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:
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.
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.
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.
Revise § 239.91 to read as follows:
§ 239.91 Form 1-K.
This form shall be used for filing annual reports under Regulation A (§§ 230.251-
230.263 of this chapter).
Add Form 1-K (referenced in § 239.91) to read as follows:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-K GENERAL INSTRUCTIONS
Rules as to Use of Form 1-K.
This Form shall be used for annual reports pursuant to Rule 257(b)(1) of Regulation A (§§ 230.251-230.263).
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Annual reports on this Form shall be filed within 120 calendar days after the end of the fiscal year covered by the report.
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.
Preparation of Report.
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.
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.
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.
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.
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.
Signature and Filing of Report.
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).
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.
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.
Incorporation by Reference and Cross-Referencing.
An issuer may incorporate by reference to other documents previously submitted or filed on EDGAR. Cross-referencing within the 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.
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.
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 Annual Report OR 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 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):