The Securities and Exchange Commission has not necessarily reviewed
the information in this filing and has not determined if it is
accurate and complete.
The reader should not assume that the information is accurate
and complete.
1. Issuer's Identity
2. Principal Place of Business and Contact Information
3. Related Persons
Clarification of Response (if Necessary):
Clarification of Response (if Necessary):
Clarification of Response (if Necessary):
Clarification of Response (if Necessary):
4. Industry Group
5. Issuer Size
6. Federal Exemption(s) and Exclusion(s) Claimed (select
all that apply)
7. Type of Filing
8. Duration of Offering
9. Type(s) of Securities Offered (select all that apply)
10. Business Combination Transaction
Clarification of Response (if Necessary):
11. Minimum Investment
12. Sales Compensation
13. Offering and Sales Amounts
Clarification of Response (if Necessary):
14. Investors
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and
finders fees expenses, if any. If the amount of an expenditure is not
known, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the
persons required to be named as executive officers, directors or
promoters in response to Item 3 above. If the amount is unknown,
provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review
the Terms of Submission below before signing and clicking SUBMIT below
to file this notice.
Terms of Submission
Each Issuer identified above has read this notice, knows the
contents to be true, and has duly caused this notice to be signed on
its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or
characters adopted or authorized as the signer's signature.
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a)
of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11,
1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of
this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering
that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and
can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their
anti-fraud authority.
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