Form SEC - 486 SEC - 486 Form 1-A - Regulation A Offering Statement

Regulation A (Form 1-A): Small Issuer exemption from registration under the Securities Act and its attendant form.

form1-a.05-31-2024

Form 1-A

OMB: 3235-0286

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL
OMB Number:
3235-0286
Expires:
	 2024
	
May 31,
Estimated average burden
hours per response . .......
730.92

GENERAL INSTRUCTIONS
I.

Eligibility Requirements for Use of Form 1-A.

	
This	Form	is	to	be	used	for	securities	offerings	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	offering	price	and	aggregate	sales	of	securities	in	any	12-month	period	is	strictly	limited	to	$20	
million	for	Tier	1	offerings	and	$75	million	for	Tier	2	offerings,	including	no	more	than	$6	million	offered	by	all	
selling	securityholders	that	are	affiliates	of	the	issuer	for	Tier	1	offerings	and	$22.5	million	by	all	selling	securityholders	that	are	affiliates	of	the	issuer	for	Tier	2	offerings.		Please	refer	to	Rule	251	of	Regulation	A	for	more	
details.	
II.

Preparation,	Submission	and	Filing	of	the	Offering	Statement.

An	offering	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	offering	circular,	provides	alternative	formats,	of	which	the	issuer	must	choose	one.		General	information	regarding	the	preparation,	format,	content,	and	submission	or	filing	of	the	offering	statement	is	contained	in	
Rule	252.		Information	regarding	non-public	submission	of	the	offering	statement	is	contained	in	Rule	252(d).		
Requirements	relating	to	the	offering	circular	are	contained	in	Rules	253	and	254.		The	offering	statement	must	
be	submitted	or	filed	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	filing.		
III.

Incorporation by Reference and Cross-Referencing.

	
An	issuer	may	incorporate	by	reference	to	other	documents	previously	submitted	or	filed	on	EDGAR.	
Cross-referencing	within	the	offering	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	financial	statements,	instead	of	repeating	such	information.	Incorporation	by	reference	and	cross-referencing	
are	subject	to	the	following	additional	conditions:
(a)	The	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	Offering	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;		
	
(2)	May	only	incorporate	by	reference	previously	submitted	or	filed	financial	statements	
if	the	issuer	meets	the	following	requirements:	
	
	
(A)	the	issuer	has	filed	with	the	Commission	all	reports	and	other	materials	required	to	be	
filed,	if	any,	pursuant	to	Rule	257	(§	230.257)	or	by	Sections	13(a),	14	or	15(d)	of	the	Securities	
1
SEC0486 (03-21)

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.

Exchange	Act	of	1934	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	issuer	
was	required	to	file	such	reports	and	other	materials);		
	
	
(B)	the	issuer	makes	the	financial	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	
beneficial	owner,	a	copy	of	the	financial	statement	information	that	have	been	incorporated	by	
reference	in	the	offering	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	financial	statements	may	be	accessed.	
(b)	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	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	after	the	
filing	of	the	offering	statement.	Inactive	hyperlinks	must	be	updated	in	any	amendment	to	the	offering	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	financial	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	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.
IV.

Supplemental Information.

	
The	information	specified	below	must	be	furnished	to	the	Commission	as	supplemental	information,	if	
applicable.		Supplemental	information	shall	not	be	required	to	be	filed	with	or	deemed	part	of	the	offering	statement,	unless	otherwise	required.		The	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	investors	and	the	provisions	of	the	Freedom	of	Information	Act	[5	U.S.C.	552]	and	the	information	was	not	filed	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	offering	circular	or	provided	for	
external	use	by	the	issuer	or	by	a	principal	underwriter	in	connection	with	the	proposed	offering.		There	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	
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	asser2

tions	contained	in	the	offering	statement	or	any	correspondence	to	the	staff.	
	
Correspondence	appropriately	responding	to	any	staff	comments	made	on	the	offering	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	offering	statement.		
PART I—NOTIFICATION
	
The	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	offering	statement	or	amendment	
thereto.		The	format	of	Part	I	shown	below	may	differ	from	the	electronic	version	available	on	EDGAR.		The	
electronic	version	of	Part	I	will	allow	issuers	to	attach	Part	II	and	Part	III	for	filing	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	filing	of	this	offering	
statement.
ITEM 1.

Issuer Information

Exact	name	of	issuer	as	specified	in	the	issuer’s	charter:	_____________________________________	 	
Jurisdiction	of	incorporation/organization:	________________________________________________	 	
Year	of	incorporation:	______________	

	

	

	

	

	

	

	

	

CIK:	_____________________	

	

	

	

	

	

	

	

	

Primary	Standard	Industrial	Classification	Code:	___________________________	

	

	

I.R.S.	Employer	Identification	Number:	__________________________________	

	

	

	

Total	number	of	full-time	employees:		____________________________________	

	

	

	

Total	number	of	part-time	employees:	____________________________________	

	

	

	

	

Contact Information
Address	of	Principal	Executive	Offices:	_______________________________________________	

	

________________________________________
Telephone:	(				)	________________	 	

	

	

	

	

	

	

	

	

Provide	the	following	information	for	the	person	the	Securities	and	Exchange	Commission’s	staff	should	call	in	
connection	with	any	pre-qualification	review	of	the	offering	statement:	
Name:	 ____________________________________________________	
3

	

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	offering	statement.		After	qualification	of	the	offering	statement,	such	e-mail	addresses	are	not	required	to	remain	active:	_______________________________________________________	 	
________________________________________________________________________________________
Financial Statements
Industry	Group	(select	one):	 				Banking	

	

Insurance			

	

Other

Use	the	financial	statements	for	the	most	recent	fiscal	period	contained	in	this	offering	statement	to	provide	the	
following	information	about	the	issuer.		The	following	table	does	not	include	all	of	the	line	items	from	the	financial	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	calculation	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:		
	
	

__________________________________	
__________________________________
__________________________________	
__________________________________
__________________________________
__________________________________

[If “Banking” is selected, display the following options in the Financial Statements table:]
Balance	Sheet	Information
Cash	and	Cash	Equivalents:		 	

	

__________________________________	

	
4

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):	__________________________________________________________	

5

	

	

Outstanding Securities
	
	
	
	
Units		 	
					CUSIP		 	
Name	of	Trading
Name	of			
	
	
	
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		
possession	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	specific	business	plan	or	purpose,	or	(b)			
has	indicated	that	its	business	plan	is	to	merge	with	an	unidentified	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	defined	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	five	years	before	the	filing	of	this	offering		 	
	
	
statement.

	
	
	

•	
	
	

ITEM 3.

	

Has	filed	with	the	Commission	all	the	reports	it	was	required	to	file,	if	any,	pursuant	to	Rule	257			
during	the	two	years	immediately	before	the	filing	of	the	offering	statement	(or	for	such	shorter		 	
period	that	the	issuer	was	required	to	file	such	reports).
Application of Rule 262

Check	this	box	to	certify	that,	as	of	the	time	of	this	filing,	each	person	described	in	Rule	262	of	Regula		
tion	A	is	either	not	disqualified	under	that	rule	or	is	disqualified	but	has	received	a	waiver	of	such	disqualification.		
		

	

Check	this	box	if	“bad	actor”	disclosure	under	Rule	262(d)	is	provided	in	Part	II	of	the	offering	state6

ment.
ITEM	4.	

Summary	Information	Regarding	the	Offering	and	Other	Current	or	Proposed	Offerings

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

Tier	1	 	

	

Tier	2

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

Unaudited	

	

Audited

Types	of	Securities	Offered	in	this	Offering	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	offer	the	securities	on	a	delayed	or	continuous	basis	pursuant	to	Rule	251(d)(3)?
	
Yes		 No		
Does	the	issuer	intend	this	offering	to	last	more	than	one	year?
	
Yes	 	No
Does	the	issuer	intend	to	price	this	offering	after	qualification	pursuant	to	Rule	253(b)?	
	
Yes		 	No		
Will	the	issuer	be	conducting	a	best	efforts	offering?
	
Yes		 	No	
Has	the	issuer	used	solicitation	of	interest	communications	in	connection	with	the	proposed	offering?
	
Yes		 	No	
Does	the	proposed	offering	involve	the	resale	of	securities	by	affiliates	of	the	issuer?
	
Yes		 	No	
Number	of	securities	offered:	_______________________________________________	 	

	

	

Number	of	securities	of	that	class	already	outstanding:	___________________________	 	
The information called for by this item below may be omitted if undetermined at the time of filing or submission,
except that if a price range has been included in the offering statement, the midpoint of that range must be used
to respond. Please refer to Rule 251(a) for the definition of “aggregate offering price” or “aggregate sales” as
used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item
is not applicable to the offering.
7

Price	per	security:	$	___________________________	

	

	

	

	

	

	

	

	

The	portion	of	the	aggregate	offering	price	attributable	to	securities	being	offered	on	behalf	of	the	issuer:
$	__________________________	 	
	
The	portion	of	the	aggregate	offering	price	attributable	to	securities	being	offered	on	behalf	of	selling	securityholders:	
$	__________________________	 	
	
The	portion	of	aggregate	offering	attributable	to	all	the	securities	of	the	issuer	sold	pursuant	to	a	qualified	offering	statement	within	the	12	months	before	the	qualification	of	this	offering	statement:	
$	__________________________	 	
	
The	estimated	portion	of	aggregate	sales	attributable	to	securities	that	may	be	sold	pursuant	to	any	other	qualified	offering	statement	concurrently	with	securities	being	sold	under	this	offering	statement:
$	__________________________	 	
	
Total:	$	_______________________	(the	sum	of	the	aggregate	offering	price	and	aggregate	sales	in	the	four	
preceding	paragraphs).
Anticipated	fees	in	connection	with	this	offering	and	names	of	service	providers:
	
	
	
	
Underwriters:			
	
Sales	Commissions:	 	
Finders’	Fees:	 	
	
Audit:	 	
	
	
Legal:	 	
	
	
Promoters:	 	
	
Blue	Sky	Compliance:	

Name	of	Service	Provider	
____________________	
____________________	
____________________	
____________________	
____________________	
____________________	
____________________	

Fees
$________________________
$________________________
$________________________
$________________________
$________________________
$________________________
$________________________

CRD	Number	of	any	broker	or	dealer	listed:	 _____________________________________	
Estimated	net	proceeds	to	the	issuer:	$	__________________________________________	

	
	

	
	

	

Clarification	of	responses	(if	necessary):	________________________________________	

	

	

	

ITEM	5.	

Jurisdictions	in	Which	Securities	are	to	be	Offered

Using	the	list	below,	select	the	jurisdictions	in	which	the	issuer	intends	to	offer	the	securities:
[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them individually, add all and remove all.]
Using	the	list	below,	select	the	jurisdictions	in	which	the	securities	are	to	be	offered	by	underwriters,	dealers	or	
sales	persons	or	check	the	appropriate	box:
	

None

	

Same	as	the	jurisdictions	in	which	the	issuer	intends	to	offer	the	securities.
8

[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them individually, 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	affiliated	issuers	within	one	
year	before	the	filing	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,	officer,	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	different	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	briefly	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	specified	in	Part	F/S	of	
this	Form	1-A.		The	narrative	disclosure	contents	of	offering	circulars	are	specified	as	follows:
	

(1)	The	information	required	by:

													

(i)	the	Offering	Circular	format	described	below;	or

(ii)	The	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	financial	statements	and	supplementary	financial	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	
9

reporting	companies	if	it	meets	the	definition	of	that	term	in	Rule	405	(17	CFR	230.405).		An	issuer	may	only	
use	the	Form	S-11	format	if	the	offering	is	eligible	to	be	registered	on	that	form;
	

The	cover	page	of	the	offering	circular	must	identify	which	disclosure	format	is	being	followed.

	
(2)	The	offering	circular	must	describe	any	matters	that	would	have	triggered	disqualification	under	Rule	
262(a)(3)	or	(a)(5)	but	for	the	provisions	set	forth	in	Rule	262(b)(1);
	
(3)	The	legend	required	by	Rule	253(f)	of	Regulation	A	must	be	included	on	the	offering	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	offering	circulars,	the	legend	required	by	Rule	254(a)	must	be	included	on	the	offering	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	offerings	where	the	securities	will	not	be	listed	on	a	registered	national	securities	exchange	upon	qualification,	the	offering	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	offering	if	the	aggregate	purchase	price	you	pay	is			
more	than	10%	of	the	greater	of	your	annual	income	or	net	worth.		Different	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)	The	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)	Offering	circulars	need	not	follow	the	order	of	the	items	or	the	order	of	other	requirements	of	the	disclosure	
form	except	to	the	extent	otherwise	specifically	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	specified	tabular	
format	must	be	given	in	substantially	the	tabular	format	specified.		For	incorporation	by	reference,	please	refer	
to	General	Instruction	III	of	this	Form.
OFFERING CIRCULAR
Item	1.	

	

Cover	Page	of	Offering	Circular

The	cover	page	of	the	offering	circular	must	be	limited	to	one	page	and	must	include	the	information	specified	
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
10

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 misleading inference as to your business. In some circumstances, disclosure may not be sufficient and you may be required 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 current business.
(b)	Full	mailing	address	of	the	issuer’s	principal	executive	offices	and	the	issuer’s	telephone	number	(including	
the	area	code)	and,	if	applicable,	website	address.
(c)	Date	of	the	offering	circular.
(d)	Title	and	amount	of	securities	offered.		Separately	state	the	amount	of	securities	offered	by	selling	securityholders,	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)	The	information	called	for	by	the	applicable	table	below	as	to	all	the	securities	being	offered,	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	offered	on	a	best	efforts	basis,	the	cover	page	must	set	forth	the	termination	date,	if	
any,	of	the	offering,	any	minimum	required	sale	and	any	arrangements	to	place	the	funds	received	in	an	escrow,	
trust,	or	similar	arrangement.		The	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. The 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 benefit of any other persons in which any underwriter is
interested, made in connection with the sale of such security.
11

	

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 briefly identified in a footnote to the table with a
cross-reference to a more complete description elsewhere in the offering circular.
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 offering statement, has been cleared with FINRA.
4. If the securities are not to be offered for cash, state the basis upon which the offering is to be made.
5. Any finder’s fees or similar payments must be disclosed on the cover page with a reference to a more
complete discussion in the offering circular. Such disclosure must identify the finder, the nature of the services
rendered and the nature of any relationship between the finder and the issuer, its officers, directors, promoters,
principal stockholders and underwriters (including any affiliates of such persons).
6. The amount of the expenses of the offering borne by the issuer, including underwriting expenses to be
borne by the issuer, must be disclosed in a footnote to the table.
(f)	The	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	offered.
(h)	A	cross-reference	to	the	risk	factors	section,	including	the	page	number	where	it	appears	in	the	offering	circular.		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	offering	circular	is	circulated,	provide	(1)	a	
bona	fide	estimate	of	the	range	of	the	maximum	offering	price	and	the	maximum	number	of	securities	offered	
or	(2)	a	bona	fide	estimate	of	the	principal	amount	of	the	debt	securities	offered.		The	range	must	not	exceed	$2	
for	offerings	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):
The upper limit of the price range must be used in determining the aggregate offering price for purposes
of Rule 251(a).
Item 2.

Table of Contents

On	the	page	immediately	following	the	cover	page	of	the	offering	circular,	provide	a	reasonably	detailed	table	
of	contents.		It	must	show	the	page	numbers	of	the	various	sections	or	subdivisions	of	the	offering	circular.		Include	a	specific	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	offering	circular	where	the	length	or	complexity	
of	the	offering	circular	makes	a	summary	useful.		The	summary	should	be	brief	and	must	not	contain	all	of	the	
detailed	information	in	the	offering	circular.		
12

(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	
significant	factors	that	make	the	offering	speculative	or	substantially	risky.		Issuers	should	avoid	generalized	
statements	and	include	only	factors	that	are	specific	to	the	issuer.
Item 4.

Dilution

Where	there	is	a	material	disparity	between	the	public	offering	price	and	the	effective	cash	cost	to	officers,	directors,	promoters	and	affiliated	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	offering	and	the	average	effective	cash	contribution	of	such	persons.	
Item 5.

Plan of Distribution and Selling Securityholders

(a)	If	the	securities	are	to	be	offered	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	briefly	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 efforts 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 efforts 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 offering.
(b)	State	briefly	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	briefly	the	plan	of	distribution	of	any	securities	being	issued	that	are	to	be	offered	through	the	selling	
efforts	of	brokers	or	dealers	or	otherwise	than	through	underwriters.
(d)	If	any	of	the	securities	are	to	be	offered	for	the	account	of	securityholders,	identify	each	selling	securityholder,	state	the	amount	owned	by	the	securityholder	prior	to	the	offering,	the	amount	offered	for	his	or	her	account	
and	the	amount	to	be	owned	after	the	offering.		Provide	such	disclosure	in	a	tabular	format.		At	the	bottom	of	
the	table,	provide	the	total	number	of	securities	being	offered	for	the	account	of	all	securityholders	and	describe	
what	percent	of	the	pre-offering	outstanding	securities	of	such	class	the	offering	represents.
Instruction to Item 5(d):
The term “securityholder” in this paragraph refers to beneficial 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	offered	are	not	
13

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	offering	by	the	underwriter	to	the	issuer,	the	salient	provisions	in	this	regard	and	the	effects	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	
offered	for	the	period	of	distribution,	(2)	stabilize	the	market	for	any	of	the	securities	to	be	offered,	or	(3)	withhold	commissions,	or	otherwise	to	hold	each	underwriter	or	dealer	responsible	for	the	distribution	of	its	participation.
(h)	Identify	any	underwriter	that	intends	to	confirm	sales	to	any	accounts	over	which	it	exercises	discretionary	
authority	and	include	an	estimate	of	the	amount	of	securities	so	intended	to	be	confirmed.
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. These rules outline, among other things, antifraud provisions concerning the return of funds to subscribers and the transmission of proceeds of an offering 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	offered	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	offering,	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 effect 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 officers
or directors of the issuer or any of its subsidiaries.
3. For best efforts offerings, describe any anticipated material changes in the use of proceeds if all of
the securities being qualified on the offering 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 firm 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, briefly describe and state the cost of the assets. If the assets are to be acquired from affiliates of the issuer or their associates, give the names of the persons from whom they are to be acquired and set
14

forth the basis used in determining the purchase price to the issuer.
8. The issuer may reserve the right to change the use of proceeds, so long as the reservation is prominently disclosed in the section where the use of proceeds is discussed. It is not necessary to describe the possible alternative uses of proceeds unless the issuer believes that a change in circumstances leading to an alternative 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	factors	are	material	to	an	understanding	of	the	issuer’s	business:
	
	
(i)	The	principal	products	and	services	of	the	issuer	and	the	principal	market	for	and	method	of	
distribution	of	such	products	and	services.
	
	
(ii)	The	status	of	a	product	or	service	if	the	issuer	has	made	public	information	about	a	new	product	or	service	that	would	require	the	investment	of	a	material	amount	of	the	assets	of	the	issuer	or	is	otherwise	
material.
	

	

(iii)	[Reserved]

	
	
time.

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

	

	

(v)	Any	bankruptcy,	receivership	or	similar	proceeding.

	

	

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

	
	
(vii)	Any	material	reclassification,	merger,	consolidation,	or	purchase	or	sale	of	a	significant	
amount	of	assets	not	in	the	ordinary	course	of	business.
	
(2)	The	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	financial	performance.		
Examples	of	factors	that	might	be	discussed	include	dependence	on	one	or	a	few	major	customers	or	suppliers	(including	suppliers	of	raw	materials	or	financing),	effect	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.		The	disclosure	guidelines	in	all	Securities	Act	Industry	Guides	must	be	followed.		To	the	
extent	that	the	industry	guides	are	codified	into	Regulation	S-K,	the	Regulation	S-K	industry	disclosure	items	
must	be	followed.
15

(d)	For	offerings	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).
Item 8.

Description of Property

	
(a)	State	briefly	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	major	encumbrance,	so	state	and	briefly	describe	how	held.		Include	information	regarding	the	suitability,	adequacy,	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	financial	condition,	changes	in	financial	condition	and	results	of	operations	for	each	year	
and	interim	period	for	which	financial	statements	are	required,	including	the	causes	of	material	changes	from	
year	to	year	or	period	to	period	in	financial	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	specified	below	as	well	as	such	other	information	that	is	necessary	for	an	investor’s	
understanding	of	the	issuer’s	financial	condition,	changes	in	financial	condition	and	results	of	operations.	
(a)	Operating	results.		Provide	information	regarding	significant	factors,	including	unusual	or	infrequent	events	
or	transactions	or	new	developments,	materially	affecting	the	issuer’s	income	from	operations,	and,	in	each	
case,	indicating	the	extent	to	which	income	was	so	affected.		Describe	any	other	significant	component	of	revenue	or	expenses	necessary	to	understand	the	issuer’s	results	of	operations.		To	the	extent	that	the	financial	statements	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. The discussion and analysis shall focus specifically on material events and uncertainties known to
management that would cause reported financial information not to be necessarily indicative of future operating
results or of future financial condition. This 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 financial 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 financial statements as a whole is not required or gener16

ally appropriate. Issuers need not recite the amounts of changes from year to year which are readily computable
from the financial statements. The discussion must not merely repeat numerical data contained in the consolidated financial statements.
3. When interim period financial statements are included, discuss any material changes in financial
condition from the end of the preceding fiscal 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 fiscal yearto-date period for which a statement of comprehensive income (or statement of net income if comprehensive
income is presented in two separate but consecutive financial statements or if no other comprehensive income)
is provided and the corresponding year-to-date period of the preceding fiscal 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	
deficiency	in	liquidity	is	identified,	indicate	the	course	of	action	that	the	issuer	has	taken	or	proposes	to	take	to	
remedy	the	deficiency.
	
(2)	the	issuer’s	material	commitments	for	capital	expenditures	as	of	the	end	of	the	latest	fiscal	year	and	
any	subsequent	interim	period	and	an	indication	of	the	general	purpose	of	such	commitments	and	the	anticipated	sources	of	funds	needed	to	fulfill	such	commitments.	
(c)	Plan	of	Operations.		Issuers	(including	predecessors)	that	have	not	received	revenue	from	operations	during	
each	of	the	three	fiscal	years	immediately	before	the	filing	of	the	offering	statement	(or	since	inception,	whichever	is	shorter)	must	describe,	if	formulated,	their	plan	of	operation	for	the	12	months	following	the	commencement	of	the	proposed	offering.		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	offering	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.		The	issuer	must	identify	the	most	significant	recent	trends	in	production,	sales	and	
inventory,	the	state	of	the	order	book	and	costs	and	selling	prices	since	the	latest	financial	year.		The	issuer	also	
must	discuss,	for	at	least	the	current	financial	year,	any	known	trends,	uncertainties,	demands,	commitments	or	
events	that	are	reasonably	likely	to	have	a	material	effect	on	the	issuer’s	net	sales	or	revenues,	income	from	continuing	operations,	profitability,	liquidity	or	capital	resources,	or	that	would	cause	reported	financial	information	
not	necessarily	to	be	indicative	of	future	operating	results	or	financial	condition.
Item	10.	

Directors,	Executive	Officers	and	Significant	Employees

(a)	For	each	of	the	directors,	persons	nominated	or	chosen	to	become	directors,	executive	officers,	persons	chosen	to	become	executive	officers,	and	significant	employees,	provide	the	information	specified	below	in	substantially	the	following	tabular	format:	

17

Name	 	
	
	
	
	
	
	
	
Executive	Officers:

	
	
	

Position	
	
	
	
	

Age	
	
	

Term	of	Office(1)	
	
	
	
	
	
	

Approximate	hours	per	
week	for	part-time	
employees(2)

Directors:
Significant	Employees:

	
	
	
	

(1)		Provide	the	month	and	year	of	the	start	date	and,	if	applicable,	the	end	date.		To	the	extent	you	are		 	
unable	to	provide	specific	dates,	provide	such	other	description	in	the	table	or	in	an	appropriate		 	
	
footnote	clarifying	the	term	of	office.		If	the	person	is	a	nominee	or	chosen		
	
	
	
	
to	become	a	director	or	executive	officer,	it	must	be	indicated	in	this	column	or	by	footnote.		

	
(2)	For	executive	officers	and	significant	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.		This	
	
column	may	be	left	blank	for	directors.		The	entire	column	may	be	omitted	if	all	those	listed	in	the	table			
	
work	full	time	for	the	issuer.
In	a	footnote	to	the	table,	briefly	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	office	or	position.
Instructions to Item 10(a):
1. No nominee or person chosen to become a director or person chosen to be an executive officer who
has not consented to act as such may be named in response to this item.
2. The term “executive officer” means the president, secretary, treasurer, any vice president in charge
of a principal business function (such as sales, administration, or finance) and any other person who performs
similar policy making functions for the issuer.
3. The term “significant employee” means persons such as production managers, sales managers, or
research scientists, who are not executive officers, but who make or are expected to make significant contributions to the business of the issuer.
(b)	Family	relationships.		State	the	nature	of	any	family	relationship	between	any	director,	executive	officer,	
person	nominated	or	chosen	by	the	issuer	to	become	a	director	or	executive	officer	or	any	significant	employee.
Instruction to Item 10(b):
The term “family relationship” means any relationship by blood, marriage, or adoption, not more remote than first cousin.
(c)	Business	experience.		Give	a	brief	account	of	the	business	experience	during	the	past	five	years	of	each	director,	executive	officer,	person	nominated	or	chosen	to	become	a	director	or	executive	officer,	and	each	signifi18

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	officer	or	significant	employee	has	been	employed	by	the	issuer	for	less	than	five	
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	specific	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	five	years	and	which	are	material	to	an	evaluation	of	the	ability	or	integrity	of	any	director,	person	nominated	to	become	a	director	or	executive	officer	of	the	issuer:
	
(1)	A	petition	under	the	federal	bankruptcy	laws	or	any	state	insolvency	law	was	filed	by	or	against,	or	
a	receiver,	fiscal	agent	or	similar	officer	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	filing,	or	any	
corporation	or	business	association	of	which	he	was	an	executive	officer	at	or	within	two	years	before	the	time	
of	such	filing;	or
	
(2)	Such	person	was	convicted	in	a	criminal	proceeding	(excluding	traffic	violations	and	other	minor	offenses).
Item	11.	

Compensation	of	Directors	and	Executive	Officers

(a)	Provide,	in	substantially	the	tabular	format	indicated,	the	annual	compensation	of	each	of	the	three	highest	
paid	persons	who	were	executive	officers	or	directors	during	the	issuer’s	last	completed	fiscal	year.
______________________________________________________________________________________
Capacities	in	which		 	
Total
		Name		
								Cash	
	
	
					Other		
	
	
	
compensation	was	received		 			compensation	
	
compensation							compensation
	
	
(e.g.,	Chief	Executive	Officer,										($)		
	
										 								($)		
	
($)
	
	
director,	etc.)	 	
($)
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________	
	
(b)	Provide	the	aggregate	annual	compensation	of	the	issuer’s	directors	as	a	group	for	the	issuer’s	last	completed	fiscal	year.		Specify	the	total	number	of	directors	in	the	group.
(c)	For	Tier	1	offerings,	the	annual	compensation	of	the	three	highest	paid	persons	who	were	executive	officers	
or	directors	and	the	aggregate	annual	compensation	of	the	issuer’s	directors	may	be	provided	as	a	group,	rather	
than	as	specified	in	paragraphs	(a)	and	(b)	of	this	item.		In	such	case,	issuers	must	specify	the	total	number	of	
persons	in	the	group.
(d)	Briefly	describe	all	proposed	compensation	to	be	made	in	the	future	pursuant	to	any	ongoing	plan	or	arrangement	to	the	individuals	specified	in	paragraphs	(a)	and	(b)	of	this	item.		The	description	must	include	a	
summary	of	how	each	plan	operates,	any	performance	formula	or	measure	in	effect	(or	the	criteria	used	to	determine	payment	amounts),	the	time	periods	over	which	the	measurements	of	benefits	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	officers	or	directors	of	the	issuer	and	that	are	available	generally	to	all	salaried	
employees.
19

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.
used.

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

Item 12.

Security Ownership of Management and Certain Securityholders

(a)	Include	the	information	specified	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	beneficially	owned	
by:
(1)	all	executive	officers	and	directors	as	a	group,	individually	naming	each	director	or	executive	officer	who	
beneficially	owns	more	than	10%	of	any	class	of	the	issuer’s	voting	securities;
(2)	any	other	securityholder	who	beneficially	owns	more	than	10%	of	any	class	of	the	issuer’s	voting	securities	
as	such	beneficial	ownership	would	be	calculated	if	the	issuer	were	subject	to	Rule	13d-3(d)(1)	of	the	Securities	
Exchange	Act	of	1934.
(b)	Beneficial	Ownership	Table:
Title	of		
class	 	
	
	

Name	and	address		
of	beneficial		 	
owner(1)	
	

Amount	and	nature	of		
beneficial	ownership		 	
	
	
	
	

Amount	and	nature	of		
beneficial	ownership		 	
acquirable(2)	

Percent	of
class(3)

(1)	The	address	given	in	this	column	may	be	a	business,	mailing,	or	residential	address.		The	address	
	
may	be	included	in	an	appropriate	footnote	to	the	table	rather	than	in	this	column.		
(2)	This	column	must	include	the	amount	of	equity	securities	each	beneficial	owner	has	the	right	to	
	
acquire	using	the	manner	specified	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	sufficiently	describe	the	circumstances	upon	which	
such	securities	could	be	acquired.
(3)	This	column	must	use	the	amounts	contained	in	the	two	preceding	columns	to	calculate	the	percent	
	
of	class	owned	by	such	beneficial	owner.
Item 13.

Interest of Management and Others in Certain Transactions

(a)	Describe	briefly	any	transactions	or	any	currently	proposed	transactions	during	the	issuer’s	last	two	completed	fiscal	years	and	the	current	fiscal	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	fiscal	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	
20

amount	of	such	interest:
	

(1)	Any	director	or	executive	officer	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

	
	
	
	

(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-in-law,	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) The 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 fixed in conformity with law or governmental authority;
(b) The transaction involves services as a bank depositary of funds, transfer agent, registrar,
trustee under a trust indenture, or similar services;
(c) The interest of the specified person arises solely from the ownership of securities of the issuer
and the specified person receives no extra or special benefit not shared on a pro-rata basis by all of the holders
of securities of the class.
3. This item calls for disclosure of indirect as well as direct material interests in transactions. A person who has a position or relationship with a firm, 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 specified in paragraphs (1) through (5) of this item, in the aggregate, 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 specified in paragraphs (1) through (5) of this item had an interest of
less than 10 percent; or
21

21

(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. The amount of the interest of any
specified person must be computed without regard to the amount of the profit 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 securities by the issuer where any of the specified persons was or is to be a principal underwriter or is
a controlling person, or member, of a firm 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 specified persons for services in any capacity unless the interest of such persons arises solely from the ownership individually and in the aggregate of less than 10 percent of any class of equity securities of another corporation furnishing the services to the issuer or its subsidiaries.
(b)	If	any	expert	named	in	the	offering	statement	as	having	prepared	or	certified	any	part	of	the	offering	statement	was	employed	for	such	purpose	on	a	contingent	basis	or,	at	the	time	of	such	preparation	or	certification	or	
at	any	time	thereafter,	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,	officer	or	employee,	
describe	the	nature	of	such	contingent	basis,	interest	or	connection.
Item	14.	

Securities	Being	Offered

(a)	If	capital	stock	is	being	offered,	state	the	title	of	the	class	and	furnish	the	following	information	regarding	all	
classes	of	capital	stock	outstanding:
	
(1)	Outline	briefly:	(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	classification	of	the	Board	of	Directors,	and	the	impact	of	classification	
where	cumulative	voting	is	permitted	or	required;	(x)	restrictions	on	alienability	of	the	securities	being	offered;	
(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	modified	
otherwise	than	by	a	vote	of	a	majority	or	more	of	the	shares	outstanding,	voting	as	a	class.	
	
(2)	Briefly	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	financial	re22

sources	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	offered	or	is	outstanding,	describe	briefly	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	offered,	outline	briefly	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	
identification	of	the	principal	properties	subject	to	such	lien.
	

(3)	Material	affirmative	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 available 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	offered	pursuant	to	warrants,	rights,	or	convertible	securities,	state	briefly:	
(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)	The	appropriate	financial	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	filed	as	part	of	the	offering	statement	and	included	in	
the	offering	circular	that	is	distributed	to	investors.		
(2)	Unless	the	issuer	is	a	Canadian	company,	financial	statements	must	be	prepared	in	accordance	with	
	
generally	accepted	accounting	principles	in	the	United	States	(US	GAAP).		If	the	issuer	is	a	Canadian	company,	such	financial	statements	must	be	prepared	in	accordance	with	either	US	GAAP	or	International	Financial	
23

Reporting	Standards	(IFRS)	as	issued	by	the	International	Accounting	Standards	Board	(IASB).		If	the	financial	
statements	comply	with	IFRS,	such	compliance	must	be	explicitly	and	unreservedly	stated	in	the	notes	to	the	
financial	statements	and	if	the	financial	statements	are	audited,	the	auditor’s	report	must	include	an	opinion	on	
whether	the	financial	statements	comply	with	IFRS	as	issued	by	the	IASB.		
	
(3)	The	issuer	may	elect	to	delay	complying	with	any	new	or	revised	financial	accounting	standard	until	
the	date	that	a	company	that	is	not	an	issuer	(as	defined	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	files	its	offering	statement	and	apply	the	election	to	all	standards.		Issuers	electing	not	to	
use	this	accommodation	must	forgo	this	accommodation	for	all	financial	accounting	standards	and	may	not	elect	
to	rely	on	this	accommodation	in	any	future	filings.		
(b)	Financial	Statements	for	Tier	1	Offerings
	
(1)	The	financial	statements	prepared	pursuant	to	this	paragraph	(b),	including	(b)(7),	need	not	be	prepared	in	accordance	with	Regulation	S-X.		
	
(2)	The	financial	statements	prepared	pursuant	to	paragraph	(b),	including	(b)(7),	need	not	be	audited.		
If	the	financial	statements	are	not	audited,	they	shall	be	labeled	as	“unaudited”.		However,	if	an	audit	of	these	
financial	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	Certified	Public	Accountants	(AICPA)	or	Rule	2	01	of	Regulation	S-X,	those	audited	financial	statements	must	be	
filed,	and	an	audit	opinion	complying	with	Rule	2-02	of	Regulation	S-X	must	be	filed	along	with	such	financial	
statements.		The	auditor	may,	but	need	not,	be	registered	with	the	Public	Company	Accounting	Oversight	Board.
	

(3) Consolidated Balance Sheets.		Age	of	balance	sheets	at	filing	and	at	qualification:

	
	
(A)	If	the	filing	is	made,	or	the	offering	statement	is	qualified,	more	than	three	months	but	no	
more	than	nine	months	after	the	most	recently	completed	fiscal	year	end,	include	a	balance	sheet	as	of	the	two	
most	recently	completed	fiscal	year	ends.
	
	
(B)	If	the	filing	is	made,	or	the	offering	statement	is	qualified,	more	than	nine	months	after	the	
most	recently	completed	fiscal	year	end,	include	a	balance	sheet	as	of	the	two	most	recently	completed	fiscal	
year	ends	and	an	interim	balance	sheet	as	of	a	date	no	earlier	than	six	months	after	the	most	recently	completed	
fiscal	year	end.
	
	
(C)	If	the	filing	is	made,	or	the	offering	statement	is	qualified,	within	three	months	after	the	most	
recently	completed	fiscal	year	end,	include	a	balance	sheet	as	of	the	two	fiscal	year	ends	preceding	the	most	
recently	completed	fiscal	year	end	and	an	interim	balance	sheet	as	of	a	date	no	earlier	than	six	months	after	the	
date	of	the	most	recent	fiscal	year	end	balance	sheet	that	is	required.		
	
	
(D)	If	the	filing	is	made,	or	the	offering	statement	is	qualified,	during	the	period	from	inception	
until	three	months	after	reaching	the	annual	balance	sheet	date	for	the	first	time,	include	a	balance	sheet	as	of	a	
date	within	nine	months	of	filing	or	qualification.

24

	
(4)	Statements	of	comprehensive	income,	cash	flows,	and	changes	in	stockholders’	equity. File	consolidated	statements	of	comprehensive	income	(either	in	a	single	continuous	financial	statement	or	in	two	separate	
but	consecutive	financial	statements;	or	a	statement	of	net	income	if	there	was	no	other	comprehensive	income),	
cash	flows,	and	changes	in	stockholders’	equity	for	each	of	the	two	fiscal	years	preceding	the	date	of	the	most	
recent	balance	sheet	being	filed	or	such	shorter	period	as	the	issuer	has	been	in	existence.
	
(5)	Interim	financial	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	financial	statement	or	in	two	separate	but	
consecutive	financial	statements;	or	a	statement	of	net	income	if	there	was	no	other	comprehensive	income)	and	
cash	flows	shall	be	provided	and	must	cover	at	least	the	first	six	months	of	the	issuer’s	fiscal	year	and	the	corresponding	period	of	the	preceding	fiscal	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.	This	analysis	shall	be	presented	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	filed	with	all	significant	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.	
(ii)	Interim	financial	statements	of	issuers	that	report	under	U.S.	GAAP	may	be	condensed	as	
	
	
described	in	Rule	8-03(a)	of	Regulation	S-X.
(iii)	The	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	financial	
statements	not	misleading	have	been	included.
(6)	Oil and Gas Producing Activities.		Issuers	engaged	in	oil	and	gas	producing	activities	must	follow	
	
the	financial	accounting	and	reporting	standards	specified	in	Rule	4-10	of	Regulation	S-X.
	
(7)	Financial Statements of Other Entities.		The	circumstances	described	below	may	require	you	to	file	
financial	statements	of	other	entities	in	the	offering	statement.		The	financial	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	specified	by	the	rules	below.	The	financial	statement	of	other	entities	shall	follow	the	same	audit	requirement	as	paragraph	(b)(2)	of	this	Part	F/S.		
	
	
(i)	Financial Statements of Guarantors and Issuers of Guaranteed Securities.		Financial	statements	of	a	subsidiary	that	issues	securities	guaranteed	by	the	parent	or	guarantees	securities	issued	by	the	parent	
must	be	presented	as	required	by	Rule	3-10	of	Regulation	S-X.
	
	
(ii)	Financial Statements of Affiliates Whose Securities Collateralize an Issuance.		Financial	
statements	for	an	i	 ssuer’s	affiliates	whose	securities	constitute	a	substantial	portion	of	the	collateral	for	any	
class	of	securities	being	offered	must	be	presented	as	required	by	Rule	3-16	of	Regulation	S-X.
	
	
(iii)	Financial Statements of Businesses Acquired or to be Acquired.		File	the	financial	statements	
required	by	Rule	8-04	of	Regulation	S-X.		
	
	
(iv)	Pro Forma Financial Statements.		File	pro	forma	financial	information	as	described	
in	Rule	8-05	of	Regulation	S-X.	
	

	

(v)	Real Estate Operations Acquired or to be Acquired.		File	the	financial	information	required	
25

by	Rule	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 financial report will be required
after qualification of the offering statement.
2. If the last day that the financial statements included in the offering statement can be accepted, according to the age requirements of this item falls on a Saturday, Sunday, or holiday, such offering statement may
be filed on the first business day following the last day of the specified 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	Offerings
	
(1)	In	addition	to	the	general	rules	in	paragraph	(a),	provide	the	financial	statements	required	by	paragraph	(b)	of	this	Part	F/S,	except	the	following	rules	should	be	followed	in	the	preparation	of	the	financial	statements:
(i)	Issuers	that	report	under	U.S.	GAAP	and,	when	applicable,	other	entities	for	which	financial	
	
	
statements	are	required,	must	comply	with	Article	8	of	Regulation	S-X,	as	if	they	were	conducting	a	registered	
offering	on	Form	S-1,	except	the	age	of	financial	statements	may	follow	paragraphs	(b)(3)-(4)	of	this	Part	F/S.
(ii)	Audited	financial	statements	are	required	for	Tier	2	offerings	for	the	issuer	and,	when	appli	
	
cable,	for	financial	statements	of	other	entities.		However,	interim	financial	statements	may	be	unaudited.
(iii)	The	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	qualifications	of	the	independent	accountant	shall	comply	with	the	requirements	of	Article	2	of	Regulation	
S-X.		Accounting	firms	conducting	audits	for	the	financial	statements	included	in	the	offering	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	filed	as	exhibits	to	the	offering	statement.
1.		Underwriting agreement—Each	underwriting	contract	or	agreement	with	a	principal	underwriter	or	letter	
pursuant	to	which	the	securities	are	to	be	distributed;	where	the	terms	have	yet	to	be	finalized,	proposed	formats	
26

may	be	provided.
2.		Charter and bylaws—The	charter	and	bylaws	of	the	issuer	or	instruments	corresponding	thereto	as	currently	
in	effect	and	any	amendments	thereto.
3.		Instruments defining the rights of securityholders—
	
	
	

(a)	All	instruments	defining	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	financial	statements	are	required	to	be	filed.

	
(b)	The	following	instruments	need	not	be	filed	if	the	issuer	agrees	to	file	them	with	the	Commission	
upon	request:	(i)	instruments	defining	the	rights	of	holders	of	long-term	debt	of	the	issuer	and	all	of	its	subsidiaries	for	which	consolidated	financial	statements	are	required	to	be	filed	if	such	debt	is	not	being	issued	pursuant	to	this	Regulation	A	offering	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	offering	and	appropriate	steps	have	been	taken	to	assure	such	retirement	or	redemption;	and	(iii)	copies	of	instruments	evidencing	scrip	certificates	or	fractions	of	shares.
4.		Subscription agreement—The	form	of	any	subscription	agreement	to	be	used	in	connection	with	the	purchase	of	securities	in	this	offering.
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	after	the	filing	of	the	offering	statement	or	was	entered	into	not	more	than	
two	years	before	such	filing.		Only	contracts	need	be	filed	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	beneficial	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	offering	statement.		The	material	contract	filed	must	contain	a	list	briefly	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	filed	unless	it	falls	within	one	or	more	
of	the	following	categories,	in	which	case	it	must	be	filed	except	where	immaterial	in	amount	or	significance:	
(i)	any	contract	to	which	directors,	officers,	promoters,	voting	trustees,	securityholders	named	in	the	offering	
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	fixed	assets	of	the	issuer	on	a	consolidated	basis;	or	(iv)	any	material	lease	under	which	a	part	of	the	property	described	in	the	offering	statement	
is	held	by	the	issuer.
27

	
(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	profit	sharing	(or	if	not	set	forth	in	any	formal	document,	a	written	description)	is	deemed	material	
and	must	be	filed	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	benefits	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	offering	statement.		Schedules	(or	similar	attachments)	to	these	exhibits	must	not	be	
filed	unless	such	schedules	contain	information	that	is	material	to	an	investment	decision	and	that	is	not	otherwise	disclosed	in	the	agreement	or	the	offering	statement.		The	plan	filed	must	contain	a	list	briefly	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.
8.		Escrow agreements—Any	escrow	agreement	or	similar	arrangement	which	has	been	executed	in	connection	
with	the	Regulation	A	offering.
9.		Letter re change in certifying accountant—A	letter	from	the	issuer’s	former	independent	accountant	regarding	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	offering	statement	pursuant	to	a	power	of	attorney,	signed	
copies	of	the	power	of	attorney	must	be	filed.		Where	the	power	of	attorney	is	contained	elsewhere	in	the	offering	statement	or	documents	filed	therewith,	a	reference	must	be	made	in	the	index	to	the	part	of	the	offering	
statement	or	document	containing	such	power	of	attorney.		In	addition,	if	the	name	of	any	officer	signing	on	behalf	of	the	issuer	is	signed	pursuant	to	a	power	of	attorney,	certified	copies	of	a	resolution	of	the	issuer’s	board	
of	directors	authorizing	such	signature	must	also	be	filed.		A	power	of	attorney	that	is	filed	with	the	Commission	
must	relate	to	a	specific	filing	or	an	amendment	thereto.		A	power	of	attorney	that	confers	general	authority	may	
not	be	filed	with	the	Commission.
11.		Consents—
	
(a)	Experts:	The	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	offering	statement	as	having	prepared	or	certified	any	part	of	the	document	or	is	named	as	having	prepared	or	certified	a	report	or	evaluation	whether	or	not	
for	use	in	connection	with	the	offering	statement;	
	
	
(ii)	the	expert	that	authored	any	portion	of	a	report	quoted	or	summarized	as	such	in	the	offering	
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	
offering	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.

12.		Opinion re legality—An	opinion	of	counsel	as	to	the	legality	of	the	securities	covered	by	the	Offering	
28

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	filing	of	the	offering	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	filed	if	they	are	substantively	the	same	as	materials	previously	filed	with	the	offering	statement.
14.		Appointment of agent for service of process—A	Canadian	issuer	must	file	Form	F-X.	
15.	The technical report summary under Item 601(b)(96) of Regulation S-K--An	issuer	that	is	required	to	file	a	
technical	report	summary	pursuant	to	Item	1302(b)(2)	of	Regulation	S-K	must	provide	the	information	specified	
in	Item	601(b)(96)	of	Regulation	S-K	as	an	exhibit	to	Form	1-A.
16.	RESERVED	
99. Additional exhibits—	Any	additional	exhibits	which	the	issuer	may	wish	to	file,	which	
must	be	so	marked	as	to	indicate	clearly	the	subject	matters	to	which	they	refer.
Instruction to Item 17:
The issuer may redact information from exhibits required to be filed 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 specific provisions or terms of exhibits required to be filed by paragraph 6 or 7 of this Item, if the issuer
customarily and actually treats that information as private or confidential 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 first page of the redacted exhibit that certain identified
information has been excluded from the exhibit because it is both not material and is the type that the registrant
treats as private or confidential. The issuer also must include brackets indicating where the information is
omitted from the filed 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 confidentiality analyses. Upon evaluation of the issuer’s supplemental materials, the Commission or its staff
may require the issuer to amend its filing to include in the exhibit any previously redacted information that is
not adequately supported by the issuer’s analyses. The issuer may request confidential 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. After 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 chapter).

SIGNATURES
Pursuant	to	the	requirements	of	Regulation	A,	the	issuer	certifies	that	it	has	reasonable	grounds	to	believe	that	it	
meets	all	of	the	requirements	for	filing	on	Form	1-A	and	has	duly	caused	this	offering	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	specified	in	its	charter)	_________________________________________________	
By	(Signature	and	Title)	____________________________________________________________________	
29

This	offering	statement	has	been	signed	by	the	following	persons	in	the	capacities	and	on	the	dates	indicated.
(Signature)	___________________________________________________________	

	

	

	

(Title)	___________________________________________________	

	

	

	

	

	

(Date)	 ____________________	

	

	

	

	

	

	

	

	

	

	

Instructions to Signatures:
1. The offering statement must be signed by the issuer, its principal executive officer, principal financial
officer, principal accounting officer, 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 filed
with the offering statement, except where an executive officer signs on behalf of the issuer.
2. The offering statement must be signed using a typed signature. Each 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 section.
3. The name and title of each person signing the offering statement must be typed or printed beneath the
signature.

30

	


File Typeapplication/pdf
File TitleForm 1-A
SubjectSEC0486, Date.modified: 2021-06-24
AuthorU.S. Securities and Exchange Commission
File Modified2021-06-24
File Created2014-01-23

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