state regulatory review if the issuer elects to conduct a Tier 2
offering, and other significant changes summarized in Section II.
above.
    Regulation A is currently limited to offerings with an aggregate
offering price and aggregate sales of $5 million or less.\1095\ From
2009 through 2014, 158 issuers filed offering statements and 36
offering statements were qualified by the Commission, or an average of
approximately six qualified offering statements per year. Of the 36
offering statements that were qualified, 28 included financial
statements indicating that the issuer had total assets of $5 million or
less (as of the most recent balance sheet included in such issuer's
offering statement at the time of qualification), or an average of
approximately five qualified offering statements per year in which the
issuer indicated it had total assets of $5 million or less. Based on
these data, and for the reasons discussed above, we believe that at
least five small businesses will conduct offerings under Regulation A
per year.
---------------------------------------------------------------------------

    \1095\ As explained in Section II.B.3. above, aggregate sales
under Regulation A include prior sales generated from Regulation A
offerings that occurred in the 12 months preceding the current
offering.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping, and Other Compliance Requirements

    As discussed above in Section II., the final rules include
reporting, recordkeeping and other compliance requirements. In
particular, the final rules impose certain reporting requirements on
issuers offering and selling securities in a transaction relying on the
exemption provided by Section 3(b) and Regulation A. The final rules
require that issuers relying on the exemption file with the Commission
certain information specified in Form 1-A about the issuer and the
offering, including the issuer's contact information; use of proceeds
from the offering; price or method for calculating the price of the
securities being offered; business and business plan; property;
financial condition and results of operations; directors, officers,
significant employees and certain beneficial owners; material
agreements and contracts; and past securities sales.\1096\ Such issuers
are also required to provide information on the material factors that
make an investment in the issuer speculative or risky; dilution; the
plan of distribution for the offering; executive and director
compensation; conflicts of interest and related party transactions; and
financial statements. Similar to existing Regulation A, for Tier 1
offerings, Form 1-A does not require the financial statements to be
audited unless the issuer has already had them audited for another
purpose.
---------------------------------------------------------------------------

    \1096\ See discussion in Section II.C.3.b. above.
---------------------------------------------------------------------------

    As discussed above in Section II.E.1.c., issuers conducting Tier 2
offerings are also required to file annual reports on new Form 1-K,
semiannual updates on new Form 1-SA, current event reporting on new
Form 1-U, and to provide notice to the Commission of the termination of
their ongoing reporting obligations on new Form 1-Z.
    An issuer subject to the Tier 2 periodic and current event
reporting described above is required to provide information annually
on Form 1-K, including the issuer's business and business plan;
conflicts of interest and related party transactions; executive and
director compensation; financial condition and results of operations;
and audited financial statements. The semiannual update on Form 1-SA
consists primarily of unaudited, interim financial statements for the
issuer's first two fiscal quarters and information regarding the
issuer's financial condition and results of operations. The current
event reporting on Form 1-U requires issuers to disclose certain major
developments, including changes of control; changes in the principal
executive officer and principal financial officer; fundamental changes
in the nature of business; material transactions or corporate events;
unregistered sales of five percent or more of outstanding equity
securities; changes in the issuer's certifying accountant; and non-
reliance on previous financial statements.
    Form 1-Z is required for issuers in both Tier 1 and Tier 2
offerings to report summary information about a completed or terminated
Regulation A offering. Issuers conducting Tier 2 offerings also will be
subject to the additional provision in Form 1-Z that relates to the
voluntary termination of an issuer's continuous reporting obligations
under Tier 2; however, we expect its use by small entities will be
limited.
    Although we estimated in the Proposing Release that approximately
188 issuers would enter the proposed Tier 2 ongoing reporting regime
every year, we believe that very few small

businesses will do so. A small business under our rules will only be
required to file ongoing reports under Regulation A if it elects to
conduct a Tier 2 offering.

E. Agency Action To Minimize Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider significant
alternatives that would accomplish the stated objective of our
proposals, while minimizing any significant adverse impact on small
entities. In connection with the final amendments and rules, we
considered the following alternatives: (1) The establishment of
differing compliance or reporting requirements or timetables that take
into account the resources available to small entities; (2) the
clarification, consolidation or simplification of compliance and
reporting requirements under the rule for small entities; (3) the use
of performance rather than design standards; and (4) an exemption from
coverage of the rules, or any parts of the rules, for small entities.
    We considered whether it is necessary or appropriate to establish
different compliance or reporting requirements, timetables, or to
clarify, consolidate, or simplify compliance and reporting requirements
under the final rules for small entities. We have made several changes
from the proposal that may reduce compliance burdens on small entities.
For example, in response to public comment, the final rules provide for
the further scaling of disclosure items pertaining to executive
compensation and related party transactions for entities offering
securities pursuant to Tier 1, which are likely to be smaller entities.
    With respect to using performance rather than design standards, we
used performance standards to the extent appropriate under the statute.
For example, issuers have the flexibility to customize the presentation
of certain disclosures in their offering statements.\1097\
---------------------------------------------------------------------------

    \1097\ See Section II.C.3.b. above.
---------------------------------------------------------------------------

    We also considered whether there should be an exemption from
coverage of the rules, or any parts of the rules, for small entities.
As discussed above, we are adopting different compliance reporting
requirements for issuers that qualify $20 million or less in securities
annually under Tier 1. Those issuers, which are more likely to be small
entities, are not subject to ongoing reporting requirements and the
requirement to provide audited financial statements, although such
entities retain the flexibility to comply with more rigorous initial
and ongoing compliance obligations if they so choose. While audited
financial statements are not a Tier 1 requirement, in comparison to the
proposed rules, the final rules provide certain additional flexibility
as to the independence standards required to be followed by auditors of
financial statements for issuers of less than $20 million that conduct
Tier 1 offerings--to the extent an issuer elects to provide audited
financial statements--by allowing such auditors to comply with the
independence standards of either the AICPA or Article 2 of Regulation
S-X. We believe that further distinctions in compliance requirements
for Form 1-A users beyond the different sets of requirements for Tier 1
and Tier 2 issuers may lead to investor confusion or reduced investor
confidence in Regulation A offerings, especially considering that the
disclosure requirements are already less than what is required by Form
S-1 for registered offerings. Further, we anticipate that the burden
for preparing a Form 1-A should be less for companies at an earlier
stage of development and with less extensive operations that are likely
to be small entities.\1098\ For these reasons, we believe that small
entities should be covered by the final rules to the extent specified
above.
---------------------------------------------------------------------------

    \1098\ See discussion in Section IV.A.1. above.
---------------------------------------------------------------------------

VI. Statutory Basis and Text of Amendments

    The amendments and forms contained in this document are being
adopted under the authority set forth in Sections 3(b), 19 and 28 of
the Securities Act of 1933, as amended, Sections 12, 15, 23(a) and 36
of the Securities Exchange Act of 1934, as amended, and Section 304 of
the Trust Indenture Act of 1939, as amended.

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies), Organization and functions (Government
agencies).

17 CFR Parts 230, 232, 239, 240, 249, and 260

    Reporting and recordkeeping requirements, Securities.

    In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

0
1. The authority citation for part 200 is revised to read in part as
follows:

    Authority:  15 U.S.C. 77c, 77o, 77s, 77z-3, 77sss, 78d, 78d-1,
78d-2, 78o-4, 78w, 78ll(d), 78mm, 80a-37, 80b-11, 7202, and 7211 et
seq., unless otherwise noted.
* * * * *

0
2. Section 200.30-1 is amended by:
0
a. Revise paragraphs (b)(2) and (3); and
0
b. Add paragraph (b)(4).
    The revisions and addition read as follows:

Sec.  200.30-1  Delegation of authority to Director of Division of
Corporation Finance.

* * * * *
    (b) * * *
    (2) To determine the date and time of qualification for offering
statements and amendments to offering statements pursuant to Rule
252(e) (Sec.  230.252(e) of this chapter);
    (3) To consent to the withdrawal of an offering statement or to
declare an offering statement abandoned pursuant to Rule 259 (Sec.
230.259 of this chapter); and
    (4) To deny a Form 1-Z filing pursuant to Rule 257 (Sec.  230.257
of this chapter).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 is revised to read in part as
follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
4. In Sec.  230.157, paragraph (a) is revised to read as follows:

Sec.  230.157  Small entities under the Securities Act for purposes of
the Regulatory Flexibility Act.

* * * * *
    (a) When used with reference to an issuer, other than an investment
company, for purposes of the Securities Act of 1933, mean an issuer
whose total assets on the last day of its most recent fiscal year were
$5 million or less and that is engaged or proposing to engage in small
business financing. An issuer is considered to be engaged or proposing
to engage in small business financing under this section if it is
conducting or

proposes to conduct an offering of securities which does not exceed the
dollar limitation prescribed by section 3(b)(1) of the Securities Act.
* * * * *

0
5. Sections 230.251 through 230.263 are revised to read as follows:
Sec.
230.251 Scope of exemption.
230.252 Offering statement.
230.253 Offering circular.
230.254 Preliminary offering circular.
230.255 Solicitations of interest and other communications.
230.256 Definition of ``qualified purchaser''.
230.257 Periodic and current reporting; exit report.
230.258 Suspension of the exemption.
230.259 Withdrawal or abandonment of offering statements.
230.260 Insignificant deviations from a term, condition or
requirement of Regulation A.
230.261 Definitions.
230.262 Disqualification provisions.
230.263 Consent to service of process.

Sec.  230.251  Scope of exemption.

    (a) Tier 1 and Tier 2. A public offer or sale of eligible
securities, as defined in Rule 261 (Sec.  230.261), pursuant to
Regulation A shall be exempt under section 3(b) from the registration
requirements of the Securities Act of 1933 (the ``Securities Act'') (15
U.S.C. 77a et seq.).
    (1) Tier 1. Offerings pursuant to Regulation A in which the sum of
all cash and other consideration to be received for the securities
being offered (``aggregate offering price'') plus the gross proceeds
for all securities sold pursuant to other offering statements within
the 12 months before the start of and during the current offering of
securities (``aggregate sales'') does not exceed $20,000,000, including
not more than $6,000,000 offered by all selling securityholders that
are affiliates of the issuer (``Tier 1 offerings'').
    (2) Tier 2. Offerings pursuant to Regulation A in which the sum of
the aggregate offering price and aggregate sales does not exceed
$50,000,000, including not more than $15,000,000 offered by all selling
securityholders that are affiliates of the issuer (``Tier 2
offerings'').
    (3) Additional limitation on secondary sales in first year. The
portion of the aggregate offering price attributable to the securities
of selling securityholders shall not exceed 30% of the aggregate
offering price of a particular offering in:
    (i) The issuer's first offering pursuant to Regulation A; or
    (ii) Any subsequent Regulation A offering that is qualified within
one year of the qualification date of the issuer's first offering.

    Note to paragraph (a).  Where a mixture of cash and non-cash
consideration is to be received, the aggregate offering price must
be based on the price at which the securities are offered for cash.
Any portion of the aggregate offering price or aggregate sales
attributable to cash received in a foreign currency must be
translated into United States currency at a currency exchange rate
in effect on, or at a reasonable time before, the date of the sale
of the securities. If securities are not offered for cash, the
aggregate offering price or aggregate sales must be based on the
value of the consideration as established by bona fide sales of that
consideration made within a reasonable time, or, in the absence of
sales, on the fair value as determined by an accepted standard.
Valuations of non-cash consideration must be reasonable at the time
made. If convertible securities or warrants are being offered and
such securities are convertible, exercisable, or exchangeable within
one year of the offering statement's qualification or at the
discretion of the issuer, the underlying securities must also be
qualified and the aggregate offering price must include the actual
or maximum estimated conversion, exercise, or exchange price of such
securities.

    (b) Issuer. The issuer of the securities:
    (1) Is an entity organized under the laws of the United States or
Canada, or any State, Province, Territory or possession thereof, or the
District of Columbia, with its principal place of business in the
United States or Canada;
    (2) Is not subject to section 13 or 15(d) of the Securities
Exchange Act of 1934 (the ``Exchange Act'') (15 U.S.C. 78a et seq.)
immediately before the offering;
    (3) Is not a development stage company that either has no specific
business plan or purpose, or has indicated that its business plan is to
merge with or acquire an unidentified company or companies;
    (4) Is not an investment company registered or required to be
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et
seq.) or a business development company as defined in section 2(a)(48)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48));
    (5) Is not issuing fractional undivided interests in oil or gas
rights, or a similar interest in other mineral rights;
    (6) Is 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 the offering
statement;
    (7) Has filed with the Commission all reports required to be filed,
if any, pursuant to Rule 257 (Sec.  230.257) during the two years
before the filing of the offering statement (or for such shorter period
that the issuer was required to file such reports); and
    (8) Is not disqualified under Rule 262 (Sec.  230.262).
    (c) Integration with other offerings. Offers or sales made in
reliance on this Regulation A will not be integrated with:
    (1) Prior offers or sales of securities; or
    (2) Subsequent offers or sales of securities that are:
    (i) Registered under the Securities Act, except as provided in Rule
255(e) (Sec.  230.255(e));
    (ii) Exempt from registration under Rule 701 (Sec.  230.701);
    (iii) Made pursuant to an employee benefit plan;
    (iv) Exempt from registration under Regulation S (Sec. Sec.
230.901 through 203.905);
    (v) Made more than six months after the completion of the
Regulation A offering; or
    (vi) Exempt from registration under Section 4(a)(6) of the
Securities Act (15 U.S.C. 77d(a)(6)).

    Note to paragraph (c).  If these safe harbors do not apply,
whether subsequent offers and sales of securities will be integrated
with the Regulation A offering will depend on the particular facts
and circumstances.

    (d) Offering conditions--(1) Offers. (i) Except as allowed by Rule
255 (Sec.  230.255), no offer of securities may be made unless an
offering statement has been filed with the Commission.
    (ii) After the offering statement has been filed, but before it is
qualified:
    (A) Oral offers may be made;
    (B) Written offers pursuant to Rule 254 (Sec.  230.254) may be
made; and
    (C) Solicitations of interest and other communications pursuant to
Rule 255 (Sec.  230.255) may be made.
    (iii) Offers may be made after the offering statement has been
qualified, but any written offers must be accompanied with or preceded
by the most recent offering circular filed with the Commission for such
offering.
    (2) Sales. (i) No sale of securities may be made:
    (A) Until the offering statement has been qualified;
    (B) By issuers that are not currently required to file reports
pursuant to Rule 257(b) (Sec.  230.257(b)), until a Preliminary
Offering Circular is delivered at least 48 hours before the sale to any
person that before qualification of the offering statement had
indicated an interest in purchasing securities in the offering,
including those persons that responded to an issuer's solicitation of
interest materials; and
    (C) In a Tier 2 offering of securities that are not listed on a
registered

national securities exchange upon qualification, unless the purchaser
is either an accredited investor (as defined in Rule 501 (Sec.
230.501)) or the aggregate purchase price to be paid by the purchaser
for the securities (including the actual or maximum estimated
conversion, exercise, or exchange price for any underlying securities
that have been qualified) is no more than ten percent (10%) of the
greater of such purchaser's:
    (1) Annual income or net worth if a natural person (with annual
income and net worth for such natural person purchasers determined as
provided in Rule 501 (Sec.  230.501)); or
    (2) Revenue or net assets for such purchaser's most recently
completed fiscal year end if a non-natural person.

    Note to paragraph (d)(2)(i)(C).  When securities underlying
warrants or convertible securities are being qualified pursuant to
Tier 2 of Regulation A one year or more after the qualification of
an offering for which investment limitations previously applied,
purchasers of the underlying securities for which investment
limitations would apply at that later date may determine compliance
with the ten percent (10%) investment limitation using the
conversion, exercise, or exchange price to acquire the underlying
securities at that later time without aggregating such price with
the price of the overlying warrants or convertible securities.

    (D) The issuer may rely on a representation of the purchaser when
determining compliance with the ten percent (10%) investment limitation
in this paragraph (d)(2)(i)(C), provided that the issuer does not know
at the time of sale that any such representation is untrue.
    (ii) In a transaction that represents a sale by the issuer or an
underwriter, or a sale by a dealer within 90 calendar days after
qualification of the offering statement, each underwriter or dealer
selling in such transaction must deliver to each purchaser from it, not
later than two business days following the completion of such sale, a
copy of the Final Offering Circular, subject to the following
provisions:
    (A) If the sale was by the issuer and was not effected by or
through an underwriter or dealer, the issuer is responsible for
delivering the Final Offering Circular as if the issuer were an
underwriter;
    (B) For continuous or delayed offerings pursuant to paragraph
(d)(3) of this section, the 90 calendar day period for dealers shall
commence on the day of the first bona fide offering of securities under
such offering statement;
    (C) If the security is listed on a registered national securities
exchange, no offering circular need be delivered by a dealer more than
25 calendar days after the later of the qualification date of the
offering statement or the first date on which the security was bona
fide offered to the public;
    (D) No offering circular need be delivered by a dealer if the
issuer is subject, immediately prior to the time of the filing of the
offering statement, to the reporting requirements of Rule 257(b) (Sec.
230.257(b)); and
    (E) The Final Offering Circular delivery requirements set forth in
paragraph (d)(2)(ii) of this section may be satisfied by delivering a
notice to the effect that the sale was made pursuant to a qualified
offering statement that includes the uniform resource locator
(``URL''), which, in the case of an electronic-only offering, must be
an active hyperlink, where the Final Offering Circular, or the offering
statement of which such Final Offering Circular is part, may be
obtained on the Commission's Electronic Data Gathering, Analysis and
Retrieval System (``EDGAR'') and contact information sufficient to
notify a purchaser where a request for a Final Offering Circular can be
sent and received in response.
    (3) Continuous or delayed offerings. (i) Continuous or delayed
offerings may be made under this Regulation A, so long as the offering
statement pertains only to:
    (A) Securities that are to be offered or sold solely by or on
behalf of a person or persons other than the issuer, a subsidiary of
the issuer, or a person of which the issuer is a subsidiary;
    (B) Securities that are to be offered and sold pursuant to a
dividend or interest reinvestment plan or an employee benefit plan of
the issuer;
    (C) Securities that are to be issued upon the exercise of
outstanding options, warrants, or rights;
    (D) Securities that are to be issued upon conversion of other
outstanding securities;
    (E) Securities that are pledged as collateral; or
    (F) Securities the offering of which will be commenced within two
calendar days after the qualification date, will be made on a
continuous basis, may continue for a period in excess of 30 calendar
days from the date of initial qualification, and will be offered in an
amount that, at the time the offering statement is qualified, is
reasonably expected to be offered and sold within two years from the
initial qualification date. These securities may be offered and sold
only if not more than three years have elapsed since the initial
qualification date of the offering statement under which they are being
offered and sold; provided, however, that if a new offering statement
has been filed pursuant to this paragraph (d)(3)(i)(F), securities
covered by the prior offering statement may continue to be offered and
sold until the earlier of the qualification date of the new offering
statement or 180 calendar days after the third anniversary of the
initial qualification date of the prior offering statement. Before the
end of such three-year period, an issuer may file a new offering
statement covering the securities. The new offering statement must
include all the information that would be required at that time in an
offering statement relating to all offerings that it covers. Before the
qualification date of the new offering statement, the issuer may
include as part of such new offering statement any unsold securities
covered by the earlier offering statement by identifying on the cover
page of the new offering circular, or the latest amendment, the amount
of such unsold securities being included. The offering of securities on
the earlier offering statement will be deemed terminated as of the date
of qualification of the new offering statement. Securities may be sold
pursuant to this paragraph (d)(3)(i)(F) only if the issuer is current
in its annual and semiannual filings pursuant to Rule 257(b) (Sec.
230.257(b)), at the time of such sale.
    (ii) At the market offerings, by or on behalf of the issuer or
otherwise, are not permitted under this Regulation A. As used in this
paragraph (d)(3)(ii), the term at the market offering means an offering
of equity securities into an existing trading market for outstanding
shares of the same class at other than a fixed price.
    (e) Confidential treatment. A request for confidential treatment
may be made under Rule 406 (Sec.  230.406) for information required to
be filed, and Rule 83 (Sec.  200.83) for information not required to be
filed.
    (f) Electronic filing. Documents filed or otherwise provided to the
Commission pursuant to this Regulation A must be submitted in
electronic format by means of EDGAR in accordance with the EDGAR rules
set forth in Regulation S-T (17 CFR part 232).

Sec.  230.252  Offering statement.

    (a) Documents to be included. The offering statement consists of
the contents required by Form 1-A (Sec.  239.90 of this chapter) and
any other material information necessary to make the required
statements, in light of the circumstances under which they are made,
not misleading.

    (b) Paper, printing, language and pagination. Except as otherwise
specified in this rule, the requirements for offering statements are
the same as those specified in Rule 403 (Sec.  230.403) for
registration statements under the Act. No fee is payable to the
Commission upon either the submission or filing of an offering
statement on Form 1-A, or any amendment to an offering statement.
    (c) Signatures. 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, must sign the offering statement in the manner prescribed by Form
1-A. If a signature is by a person on behalf of any other person,
evidence of authority to sign must be filed, except where an executive
officer signs for the issuer.
    (d) Non-public submission. An issuer whose securities have not been
previously sold pursuant to a qualified offering statement under this
Regulation A or an effective registration statement under the
Securities Act may submit a draft offering statement to the Commission
for non-public review by the staff of the Commission before public
filing, provided that the offering statement shall not be qualified
less than 21 calendar days after the public filing with the Commission
of:
    (1) The initial non-public submission;
    (2) All non-public amendments; and
    (3) All non-public correspondence submitted by or on behalf of the
issuer to the Commission staff regarding such submissions (subject to
any separately approved confidential treatment request under Rule
251(e) (Sec.  230.251(e)).
    (e) Qualification. An offering statement and any amendment thereto
can be qualified only at such date and time as the Commission may
determine.
    (f) Amendments. (1)(i) Amendments to an offering statement must be
signed and filed with the Commission in the same manner as the initial
filing. Amendments to an offering statement must be filed under cover
of Form 1-A and must be numbered consecutively in the order in which
filed.
    (ii) Every amendment that includes amended audited financial
statements must include the consent of the certifying accountant to the
use of such accountant's certification in connection with the amended
financial statements in the offering statement or offering circular and
to being named as having audited such financial statements.
    (iii) Amendments solely relating to Part III of Form 1-A must
comply with the requirements of paragraph (f)(1)(i) of this section,
except that such amendments may be limited to Part I of Form 1-A, an
explanatory note, and all of the information required by Part III of
Form 1-A.
    (2) Post-qualification amendments must be filed in the following
circumstances for ongoing offerings:
    (i) At least every 12 months after the qualification date to
include the financial statements that would be required by Form 1-A as
of such date; or
    (ii) To reflect any facts or events arising after the qualification
date of the offering statement (or the most recent post-qualification
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the offering
statement.

Sec.  230.253  Offering circular.

    (a) Contents. An offering circular must include the information
required by Form 1-A for offering circulars.
    (b) Information that may be omitted. Notwithstanding paragraph (a)
of this section, a qualified offering circular may omit information
with respect to the public offering price, underwriting syndicate
(including any material relationships between the issuer or selling
securityholders and the unnamed underwriters, brokers or dealers),
underwriting discounts or commissions, discounts or commissions to
dealers, amount of proceeds, conversion rates, call prices and other
items dependent upon the offering price, delivery dates, and terms of
the securities dependent upon the offering date; provided, that the
following conditions are met:
    (1) The securities to be qualified are offered for cash.
    (2) The outside front cover page of the offering circular includes
a bona fide estimate of the range of the maximum offering price and the
maximum number of shares or other units of securities to be offered or
a bona fide estimate of the principal amount of debt securities
offered, subject to the following conditions:
    (i) The range must not exceed $2 for offerings where the upper end
of the range is $10 or less or 20% if the upper end of the price range
is over $10; and
    (ii) The upper end of the range must be used in determining the
aggregate offering price under Rule 251(a) (Sec.  230.251(a)).
    (3) The offering statement does not relate to securities to be
offered by competitive bidding.
    (4) The volume of securities (the number of equity securities or
aggregate principal amount of debt securities) to be offered may not be
omitted in reliance on this paragraph (b).

    Note to paragraph (b).  A decrease in the volume of securities
offered or a change in the bona fide estimate of the offering price
range from that indicated in the offering circular filed as part of
a qualified offering statement may be disclosed in the offering
circular filed with the Commission pursuant to Rule 253(g) (Sec.
230.253(g)), so long as the decrease in the volume of securities
offered or change in the price range would not materially change the
disclosure contained in the offering statement at qualification.
Notwithstanding the foregoing, any decrease in the volume of
securities offered and any deviation from the low or high end of the
price range may be reflected in the offering circular supplement
filed with the Commission pursuant to Rule 253(g)(1) or (3) (Sec.
230.253(g)(1) or (3)) if, in the aggregate, the decrease in volume
and/or change in price represent no more than a 20% change from the
maximum aggregate offering price calculable using the information in
the qualified offering statement. In no circumstances may this
paragraph be used to offer securities where the maximum aggregate
offering price would result in the offering exceeding the limit set
forth in Rule 251(a) (Sec.  230.251(a)) or if the change would
result in a Tier 1 offering becoming a Tier 2 offering. An offering
circular supplement may not be used to increase the volume of
securities being offered. Additional securities may only be offered
pursuant to a new offering statement or post-qualification amendment
qualified by the Commission.

    (c) Filing of omitted information. The information omitted from the
offering circular in reliance upon paragraph (b) of this section must
be contained in an offering circular filed with the Commission pursuant
to paragraph (g) of this section; except that if such offering circular
is not so filed by the later of 15 business days after the
qualification date of the offering statement or 15 business days after
the qualification of a post-qualification amendment thereto that
contains an offering circular, the information omitted in reliance upon
paragraph (b) of this section must be contained in a qualified post-
qualification amendment to the offering statement.
    (d) Presentation of information. (1) Information in the offering
circular must be presented in a clear, concise and understandable
manner and in a type size that is easily readable. Repetition of
information should be avoided; cross-referencing of information within
the document is permitted.
    (2) Where an offering circular is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents by presenting all required information in a format
readily communicated to investors.

    (e) Date. An offering circular must be dated approximately as of
the date it was filed with the Commission.
    (f) Cover page legend. The cover page of every offering circular
must display the following statement highlighted by prominent type or
in another manner:
    The United States Securities and Exchange Commission does not pass
upon the merits of or give its approval to any securities offered or
the terms of the offering, nor does it pass upon the accuracy or
completeness of any offering circular or other solicitation materials.
These securities are offered pursuant to an exemption from registration
with the Commission; however, the Commission has not made an
independent determination that the securities offered are exempt from
registration.
    (g) Offering circular supplements. (1) An offering circular that
discloses information previously omitted from the offering circular in
reliance upon Rule 253(b) (Sec.  230.253(b)) must be filed with the
Commission no later than two business days following the earlier of the
date of determination of the offering price or the date such offering
circular is first used after qualification in connection with a public
offering or sale.
    (2) An offering circular that reflects information other than that
covered in paragraph (g)(1) of this section that constitutes a
substantive change from or addition to the information set forth in the
last offering circular filed with the Commission must be filed with the
Commission no later than five business days after the date it is first
used after qualification in connection with a public offering or sale.
If an offering circular filed pursuant to this paragraph (g)(2)
consists of an offering circular supplement attached to an offering
circular that previously had been filed or was not required to be filed
pursuant to paragraph (g) of this section because it did not contain
substantive changes from an offering circular that previously was
filed, only the offering circular supplement need be filed under
paragraph (g) of this section, provided that the cover page of the
offering circular supplement identifies the date(s) of the related
offering circular and any offering circular supplements thereto that
together constitute the offering circular with respect to the
securities currently being offered or sold.
    (3) An offering circular that discloses information, facts or
events covered in both paragraphs (g)(1) and (2) of this section must
be filed with the Commission no later than two business days following
the earlier of the date of the determination of the offering price or
the date it is first used after qualification in connection with a
public offering or sale.
    (4) An offering circular required to be filed pursuant to paragraph
(g) of this section that is not filed within the time frames specified
in paragraphs (g)(1) through (3) of this section, as applicable, must
be filed pursuant to this paragraph (g)(4) as soon as practicable after
the discovery of such failure to file.
    (5) Each offering circular filed under this section must contain in
the upper right corner of the cover page the paragraphs of paragraphs
(g)(1) through (4) of this section under which the filing is made, and
the file number of the offering statement to which the offering
circular relates.

Sec.  230.254  Preliminary offering circular.

    After the filing of an offering statement, but before its
qualification, written offers of securities may be made if they meet
the following requirements:
    (a) Outside front cover page. The outside front cover page of the
material bears the caption Preliminary Offering Circular, the date of
issuance, and the following legend, which must be highlighted by
prominent type or in another manner:
    An offering statement pursuant to Regulation A relating to these
securities has been filed with the Securities and Exchange Commission.
Information contained in this Preliminary Offering Circular is subject
to completion or amendment. These securities may not be sold nor may
offers to buy be accepted before the offering statement filed with the
Commission is qualified. This Preliminary Offering Circular shall not
constitute an offer to sell or the solicitation of an offer to buy nor
may there be any sales of these securities in any state in which such
offer, solicitation or sale would be unlawful before registration or
qualification under the laws of any such state. We may elect to satisfy
our obligation to deliver a Final Offering Circular by sending you a
notice within two business days after the completion of our sale to you
that contains the URL where the Final Offering Circular or the offering
statement in which such Final Offering Circular was filed may be
obtained.
    (b) Other contents. The Preliminary Offering Circular contains
substantially the information required to be in an offering circular by
Form 1-A (Sec.  239.90 of this chapter), except that certain
information may be omitted under Rule 253(b) (Sec.  230.253(b)) subject
to the conditions set forth in such rule.
    (c) Filing. The Preliminary Offering Circular is filed as a part of
the offering statement.

Sec.  230.255  Solicitations of interest and other communications.

    (a) Solicitation of interest. At any time before the qualification
of an offering statement, including before the non-public submission or
public filing of such offering statement, an issuer or any person
authorized to act on behalf of an issuer may communicate orally or in
writing to determine whether there is any interest in a contemplated
securities offering. Such communications are deemed to be an offer of a
security for sale for purposes of the antifraud provisions of the
federal securities laws. No solicitation or acceptance of money or
other consideration, nor of any commitment, binding or otherwise, from
any person is permitted until qualification of the offering statement.
    (b) Conditions. The communications must:
    (1) State that no money or other consideration is being solicited,
and if sent in response, will not be accepted;
    (2) State that no offer to buy the securities can be accepted and
no part of the purchase price can be received until the offering
statement is qualified, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time before notice
of its acceptance given after the qualification date;
    (3) State that a person's indication of interest involves no
obligation or commitment of any kind; and
    (4) After the public filing of the offering statement:
    (i) State from whom a copy of the most recent version of the
Preliminary Offering Circular may be obtained, including a phone number
and address of such person;
    (ii) Provide the URL where such Preliminary Offering Circular, or
the offering statement in which such Preliminary Offering Circular was
filed, may be obtained; or
    (iii) Include a complete copy of the Preliminary Offering Circular.
    (c) Indications of interest. Any written communication under this
rule may include a means by which a person may indicate to the issuer
that such person is interested in a potential offering. This issuer may
require the name, address, telephone number, and/or email address in
any response form included pursuant to this paragraph (c).
    (d) Revised solicitations of interest. If solicitation of interest
materials are used after the public filing of the offering statement
and such solicitation of interest materials contain information

that is inaccurate or inadequate in any material respect, revised
solicitation of interest materials must be redistributed in a
substantially similar manner as such materials were originally
distributed. Notwithstanding the foregoing in this paragraph (d), if
the only information that is inaccurate or inadequate is contained in a
Preliminary Offering Circular provided with the solicitation of
interest materials pursuant to paragraphs (b)(4)(i) or (ii) of this
section, no such redistribution is required in the following
circumstances:
    (1) in the case of paragraph (b)(4)(i) of this section, the revised
Preliminary Offering Circular will be provided to any persons making
new inquiries and will be recirculated to any persons making any
previous inquiries; or
    (2) in the case of paragraph (b)(4)(ii) of this section, the URL
continues to link directly to the most recent Preliminary Offering
Circular or to the offering statement in which such revised Preliminary
Offering Circular was filed.
    (e) Abandoned offerings. Where an issuer decides to register an
offering under the Securities Act after soliciting interest in a
contemplated, but subsequently abandoned, Regulation A offering, the
abandoned Regulation A offering would not be subject to integration
with the registered offering if the issuer engaged in solicitations of
interest pursuant to this rule only to qualified institutional buyers
and institutional accredited investors permitted by Section 5(d) of the
Securities Act. If the issuer engaged in solicitations of interest to
persons other than qualified institutional buyers and institutional
accredited investors, an abandoned Regulation A offering would not be
subject to integration if the issuer (and any underwriter, broker,
dealer, or agent used by the issuer in connection with the proposed
offering) waits at least 30 calendar days between the last such
solicitation of interest in the Regulation A offering and the filing of
the registration statement with the Commission.

Sec.  230.256  Definition of ``qualified purchaser''.

    For purposes of Section 18(b)(3) of the Securities Act [15 U.S.C.
77r(b)(3)], a ``qualified purchaser'' means any person to whom
securities are offered or sold pursuant to a Tier 2 offering of this
Regulation A.

Sec.  230.257  Periodic and current reporting; exit report.

    (a) Tier 1: Exit report. Each issuer that has filed an offering
statement for a Tier 1 offering that has been qualified pursuant to
this Regulation A must file an exit report on Form 1-Z (Sec.  239.94 of
this chapter) not later than 30 calendar days after the termination or
completion of the offering.
    (b) Tier 2: Periodic and current reporting. Each issuer that has
filed an offering statement for a Tier 2 offering that has been
qualified pursuant to this Regulation A must file with the Commission
the following periodic and current reports:
    (1) Annual reports. An annual report on Form 1-K (Sec.  239.91 of
this chapter) for the fiscal year in which the offering statement
became qualified and for any fiscal year thereafter, unless the
issuer's obligation to file such annual report is suspended under
paragraph (d) of this section. Annual reports must be filed within the
period specified in Form 1-K.
    (2) Special financial report. (i) A special financial report on
Form 1-K or Form 1-SA if the offering statement did not contain the
following:
    (A) Audited financial statements for the issuer's most recent
fiscal year (or for the life of the issuer if less than a full fiscal
year) preceding the fiscal year in which the issuer's offering
statement became qualified; or
    (B) unaudited financial statements covering the first six months of
the issuer's current fiscal year if the offering statement was
qualified during the last six months of that fiscal year.
    (ii) The special financial report described in paragraph
(b)(2)(i)(A) of this section must be filed under cover of Form 1-K
within 120 calendar days after the qualification date of the offering
statement and must include audited financial statements for such fiscal
year or other period specified in that paragraph, as the case may be.
The special financial report described in paragraph (b)(2)(i)(B) of
this section must be filed under cover of Form 1-SA within 90 calendar
days after the qualification date of the offering statement and must
include the semiannual financial statements for the first six months of
the issuer's fiscal year, which may be unaudited.
    (iii) A special financial report must be signed in accordance with
the requirements of the form on which it is filed.
    (3) Semiannual report. A semiannual report on Form 1-SA (Sec.
239.92 of this chapter) within the period specified in Form 1-SA.
Semiannual reports must cover the first six months of each fiscal year
of the issuer, commencing with the first six months of the fiscal year
immediately following the most recent fiscal year for which full
financial statements were included in the offering statement, or, if
the offering statement included financial statements for the first six
months of the fiscal year following the most recent full fiscal year,
for the first six months of the following fiscal year.
    (4) Current reports. Current reports on Form 1-U (Sec.  239.93 of
this chapter) with respect to the matters and within the period
specified in that form, unless substantially the same information has
been previously reported to the Commission by the issuer under cover of
Form 1-K or Form 1-SA.
    (5) Reporting by successor issuers. Where in connection with a
succession by merger, consolidation, exchange of securities,
acquisition of assets or otherwise, securities of any issuer that is
not required to file reports pursuant to paragraph (b) of this section
are issued to the holders of any class of securities of another issuer
that is required to file such reports, the duty to file reports
pursuant to paragraph (b) of this section shall be deemed to have been
assumed by the issuer of the class of securities so issued. The
successor issuer must, after the consummation of the succession, file
reports in accordance with paragraph (b) of this section, unless that
issuer is exempt from filing such reports or the duty to file such
reports is terminated or suspended under paragraph (d) of this section.
    (c) Amendments. All amendments to the reports described in
paragraphs (a) and (b) of this section must be filed under cover of the
form amended, marked with the letter A to designate the document as an
amendment, e.g., ``1-K/A,'' and in compliance with pertinent
requirements applicable to such reports. Amendments filed pursuant to
this paragraph (c) must set forth the complete text of each item as
amended, but need not include any items that were not amended.
Amendments must be numbered sequentially and be filed separately for
each report amended. Amendments must be signed on behalf of the issuer
by a duly authorized representative of the issuer. An amendment to any
report required to include certifications as specified in the
applicable form must include new certifications by the appropriate
persons.
    (d) Suspension of duty to file reports. (1) The duty to file
reports under this rule shall be automatically suspended if and so long
as the issuer is subject to the duty to file reports required by
section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 15 U.S.C.
78o).
    (2) The duty to file reports under paragraph (b) of this section
with respect to a class of securities held of

record (as defined in Rule 12g5-1 (Sec.  240.12g5-1 of this chapter))
by less than 300 persons, or less than 1,200 persons for a bank (as
defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c(a)(6)),
or a bank holding company (as defined in section 2 of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841)), shall be suspended for such
class of securities immediately upon filing with the Commission an exit
report on Form 1-Z (Sec.  239.94 of this chapter) if the issuer of such
class has filed all reports due pursuant to this rule before the date
of such Form 1-Z filing for the shorter of:
    (i) The period since the issuer became subject to such reporting
obligation; or
    (ii) Its most recent three fiscal years and the portion of the
current year preceding the date of filing Form 1-Z.
    (3) For the purposes of paragraph (d)(2) of this section, the term
class shall be construed to include all securities of an issuer that
are of substantially similar character and the holders of which enjoy
substantially similar rights and privileges. If the Form 1-Z is
subsequently withdrawn or if it is denied because the issuer was
ineligible to use the form, the issuer must, within 60 calendar days,
file with the Commission all reports which would have been required if
such exit report had not been filed. If the suspension resulted from
the issuer's merger into, or consolidation with, another issuer or
issuers, the notice must be filed by the successor issuer.
    (4) The ability to suspend reporting, as described in paragraph
(d)(2) of this section, is not available for any class of securities
if:
    (i) During that fiscal year a Tier 2 offering statement was
qualified;
    (ii) The issuer has not filed an annual report under this rule or
the Exchange Act for the fiscal year in which a Tier 2 offering
statement was qualified; or
    (iii) Offers or sales of securities of that class are being made
pursuant to a Tier 2 Regulation A offering.
    (e) Termination of duty to file reports. If the duty to file
reports is suspended pursuant to paragraph (d)(1) of this section and
such suspension ends because the issuer terminates or suspends its duty
to file reports under the Exchange Act, the issuer's obligation to file
reports under paragraph (b) of this section shall:
    (1) Automatically terminate if the issuer is eligible to suspend
its duty to file reports under paragraphs (d)(2) and (3) of this
section; or
    (2) Recommence with the report covering the most recent financial
period after that included in any effective registration statement or
filed Exchange Act report.

Sec.  230.258  Suspension of the exemption.

    (a) Suspension. The Commission may at any time enter an order
temporarily suspending a Regulation A exemption if it has reason to
believe that:
    (1) No exemption is available or any of the terms, conditions or
requirements of Regulation A have not been complied with;
    (2) The offering statement, any sales or solicitation of interest
material, or any report filed pursuant to Rule 257 (Sec.  230.257)
contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in light
of the circumstances under which they are made, not misleading;
    (3) The offering is being made or would be made in violation of
section 17 of the Securities Act;
    (4) An event has occurred after the filing of the offering
statement that would have rendered the exemption hereunder unavailable
if it had occurred before such filing;
    (5) Any person specified in Rule 262(a) (Sec.  230.262(a)) has been
indicted for any crime or offense of the character specified in Rule
262(a)(1) (Sec.  230.262(a)(1)), or any proceeding has been initiated
for the purpose of enjoining any such person from engaging in or
continuing any conduct or practice of the character specified in Rule
262(a)(2) (Sec.  230.262(a)(2)), or any proceeding has been initiated
for the purposes of Rule 262(a)(3)-(8) (Sec.  230.262(a)(3) through
(8)); or
    (6) The issuer or any promoter, officer, director, or underwriter
has failed to cooperate, or has obstructed or refused to permit the
making of an investigation by the Commission in connection with any
offering made or proposed to be made in reliance on Regulation A.
    (b) Notice and hearing. Upon the entry of an order under paragraph
(a) of this section, the Commission will promptly give notice to the
issuer, any underwriter, and any selling securityholder:
    (1) That such order has been entered, together with a brief
statement of the reasons for the entry of the order; and
    (2) That the Commission, upon receipt of a written request within
30 calendar days after the entry of the order, will, within 20 calendar
days after receiving the request, order a hearing at a place to be
designated by the Commission.
    (c) Suspension order. If no hearing is requested and none is
ordered by the Commission, an order entered under paragraph (a) of this
section shall become permanent on the 30th calendar day after its entry
and shall remain in effect unless or until it is modified or vacated by
the Commission. Where a hearing is requested or is ordered by the
Commission, the Commission will, after notice of and opportunity for
such hearing, either vacate the order or enter an order permanently
suspending the exemption.
    (d) Permanent suspension. The Commission may, at any time after
notice of and opportunity for hearing, enter an order permanently
suspending the exemption for any reason upon which it could have
entered a temporary suspension order under paragraph (a) of this
section. Any such order shall remain in effect until vacated by the
Commission.
    (e) Notice procedures. All notices required by this rule must be
given by personal service, registered or certified mail to the
addresses given by the issuer, any underwriter and any selling
securityholder in the offering statement.

Sec.  230.259  Withdrawal or abandonment of offering statements.

    (a) Withdrawal. If none of the securities that are the subject of
an offering statement has been sold and such offering statement is not
the subject of a proceeding under Rule 258 (Sec.  230.258), the
offering statement may be withdrawn with the Commission's consent. The
application for withdrawal must state the reason the offering statement
is to be withdrawn and must be signed by an authorized representative
of the issuer. Any withdrawn document will remain in the Commission's
files, as well as the related request for withdrawal.
    (b) Abandonment. When an offering statement has been on file with
the Commission for nine months without amendment and has not become
qualified, the Commission may, in its discretion, declare the offering
statement abandoned. If the offering statement has been amended, the
nine-month period shall be computed from the date of the latest
amendment.

Sec.  230.260  Insignificant deviations from a term, condition or
requirement of Regulation A.

    (a) Failure to comply. A failure to comply with a term, condition
or requirement of Regulation A will not result in the loss of the
exemption from the requirements of section 5 of the Securities Act for
any offer or sale to a particular individual or entity, if the person
relying on the exemption establishes that:
    (1) The failure to comply did not pertain to a term, condition or

requirement directly intended to protect that particular individual or
entity;
    (2) The failure to comply was insignificant with respect to the
offering as a whole, provided that any failure to comply with Rule
251(a), (b), and (d)(1) and (3) (Sec.  230.251(a), (b), and (d)(1) and
(3)) shall be deemed to be significant to the offering as a whole; and
    (3) A good faith and reasonable attempt was made to comply with all
applicable terms, conditions and requirements of Regulation A.
    (b) Action by Commission. A transaction made in reliance upon
Regulation A must comply with all applicable terms, conditions and
requirements of the regulation. Where an exemption is established only
through reliance upon paragraph (a) of this section, the failure to
comply shall nonetheless be actionable by the Commission under section
20 of the Securities Act.
    (c) Suspension. This provision provides no relief or protection
from a proceeding under Rule 258 (Sec.  230.258).

Sec.  230.261  Definitions.

    As used in this Regulation A, all terms have the same meanings as
in Rule 405 (Sec.  230.405), except that all references to registrant
in those definitions shall refer to the issuer of the securities to be
offered and sold under Regulation A. In addition, these terms have the
following meanings:
    (a) Affiliated issuer. An affiliate (as defined in Rule 501 (Sec.
230.501)) of the issuer that is issuing securities in the same
offering.
    (b) Business day. Any day except Saturdays, Sundays or United
States federal holidays.
    (c) Eligible securities. Equity securities, debt securities, and
securities convertible or exchangeable to equity interests, including
any guarantees of such securities, but not including asset-backed
securities as such term is defined in Item 1101(c) of Regulation AB.
    (d) Final order. A written directive or declaratory statement
issued by a federal or state agency described in Rule 262(a)(3) (Sec.
230.262(a)(3)) under applicable statutory authority that provides for
notice and an opportunity for hearing, which constitutes a final
disposition or action by that federal or state agency.
    (e) Final offering circular. The more recent of: the current
offering circular contained in a qualified offering statement; and any
offering circular filed pursuant to Rule 253(g) (Sec.  230.253(g)). If,
however, the issuer is relying on Rule 253(b) ((Sec.  230.253(b)), the
Final Offering Circular is the most recent of the offering circular
filed pursuant to Rule 253(g)(1) or (3) (Sec.  230.253(g)(1) or (3))
and any subsequent offering circular filed pursuant to Rule 253(g)
(Sec.  230.253(g)).
    (f) Offering statement. An offering statement prepared pursuant to
Regulation A.
    (g) Preliminary offering circular. The offering circular described
in Rule 254 (Sec.  230.254).

Sec.  230.262  Disqualification provisions.

    (a) Disqualification events. No exemption under this Regulation A
shall be available for a sale of securities if the issuer; any
predecessor of the issuer; any affiliated issuer; any director,
executive officer, other officer participating in the offering, general
partner or managing member of the issuer; any beneficial owner of 20%
or more of the issuer's outstanding voting equity securities,
calculated on the basis of voting power; any promoter connected with
the issuer in any capacity at the time of filing, any offer after
qualification, or such sale; any person that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in
connection with such sale of securities; any general partner or
managing member of any such solicitor; or any director, executive
officer or other officer participating in the offering of any such
solicitor or general partner or managing member of such solicitor:
    (1) Has been convicted, within ten years before the filing of the
offering statement (or five years, in the case of issuers, their
predecessors and affiliated issuers), of any felony or misdemeanor:
    (i) In connection with the purchase or sale of any security;
    (ii) Involving the making of any false filing with the Commission;
or
    (iii) Arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment adviser or paid
solicitor of purchasers of securities;
    (2) Is subject to any order, judgment or decree of any court of
competent jurisdiction, entered within five years before the filing of
the offering statement, that, at the time of such filing, restrains or
enjoins such person from engaging or continuing to engage in any
conduct or practice:
    (i) In connection with the purchase or sale of any security;
    (ii) Involving the making of any false filing with the Commission;
or
    (iii) Arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment adviser or paid
solicitor of purchasers of securities;
    (3) Is subject to a final order (as defined in Rule 261 (Sec.
230.261)) of a state securities commission (or an agency or officer of
a state performing like functions); a state authority that supervises
or examines banks, savings associations, or credit unions; a state
insurance commission (or an agency or officer of a state performing
like functions); an appropriate federal banking agency; the U.S.
Commodity Futures Trading Commission; or the National Credit Union
Administration that:
    (i) At the time of the filing of the offering statement, bars the
person from:
    (A) Association with an entity regulated by such commission,
authority, agency, or officer;
    (B) Engaging in the business of securities, insurance or banking;
or
    (C) Engaging in savings association or credit union activities; or
    (ii) Constitutes a final order based on a violation of any law or
regulation that prohibits fraudulent, manipulative, or deceptive
conduct entered within ten years before such filing of the offering
statement;
    (4) Is subject to an order of the Commission entered pursuant to
section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15
U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment
Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of
the filing of the offering statement:
    (i) Suspends or revokes such person's registration as a broker,
dealer, municipal securities dealer or investment adviser;
    (ii) Places limitations on the activities, functions or operations
of such person; or
    (iii) Bars such person from being associated with any entity or
from participating in the offering of any penny stock;
    (5) Is subject to any order of the Commission entered within five
years before the filing of the offering statement that, at the time of
such filing, orders the person to cease and desist from committing or
causing a violation or future violation of:
    (i) Any scienter-based anti-fraud provision of the federal
securities laws, including without limitation section 17(a)(1) of the
Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the
Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-
5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C.
78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940
(15 U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or

    (ii) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).
    (6) Is suspended or expelled from membership in, or suspended or
barred from association with a member of, a registered national
securities exchange or a registered national or affiliated securities
association for any act or omission to act constituting conduct
inconsistent with just and equitable principles of trade;
    (7) Has filed (as a registrant or issuer), or was or was named as
an underwriter in, any registration statement or offering statement
filed with the Commission that, within five years before the filing of
the offering statement, was the subject of a refusal order, stop order,
or order suspending the Regulation A exemption, or is, at the time of
such filing, the subject of an investigation or proceeding to determine
whether a stop order or suspension order should be issued; or
    (8) Is subject to a United States Postal Service false
representation order entered within five years before the filing of the
offering statement, or is, at the time of such filing, subject to a
temporary restraining order or preliminary injunction with respect to
conduct alleged by the United States Postal Service to constitute a
scheme or device for obtaining money or property through the mail by
means of false representations.
    (b) Transition, waivers, reasonable care exception. Paragraph (a)
of this section shall not apply:
    (1) With respect to any order under Sec.  230.262(a)(3) or (5) that
occurred or was issued before June 19, 2015;
    (2) Upon a showing of good cause and without prejudice to any other
action by the Commission, if the Commission determines that it is not
necessary under the circumstances that an exemption be denied;
    (3) If, before the filing of the offering statement, the court or
regulatory authority that entered the relevant order, judgment or
decree advises in writing (whether contained in the relevant judgment,
order or decree or separately to the Commission or its staff) that
disqualification under paragraph (a) of this section should not arise
as a consequence of such order, judgment or decree; or
    (4) If the issuer establishes that it did not know and, in the
exercise of reasonable care, could not have known that a
disqualification existed under paragraph (a) of this section.

    Note to paragraph (b)(4).  An issuer will not be able to
establish that it has exercised reasonable care unless it has made,
in light of the circumstances, factual inquiry into whether any
disqualifications exist. The nature and scope of the factual inquiry
will vary based on the facts and circumstances concerning, among
other things, the issuer and the other offering participants.

    (c) Affiliated issuers. For purposes of paragraph (a) of this
section, events relating to any affiliated issuer that occurred before
the affiliation arose will be not considered disqualifying if the
affiliated entity is not:
    (1) In control of the issuer; or
    (2) Under common control with the issuer by a third party that was
in control of the affiliated entity at the time of such events.
    (d) Disclosure of prior ``bad actor'' events. The issuer must
include in the offering circular a description of any matters that
would have triggered disqualification under paragraphs (a)(3) and (5)
of this section but occurred before June 19, 2015. The failure to
provide such information shall not prevent an issuer from relying on
Regulation A if the issuer establishes that it did not know and, in the
exercise of reasonable care, could not have known of the existence of
the undisclosed matter or matters.

Sec.  230.263  Consent to service of process.

    (a) If the issuer is not organized under the laws of any of the
states or territories of the United States of America, it shall furnish
to the Commission a written irrevocable consent and power of attorney
on Form F-X (Sec.  239.42 of this chapter) at the time of filing the
offering statement required by Rule 252 (Sec.  230.252).
    (b) Any change to the name or address of the agent for service of
the issuer shall be communicated promptly to the Commission through
amendment of the requisite form and referencing the file number of the
relevant offering statement.
0
6. Section 230.505(b)(2)(iii)(A) and (B) are revised to read as
follows:

Sec.  230.505  Exemption for limited offers and sales of securities not
exceeding $5,000,000.

* * * * *
    (b) * * *
    (2) * * *
    (iii) * * *
    (A) The term filing of the offering statement as used in Sec.
230.262 shall mean the first sale of securities under this section;
    (B) The term underwriter as used in Sec.  230.262(a) shall mean a
person that has been or will be paid directly or indirectly
remuneration for solicitation of purchasers in connection with sales of
securities under this section; and
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
7. The authority citation for part 232 is revised to read in part as
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *

0
8. Section 232.101 is amended by:
0
a. Revising paragraph (a)(1)(vii), (xv), and (xvi), and (c)(6);
0
b. Adding paragraph (a)(1)(xvii); and
0
c. Removing and reserving paragraph (b)(8).
    The revisions and addition read as follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (vii) Form F-X (Sec.  239.42 of this chapter) when filed in
connection with a Form CB (Sec. Sec.  239.800 and 249.480 of this
chapter) or a Form 1-A (Sec.  239.90 of this chapter);
* * * * *
    (xv) Form ABS-EE (Sec.  249.1401 of this chapter);
    (xvi) Form ABS-15G (as defined in Sec.  249.1400 of this chapter);
and
    (xvii) Filings made pursuant to Regulation A (Sec. Sec.  230.251-
230.263 of this chapter).
* * * * *
    (c) * * *
    (6) Filings on Form 144 (Sec.  239.144 of this chapter) where the
issuer of the securities is not subject to the reporting requirements
of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d),
respectively).
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
9. The authority citation for part 239 is revised to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37, unless otherwise noted.
* * * * *

0
10. Amend Form 1-A (referenced in Sec.  239.90) by revising it to read
as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-A

REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933

GENERAL INSTRUCTIONS

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

    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 $50 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 $15 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 is limited to the following items:
    (1) Items 2-14 of Part II if following the Offering Circular
format;
    (2) Items 3-11 (other than Item 11(e)) of Form S-1 if following the
Part I of Form S-1 format; or
    (3) Items 3-26, 28, and 30 of Form S-11 if following the Part I of
Form S-11 format.
    (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 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.
* * * * *
[ballot] 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:------------------------------------------------------------------

Address:---------------------------------------------------------------

Telephone: (__)--------------------------------------------------------

Provide up to two email 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
email addresses are not required to remain active:---------------------

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

Financial Statements

Industry Group (select one): [ballot] Banking [ballot] Insurance
[ballot] 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:------------------------------------------

Income Statement 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:----------------------------------------------------------

Accounts Payable and Accrued Liabilities:------------------------------

Deposits:--------------------------------------------------------------

Long Term Debt:--------------------------------------------------------

Total Liabilities:-----------------------------------------------------

Total Stockholders' Equity:--------------------------------------------

Total Liabilities and Equity:------------------------------------------

Income Statement 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:------------------------------------------

Income Statement 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 trading
                    Name of class (if any)     Units outstanding        CUSIP (if any)      center or quotation
                                                                                medium (if any)
----------------------------------------------------------------------------------------------------------------
Common Equity       ......................  ......................  .....................  .....................
Preferred Equity    ......................  ......................  .....................  .....................
Debt Securities     ......................  ......................  .....................  .....................
----------------------------------------------------------------------------------------------------------------

ITEM 2. Issuer Eligibility

[ballot] 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 subject to section 13 or 15(d) of the Securities
Exchange Act of 1934.
     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.
     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

[ballot] 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.
[ballot] 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:
[ballot] Tier 1 [ballot] Tier 2
    Check the appropriate box to indicate whether the annual financial
statements have been audited:
[ballot] Unaudited [ballot] Audited
    Types of Securities Offered in this Offering Statement (select all
that apply):
    [ballot] Equity (common or preferred stock)
    [ballot] Debt
    [ballot] Option, warrant or other right to acquire another security
    [ballot] Security to be acquired upon exercise of option, warrant
or other right to acquire security
    [ballot] Tenant-in-common securities
    [ballot] Other (describe)______
    Does the issuer intend to offer the securities on a delayed or
continuous basis pursuant to Rule 251(d)(3)?
Yes [ballot] No [ballot]
    Does the issuer intend this offering to last more than one year?
Yes [ballot] No [ballot]
    Does the issuer intend to price this offering after qualification
pursuant to Rule 253(b)?
Yes [ballot] No [ballot]
    Will the issuer be conducting a best efforts offering?
Yes [ballot] No [ballot]
    Has the issuer used solicitation of interest communications in
connection with the proposed offering?
Yes [ballot] No [ballot]
    Does the proposed offering involve the resale of securities by
affiliates of the issuer?
Yes [ballot] No [ballot]
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:
$______
    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:

------------------------------------------------------------------------
                                   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.]

    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:
[ballot] None
[ballot] 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

[ballot] 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)).
(e) 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, 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.

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, Web site 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.

----------------------------------------------------------------------------------------------------------------
                                                         Underwriting
                                   Price to public       discount and     Proceeds to issuer   Proceeds to other
                                                          commissions                               persons
----------------------------------------------------------------------------------------------------------------
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.

----------------------------------------------------------------------------------------------------------------
                                                         Underwriting
                                   Price to public       discount and     Proceeds to issuer   Proceeds to other
                                                          commissions                               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.
    (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.

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 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 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) If material, the estimated amount spent during each of the
last two fiscal years on company-sponsored research and development
activities determined in accordance with generally accepted accounting
principles. In addition, state, if material, the estimated dollar
amount spent during each of such years on material customer-sponsored
research activities relating to the development of new products,
services or techniques or the improvement of existing products,
services or techniques.
    (iv) The total number of persons employed by the issuer, indicating
the number employed full time.
    (v) Any bankruptcy, receivership or similar proceeding.
    (vi) Any legal proceedings material to the business or 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) Segment Data. If the issuer is required by generally accepted
accounting principles to include segment information in its financial
statements, an appropriate cross-reference must be included in the
description of business.
    (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

    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.
    Instruction to Item 8:
    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 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 an income statement 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:

----------------------------------------------------------------------------------------------------------------
                                                                                Approximate hours per
                  Name                      Position      Age     Term of Office \(1)\     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.
    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