(2) Such person was convicted in a criminal proceeding (excluding
traffic violations and other minor offenses).

Item 11. Compensation of Directors and Executive Officers

    (a) Provide, in substantially the tabular format indicated, the
annual compensation of each of the three highest paid persons who were
executive officers or directors during the issuer's last completed
fiscal year.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                Capacities in which compensation was received  (e.g.,    Cash  compensation    Other  compensation   Total compensation
            Name                      Chief Executive Officer, director, etc.)                   ($)                   ($)                   ($)
--------------------------------------------------------------------------------------------------------------------------------------------------------
                              ........................................................  ....................  ....................  ....................
                              ........................................................  ....................  ....................  ....................
                              ........................................................  ....................  ....................  ....................
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (b) Provide the aggregate annual compensation of the issuer's
directors as a group for the issuer's last completed fiscal year.
Specify the total number of directors in the group.
    (c) For Tier 1 offerings, the annual compensation of the three
highest paid persons who were executive officers or directors and the
aggregate annual compensation of the issuer's directors may be provided
as a group, rather than as specified in paragraphs (a) and (b) of this
item. In such case, issuers must specify the total number of persons in
the group.
    (d) Briefly describe all proposed compensation to be made in the
future pursuant to any ongoing plan or arrangement to the individuals
specified in paragraphs (a) and (b) of this item. The description must
include a summary of how each plan operates, any performance formula or
measure in effect (or the criteria used to determine payment amounts),
the time periods over which the measurements of benefits will be
determined, payment schedules, and any recent material amendments to
the plan. Information need not be included with respect to any group
life, health, hospitalization, or medical reimbursement plans that do
not discriminate in scope, terms or operation in favor of executive
officers or directors of the issuer and that are available generally to
all salaried employees.
    Instructions to Item 11:
    1. In case of compensation paid or to be paid otherwise than in
cash, if it is impracticable to determine the cash value thereof, state
in a note to the table the nature and amount thereof.
    2. This item is to be answered on an accrual basis if practicable;
if not so answered, state the basis used.

Item 12. Security Ownership of Management and Certain Securityholders

    (a) Include the information specified in paragraph (b) of this item
as of the most recent practicable date (stating the date used), in
substantially the tabular format indicated, with respect to voting
securities beneficially owned by:
    (1) all executive officers and directors as a group, individually
naming each

director or executive officer who beneficially owns more than 10% of
any class of the issuer's voting securities;
    (2) any other securityholder who beneficially owns more than 10% of
any class of the issuer's voting securities as such beneficial
ownership would be calculated if the issuer were subject to Rule 13d-
3(d)(1) of the Securities Exchange Act of 1934.
    (b) Beneficial Ownership Table:

----------------------------------------------------------------------------------------------------------------
                        Name and address of                           Amount and nature of
    Title of class        beneficial owner     Amount and nature of   beneficial ownership    Percent of class
                               \(1)\           beneficial ownership     acquirable \(2)\            \(3)\
----------------------------------------------------------------------------------------------------------------
                       .....................  .....................  .....................  ....................
----------------------------------------------------------------------------------------------------------------

    (1) The address given in this column may be a business, mailing, or
residential address. The address may be included in an appropriate
footnote to the table rather than in this column.
    (2) This column must include the amount of equity securities each
beneficial owner has the right to acquire using the manner specified in
Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. An appropriate
footnote must be included if the column heading does not sufficiently
describe the circumstances upon which such securities could be
acquired.
    (3) This column must use the amounts contained in the two preceding
columns to calculate the percent of class owned by such beneficial
owner.

Item 13. Interest of Management and Others in Certain Transactions

    (a) Describe briefly any transactions or any currently proposed
transactions during the issuer's last two completed fiscal years and
the current fiscal year, to which the issuer or any of its subsidiaries
was or is to be a participant and the amount involved exceeds $50,000
for Tier 1 or the lesser of $120,000 and one percent of the average of
the issuer's total assets at year end for the last two completed fiscal
years for Tier 2, and in which any of the following persons had or is
to have a direct or indirect material interest, naming the person and
stating his or her relationship to the issuer, the nature of the
person's interest in the transaction and, where practicable, the amount
of such interest:
    (1) Any director or executive officer of the issuer;
    (2) Any nominee for election as a director;
    (3) Any securityholder named in answer to Item 12(a)(2);
    (4) If the issuer was incorporated or organized within the past
three years, any promoter of the issuer; or
    (5) Any immediate family member of the above persons. An
``immediate family member'' of a person means such person's child,
stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-
in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or
any person (other than a tenant or employee) sharing such person's
household.
    Instructions to Item 13(a):
    1. For purposes of calculating the amount of the transaction
described above, all periodic installments in the case of any lease or
other agreement providing for periodic payments must be aggregated to
the extent they occurred within the time period described in this item.
    2. No information need be given in answer to this item as to any
transaction where:
    (a) The rates of charges involved in the transaction are determined
by competitive bids, or the transaction involves the rendering of
services as a common or contract carrier at rates or charges fixed in
conformity with law or governmental authority;
    (b) The transaction involves services as a bank depositary of
funds, transfer agent, registrar, trustee under a trust indenture, or
similar services;
    (c) The interest of the specified person arises solely from the
ownership of securities of the issuer and the specified person receives
no extra or special benefit not shared on a pro-rata basis by all of
the holders of securities of the class.
    3. This item calls for disclosure of indirect as well as direct
material interests in transactions. A person who has a position or
relationship with a firm, corporation, or other entity which engages in
a transaction with the issuer or its subsidiaries may have an indirect
interest in such transaction by reason of the position or relationship.
However, a person is deemed not to have a material indirect interest in
a transaction within the meaning of this item where:
    (a) the interest arises only (i) from the person's position as a
director of another corporation or organization (other than a
partnership) that is a party to the transaction, or (ii) from the
direct or indirect ownership by the person and all other persons
specified in paragraphs (1) through (5) of this item, in the aggregate,
of less than a 10 percent equity interest in another person (other than
a partnership) that is a party to the transaction, or (iii) from both
such position and ownership;
    (b) the interest arises only from the person's position as a
limited partner in a partnership in which the person and all other
persons specified in paragraphs (1) through (5) of this item had an
interest of less than 10 percent; or
    (c) the interest of the person arises solely from the holding of an
equity interest (unless the equity interest confers management rights
similar to a general partner interest) or a creditor interest in
another person that is a party to the transaction with the issuer or
any of its subsidiaries and the transaction is not material to the
other person.
    4. Include the name of each person whose interest in any
transaction is described and the nature of the relationships by reason
of which such interest is required to be described. The amount of the
interest of any specified person must be computed without regard to the
amount of the profit or loss involved in the transaction. Where it is
not practicable to state the approximate amount of the interest, the
approximate amount involved in the transaction must be disclosed.
    5. Information must be included as to any material underwriting
discounts and commissions upon the sale of securities by the issuer
where any of the specified persons was or is to be a principal
underwriter or is a controlling person, or member, of a firm which was
or is to be a principal underwriter. Information need not be given
concerning ordinary management fees paid by underwriters to a managing
underwriter pursuant to an agreement among underwriters, the parties to
which do not include the issuer or its subsidiaries.
    6. As to any transaction involving the purchase or sale of assets
by or to any issuer or any subsidiary, otherwise than in the ordinary
course of business, state the cost of the assets to the purchaser and,
if acquired by the seller within two years before the transaction, the
cost to the seller.
    7. Information must be included in answer to this item with respect
to transactions not excluded above which

involve compensation from the issuer or its subsidiaries, directly or
indirectly, to any of the specified persons for services in any
capacity unless the interest of such persons arises solely from the
ownership individually and in the aggregate of less than 10 percent of
any class of equity securities of another corporation furnishing the
services to the issuer or its subsidiaries.
    (b) If any expert named in the offering statement as having
prepared or certified any part of the offering statement was employed
for such purpose on a contingent basis or, at the time of such
preparation or certification or at any time thereafter, had a material
interest in the issuer or any of its parents or subsidiaries or was
connected with the issuer or any of its subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee, describe
the nature of such contingent basis, interest or connection.

Item 14. Securities Being Offered

    (a) If capital stock is being offered, state the title of the class
and furnish the following information regarding all classes of capital
stock outstanding:
    (1) Outline briefly: (i) dividend rights; (ii) voting rights; (iii)
liquidation rights; (iv) preemptive rights; (v) conversion rights; (vi)
redemption provisions; (vii) sinking fund provisions; (viii) liability
to further calls or to assessment by the issuer; (ix) any
classification of the Board of Directors, and the impact of
classification where cumulative voting is permitted or required; (x)
restrictions on alienability of the securities being offered; (xi) any
provision discriminating against any existing or prospective holder of
such securities as a result of such securityholder owning a substantial
amount of securities; and (xii) any rights of holders that may be
modified otherwise than by a vote of a majority or more of the shares
outstanding, voting as a class.
    (2) Briefly describe potential liabilities imposed on
securityholders under state statutes or foreign law, for example, to
employees of the issuer, unless such disclosure would be immaterial
because the financial resources of the issuer or other factors are such
as to make it unlikely that the liability will ever be imposed.
    (3) If preferred stock is to be offered or is outstanding, describe
briefly any restriction on the repurchase or redemption of shares by
the issuer while there is any arrearage in the payment of dividends or
sinking fund installments. If there is no such restriction, so state.
    (b) If debt securities are being offered, outline briefly the
following:
    (1) Provisions with respect to interest, conversion, maturity,
redemption, amortization, sinking fund or retirement.
    (2) Provisions with respect to the kind and priority of any lien
securing the issue, together with a brief identification of the
principal properties subject to such lien.
    (3) Material affirmative and negative covenants.
    Instruction to Item 14(b):
    In the case of secured debt there must be stated: (i) the
approximate amount of unbonded property available for use against the
issuance of bonds, as of the most recent practicable date, and (ii)
whether the securities being issued are to be issued against such
property, against the deposit of cash, or otherwise.
    (c) If securities described are to be offered pursuant to warrants,
rights, or convertible securities, state briefly:
    (1) the amount of securities issuable upon the exercise or
conversion of such warrants, convertible securities or rights;
    (2) the period during which and the price at which the warrants,
convertible securities or rights are exercisable;
    (3) the amounts of warrants, convertible securities or rights
outstanding; and
    (4) any other material terms of such securities.
    (d) In the case of any other kind of securities, include a brief
description with comparable information to that required in (a), (b)
and (c) of Item 14.

Part F/S

(a) General Rules

    (1) The appropriate financial statements set forth below of the
issuer, or the issuer and its predecessors or any businesses to which
the issuer is a successor must be filed as part of the offering
statement and included in the offering circular that is distributed to
investors.
    (2) Unless the issuer is a Canadian company, financial statements
must be prepared in accordance with generally accepted accounting
principles in the United States (US GAAP). If the issuer is a Canadian
company, such financial statements must be prepared in accordance with
either US GAAP or International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB). If the
financial statements comply with IFRS, such compliance must be
explicitly and unreservedly stated in the notes to the financial
statements and if the financial statements are audited, the auditor's
report must include an opinion on whether the financial statements
comply with IFRS as issued by the IASB.
    (3) The issuer may elect to delay complying with any new or revised
financial accounting standard until the date that a company that is not
an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of
2002 (15 U.S.C. 7201(a)) is required to comply with such new or revised
accounting standard, if such standard also applies to companies that
are not issuers. Issuers electing such extension of time accommodation
must disclose it at the time the issuer files its offering statement
and apply the election to all standards. Issuers electing not to use
this accommodation must forgo this accommodation for all financial
accounting standards and may not elect to rely on this accommodation in
any future filings.

(b) Financial Statements for Tier 1 Offerings

    (1) The financial statements prepared pursuant to this paragraph
(b), including (b)(7), need not be prepared in accordance with
Regulation S-X.
    (2) The financial statements prepared pursuant to paragraph (b),
including (b)(7), need not be audited. If the financial statements are
not audited, they shall be labeled as ``unaudited''. However, if an
audit of these financial statements is obtained for other purposes and
that audit was performed in accordance with either U.S. generally
accepted auditing standards or the Standards of the Public Company
Accounting Oversight Board by an auditor that is independent pursuant
to either the independence standards of the American Institute of
Certified Public Accountants (AICPA) or Rule 2-01 of Regulation S-X,
those audited financial statements must be filed, and an audit opinion
complying with Rule 2-02 of Regulation S-X must be filed along with
such financial statements. The auditor may, but need not, be registered
with the Public Company Accounting Oversight Board.
    (3) Consolidated Balance Sheets. Age of balance sheets at filing
and at qualification:
    (A) If the filing is made, or the offering statement is qualified,
more than three months but no more than nine months after the most
recently completed fiscal year end, include a balance sheet as of the
two most recently completed fiscal year ends.
    (B) If the filing is made, or the offering statement is qualified,
more than nine months after the most recently completed fiscal year
end, include a balance sheet as of the two most

recently completed fiscal year ends and an interim balance sheet as of
a date no earlier than six months after the most recently completed
fiscal year end.
    (C) If the filing is made, or the offering statement is qualified,
within three months after the most recently completed fiscal year end,
include a balance sheet as of the two fiscal year ends preceding the
most recently completed fiscal year end and an interim balance sheet as
of a date no earlier than six months after the date of the most recent
fiscal year end balance sheet that is required.
    (D) If the filing is made, or the offering statement is qualified,
during the period from inception until three months after reaching the
annual balance sheet date for the first time, include a balance sheet
as of a date within nine months of filing or qualification.
    (4) Statements of comprehensive income, cash flows, and changes in
stockholders' equity. File consolidated statements of income, cash
flows, and changes in stockholders' equity for each of the two fiscal
years preceding the date of the most recent balance sheet being filed
or such shorter period as the issuer has been in existence. If a
consolidated interim balance sheet is required by (b)(3) above,
consolidated interim statements of income and cash flows shall be
provided and must cover at least the first six months of the issuer's
fiscal year and the corresponding period of the preceding fiscal year.
    (5) Interim financial statements. Interim financial statements may
be condensed as described in Rule 8-03(a) of Regulation S-X. The
interim income statements must be accompanied by a statement that in
the opinion of management all adjustments necessary in order to make
the interim financial statements not misleading have been included.
    (6) Oil and Gas Producing Activities. Issuers engaged in oil and
gas producing activities must follow the financial accounting and
reporting standards specified in Rule 4-10 of Regulation S-X.
    (7) Financial Statements of Other Entities. The circumstances
described below may require you to file financial statements of other
entities in the offering statement. The financial statements of other
entities must be presented for the same periods as if the other entity
was the issuer as described above in paragraphs (b)(3) and (b)(4)
unless a shorter period is specified by the rules below. The financial
statement of other entities shall follow the same audit requirement as
paragraph (b)(2) of this Part F/S.
    (i) Financial Statements of Guarantors and Issuers of Guaranteed
Securities. Financial statements of a subsidiary that issues securities
guaranteed by the parent or guarantees securities issued by the parent
must be presented as required by Rule 3-10 of Regulation S-X.
    (ii) Financial Statements of Affiliates Whose Securities
Collateralize an Issuance. Financial statements for an issuer's
affiliates whose securities constitute a substantial portion of the
collateral for any class of securities being offered must be presented
as required by Rule 3-16 of Regulation S-X.
    (iii) Financial Statements of Businesses Acquired or to be
Acquired. File the financial statements required by Rule 8-04 of
Regulation S-X.
    (iv) Pro Forma Financial Information. If financial statements are
presented under paragraph (b)(7)(iii) above, file pro forma information
showing the effects of the acquisition as described in Rule 8-05 of
Regulation S-X.
    (v) Real Estate Operations Acquired or to be Acquired. File the
financial information required by Rule 8-06 of Regulation S-X.
    Instructions to paragraph (b) in Part F/S:
    1. Issuers should refer to Rule 257(b)(2) to determine whether a
special financial report will be required after qualification of the
offering statement.
    2. If the last day that the financial statements included in the
offering statement can be accepted, according to the age requirements
of this item falls on a Saturday, Sunday, or holiday, such offering
statement may be filed on the first business day following the last day
of the specified period.
    3. As an alternative, an issuer may--but need not--elect to comply
with the provisions of paragraph (c).

(c) Financial Statement Requirements for Tier 2 Offerings

    (1) In addition to the general rules in paragraph (a), provide the
financial statements required by paragraph (b) of this Part F/S, except
the following rules should be followed in the preparation of the
financial statements:
    (i) The issuer and, when applicable, other entities for which
financial statements are required, must comply with Article 8 of
Regulation S-X, as if it was conducting a registered offering on Form
S-1, except the age of interim financial statements may follow
paragraphs (b)(3)-(4) of this Part F/S.
    (ii) Audited financial statements are required for Tier 2 offerings
for the issuer and, when applicable, for financial statements of other
entities. However, interim financial statements may be unaudited.
    (iii) The audit must be conducted in accordance with either U.S.
Generally Accepted Auditing Standards or the standards of the Public
Company Accounting Oversight Board (United States) and the report and
qualifications of the independent accountant shall comply with the
requirements of Article 2 of Regulation S-X. Accounting firms
conducting audits for the financial statements included in the offering
circular may, but need not, be registered with the Public Company
Accounting Oversight Board.

PART III--EXHIBITS

Item 16. Index to Exhibits

    (a) An exhibits index must be presented at the beginning of Part
III.
    (b) Each exhibit must be listed in the exhibit index according to
the number assigned to it under Item 17 below.
    (c) For incorporation by reference, please refer to General
Instruction III of this Form.

Item 17. Description of Exhibits

    As appropriate, the following documents must be filed as exhibits
to the offering statement.
    1. Underwriting agreement--Each underwriting contract or agreement
with a principal underwriter or letter pursuant to which the securities
are to be distributed; where the terms have yet to be finalized,
proposed formats may be provided.
    2. Charter and bylaws--The charter and bylaws of the issuer or
instruments corresponding thereto as currently in effect and any
amendments thereto.
    3. Instruments defining the rights of securityholders--
    (a) All instruments defining the rights of any holder of the
issuer's securities, including but not limited to (i) holders of equity
or debt securities being issued; (ii) holders of long-term debt of the
issuer, and of all subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed.
    (b) The following instruments need not be filed if the issuer
agrees to file them with the Commission upon request: (i) instruments
defining the rights of holders of long-term debt of the issuer and all
of its subsidiaries for which consolidated financial statements are
required to be filed if such debt is not being issued pursuant to this
Regulation A offering and the total amount of such authorized issuance
does not exceed 5% of the total assets of the issuer and its
subsidiaries on a consolidated basis; (ii) any instrument

with respect to a class of securities that is to be retired or redeemed
before the issuance or upon delivery of the securities being issued
pursuant to this Regulation A offering and appropriate steps have been
taken to assure such retirement or redemption; and (iii) copies of
instruments evidencing scrip certificates or fractions of shares.
    4. Subscription agreement--The form of any subscription agreement
to be used in connection with the purchase of securities in this
offering.
    5. Voting trust agreement--Any voting trust agreements and
amendments.
    6. Material contracts
    (a) Every contract not made in the ordinary course of business that
is material to the issuer and is to be performed in whole or in part at
or after the filing of the offering statement or was entered into not
more than two years before such filing. Only contracts need be filed as
to which the issuer or subsidiary of the issuer is a party or has
succeeded to a party by assumption or assignment or in which the issuer
or such subsidiary has a beneficial interest. Schedules (or similar
attachments) to material contracts may be excluded if not material to
an investment decision or if the material information contained in such
schedules is otherwise disclosed in the agreement or the offering
statement. The material contract filed must contain a list briefly
identifying the contents of all omitted schedules, together with an
agreement to furnish supplementally a copy of any omitted schedule to
the Commission upon request.
    (b) If the contract is such as ordinarily accompanies the kind of
business conducted by the issuer and its subsidiaries, it is made in
the ordinary course of business and need not be filed unless it falls
within one or more of the following categories, in which case it must
be filed except where immaterial in amount or significance: (i) any
contract to which directors, officers, promoters, voting trustees,
securityholders named in the offering statement, or underwriters are
parties, except where the contract merely involves the purchase or sale
of current assets having a determinable market price, at such market
price; (ii) any contract upon which the issuer's business is
substantially dependent, as in the case of continuing contracts to sell
the major part of the issuer's products or services or to purchase the
major part of the issuer's requirements of goods, services or raw
materials or any franchise or license or other agreement to use a
patent, formula, trade secret, process or trade name upon which the
issuer's business depends to a material extent; (iii) any contract
calling for the acquisition or sale of any property, plant or equipment
for a consideration exceeding 15% of such fixed assets of the issuer on
a consolidated basis; or (iv) any material lease under which a part of
the property described in the offering statement is held by the issuer.
    (c) Any management contract or any compensatory plan, contract or
arrangement including, but not limited to, plans relating to options,
warrants or rights, pension, retirement or deferred compensation or
bonus, incentive or profit sharing (or if not set forth in any formal
document, a written description) is deemed material and must be filed
except for the following: (i) ordinary purchase and sales agency
agreements; (ii) agreements with managers of stores in a chain
organization or similar organization; (iii) contracts providing for
labor or salesperson's bonuses or payments to a class of
securityholders, as such; (iv) any compensatory plan, contract or
arrangement that pursuant to its terms is available to employees
generally and that in operation provides for the same method of
allocation of benefits between management and non-management
participants.
    7. Plan of acquisition, reorganization, arrangement, liquidation,
or succession--Any material plan of acquisition, disposition,
reorganization, readjustment, succession, liquidation or arrangement
and any amendments thereto described in the offering statement.
Schedules (or similar attachments) to these exhibits must not be filed
unless such schedules contain information that is material to an
investment decision and that is not otherwise disclosed in the
agreement or the offering statement. The plan filed must contain a list
briefly identifying the contents of all omitted schedules, together
with an agreement to furnish supplementally a copy of any omitted
schedule to the Commission upon request.
    8. Escrow agreements--Any escrow agreement or similar arrangement
which has been executed in connection with the Regulation A offering.
    9. Letter re change in certifying accountant--A letter from the
issuer's former independent accountant regarding its concurrence or
disagreement with the statements made by the issuer in the current
report concerning the resignation or dismissal as the issuer's
principal accountant.
    10. Power of attorney--If any name is signed to the offering
statement pursuant to a power of attorney, signed copies of the power
of attorney must be filed. Where the power of attorney is contained
elsewhere in the offering statement or documents filed therewith, a
reference must be made in the index to the part of the offering
statement or document containing such power of attorney. In addition,
if the name of any officer signing on behalf of the issuer is signed
pursuant to a power of attorney, certified copies of a resolution of
the issuer's board of directors authorizing such signature must also be
filed. A power of attorney that is filed with the Commission must
relate to a specific filing or an amendment thereto. A power of
attorney that confers general authority may not be filed with the
Commission.
    11. Consents--
    (a) Experts: The written consent of (i) any accountant, counsel,
engineer, geologist, appraiser or any persons whose profession gives
authority to a statement made by them and who is named in the offering
statement as having prepared or certified any part of the document or
is named as having prepared or certified a report or evaluation whether
or not for use in connection with the offering statement; (ii) the
expert that authored any portion of a report quoted or summarized as
such in the offering statement, expressly stating their consent to the
use of such quotation or summary; (iii) any persons who are referenced
as having reviewed or passed upon any information in the offering
statement, and that such information is being included on the basis of
their authority or in reliance upon their status as experts.
    (b) All written consents must be dated and signed.
    12. Opinion re legality--An opinion of counsel as to the legality
of the securities covered by the Offering Statement, indicating whether
they will when sold, be legally issued, fully paid and non-assessable,
and if debt securities, whether they will be binding obligations of the
issuer.
    13. ``Testing the waters'' materials--Any written communication or
broadcast script used under the authorization of Rule 255. Such
materials need not be filed if they are substantively the same as
materials previously filed with the offering statement.
    14. Appointment of agent for service of process--A Canadian issuer
must file Form F-X.
    15. Additional exhibits--
    (a) Any non-public, draft offering statement previously submitted
pursuant to Rule 252(d) and any related, non-public correspondence
submitted by or on behalf of the issuer.

    (b) Any additional exhibits which the issuer may wish to file,
which must be so marked as to indicate clearly the subject matters to
which they refer.

SIGNATURES

    Pursuant to the requirements of Regulation A, the issuer certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form 1-A and has duly caused this offering
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of ____, State of ____, on ____ (date).

(Exact name of issuer as specified in its charter)_______--------------

By (Signature and Title)_______

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

(Signature)_______-----------------------------------------------------

(Title)_______---------------------------------------------------------

(Date)_______----------------------------------------------------------

    Instructions to Signatures:
    1. The offering statement must be signed by the issuer, its
principal executive officer, principal financial officer, principal
accounting officer, and a majority of the members of its board of
directors or other governing body. If a signature is by a person on
behalf of any other person, evidence of authority to sign must be filed
with the offering statement, except where an executive officer signs on
behalf of the issuer.
    2. The offering statement must be signed using a typed signature.
Each signatory to the filing must also manually sign a signature page
or other document authenticating, acknowledging or otherwise adopting
his or her signature that appears in the filing. Such document must be
executed before or at the time the filing is made and must be retained
by the issuer for a period of five years. Upon request, the issuer must
furnish to the Commission or its staff a copy of any or all documents
retained pursuant to this section.
    3. The name and title of each person signing the offering statement
must be typed or printed beneath the signature.

    Note:  The text of Form 1-A will not appear in the Code of
Federal Regulations.

0
11. Revise Sec.  239.91 to read as follows:

Sec.  239.91  Form 1-K.

    This form shall be used for filing annual reports under Regulation
A (Sec. Sec.  230.251-230.263 of this chapter).

0
12. Add Form 1-K (referenced in Sec.  239.91) to read as follows:

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-K

GENERAL INSTRUCTIONS

A. Rules as to Use of Form 1-K.

    (1) This Form shall be used for annual reports pursuant to Rule
257(b)(1) of Regulation A (Sec. Sec.  230.251-230.263).
    (2) Annual reports on this Form shall be filed within 120 calendar
days after the end of the fiscal year covered by the report.
    (3) This Form also shall be used for special financial reports
filed pursuant to Rule 257(b)(2)(i)(A) of Regulation A. Such special
financial reports shall be filed and signed in the manner set forth in
this Form, but otherwise need only provide Part I and the financial
statements required by Rule 257(b)(2)(i)(A). Special financial reports
filed using this Form shall be filed within 120 calendar days after the
qualification date of the offering statement.

B. Preparation of Report.

    (1) Regulation A contains certain general requirements that are
applicable to reports on any form, including amendments to reports.
These general requirements should be carefully read and observed in the
preparation and filing of reports on this Form.
    (2) This Form is not to be used as a blank form to be filled in,
but only as a guide in the preparation of the report.
    (3) Except where information is required to be given for the fiscal
year or as of a specified date, it shall be given as of the latest date
reasonably practicable.
    (4) References in this Form to the items in Form 1-A are to the
items set forth in Part II and Part III of Form 1-A, not Part I.
    (5) In addition to the information expressly required to be
included in this Form, there shall be added such further material
information, if any, as may be necessary to make the required
statements, in light of the circumstances under which they are made,
not misleading.

C. Signature and Filing of Report.

    (1) The report must be filed with the Commission in electronic
format by means of the Commission's Electronic Data Gathering, Analysis
and Retrieval System (``EDGAR'') in accordance with the EDGAR rules set
forth in Regulation S-T (17 CFR part 232).
    (2) The report must be signed by the issuer, its principal
executive officer, principal financial officer, principal accounting
officer, and at least a majority of the members of its board of
directors or other governing body. If a signature is by a person on
behalf of any other person, evidence of authority to sign must be filed
with the report, except where an executive officer signs on behalf of
the issuer.
    (3) The report must be signed using a typed signature. Each
signatory to the filing must also manually sign a signature page or
other document authenticating, acknowledging or otherwise adopting his
or her signature that appears in the filing. Such document must be
executed before or at the time the filing is made and must be retained
by the issuer for a period of five years. Upon request, the issuer must
furnish to the Commission or its staff a copy of any or all documents
retained pursuant to this paragraph.

D. Incorporation by Reference and Cross-Referencing.

    (1) An issuer may incorporate by reference to other documents
previously submitted or filed on EDGAR. Cross-referencing within the
report is also encouraged to avoid repetition of information. For
example, you may respond to an item of this Form by providing a cross-
reference to the location of the information in the financial
statements, instead of repeating such information. Descriptions of
where the information incorporated by reference or cross-referenced can
be found must be specific and must clearly identify the relevant
document and portion thereof where such information can be found. For
exhibits incorporated by reference, this description must be noted in
the exhibits index for each relevant exhibit. All descriptions of where
information incorporated by reference can be found must be accompanied
by a separate hyperlink to the incorporated document on EDGAR. A
hyperlink need not remain active after the filing of the report, except
that amendments to the report must update any hyperlinks referred to in
the amendment that are inactive.
    (2) Reference may not be made to any document if the portion of
such document containing the pertinent information includes an
incorporation by reference to another document. Incorporation by
reference to documents not available on EDGAR is not permitted.
Information shall not be incorporated by reference or cross-referenced
in any case where such incorporation would render the statement or
report incomplete, unclear, or confusing. Incorporating information

into the financial statements from elsewhere is not permitted.
    (3) If any substantive modification has occurred in the text of any
document incorporated by reference since such document was filed, the
issuer must file with the reference a statement containing the text and
date of such modification.

PART I

NOTIFICATION

    The following information must be provided in the XML-based portion
of Form 1-K 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 for filing by means of EDGAR. All items must be
addressed, unless otherwise indicated.
* * * * *
This Form 1-K is to provide an [ballot] Annual Report OR [ballot]
Special Financial Report for the fiscal year ended______

Exact name of issuer as specified in the issuer's charter:______

Jurisdiction of incorporation/organization:______

I.R.S. Employer Identification Number:______

Address of Principal Executive Offices:

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

Phone: (_)-------------------------------------------------------------

Title of each class of securities issued pursuant to Regulation A:-----
-----------------------------------------------------------------------

Summary Information Regarding Prior Offerings and Proceeds

    The following information must be provided for any Regulation A
offering that has terminated or completed prior to the filing of this
Form 1-K, unless such information has been previously reported in a
manner permissible under Rule 257. If such information has been
previously reported, check this box [ballot]and leave the rest of Part
I blank.

Commission File Number of the offering statement:______

Date of qualification of the offering statement:______

Date of commencement of the offering:______

Amount of securities qualified to be sold in the offering:______

Amount of securities sold in the offering:______

Price per security: $______

The portion of aggregate sales attributable to securities sold on
behalf of the issuer: $_______

The portion of aggregate sales attributable to securities sold on
behalf of selling securityholders: $_______

    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:______

Net proceeds to the issuer: $______

Clarification of responses (if necessary):______

PART II

INFORMATION TO BE INCLUDED IN REPORT

Item 1. Business

    Set forth the information required by Item 7 of Form 1-A.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

    Set forth the information required by Item 9(a), (b) and (d) of
Form 1-A for the most recent two completed fiscal years.

Item 3. Directors and Officers

    Set forth the information required by Items 10 and 11 of Form 1-A.

Item 4. Security Ownership of Management and Certain Securityholders

    Set forth the information required by Item 12 of Form 1-A.

Item 5. Interest of Management and Others in Certain Transactions

    Set forth the information required by Item 13 of Form 1-A.

Item 6. Other Information

    Set forth any information required to be disclosed in a report on
Form 1-U during the last six months of the fiscal year covered by this
Form 1-K, but not reported, whether or not otherwise required by this
Form 1-K. If disclosure of such information is made under this item, it
need not be repeated in a report on Form 1-U that would otherwise be
required to be filed with respect to such information or in a
subsequent report on Form 1-U.

Item 7. Financial Statements

    (a) The appropriate audited financial statements set forth below of
the issuer, or the issuer and its predecessors or any businesses to
which the issuer is a successor must be filed as part of the Form 1-K.
    (b) Unless the issuer is a Canadian company, financial statements
must be prepared in accordance with generally accepted accounting
principles in the United States (US GAAP). If the issuer is a Canadian
company, such financial statements must be prepared in accordance with
either US GAAP or International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB). If the
financial statements comply with IFRS, such compliance must be
explicitly and unreservedly stated in the notes to the financial
statements and the auditor's report must include an opinion on whether
the financial statements comply with IFRS as issued by the IASB.
    (c) The audit of the financial statements must be conducted in
accordance with either U.S. Generally Accepted Auditing Standards or
the standards of the Public Company Accounting Oversight Board (United
States) and the report and qualifications of the independent accountant
shall comply with the requirements of Article 2 of Regulation S-X.
Accounting firms conducting audits for the financial statements may,
but need not, be registered with the Public Company Accounting
Oversight Board.
    (d) Balance Sheet. There shall be filed an audited consolidated
balance sheet as of the end of each of the most recent two fiscal
years.

    (e) Statements of income, cash flows, and changes in stockholders'
equity. File audited consolidated statements of income, cash flows, and
changes in stockholders' equity for each of the two fiscal years
preceding the date of the most recent balance sheet being filed or such
shorter period as the issuer has been in existence.
    (f) Oil and Gas Producing Activities. Issuers engaged in oil and
gas producing activities must follow the financial accounting and
reporting standards specified in Rule 4-10 of Regulation S-X.
    (g) Financial Statements of Other Entities. The circumstances
described below may require you to file financial statements of other
entities. The financial statements of other entities must be presented
for the same periods as the issuer's financial statements described
above in paragraphs (d) and (e) unless a shorter period is specified by
the rules below.
    (1) Financial Statements of Guarantors and Issuers of Guaranteed
Securities. Financial statements of a subsidiary that issues securities
guaranteed by the parent or guarantees securities issued by the parent
must be presented as required by Rule 3-10 of Regulation S-X.
    (2) Financial Statements of Affiliates Whose Securities
Collateralize an Issuance. Financial statements for an issuer's
affiliates whose securities constitute a substantial portion of the
collateral for any class of securities being offered must be presented
as required by Rule 3-16 of Regulation S-X.

Item 8. Exhibits

    (a) An exhibits index must be presented immediately preceding the
first signature page of the report.
    (b) File, as exhibits to this Form, the exhibits required by Form
1-A, except for the exhibits required by paragraphs 1, 12, and 13 of
Item 17.

SIGNATURES

    Pursuant to the requirements of Regulation A, the issuer has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

(Exact name of issuer as specified in its charter)---------------------
-----------------------------------------------------------------------

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

    Pursuant to the requirements of Regulation A, this report has
been signed below by the following persons on behalf of the issuer
and in the capacities and on the dates indicated.

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

    Note:  The text of Form 1-K will not appear in the Code of
Federal Regulations.

0
13. Add Sec.  239.92 to read as follows:

Sec.  239.92  Form 1-SA.

    This form shall be used for filing semiannual reports under
Regulation A (Sec. Sec.  230.251-230.263 of this chapter).

0
14. Add Form 1-SA (referenced in Sec.  239.92) to read as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-SA

[ ] SEMIANNUAL REPORT PURSUANT TO REGULATION A or

[ ] SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended---------------------------------
-----------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
State or other jurisdiction of incorporation or organization-----------

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

(Full mailing address of principal executive offices)------------------

(Issuer's telephone number, including area code)-----------------------

GENERAL INSTRUCTIONS

A. Rules as to Use of Form 1-SA.

    (1) This Form shall be used for semiannual reports pursuant to Rule
257(b)(3) of Regulation A (Sec. Sec.  230.251-230.263).
    (2) Semiannual reports on this Form shall be filed within 90
calendar days after the end of the semiannual period covered by the
report.
    (3) This Form also shall be used for special financial reports
filed pursuant to Rule 257(b)(2)(i)(B) of Regulation A. Such special
financial reports shall be filed and signed in the manner set forth in
this Form, but otherwise need only provide the cover page and financial
statements required by Rule 257(b)(2)(i)(B). Special financial reports
filed using this Form shall be filed within 90 calendar days after the
qualification date of the offering statement.

B. Preparation of Report.

    (1) Regulation A contains certain general requirements that are
applicable to reports on any form, including amendments to reports.
These general requirements should be carefully read and observed in the
preparation and filing of reports on this Form.
    (2) This Form is not to be used as a blank form to be filled in,
but only as a guide in the preparation of the report.
    (3) In addition to the information expressly required to be
included in this Form, there shall be added such further material
information, if any, as may be necessary to make the required
statements, in light of the circumstances under which they are made,
not misleading.

C. Signature and Filing of Report.

    (1) The report must be filed with the Commission in electronic
format by means of the Commission's Electronic Data Gathering, Analysis
and Retrieval System (``EDGAR'') in accordance with the EDGAR rules set
forth in Regulation S-T (17 CFR part 232).
    (2) The report must be signed by the issuer, its principal
executive officer, principal financial officer and principal accounting
officer. If a signature is by a person on behalf of any other person,
evidence of authority to sign must be filed with the report, except
where an executive officer signs on behalf of the issuer.
    (3) The report must be signed using a typed signature. Each
signatory to the filing must also manually sign a signature page or
other document authenticating, acknowledging or otherwise adopting his
or her signature that appears in the filing. Such document must be
executed before or at the time the filing is made and must be retained
by the issuer for a period of five years. Upon request, the issuer must
furnish to the Commission or its staff a copy of any or all documents
retained pursuant to this paragraph.

D. Incorporation by Reference and Cross-Referencing.

    (1) An issuer may incorporate by reference to other documents
previously submitted or filed on EDGAR. Cross-referencing within the
report is also encouraged to avoid repetition of information. For
example, you may respond to an item of this Form by providing a cross-
reference to the location of the information in the financial
statements, instead of repeating such information. Descriptions of
where the information incorporated by reference or cross-referenced can
be found must be specific and must clearly identify the relevant
document and portion thereof where such information can be found. For
exhibits incorporated by reference, this description must be noted in
the exhibits index for each relevant exhibit. All such descriptions of
where information incorporated by reference can be found must be
accompanied by

a separate hyperlink to the incorporated document on EDGAR. A hyperlink
need not remain active after the filing of the report, except that
amendments to the report must update any hyperlinks referred to in the
amendment that are inactive.
    (2) Reference may not be made to any document if the portion of
such document containing the pertinent information includes an
incorporation by reference to another document. Incorporation by
reference to documents not available on EDGAR is not permitted.
Information shall not be incorporated by reference or cross-referenced
in any case where such incorporation would render the statement or
report incomplete, unclear, or confusing. Incorporating information
into the financial statements from elsewhere is not permitted.
    (3) If any substantive modification has occurred in the text of any
document incorporated by reference since such document was filed, the
issuer must file with the reference a statement containing the text and
date of such modification.

INFORMATION TO BE INCLUDED IN REPORT

Item 1. Management's Discussion and Analysis of Financial Condition and
Results of Operations

    Set forth the information required by Item 9(a), (b), and (d) of
Form 1-A for the interim period for which financial statements are
required by Item 3 below.

Item 2. Other Information

    Set forth any information required to be disclosed in a report on
Form 1-U during the semiannual period covered by this Form 1-SA, but
not reported, whether or not otherwise required by this Form 1-SA. If
disclosure of such information is made under this item, it need not be
repeated in a report on Form 1-U that would otherwise be required to be
filed with respect to such information or in a subsequent report on
Form 1-U.

Item 3. Financial Statements

    The appropriate financial statements set forth below of the issuer,
or the issuer and its predecessors or any businesses to which the
issuer is a successor must be filed as part of the Form 1-SA.
    Unless the issuer is a Canadian company, financial statements must
be prepared on a consolidated basis in accordance with generally
accepted accounting principles in the United States (US GAAP). If the
issuer is a Canadian company, such financial statements must be
prepared in accordance with either US GAAP or International Financial
Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). If the financial statements comply with IFRS as
issued by the IASB, such compliance must be explicitly and unreservedly
stated in the notes to the financial statements.
    The financial statements included pursuant to this item may be
condensed, unaudited, and are not required to be reviewed. For
additional guidance on presentation of the financial statements refer
to Rule 8-03(a) of Regulation S-X. The financial statements must
include the following:
    (a) An interim consolidated balance sheet as of the end of the six
month period covered by this report and a balance sheet as of the end
of the preceding fiscal year. An interim balance sheet as of the end of
the corresponding six month interim period of the preceding fiscal year
need not be provided unless necessary for an understanding of the
impact of seasonal fluctuations on the issuer's financial condition.
    (b) Interim consolidated statements of income must be provided for
the six month interim period covered by this report and for the
corresponding period of the preceding fiscal year. Income statements
must be accompanied by a statement that in the opinion of management
all adjustments necessary in order to make the interim financial
statements not misleading have been included.
    (c) Interim statements of cash flows must be provided for the six
month interim period covered by this report and for the corresponding
period of the preceding fiscal year.
    (d) Footnote and other disclosures should be provided as needed for
fair presentation and to ensure that the financial statements are not
misleading. Refer to Rule 8-03(b) of Regulation S-X for examples of
disclosures that may be needed.
    (e) Financial Statements of Guarantors and Issuers of Guaranteed
Securities. Financial statements of a subsidiary that issues securities
guaranteed by the parent or guarantees securities issued by the parent
must be presented as required by Rule 3-10 of Regulation S-X, except
that the periods presented are those required by this item and the
financial statements need not be audited.

Item 4. Exhibits

    (a) An exhibits index must be presented immediately preceding the
first signature page of the report.
    (b) File, as exhibits to this Form, the exhibits required by Form
1-A, except for the exhibits required by paragraphs 1, 12, and 13 of
Item 17.

SIGNATURES

    Pursuant to the requirements of Regulation A, the issuer has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

(Exact name of issuer as specified in its charter)---------------------

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

    Pursuant to the requirements of Regulation A, this report has
been signed below by the following persons on behalf of the issuer
and in the capacities and on the dates indicated.

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

By (Signature and Title)-----------------------------------------------

Date-------------------------------------------------------------------

    Note:  The text of Form 1-SA will not appear in the Code of
Federal Regulations.

0
15. Add Sec.  239.93 to read as follows:

Sec.  239.93  Form 1-U.

    This form shall be used for filing current reports under Regulation
A (Sec. Sec.  230.251-230.263 of this chapter).

0
16. Add Form 1-U (referenced in Sec.  239.92) to read as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

Date of Report (Date of earliest event reported)-----------------------

(Exact name of issuer as specified in its charter)---------------------

State or other jurisdiction of incorporation or organization-----------

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

(Full mailing address of principal executive offices)------------------

(Issuer's telephone number, including area code)-----------------------

Title of each class of securities issued pursuant to Regulation A:-----
-----------------------------------------------------------------------

GENERAL INSTRUCTIONS

A. Rules as to Use of Form 1-U.

    (1) This Form shall be used for current reports pursuant to Rule
257(b)(4) of Regulation A (Sec. Sec.  230.251-230.263).
    (2) A report on this Form is required to be filed, as applicable,
upon the occurrence of any one or more of the events specified in Items
1--9 of this Form. Unless otherwise specified, a

report is to be filed within four business days after occurrence of the
event. If the event occurs on a Saturday, Sunday, or holiday on which
the Commission is not open for business, then the four business day
period shall begin to run on, and include, the first business day
thereafter.
    (3) If the issuer previously has provided substantially the same
information as required by this Form in a report required by Rule
257(b) of Regulation A, the issuer need not make an additional report
of the information on this Form. To the extent that an item calls for
disclosure of developments concerning a previously reported event or
transaction, any information required in the new report or amendment
about the previously reported event or transaction may be provided by
incorporation by reference to the previously filed report, if a
hyperlink to such report as filed with the Commission is included.
    (4) Copies of agreements, amendments or other documents or
instruments are not required to be filed as exhibits to the Form 1-U
unless specifically required by the applicable item. This instruction
does not affect the requirement to otherwise file such agreements,
amendments or other documents or instruments, including as exhibits to
offering statements and periodic reports pursuant to the requirements
of Regulation A.

B. Preparation of Report.

    (1) Regulation A contains certain general requirements which are
applicable to reports on any form, including amendments to reports.
These general requirements should be carefully read and observed in the
preparation and filing of reports on this Form.
    (2) This Form is not to be used as a blank form to be filled in,
but only as a guide in the preparation of the report. Nevertheless, the
report shall contain the number and caption of each applicable item,
but the text of such item may be omitted. All items that are not
required to be answered in a particular report may be omitted and no
reference thereto need be made in the report. All instructions should
also be omitted.
    (3) In addition to the information expressly required to be
included in this Form, there shall be added such further material
information, if any, as may be necessary to make the required
statements, in light of the circumstances under which they are made,
not misleading.

C. Signature and Filing of Report.

    (1) The report must be filed with the Commission in electronic
format by means of the Commission's Electronic Data Gathering, Analysis
and Retrieval System (``EDGAR'') in accordance with the EDGAR rules set
forth in Regulation S-T (17 CFR part 232).
    (2) The report must be signed by an officer duly authorized to sign
on behalf of the issuer. The report must be signed using a typed
signature. The signatory to the filing must also manually sign a
signature page or other document authenticating, acknowledging or
otherwise adopting his or her signature that appears in the filing.
Such document must be executed before or at the time the filing is made
and must be retained by the issuer for a period of five years. Upon
request, the issuer must furnish to the Commission or its staff a copy
of any or all documents retained pursuant to this paragraph.

D. Incorporation by Reference and Cross-Referencing.

    (1) An issuer may incorporate by reference to other documents
previously submitted or filed on EDGAR. Cross-referencing within the
report is also encouraged to avoid repetition of information. For
example, you may respond to an item of this Form by providing a cross-
reference to the location of the information in another item, instead
of repeating such information. Descriptions of where the information
incorporated by reference or cross-referenced can be found must be
specific and must clearly identify the relevant document and portion
thereof where such information can be found. For exhibits incorporated
by reference, this description must be noted in the exhibits index for
each relevant exhibit. All such descriptions of where information
incorporated by reference can be found must be accompanied by a
separate hyperlink to the incorporated document on EDGAR. A hyperlink
need not remain active after the filing of the report, except that
amendments to the report must update any hyperlinks referred to in the
amendment that are inactive.
    (2) Reference may not be made to any document if the portion of
such document containing the pertinent information includes an
incorporation by reference to another document. Incorporation by
reference to documents not available on EDGAR is not permitted.
Information shall not be incorporated by reference or cross-referenced
in any case where such incorporation would render the statement or
report incomplete, unclear, or confusing. Incorporating information
into any financial statements from elsewhere is not permitted.
    (3) If any substantive modification has occurred in the text of any
document incorporated by reference since such document was filed, the
issuer must file with the reference a statement containing the text and
date of such modification.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Fundamental Changes

    (a) If the issuer has entered into or terminated a material
definitive agreement that has resulted in or would reasonably be
expected to result in a fundamental change to the nature of its
business or plan of operations, disclose the following information to
the extent applicable:
    (1) the date on which the agreement was entered into, amended, or
terminated, the identity of the parties to the agreement or amendment,
and a brief description of any material relationship between the issuer
or its affiliates and any of the parties (other than the relationship
created by the material definitive agreement or amendment);
    (2) a brief description of the material terms and conditions of the
agreement;
    (3) a brief description of the material circumstances surrounding
the termination; and
    (4) any material early termination penalties incurred by the issuer
due to a termination.
    (b) For purposes of this item, a material definitive agreement
means an agreement that provides for obligations that are material to
and enforceable against the issuer, or rights that are material to the
issuer and enforceable by the issuer against one or more other parties
to the agreement, in each case whether or not subject to conditions.
    (c) File any material definitive agreement disclosed pursuant to
this item as an exhibit to the report on this Form.
    Instructions to Item 1:
    1. A material definitive agreement that is not made in the ordinary
course of business is not necessarily required to be disclosed under
this item if it does not result in, and would not reasonably be
expected to result in, a fundamental change to the nature of the
issuer's business or plan of operations.
    2. Without limiting the generality of the foregoing and solely for
the purposes of this Item 1, a material definitive agreement is deemed
to result in a fundamental change if it involves any of the following:

    a. An acquisition transaction for which the purchase price, as
defined by U.S. GAAP or IFRS, exceeds fifty-percent of the total
consolidated assets of the issuer as of the end of the most recently
completed fiscal year. If the acquirer transferred assets to the
acquiree than the carrying value of those assets should be excluded
from the purchase price;
    b. A merger, consolidation, acquisition or similar transaction that
requires approval by the issuer's securityholders; or
    c. Any contract upon which the issuer's business is substantially
dependent, as in the case of continuing contracts to sell the major
part of the issuer's products or services or to purchase the major part
of the issuer's requirements of goods, services or raw materials or any
franchise or license or other agreement to use a patent, formula, trade
secret, process or trade name upon which the issuer's business is
substantially dependent.
    3. An issuer must provide disclosure under this item if the issuer
succeeds as a party to the agreement or amendment to the agreement by
assumption or assignment (other than in connection with a merger or
acquisition or similar transaction that is otherwise reported pursuant
to this item).
    4. No disclosure under this item is required regarding the
termination of a material definitive agreement if:
    a. The agreement terminated on its stated termination date, or as a
result of all parties completing their obligations under such
agreement.
    b. Only negotiations or discussions regarding termination of a
material definitive agreement are being conducted and the agreement has
not been terminated.
    c. The issuer believes in good faith that the material definitive
agreement has not been terminated, unless the issuer has received a
notice of termination pursuant to the terms of agreement.

Item 2. Bankruptcy or Receivership

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

Item 3. Material Modification to Rights of Securityholders

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

Item 4. Changes in Issuer's Certifying Accountant

    (a) If an independent accountant who was previously engaged as the
principal accountant to audit the issuer's financial statements, or an
independent accountant upon whom the principal accountant expressed
reliance in its report regarding a significant subsidiary, resigns (or
indicates that it declines to stand for re-appointment after completion
of the current audit) or is dismissed, disclose the information that
would be required under Item 304(a)(1) of Regulation S-K (17 CFR
229.304(a)(1)), including compliance with Item 304(a)(3) of Regulation
S-K (17 CFR 229.304(a)(3)) if the issuer were a ``registrant.''
    (b) If a new independent accountant has been engaged as either the
principal accountant to audit the issuer's financial statements or as
an independent accountant on whom the principal accountant is expected
to express reliance in its report regarding a significant subsidiary,
the issuer must disclose the information that would be required by Item
304(a)(2) of Regulation S-K (17 CFR 229.304(a)(2)) if the issuer were a
``registrant.''
    Instructions to Item 4:
    1. Information under this Item 4 is only required if the issuer's
most recent qualified offering statement on Form 1-A or report on Form
1-K, whichever is most recent, contains audited financial statements.
    2. The resignation or dismissal of an independent accountant, or
its refusal to stand for re-appointment, is a reportable event separate
from the engagement of a new independent accountant. On some occasions,
two reports on Form 1-U are required for a single change in
accountants, the first on the resignation (or refusal to stand for re-
appointment) or dismissal of the former accountant and the second when
the new accountant is engaged. Information required in the second Form
1-U filing in such situations need not be provided to the extent that
it has been reported previously in the first Form 1-U filing.

Item 5. Non-reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review

    (a) If the issuer's board of directors, a committee of the board of
directors or the officer or officers of the issuer authorized to take
such action if board action is not required, concludes that any
previously issued financial

statements, covering one or more years or interim periods for which the
issuer is required to provide financial statements under Regulation A,
including Form 1-A, should no longer be relied upon because of an error
in such financial statements as addressed in FASB Accounting Standards
Codification Topic 250 or IAS 8, as may be modified, supplemented or
succeeded, disclose the following information:
    (1) the date of the conclusion regarding the non-reliance and an
identification of the financial statements and years or periods covered
that should no longer be relied upon;
    (2) a brief description of the facts underlying the conclusion to
the extent known to the issuer at the time of filing; and
    (3) a statement of whether the audit committee, or the board of
directors in the absence of an audit committee, or authorized officer
or officers, discussed with the issuer's independent accountant the
matters disclosed in the filing pursuant to this paragraph (a).
    (b) If the issuer is advised by, or receives notice from, its
independent accountant that disclosure should be made or action should
be taken to prevent future reliance on a previously issued audit report
or completed interim review related to previously issued financial
statements, disclose the following information:
    (1) the date on which the issuer was so advised or notified;
    (2) identification of the financial statements that should no
longer be relied upon;
    (3) a brief description of the information provided by the
accountant; and
    (4) a statement of whether the audit committee, or the board of
directors in the absence of an audit committee, or authorized officer
or officers, discussed with the independent accountant the matters
disclosed in the filing pursuant to paragraph (b) of this item.
    (c) If the issuer receives advisement or notice from its
independent accountant requiring disclosure under paragraph (b) of this
item, the issuer must:
    (1) provide the independent accountant with a copy of the
disclosures the issuer is making in response to this item and the
independent accountant shall receive a copy no later than the day that
the disclosures are filed with the Commission;
    (2) request the independent accountant to furnish to the issuer as
promptly as possible a letter addressed to the Commission stating
whether the independent accountant agrees with the statements made by
the issuer in response to this item and, if not, stating the respects
in which it does not agree; and
    (3) amend the issuer's previously filed Form 1-U by filing the
independent accountant's letter as an exhibit to the filed Form 1-U no
later than two business days after the issuer's receipt of the letter.

Item 6. Changes in Control of Issuer

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

Item 7. Departure of Certain Officers

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

Item 8. Certain Unregistered Sales of Equity Securities

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

Item 9. Other Events

    The issuer may, at its option, disclose under this item any events
or information, the disclosure of which is not otherwise called for by
this Form, that the issuer deems of importance to securityholders.

SIGNATURES

    Pursuant to the requirements of Regulation A, the issuer has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

(Exact name of issuer as specified in its charter)---------------------

By (Signature and Title)-----------------------------------------------

-----------------------------------------------------------------------
Date______

    Note:  The text of Form 1-U will not appear in the Code of
Federal Regulations.

0
17. Add Sec.  239.94 to read as follows:

Sec.  239.94  Form 1-Z.

    This form shall be used to file an exit report under Regulation A
(Sec. Sec.  230.251-230.263 of this chapter).

0
18. Add Form 1-Z (referenced in Sec.  239.94) to read as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-Z

EXIT REPORT UNDER REGULATION A

GENERAL INSTRUCTIONS

    (1) The following information must be provided in the XML-based
Form 1-Z available through the EDGAR portal. The format shown below may
differ from the electronic version available on EDGAR.
    (2) An issuer filing this Form pursuant to Rule 257(a) must only
complete the Preliminary Information and Part I.
    (3) An issuer filing this Form to suspend its duty to file reports
under Rule 257(d) must complete the Preliminary Information and Part
II. Such issuer must also provide Part I if it has not previously
provided the Part I information in a Form 1-K filing.
* * * * *

PRELIMINARY INFORMATION

Exact name of issuer as specified in the issuer's charter:______
Address of Principal Executive Offices:______
Phone: (_)
Commission File Number(s):______

PART I

Summary Information Regarding the Offering and Proceeds

Date of qualification of the offering statement:______

Date of commencement of the offering:______

Amount of securities qualified to be sold in the offering:______

Amount of securities sold in the offering:______

Price per security: $______
The portion of aggregate sales attributable to securities sold on
behalf of the issuer:
$ _______

The portion of aggregate sales attributable to securities sold on
behalf of selling securityholders:
$_______
    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:______
Net proceeds to the issuer: $______
Clarification of responses (if necessary):______

PART II

Certification of Suspension of Duty to File Reports

Title of each class of securities covered by this Form-----------------

Commission File Number(s)----------------------------------------------

Approximate number of holders of record as of the certification date:--

Pursuant to the requirements of Regulation A, _____ (Name of issuer
as specified in charter) certifies that it meets all of the
conditions for termination of Regulation A reporting specified in
Rule 257(d) and that there are no classes of securities other than
those that are the subject of this Form 1-Z regarding which the
issuer has Regulation A reporting obligations. _____ (Name of issuer
as specified in charter) has caused this certification to be signed
on its behalf by the undersigned duly authorized person.

By: _____ Date: _____

Title: _____

Instruction: This Part II of Form 1-Z is required by Rule 257(d) of
Regulation A. An officer of the issuer or any other duly authorized
person may sign, and must do so by typed signature. The name and
title of the person signing the form must be typed or printed under
the signature. The signatory to the filing must also manually sign a
signature page or other document authenticating, acknowledging or
otherwise adopting his or her signature that appears in the filing.
Such document must be executed before or at the time the filing is
made and must be retained by the issuer for a period of five years.
Upon request, the issuer must furnish to the Commission or its staff
a copy of any or all documents retained pursuant to this
instruction.

    Note:  The text of Form 1-Z will not appear in the Code of
Federal Regulations.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
19. The authority citation for part 240 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and
Pub. L. 111-203, 939A, 124 Stat. 1376, (2010), unless otherwise
noted.
* * * * *

0
20. Section 240.12g5-1 is amended by adding paragraph (a)(7) to read as
follows:

Sec.  240.12g5-1  Definition of securities ``held of record''.

    (a) * * *
    (7) Other than when determining compliance with Rule 257(d)(2) of
Regulation A (Sec.  230.257(d)(2) of this chapter), the definition of
``held of record'' shall not include securities issued in a Tier 2
offering pursuant to Regulation A by an issuer that:
    (i) Is required to file reports pursuant to Rule 257(b) of
Regulation A (Sec.  230.257(b) of this chapter);
    (ii) Is current in filing annual, semiannual and special financial
reports pursuant to such rule as of its most recently completed fiscal
year end;
    (iii) Has engaged a transfer agent registered pursuant to Section
17A(c) of the Act to perform the function of a transfer agent with
respect to such securities; and
    (iv) Had a public float of less than $75 million as of the last
business day of its most recently completed semiannual period, computed
by multiplying the aggregate worldwide number of shares of its common
equity securities held by non-affiliates by the price at which such
securities were last sold (or the average

bid and asked prices of such securities) in the principal market for
such securities or, in the event the result of such public float
calculation was zero, had annual revenues of less than $50 million as
of its most recently completed fiscal year. An issuer that would be
required to register a class of securities under Section 12(g) of the
Act as a result of exceeding the applicable threshold in this paragraph
(a)(7)(iv), may continue to exclude the relevant securities from the
definition of ``held of record'' for a transition period ending on the
penultimate day of the fiscal year two years after the date it became
ineligible. The transition period terminates immediately upon the
failure of an issuer to timely file any periodic report due pursuant to
Rule 257 (Sec.  230.257 of this chapter) at which time the issuer must
file a registration statement that registers that class of securities
under the Act within 120 days.
* * * * *
0
21. Section 240.15c2-11 is amended by revising paragraphs (a)(3) and
(d)(2)(i) to read as follows:

Sec.  240.15c2-11  Initiation or resumption of quotations without
specific information.

* * * * *
    (a) * * *
    (3) A copy of the issuer's most recent annual report filed pursuant
to section 13 or 15(d) of the Act or pursuant to Regulation A
((Sec. Sec.  230.251 through 230.263 of this chapter), or a copy of the
annual statement referred to in section 12(g)(2)(G)(i) of the Act in
the case of an issuer required to file reports pursuant to section 13
or 15(d) of the Act or an issuer of a security covered by section
12(g)(2)(B) or (G) of the Act, together with any semiannual, quarterly
and current reports that have been filed under the provisions of the
Act or Regulation A by the issuer after such annual report or annual
statement; provided, however, that until such issuer has filed its
first annual report pursuant to section 13 or 15(d) of the Act or
pursuant to Regulation A, or annual statement referred to in section
12(g)(2)(G)(i) of the Act, the broker or dealer has in its records a
copy of the prospectus specified by section 10(a) of the Securities Act
of 1933 included in a registration statement filed by the issuer under
the Securities Act of 1933, other than a registration statement on Form
F-6, or a copy of the offering circular specified by Regulation A
included in an offering statement filed by the issuer under Regulation
A, that became effective or was qualified within the prior 16 months,
or a copy of any registration statement filed by the issuer under
section 12 of the Act that became effective within the prior 16 months,
together with any semiannual, quarterly and current reports filed
thereafter under section 13 or 15(d) of the Act or Regulation A; and
provided further, that the broker or dealer has a reasonable basis
under the circumstances for believing that the issuer is current in
filing annual, semiannual, quarterly, and current reports filed
pursuant to section 13 or 15(d) of the Act or Regulation A, or, in the
case of an insurance company exempted from section 12(g) of the Act by
reason of section 12(g)(2)(G) thereof, the annual statement referred to
in section 12(g)(2)(G)(i) of the Act; or
* * * * *
    (d) * * *
    (2) * * *
    (i) A broker-dealer shall be in compliance with the requirement to
obtain current reports filed by the issuer if the broker-dealer obtains
all current reports filed with the Commission by the issuer as of a
date up to five business days in advance of the earlier of the date of
submission of the quotation to the quotation medium and the date of
submission of the information in paragraph (a) of this section pursuant
to the applicable rule of the Financial Industry Regulatory Authority,
Inc. or its successor organization; and
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
22. The authority citation for part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
23. Section 249.208 is amended by:
0
a. Revising paragraph (a); and
0
b. Adding paragraph (e).
    The revision and addition read as follows:

Sec.  249.208a  Form 8-A, for registration of certain classes of
securities pursuant to section 12 (b) or (g) of the Securities Exchange
Act of 1934.

    (a) Subject to paragraph (b) of this section, this form may be used
for registration pursuant to section 12(b) or (g) of the Securities
Exchange Act of 1934 of any class of securities of any issuer which:
    (1) Is required to file reports pursuant to sections 13 and 15(d)
of that Act;
    (2) Is concurrently qualifying a Tier 2 offering statement relating
to that class of securities using the Form S-1 or Form S-11 disclosure
models; or
    (3) Pursuant to an order exempting the exchange on which the issuer
has securities listed from registration as a national securities
exchange.
* * * * *
    (e) Notwithstanding the foregoing in paragraphs (c) and (d) of this
section, if the form is used for registration of a class of securities
being offered under Regulation A, it shall become effective:
    (1) For the registration of a class of securities under Section
12(b), upon the latest of the filing of the form with the Commission,
the qualification of the Regulation A offering statement or the receipt
by the Commission of certification from the national securities
exchange listed on the form; or
    (2) For the registration of a class of securities under Section
12(g), upon the later of the filing of the form and qualification of
that Regulation A offering statement.
0
24. Amend Form 8-A (referenced in Sec.  249.208a) by revising it to
read as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL
INSTRUCTIONS

A. Rule as to Use of Form 8-A.

    (a) Subject to paragraph (b) below, this form may be used for
registration pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934 of any class of securities of any issuer which is
(1) required to file reports pursuant to Section 13 or 15(d) of that
Act, (2) is concurrently qualifying a Tier 2 offering statement
relating to that class of securities using the Form S-1 or Form S-11
disclosure models that includes financial statements that are audited
in accordance with the standards of, and by an accounting firm that is
registered with, the Public Company Accounting Oversight Board (United
States), or (3) pursuant to an order exempting the exchange on which
the issuer has securities listed from registration as a national
securities exchange.
    (b) If the registrant would be required to file an annual report
pursuant to Section 15(d) of the Act for its last fiscal year, except
for the fact that the registration statement on this form will become
effective before such report is required to be filed, an annual report
for such fiscal year shall nevertheless be filed within the period
specified in the appropriate annual report form.

    (c) If this form is used for the registration of a class of
securities under Section 12(b), it shall become effective:
    (1) If a class of securities is not concurrently being registered
under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (``Securities
Act''), upon the later of receipt by the Commission of certification
from the national securities exchange listed on this form or the filing
of the Form 8-A with the Commission; or
    (2) If a class of securities is concurrently being registered under
the Securities Act, upon the latest of the filing of the Form 8-A with
the Commission, receipt by the Commission of certification from the
national securities exchange listed on this form or effectiveness of
the Securities Act registration statement relating to the class of
securities.
    (d) If this form is used for the registration of a class of
securities under Section 12(g), it shall become effective:
    (1) If a class of securities is not concurrently being registered
under the Securities Act, upon the filing of the Form 8-A with the
Commission; or
    (2) If class of securities is concurrently being registered under
the Securities Act, upon the later of the filing of the Form 8-A with
the Commission or the effectiveness of the Securities Act registration
statement relating to the class of securities.
    (e) Notwithstanding the foregoing in paragraphs (c) and (d) of this
form, if this form is used for registration of a class of securities
being offered under Regulation A, it shall become effective:
    (1) For the registration of a class of securities under Section
12(b), upon the latest of the filing of the Form 8-A with the
Commission, the qualification of the Regulation A offering statement or
the receipt by the Commission of certification from the national
securities exchange listed on this form; or
    (2) For the registration of a class of securities under Section
12(g), upon the later of the filing of the Form 8-A and qualification
of the Regulation A offering statement.
    (Note: Registration pursuant to paragraph (e) of this form is not
permitted if the filing of the Form 8-A and, where applicable, the
receipt by the Commission of certification from the national securities
exchange listed on this form occurs more than five calendar days after
the qualification of the Regulation A offering statement)

B. Application of General Rules and Regulations.

    (a) The General Rules and Regulations under the Act contain certain
general requirements which are applicable to registration on any form.
These general requirements should be carefully read and observed in the
preparation and filing of registration statements on this form.
    (b) Particular attention is directed to Regulation 12B which
contains general requirements regarding matters such as the kind and
size of paper to be used, legibility, information to be given whenever
the title of securities is required to be stated, incorporation by
reference and the filing of the registration statement. The definitions
contained in Rule 12b-2 should be especially noted.

C. Preparation of Registration Statement.

    This form is not to be used as a blank form to be filled in, but
only as a guide in the preparation of the registration statement on
paper meeting the requirements of Rule 12b-12. The registration
statement shall contain the item numbers and captions, but the text of
the items may be omitted. The answers to the items shall be prepared in
the manner specified in Rule 12b-13.

D. Signature and Filing of Registration Statement.

    Eight complete copies of the registration statement, including all
papers and documents filed as a part thereof (other than exhibits)
shall be filed with the Commission and at least one such copy shall be
filed with each exchange on which the securities are to be registered.
Exhibits shall be filed with the Commission and with any exchange in
accordance with the Instructions as to Exhibits. At least one copy of
the registration statement filed with the Commission and one filed with
each exchange shall be manually signed. Unsigned copies shall be
conformed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

-----------------------------------------------------------------------
    (Exact name of registrant as specified in its charter)

-----------------------------------------------------------------------
    (State or other jurisdiction of incorporation or organization)

-----------------------------------------------------------------------
    (Address of principal executive offices)

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

-----------------------------------------------------------------------
    (Zip Code)

    Securities to be registered pursuant to Section 12(b) of the
Act:

Title of each class to be so registered
-----------------------------------------------------------------------

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

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

Name of each exchange on which each class is to be registered
-----------------------------------------------------------------------

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

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

    If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. [ballot]
    If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. [ballot]
    If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
[ballot]
    Securities Act registration statement or Regulation A offering
statement file number to which this form relates:____ (if applicable)
    Securities to be registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------------------

    (Title of class)

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

    (Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

    Furnish the information required by Item 202 of Regulation S-K
(Sec.  229.202 of this chapter), as applicable.
    Instruction. If a description of the securities comparable to that
required here is contained in any prior filing with the Commission,
such description may be incorporated by reference to such other filing
in answer to this item. If such description will be included in a form
of prospectus or an offering circular subsequently filed by the
registrant pursuant to Rule 424(b) under the Securities Act (Sec.
230.424(b) of this chapter) or Rule 253(g) of Regulation A (Sec.
230.253(g) of this chapter), this registration statement shall state
that such prospectus or offering circular shall be deemed to be
incorporated by reference into the registration statement. If the
securities are to be registered on a national securities exchange and
the description has not previously been filed with such exchange,
copies of the description shall be filed with copies of the application
filed with the exchange.

Item 2. Exhibits.

    List below all exhibits filed as a part of the registration
statement:
    Instruction. See the instructions as to exhibits, set forth below.
SIGNATURE
    Pursuant to the requirements of Section l2 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
(Registrant)
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Date
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By
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    *Print the name and title of the signing officer under such
officer's signature.
INSTRUCTIONS AS TO EXHIBITS
    If the securities to be registered on this form are to be
registered on an exchange on which other securities of the registrant
are registered, or are to be registered pursuant to Section 12(g) of
the Act, copies of all constituent instruments defining the rights of
the holders of each class of such securities, including any contracts
or other documents which limit or qualify the rights of such holders,
shall be filed as exhibits with each copy of the registration statement
filed with the Commission or with an exchange, subject to Rule 12b-32
regarding incorporation of exhibits by reference.

    Note: The text of Form 8-A will not appear in the Code of
Federal Regulations.

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF
1939

0
25. The authority citation for part 260 is revised to read as follows:

    Authority:  15 U.S.C. 77c, 77ddd, 77eee, 77ggg, 77nnn, 77sss,
78ll (d), 80b-3, 80b-4, and 80b-11, unless otherwise noted.

0
26. Section 260.4a-1 is revised to read as follows:

Sec.  260.4a-1  Exempted securities under section 304(a)(8).

    The provisions of the Trust Indenture Act of 1939 shall not apply
to any security that has been or will be issued otherwise than under an
indenture. The same issuer may not claim this exemption within a period
of twelve consecutive months for more than $50,000,000 aggregate
principal amount of any securities.

    By the Commission.
    Dated: March 25, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-07305 Filed 4-17-15; 8:45 am]
 BILLING CODE 8011-01-P