[If “Insurance” is selected, display the following options in the Financial Statements table:]
Balance Sheet Information
Cash and Cash Equivalents:
Total Investments:
Accounts and Notes Receivable:
Property and Equipment:
Total Assets:
Accounts Payable and Accrued Liabilities:
Policy Liabilities and Accruals:
Long Term Debt:
Total Liabilities:
Total Stockholders’ Equity:
Total Liabilities and Equity:
Income Statement Information
Total Revenues:
Costs and Expenses Applicable to Revenues:
Depreciation and Amortization:
Net Income:
Earnings Per Share – Basic:
Earnings Per Share – Diluted:
[End of section that varies based on the selection of Industry Group]
Name of Auditor (if any):
Outstanding Securities
Name of Class
(if any)
Units Outstanding
CUSIP
(if any)
Name of Trading Center or Quotation Medium (if any)
Common Equity
Preferred Equity
Debt Securities
ITEM 2. Issuer Eligibility
Check this box to certify that all of the following statements are true for the issuer(s):
Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
Principal place of business is in the United States or Canada.
Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
Not an investment company registered or required to be registered under the Investment Company Act of 1940.
Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
Not issuing asset-backed securities as defined in Item 1101(c) of Regulation AB.
Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).
ITEM 3. Application of Rule 262
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if “bad actor” disclosure under Rule 262(d) is provided in Part II of the offering statement.
ITEM 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings
Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering:
Tier 1 Tier 2
Check the appropriate box to indicate whether the annual financial statements have been audited:
Unaudited Audited
Types of Securities Offered in this Offering Statement (select all that apply):
Equity (common or preferred stock) Debt
Option, warrant or other right to acquire another security
Security to be acquired upon exercise of option, warrant or other right to acquire security
Tenant-in-common securities
Other (describe)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?
Yes No
Does the issuer intend this offering to last more than one year? Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Yes No
Will the issuer be conducting a best efforts offering? Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?
Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer? Yes No
Number of securities offered:
Number of securities of that class already outstanding:
The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to
Rule 251(a) for the definition of “aggregate offering price” or “aggregate sales” as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.
Price per security: $
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer:
$
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders:
$
The portion of aggregate offering attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement:
$
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement:
$
Total: $ (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs).
Anticipated fees in connection with this offering and names of service providers:
Name of Service Provider
Fees
Underwriters:
$
Sales Commissions:
$
Finders’ Fees:
$
Audit:
$
Legal:
$
Promoters:
$
Blue Sky Compliance:
$
CRD Number of any broker or dealer listed: Estimated net proceeds to the issuer: $
Clarification of responses (if necessary):
ITEM 5. Jurisdictions in Which Securities are to be Offered
Using the list below, select the jurisdictions in which the issuer intends to offer the securities:
[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them individually, add all and remove all.]
Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box:
None
Same as the jurisdictions in which the issuer intends to offer the securities.
[List will include all U.S. and Canadian jurisdictions, with an option to add and remove them individually, add all and remove all.]
ITEM 6. Unregistered Securities Issued or Sold Within One Year
None
As to any unregistered securities issued by the issuer or any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
Name of such issuer.
(1) Title of securities issued
Total amount of such securities issued
Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer
(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).
(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption:
PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR
Financial statement requirements regardless of the applicable disclosure format are specified in Part F/S of this Form 1-A. The narrative disclosure contents of offering circulars are specified as follows:
The information required by:
the Offering Circular format described below; or
The information required by Part I of Form S-1 (17 CFR 239.11) or Part I of Form S-11 (17 CFR 239.18), except for the financial statements, selected financial data, and supplementary financial information called for by those forms. An issuer choosing to follow the Form S-1 or Form S-11 format may follow the requirements for smaller reporting companies if it meets the definition of that term in Rule 405 (17 CFR 230.405). An issuer may only use the Form S-11 format if the offering is eligible to be registered on that form;
The cover page of the offering circular must identify which disclosure format is being followed.
The offering circular must describe any matters that would have triggered disqualification under Rule 262(a)(3) or (a)(5) but for the provisions set forth in Rule 262(b)(1);
The legend required by Rule 253(f) of Regulation A must be included on the offering circular cover page (for issuers following the S-1 or S-11 disclosure models this legend must be included instead of the legend required by Item 501(b)(7) of Regulation S-K);
For preliminary offering circulars, the legend required by Rule 254(a) must be included on the offering circular cover page (for issuers following the S-1 or S-11 disclosure models, this legend must be included instead of the legend required by Item 501(b)(10) of Regulation S-K); and
For Tier 2 offerings where the securities will not be listed on a registered national securities exchange upon qualification, the offering circular cover page must include the following legend highlighted by prominent type or in another manner:
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
The Commission encourages the use of management’s projections of future economic performance that have a reasonable basis and are presented in an appropriate format. See Rule 175, 17 CFR 230.175.
Offering circulars need not follow the order of the items or the order of other requirements of the disclosure form except to the extent otherwise specifically provided. Such information may not, however, be set forth in such a fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading. Information requested to be presented in a specified tabular format must be given in substantially the tabular format specified. For incorporation by reference, please refer to General Instruction III of this Form.
OFFERING CIRCULAR
Item 1. Cover Page of Offering Circular
The cover page of the offering circular must be limited to one page and must include the information specified in this item.
Name of the issuer.
Instruction to Item 1(a):
If your name is the same as, or confusingly similar to, that of a company that is well known, include information to eliminate any possible confusion with the other company. If your name indicates a line of business in which you are not engaged or you are engaged only to a limited extent, include information to eliminate any misleading inference as to your business. In some circumstances, disclosure may not be sufficient and you may be required to change your name. You will not be required to change your name if you are an established company, the character of your business has changed, and the investing public is generally aware of the change and the character of your current business.
Full mailing address of the issuer’s principal executive offices and the issuer’s telephone number (including the area code) and, if applicable, website address.
Date of the offering circular.
Title and amount of securities offered. Separately state the amount of securities offered by selling securityholders, if any. Include a cross-reference to the section where the disclosure required by Item 14 of Part II of this Form 1-A has been provided;
The information called for by the applicable table below as to all the securities being offered, in substantially the tabular format indicated. If necessary, you may estimate any underwriting discounts and commissions and the proceeds to the issuer or other persons.
Price to public
Underwriting
discount and commissions
Proceeds to
issuer
Proceeds to
other persons
Per share/unit:
Total:
If the securities are to be offered on a best efforts basis, the cover page must set forth the termination date, if any, of the offering, any minimum required sale and any arrangements to place the funds received in an escrow, trust, or similar arrangement. The following table must be used instead of the preceding table.