Section 58 Form U-7-Small Company Offering Registration (SCOR)

• Library: Business Transitions 2009 Forms

The following form is available on the internet at the North American Securities Administrators Association's (NASAA's) website at:

www.nasaa.org/Industry___Regulatory_Resources/Corporation_Finance/564.cfm

The following caution is from the above page of NASAA's website:

NASAA revised the Form U-7, Disclosure Document on September 28, 1999. The revised Form U-7 has not been adopted by the Securities and Exchange Commission for use as the disclosure document in connection with Regulation A. If you intend to qualify your offering of securities under SEC Regulation A using Model A as the disclosure document, you may be required to use Form U-7, Small Corporate Offering Registration, adopted April 29, 1989 [a link is provided to the 1989 form].

FORM U-7

DISCLOSURE DOCUMENT

A manual has been prepared to help you complete this Disclosure Document. The manual contains instructions for completing each Item. If you do not have a SCOR Manual, contact your State or Provincial securities regulator or the North American Securities Administrators Association.

(www.nasaa.org)

THIS BOX IS NOT PART OF THE SCOR FORM AND SHOULD BE REMOVED BEFORE THE COMPLETED FORM IS GIVEN TO PROSPECTIVE INVESTORS

Place Company Logo (if any) here or to left or right of Company Name____________________________________________________________________(Exact name of Company as set forth in Articles of Incorporation or Organizational Documents)

Street address of principal office:
Company Telephone Number:
Person(s) to contact at Company with respect to offering:
Telephone Number (if different from above):
Type of securities offered:
Price per security: $
Sales commission, if any: ___________%
Minimum number of securities offered:
Maximum number of securities offered:
Total proceeds: If minimum sold: $
If maximum sold: $

Investment in a small business is often risky. You should not invest any funds in this offering unless you can afford to lose your entire investment. See Item 1 for a discussion of the risk factors that management believes present the most substantial risks to you.

The date of this Disclosure Document is .

Executive Summary

The Company

Describe the business of the Company.

Describe how the Company plans to carry out its activities.

This Company:

[ ] Has never conducted operations.

[ ] Is in the development stage.

[ ] Is currently conducting operations.

[ ] Has shown a profit in the last fiscal year.

[ ] Other (Specify):

(Check at least one, as appropriate)

Jurisdiction and date of formation: __________________ __________________

Fiscal year end:
__________________
(month)
__________________
(day)

How the Company Will Use Your Money

Describe how the Company intends to use the proceeds of this offering.

For more information about how the Company will use your money, see Item 30.

The Principal Officers of the Company

The Principal Officers of the Company and their titles are:

Chief Executive Officer:

Chief Operating Officer:

Chief Financial Officer:

For more information about these Officers, see Item 77.

The Offering

Name of Sales Person(s):

Address:

Telephone Number:

Is there an impound of proceeds until the minimum is obtained? [ ] Yes [ ] No

(See Items 73 - 76)

Is this offering limited to certain purchasers? [ ] Yes [ ] No (See Item 72)

Is transfer of the securities restricted? [ ] Yes [ ] No (See Item 53)

This offering is available for sale in the following states:

You should consider the terms and risks of this offering before you invest. No government regulator is recommending these securities. No government regulator has verified that this document is accurate or determined that it is adequate. It is a crime for anyone to tell you differently.

The Company has included in this Disclosure Document all of its representations about this offering. If anyone gives you more or different information, you should ignore it. You should rely only on the information in this Disclosure Document.

TABLE OF CONTENTS

...........................................................................................................................Page

Risk Factors................................................................................................................................... 6

Business and Properties................................................................................................................. 6

General Description of the Business
Suppliers
Customer Sales and Orders
Competition
Marketing
Employees
Properties
Research and Development
Governmental Regulation
Company History and Organization

Milestones...................................................................................................................................... 11

Use of Proceeds............................................................................................................................. 13

Selected Financial Information...................................................................................................... 14

General
Capitalization
Dilution

Management's Discussion and Analysis of Certain Relevant Factors........................................... 17

Description of Securities Offered.................................................................................................. 19

General
Preferred Stock
Debt Securities
Ratio of Earnings to Fixed Charges

How These Securities Will Be Offered and Sold.......................................................................... 22

Company Salespersons
Other Salespersons and Finders
Purchaser Limitations
Impound of Offering Proceeds

Management.................................................................................................................................. 25

Officers and Key Persons of the Company
Directors of the Company
Consultants
Arrangements with Officers, Directors, and Key Persons
Compensation
Prior Experience
Certain Legal Proceedings

Outstanding Securities-............................................................................................................... 31

General
Dividends, Distributions, and Redemptions
Options and Warrants
Sales of Securities

Principal Stockholders................................................................................................................... 32

Management Relationships and Transactions................................................................................ 33

Family Relationships
Management Transactions

Litigation....................................................................................................................................... 35

Tax Aspects.................................................................................................................................... 35

Other Material Factors................................................................................................................... 36

Additional Information................................................................................................................. 36

Signatures...................................................................................................................................... 37

List of Exhibits.............................................................................................................................. 38

RISK FACTORS

1. List in the order of importance the factors that the Company considers to be the most significant risks to an investor.

BUSINESS AND PROPERTIES

GENERAL DESCRIPTION OF THE BUSINESS

2. Describe the business of the Company, including its products or services.

3. Describe how the Company produces or provides these products or services and how and when the Company intends to carry out its activities.

SUPPLIERS

4. Does the Company have any major supply contracts? [ ] Yes [ ] No

If yes, describe.

5. (a) Is the Company dependent upon a limited number of suppliers?

[ ] Yes [ ] No If yes, describe.

5. (b) Does the Company expect to be dependent upon a limited number of suppliers?

[ ] Yes [ ] No If yes, describe.

CUSTOMER SALES AND ORDERS

6. Does the Company have any major sales contracts? [ ] Yes [ ] No

If yes, describe.

7. State the total amount of the Company's sales of products or services for the most recent 12 month financial reporting period.

8. State the dollar amount of a typical sale.

9. Are the Company's sales seasonal or cyclical? [ ] Yes [ ] No

If yes, explain.

10. State the amount of foreign sales as a percent of total sales for last fiscal year. _____%.

Explain the nature of these sales, including any anticipated changes.

11. Name any customers that account for, or based upon existing orders will account for, a major portion (20% or more) of the Company's sales.

12. State the dollar amount of firm orders.

COMPETITION

13. (a) Describe the market area in which the business competes or will compete.

(b) Name the Company's principal competitors and indicate their relative size and financial and market strengths.

14. (a) Does the Company compete, or expect to compete, by price?

[ ] Yes [ ] No If yes, describe its competitive strategy.

(b) Does the Company compete, or expect to compete, by service?

[ ] Yes [ ] No If yes, describe its competitive strategy.

(c) Does the Company compete, or expect to compete, on some other basis?

[ ] Yes [ ] No

If yes, state the basis and describe the Company's competitive strategy.

MARKETING

15. (a) Describe how the Company plans to market its products or services during the next 12 months, including who will perform these marketing activities.

(b) State how the Company will fund these marketing activities.

EMPLOYEES

16. (a) State the number of the Company's present employees by type of employee (i.e., clerical, operations, administrative, etc.).

16. (b) State the number of employees the Company anticipates it will have within the next 12 months by type of employee (i.e., clerical, operations, administrative, etc.).

17. Describe the Company's labor relations.

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