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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
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:

SEC 486 (9-21)

Potential 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.

(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 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.

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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 assertions 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:

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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:
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

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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:
Investment Securities:
Loans:
Property and Equipment:
Total Assets:
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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:

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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):
Outstanding Securities
Name of Class
(if any)

Units
Outstanding

CUSIP (if any)

Name of Trading
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 Company Act of 1940.

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•

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.

•

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).

ITEM 3.

Application of Rule 262

☐ Check this box to certify that, as of the time of this filing, each person described in Rule 262
of Regulation 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 statement.
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)

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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.
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:
$

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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: $
four preceding paragraphs).

(the sum of the aggregate offering price and aggregate sales in the

Anticipated fees in connection with this offering and names of service providers:
Name of Service Provider

Fees

Underwriters:

$

Sales Commissions:

$

Finders’ Fees:

$

Audit:

$

Legal:

$

Promoters:

$

Blue Sky Compliance:

$

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

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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.
[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 director, 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

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(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, selected financial data, 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 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
investment 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.

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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 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
discount and
commissions

Per share/unit:
Total:

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Proceeds to
issuer

Proceeds to
other persons

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
discount and
commissions

Proceeds to
issuer

Proceeds to
other persons

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.
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.

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(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.
(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.

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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 security holder, 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 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.

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(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

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from whom they are to be acquired and set 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]
(iv) The total number of persons employed by the issuer, indicating the number
employed full time.
(v) Any bankruptcy, receivership or similar proceeding.
issuer.

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

(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.

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(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.
(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.
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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 generally 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 year-to-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.

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(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:
Name

Position

Age

Term of Office(1)

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

Executive Officers:
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.

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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 significant 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).

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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.
Name

Capacities in which
compensation was received
(e.g., Chief Executive
Officer, director, etc. ($)

Cash
compensation
($)

Other
compensation
($)

Total
compensation
($)

(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.
Instructions to Item 11:
1. In case of compensation paid or to be paid otherwise than in cash, if it is
impracticable to determine the cash value thereof, state in a note to the table the nature and
amount thereof.
2. This item is to be answered on an accrual basis if practicable; if not so answered, state
the basis used.
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:

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(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 Amount and nature
of beneficial
of beneficial
owner(1)
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
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

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(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-inlaw, 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
(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.

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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.

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(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 resources of the issuer or other factors are such as to make it unlikely that
the liability will ever be imposed.
(3) If preferred stock is to be 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 securities or rights;
(2) the period during which and the price at which the warrants, convertible securities or
rights are exercisable;
(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.
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(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 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
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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.
(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 and Disclosure About Other Entities. The circumstances
described below may require you to file financial statements of, or provide disclosures about,
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
statements of other entities shall follow the same audit requirement as paragraph (b)(2) of this
Part F/S:
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(i) Financial Statements of and Disclosures About Guarantors and Issuers of
Guaranteed Securities. The requirements of Rule 3-10 of Regulation S-X are applicable to
financial statements of a subsidiary that issues securities guaranteed by the parent company or
guarantees securities issued by the parent company. However, the reference in Rule 3-10(a) of
Regulation S-X to “an issuer or guarantor of a guaranteed security that is registered or being
registered is required to file financial statements required by Regulation S-X with respect to the
guarantee or guaranteed security” instead refers to “an issuer or guarantor of a guaranteed
security that is qualified or being qualified pursuant to Regulation A is required to file financial
statements required by Part F/S of Form 1-A with respect to the guarantee or guaranteed
security.” The definition of “parent company” is the same as in Rule 3-10(b)(1) of Regulation
S-X, except that Rule 3-10(b)(1)(ii) instead reads as follows: “Is, or as a result of the subject
offering statement will be, required to file reports with the Commission pursuant to Rule 257(b)
of Regulation A (§§ 230.251-230.263), or is an Exchange Act reporting company.” The parent
company must also provide the disclosures required by Rule 13-01 of Regulation S-X. The
parent company may elect to provide these disclosures in a footnote to its consolidated financial
statements or alternatively, in management’s discussion and analysis of financial condition and
results of operations described in Item 9 of Form 1-A in its offering statement on Form 1-A filed
in connection with the offer and sale of the subject securities.
(ii) Financial Statements of and Disclosures About Affiliates Whose Securities
Collateralize an Issuance. The requirements of Rules 3-16 or 13-02 of Regulation S-X are
applicable if an issuer’s securities that are qualified or being qualified pursuant to Regulation A
are collateralized by the securities of the issuer’s affiliates. Rule 13-02 of Regulation S-X must
be followed unless Rule 3-16 of Regulation S-X applies. The issuer may elect to provide the
disclosures specified in Rule 13-02 of Regulation S-X in a footnote to its consolidated financial
statements or alternatively, in management’s discussion and analysis of financial condition and
results of operations described in Item 9 of Form 1-A in its offering statement on Form 1-A filed
in connection with the offer and sale of the subject securities.
(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 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.
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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 applicable, 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 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.

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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

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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.
(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.

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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 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
17. Subsidiary guarantors and issuers of guaranteed securities and affiliates whose
securities collateralize securities of the issuer. List each of the entities in paragraphs (a) and (b)
below under an appropriately captioned heading that identifies the associated securities. An
entity need not be listed more than once so long as its role as issuer, co-issuer, or guarantor of a
guaranteed security and/or as affiliate whose security is pledged as collateral for an issuer’s
security is clearly indicated with respect to each applicable security:
(a) For an issuer that is the parent company (as that term is defined in paragraph
(b)(7)(i) of Part F/S) and subject to § 210.13-01 as described in paragraph (b)(7)(i) of Part F/S,
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each of the issuer’s subsidiaries that is a guarantor, issuer, or co-issuer of the guaranteed security
for which the issuer is required to file reports with the Commission pursuant to Rule 257(b) of
Regulation A, or is an Exchange Act reporting company subject to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, or the offer and sale of which is qualified or being
qualified pursuant to Regulation A; and
(b) For an issuer that is subject to § 210.13-02 as described in paragraph (b)(7)(i) of
Part F/S, each of the issuer’s affiliates whose security is pledged as collateral for the issuer’s
security for which the issuer is required to file reports with the Commission pursuant to Rule
257(b) of Regulation A, or is an Exchange Act reporting company subject to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, or the offer and sale of which is qualified
or being qualified pursuant to Regulation A. For each affiliate, also identify the security or
securities pledged as collateral.
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).

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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)
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.

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