Section 55 Form S-1-General Form of Registration Statement

• Library: Business Transitions 2009 Forms

The following form is available on the internet at the Securities and Exchange Commission's website at:

www.sec.gov/about/forms/secforms.htm

Robin Carnahan
Secretary of State
State of Missouri
Securities Division • 600 W. Main • PO Box 1276
Jefferson City, MO 65102

MISSOURI FORM SR-1FORM OF PROSPECTUS FOR REGISTRATION OF SECURITIESBY QUALIFICATION

PART 1 - GENERAL INSTRUCTIONS

1. As pursuant to Sections 409.3-304 and 409.6-605, RSMo and Missouri regulation 15 CSR 30-52.020, the prospectus described in this form shall be used as the prospectus when offering and selling securities under Section 409.3-304, RSMo, unless another form of prospectus under the Securities Act of 1933 is used and such form substantially comports with the requirements of this form or the form U-7 is used pursuant to Missouri regulation 15 CSR 30-52.275.

2. All of the information requested in this form is generally required in the prospectus. Some of the requested information will not be applicable because of the nature of the securities being registered or because of the financial condition of the company. Under these circumstances, the requested information will not be required in the prospectus. In addition, the information provided in this form is not intended to be all-inclusive and the issuer must include other information not specifically listed that would be important for an investor's understanding of the issuer and the securities being offered.

3. In determining whether an offering is fair, just or equitable, the Securities Division will apply applicable NASAA Statements of Policy as adopted in Missouri regulations 15 CSR Division 30, Chapter 52, Registration of Securities, when reviewing a registration statement.

4. The prospectus shall contain the following sections and applicable information in the prospectus, and in the order presented:

Front Cover Page of Prospectus

Table of Contents

Summary Information

Risk Factors

Use of Proceeds

Determination of Offering Price

Dilution

Capitalization and Long Term Debt Summary of Earnings Description of Business

Management's Discussion and Analysis or Plan of Operation

Management

Promoters

Security Ownership of Principal Holders and Management

Certain Relationships and Related Transactions

Escrow Provisions

Description of Securities

Options to Purchase Securities

Selling Security Holders

Plan of Distribution

Pending Legal Proceedings

Annual Meeting and Reports

Legal Opinions

Experts

Signatures

Financial Statements

PART II - SPECIFIC INSTRUCTIONS

1. Front Cover Page of Prospectus

A. The cover page of the prospectus should be limited to one page.

B. The cover page should contain as applicable the information as presented in paragraph G.

C. The description of securities should include, for example, appropriate disclosure of redemption, conversion features, rate(s) of interest, payment dates, and maturity dates of debt securities.

D. If the offering has a required minimum amount to be sold and held in escrow, then the table on the front page should contain both the minimum and maximum amount of the offering and comparable expenses.

E. If there are selling security holders, there should be a statement to that effect.

F. A brief description of the underwriting arrangement should be included, such as, by a firm commitment or best efforts basis, or if the offering is being sold by the issuer.

G. The cover page should be in the format as follows on the next page:

+-----------------------------------------------------------------+
                | Prospectus |
                +-----------------------------------------------------------------+
                | (Name of Missouri Issuer as specified in its Charter) |
                +-----------------------------------------------------------------+
                | (State or other jurisdiction of incorporation or organization) |
                +-----------------------------------------------------------------+
                | (Address and telephone number of principal executives offices) |
                +-----------------------------------------------------------------+
                | (Name, address and telephone number of agent for service) |
                +-----------------------------------------------------------------+
                | (Description and amount of securities offered) |
                +-----------------------------------------------------------------+
                | Price to Offerees |
                | Underwriting Discounts and Commissions |
                | Proceeds to Applicant or others |
                +-----------------------------------------------------------------+
                

2. Table of Contents

Provide a reasonably detailed table of contents. The table of contents must show the subheading and the page number of the various sections or subdivisions in the prospectus. There should be a specific listing of the risk factors section. The table of contents should immediately follow the cover page.

3. Summary Information

Provide a brief summary of the information in the prospectus. This section may be from one to three pages long. The summary should not merely repeat the text of the prospectus but should provide a brief overview of the key aspects of the offering.

4. Risk Factors

Discuss any factors that make the offering speculative or risky. The risk factors should be in concise paragraphs that separately discuss the principal factors which make the offering speculative. Each paragraph should have a caption. The risk factors may include, among others, the following: lack of operating history; lack of recent profits from operations; poor financial position; lack of a market for the issuer's securities and unlikelihood of a market at any time in the future; inexperience of management or any underwriter; factors related to the issuer's business or proposed business; contracts or dealings between the issuer and its management or promoters; the existence of substantial dilution; the existence or proposed issuance of substantial amount of rights to purchase additional securities of the issuer at prices which would have a dilutive effect on the interest of public investors; the dependency of the issuer on retaining a particular customer or group of customers or the services of one or more particular members of management; small or limited contribution of the promoters, as compared to the public investors; the extent of the issuer's dependency on the proceeds of the offering and/or additional financing to permit it to engage in its current or proposed business activities; competitive factors in the issuer's line of business; problems involving patents, licenses, marketing, advertising and franchises; dividend policy of the issuer; voting control by management; and subordination provisions. Include appropriate cross references to detailed discussions of these factors in the prospectus.

5. Use of Proceeds

A. Describe in tabular form the intended use of proceeds from the offering. Please list the following:

(1) The estimated amount of proceeds to be received by the issuer;

(2) The estimated amount to be used for each purpose; and

(3) The order of priority in which the proceeds will be used for the purpose stated.

B. Where the use of proceeds allocation will be different depending on the amount of securities sold, prepare another table or otherwise indicate.

C. If funds are to be raised from other sources to achieve the purpose stated, indicate the source of the remaining funds.

D. If a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, state the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition.

E. If a material amount of proceeds will discharge debt, state the interest rate and maturity. If the debt was incurred within one year, describe the use of the proceeds of that debt.

F. Where proceeds are to be used in connection with a transaction described under "Related Transactions," a specific reference should be made thereto.

G. Generally, the issuer may not reserve more than 15% of the proceeds for working capital or general corporate purposes (see NASAA Statement of Policy Regarding Specificity in Use of Proceeds).

6. Determination of Offering Price

A. If there is no established public market for the common equity being registered or if there is a significant difference between the offering price and the market price of the stock, give the factors that were considered in determining the offering price.

B. If warrants, rights and convertible securities are being registered and there is no public market for the underlying securities, describe the factors considered in determining the exercise or conversion price.

7. Dilution

A. If the issuer is selling the common equity at a price significantly more than the price paid by officers, directors, promoters and affiliated persons for common equity purchased by them during the past five years (or for which they have rights to purchase), compare these prices.

B. If paragraph (A) of this item...