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
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.
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:
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.
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.
Add § 239.94 to read as follows:
§ 239.94 Form 1-Z.
This form shall be used to file an exit report under Regulation A (§§ 230.251-
230.263 of this chapter).
Add Form 1-Z (referenced in § 239.94) to read as follows:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-Z
EXIT REPORT UNDER REGULATION A GENERAL INSTRUCTIONS
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.
An issuer filing this Form pursuant to Rule 257(a) must only complete the Preliminary Information and Part I.
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
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.
* * * * *
Section 240.12g5-1 is amended by adding paragraph (a)(7) to read as follows:
§ 240.12g5-1 Definition of securities “held of record”.
(a) * * *