to Regulation A: __________________________
_________________________________________________________
GENERAL INSTRUCTIONS
A. Rules as to Use of Form 1-U.
(1) This Form shall be used for current reports pursuant to Rule 257(b)(4) of Regulation A (§§ 230.251230.263).
(2) A report on this Form is required to be filed, as applicable, upon the occurrence of any one or more of the
events specified in Items 1 – 9 of this Form. Unless otherwise specified, a report is to be filed within four business days after occurrence of the event. If the event occurs on a Saturday, Sunday, or holiday on which the
Commission is not open for business, then the four business day period shall begin to run on, and include, the
first business day thereafter.
(3) If the issuer previously has provided substantially the same information as required by this Form in a report
required by Rule 257(b) of Regulation A, the issuer need not make an additional report of the information on
this Form. To the extent that an item calls for disclosure of developments concerning a previously reported
event or transaction, any information required in the new report or amendment about the previously reported
event or transaction may be provided by incorporation by reference to the previously filed report, if a hyperlink
to such report as filed with the Commission is included.
(4) Copies of agreements, amendments or other documents or instruments are not required to be filed as exhibits
to the Form 1-U unless specifically required by the applicable item. This instruction does not affect the requireSEC2915 (6-15) 1 of 8

Persons who are to respond to the collection of information contained in this form are not
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ment to otherwise file such agreements, amendments or other documents or instruments, including as exhibits to
offering statements and periodic reports pursuant to the requirements of Regulation A.
B. Preparation of Report.
(1) Regulation A contains certain general requirements which are applicable to reports on any form, including
amendments to reports. These general requirements should be carefully read and observed in the preparation
and filing of reports on this Form.
(2) This Form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report. Nevertheless, the report shall contain the number and caption of each applicable item, but the text of such
item may be omitted. All items that are not required to be answered in a particular report may be omitted and
no reference thereto need be made in the report. All instructions should also be omitted.
(3) In addition to the information expressly required to be included in this Form, there shall be added such
further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
C. Signature and Filing of Report.
(1) The report must be filed with the 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).
(2) The report must be signed by an officer duly authorized to sign on behalf of the issuer. The report must be
signed using a typed signature. The signatory to the filing must also manually sign a signature page or other
document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing.
Such document must be executed before or at the time the filing is made and must be retained by the issuer for
a period of five years. Upon request, the issuer must furnish to the Commission or its staff a copy of any or all
documents retained pursuant to this paragraph.
D. Incorporation by Reference and Cross-Referencing.
(1) An issuer may incorporate by reference to other documents previously submitted or filed on EDGAR.
Cross-referencing within the report 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 another
item, instead of repeating such information. Descriptions of where the information incorporated by reference
or cross-referenced can be found must be specific 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 such descriptions of where information incorporated by reference can be found must be accompanied by a separate hyperlink to the incorporated document on
EDGAR. A hyperlink need not remain active after the filing of the report, except that amendments to the report
must update any hyperlinks referred to in the amendment that are inactive.
(2) 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. 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 confus2 of 8

ing. Incorporating information into any financial statements from elsewhere is not permitted.
(3) If any substantive modification has occurred in the text of any document incorporated by reference since
such document was filed, the issuer must file with the reference a statement containing the text and date of such
modification.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.

Fundamental Changes

(a) If the issuer has entered into or terminated a material definitive agreement that has resulted in or would
reasonably be expected to result in a fundamental change to the nature of its business or plan of operations, disclose the following information to the extent applicable:
(1) the date on which the agreement was entered into, amended, or terminated, the identity of the parties
to the agreement or amendment, and a brief description of any material relationship between the issuer or its affiliates and any of the parties (other than the relationship created by the material definitive agreement or amendment);
(2) a brief description of the material terms and conditions of the agreement;
(3) a brief description of the material circumstances surrounding the termination; and
(4) any material early termination penalties incurred by the issuer due to a termination.
(b) For purposes of this item, a material definitive agreement means an agreement that provides for obligations
that are material to and enforceable against the issuer, or rights that are material to the issuer and enforceable by
the issuer against one or more other parties to the agreement, in each case whether or not subject to conditions.
(c) File any material definitive agreement disclosed pursuant to this item as an exhibit to the report on this
Form.
Instructions to Item 1:
1. A material definitive agreement that is not made in the ordinary course of business is not necessarily required to be disclosed under this item if it does not result in, and would not reasonably be expected to result in,
a fundamental change to the nature of the issuer’s business or plan of operations.
2. Without limiting the generality of the foregoing and solely for the purposes of this Item 1, a material definitive agreement is deemed to result in a fundamental change if it involves any of the following:
a. An acquisition transaction for which the purchase price, as defined by U.S. GAAP or IFRS, exceeds
fifty-percent of the total consolidated assets of the issuer as of the end of the most recently completed fiscal year.
If the acquirer transferred assets to the acquiree than the carrying value of those assets should be excluded from
the purchase price;
b. A merger, consolidation, acquisition or similar transaction that requires approval by the issuer’s
securityholders; or

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c. 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 is substantially dependent.
3. An issuer must provide disclosure under this item if the issuer succeeds as a party to the agreement or
amendment to the agreement by assumption or assignment (other than in connection with a merger or acquisition or similar transaction that is otherwise reported pursuant to this item).
4. No disclosure under this item is required regarding the termination of a material definitive agreement if:
a. The agreement terminated on its stated termination date, or as a result of all parties completing their
obligations under such agreement.
b. Only negotiations or discussions regarding termination of a material definitive agreement are being
conducted and the agreement has not been terminated.
c. The issuer believes in good faith that the material definitive agreement has not been terminated, unless the issuer has received a notice of termination pursuant to the terms of agreement.
Item 2.

Bankruptcy or Receivership

(a) If a receiver, fiscal agent or similar officer has been appointed for an issuer or its parent, in a proceeding
under the U.S. Bankruptcy Code or in any other proceeding under state, federal, or Canadian laws, in which a
court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the
issuer or its parent, or if such jurisdiction has been assumed by leaving the existing directors and officers in
possession but subject to the supervision and orders of a court or governmental authority, disclose the following
information:
(1) the name or other identification of the proceeding;
(2) the identity of the court or governmental authority;
(3) the date that jurisdiction was assumed; and
(4) the identity of the receiver, fiscal agent or similar officer and the date of his or her appointment.
(b) If an order confirming a plan of reorganization, arrangement or liquidation has been entered by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or business of the
issuer or its parent, disclose the following:
(1) the identity of the court or governmental authority;
(2) the date that the order confirming the plan was entered by the court or governmental authority;
(3) a summary of the material features of the plan;
(4) the number of shares or other units of the issuer or its parent issued and outstanding, the number reserved for future issuance in respect of claims and interests filed and allowed under the plan, and the aggregate
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total of such numbers; and
(5) information as to the assets and liabilities of the issuer or its parent as of the date that the order confirming the plan was entered, or a date as close thereto as practicable.
Instruction to Item 2:
The information called for in paragraph (b)(5) of this item may be presented in the form in which it was furnished to the court or governmental authority.
Item 3.

Material Modification to Rights of Securityholders

(a) If the constituent instruments defining the rights of the holders of any class of securities of the issuer that
were issued pursuant to Regulation A have been materially modified, disclose the date of the modification, the
title of the class of securities involved and briefly describe the general effect of such modification upon the
rights of holders of such securities.
(b) If the rights or benefits evidenced by any class of securities issued pursuant to Regulation A have been materially limited or qualified by the issuance or modification of any other class of securities by the issuer, briefly
disclose the date of the issuance or modification, the general effect of the issuance or modification of such other
class of securities upon the rights or benefits of the holders of the securities issued pursuant to Regulation A.
Instruction to Item 3:
Working capital restrictions and other limitations upon the payment of dividends must be reported pursuant to
this item.
Item 4.

Changes in Issuer’s Certifying Accountant

(a) If an independent accountant who was previously engaged as the principal accountant to audit the issuer’s
financial statements, or an independent accountant upon whom the principal accountant expressed reliance in its
report regarding a significant subsidiary, resigns (or indicates that it declines to stand for re-appointment after
completion of the current audit) or is dismissed, disclose the information that would be required under Item
304(a)(1) of Regulation S-K (17 CFR 229.304(a)(1)), including compliance with Item 304(a)(3) of Regulation
S-K (17 CFR 229.304(a)(3)) if the issuer were a “registrant.”
(b) If a new independent accountant has been engaged as either the principal accountant to audit the issuer’s
financial statements or as an independent accountant on whom the principal accountant is expected to express
reliance in its report regarding a significant subsidiary, the issuer must disclose the information that would be
required by Item 304(a)(2) of Regulation S-K (17 CFR 229.304(a)(2)) if the issuer were a “registrant.”
Instructions to Item 4:
1. Information under this Item 4 is only required if the issuer’s most recent qualified offering statement on Form
1-A or report on Form 1-K, whichever is most recent, contains audited financial statements.
2. The resignation or dismissal of an independent accountant, or its refusal to stand for re-appointment, is a
reportable event separate from the engagement of a new independent accountant. On some occasions, two
reports on Form 1-U are required for a single change in accountants, the first on the resignation (or refusal to
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stand for re-appointment) or dismissal of the former accountant and the second when the new accountant is engaged. Information required in the second Form 1-U filing in such situations need not be provided to the extent
that it has been reported previously in the first Form 1-U filing.
Item 5.
Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
(a) If the issuer’s board of directors, a committee of the board of directors or the officer or officers of the issuer
authorized to take such action if board action is not required, concludes that any previously issued financial
statements, covering one or more years or interim periods for which the issuer is required to provide financial
statements under Regulation A, including Form 1-A, should no longer be relied upon because of an error in such
financial statements as addressed in FASB Accounting Standards Codification Topic 250 or IAS 8, as may be
modified, supplemented or succeeded, disclose the following information:
(1) the date of the conclusion regarding the non-reliance and an identification of the financial statements
and years or periods covered that should no longer be relied upon;
(2) a brief description of the facts underlying the conclusion to the extent known to the issuer at the time
of filing;
and
(3) a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the issuer’s independent accountant the matters disclosed
in the filing pursuant to this paragraph (a).
(b) If the issuer is advised by, or receives notice from, its independent accountant that disclosure should be
made or action should be taken to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements, disclose the following information:
(1) the date on which the issuer was so advised or notified;
(2) identification of the financial statements that should no longer be relied upon;
(3) a brief description of the information provided by the accountant; and
(4) a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the
filing pursuant to paragraph (b) of this item.
(c) If the issuer receives advisement or notice from its independent accountant requiring disclosure under paragraph (b) of this item, the issuer must:
(1) provide the independent accountant with a copy of the disclosures the issuer is making in response to
this item and the independent accountant shall receive a copy no later than the day that the disclosures are filed
with the Commission;
(2) request the independent accountant to furnish to the issuer as promptly as possible a letter addressed
to the Commission stating whether the independent accountant agrees with the statements made by the issuer in
response to this item and, if not, stating the respects in which it does not agree; and
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(3) amend the issuer’s previously filed Form 1-U by filing the independent accountant’s letter as an exhibit to the filed Form 1-U no later than two business days after the issuer’s receipt of the letter.
Item 6.

Changes in Control of Issuer

(a) If, to the knowledge of the issuer’s board of directors, a committee of the board of directors, governing body
similar to a board of directors, or authorized officer or officers of the issuer, a change in control of the issuer has
occurred, furnish the following information:
(1) the identity of the persons who acquired such control;
(2) the date and a description of the transactions which resulted in the change in control;
(3) the basis of the control, including the percentage of voting securities of the issuer now beneficially
owned directly or indirectly by the persons who acquired control;
(4) the amount of the consideration used by such persons;
(5) the sources of funds used by the persons, unless all or any part of the consideration used is a loan
made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Securities Exchange Act
of 1934.
(6) the identity of the persons from whom control was assumed; and
(7) any arrangements or understandings among members of both the former and new control groups and
their associates with respect to election of directors or other matters.
(b) Describe any arrangements, known to the issuer, including any pledge by any person of securities of the
issuer or any of its parents, the operation of which may at a subsequent date result in a change in control of the
issuer. It is not necessary to describe ordinary default provisions contained in the charter, trust indentures, or
other governing instruments relating to securities of the issuer in response to this paragraph.
Item 7.

Departure of Certain Officers

If the issuer’s principal executive officer, principal financial officer, principal accounting officer, or any person
performing similar functions, retires, resigns or is terminated from that position, disclose the fact that the event
has occurred and the date of the event.
Instruction to Item 7:
The disclosure requirements of this item do not apply to an issuer that is a wholly-owned subsidiary of an issuer
with a class of securities registered under Section 12 of the Exchange Act (15 U.S.C. 78l), or that is required to
file reports under Section 15(d) of the Exchange Act (15 U.S.C. 78o(d)) or under Regulation A.
Item 8.

Certain Unregistered Sales of Equity Securities

(a) If the issuer sells equity securities in a transaction that is not registered under the Securities Act or qualified
under Regulation A, furnish the information set forth in Item 6 of Part I of Form 1-A. For purposes of determin7 of 8

ing the required filing date for the Form 1-U under this item, the issuer has no obligation to disclose information
under this item until the issuer enters into an agreement enforceable against the issuer, whether or not subject to
conditions, under which the equity securities are to be sold. If there is no such agreement, the issuer must provide the disclosure within four business days after the occurrence of the closing or settlement of the transaction
or arrangement under which the equity securities are to be sold.
(b) No report need be filed if the equity securities sold, in the aggregate since its last report filed under this item
or its last periodic report containing such disclosure, whichever is more recent, constitute less than 10% of the
number of shares outstanding of the class of equity securities sold.
Instructions to Item 8:
1. For purposes of this item, “the number of shares outstanding” refers to the actual number of shares of equity
securities of the class outstanding and does not include outstanding securities convertible into or exchangeable
for such equity securities.
2. It is not necessary to follow the format of Item 6 of Part I of Form 1-A when providing the information required by this item.
Item 9.

Other Events

The issuer may, at its option, disclose under this item any events or information, the disclosure of which is not
otherwise called for by this Form, that the issuer deems of importance to securityholders.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Exact name of issuer as specified in its charter)_______________________________________________

By (Signature and Title)__________________________________________________________________

Date ____________________________

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