Fillable Printable Form 1-K

Form 1-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 (§§ 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 ﬁ nancial reports ﬁled pursuant to Rule 257(b)(2)(i)(A) of Regula-

tion A. Such special ﬁnancial reports shall be ﬁled and signed in the manner set forth in this Form, but other-

wise 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 re-

port.

(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 circum-

stances 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 Electron-

ic 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 ofﬁ cer, principal ﬁ nancial ofﬁ cer, 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

Persons who are to respond to the collection of information contained in this form are not

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required to respond unless the form displays a currently valid OMB control number.

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 descrip-

tion must be noted in the exhibits index for each relevant exhibit. All descriptions of where information incor-

porated 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 infor-

mation 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-refer-

enced in any case where such incorporation would render the statement or report incomplete, unclear, or confus-

ing. 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 ED-

GAR 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: ____________________________________________________

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________________________________________________________________________________________

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 permis-

sible 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): __________________________________________________

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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 ﬁs-

cal year covered by this Form 1-K, but not reported, whether or not otherwise required by this Form 1-K. If dis-

closure 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 gener-

ally 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 ﬁ nancial 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.

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 regis-

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tered 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 ﬂ ows, 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 ﬁnan-

cial 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 speciﬁ ed by

the rules below.

(1) Financial Statements of Guarantors and Issuers of Guaranteed Securities. Financial statements of a subsid-

iary that issues securities guaranteed by the parent or guarantees securities issued by the parent must be present-

ed 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 be-

ing 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 para-

graphs 1, 12, and 13 of Item 17.

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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 per-

sons on behalf of the issuer and in the capacities and on the dates indicated.

By (Signature and Title) __________________________________________________________________

Date ______________________________

By (Signature and Title) __________________________________________________________________

Date ______________________________

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