Section 63 Form D-Notice of Exempt Offering of Securities

• Library: Business Transitions 2009 Forms

The following form is available on the internet at the Missouri Secretary of State's website at:

www.sos.mo.gov/securities/registration2.asp

You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only satisfy an SEC filiing obligation by submitting the information required by this form to the SEC in electronic format online at https://www.onlineforms.edgarfiling.sec.gov.

FORM D

Notice of Exempt Offering of Securities
U.S. Securities and Exchange Commission
Washington, DC 20549
(See instructions beginning on page 5)

Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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Item 1. Issuer's Identity

Name of Issuer_________________

Jurisdiction of Incorporation/Organization_________________

Year of Incorporation/Organization (Select one)

[ ] Over Five Years Ago [ ] Within Last Five Years (specify year)

[ ] Yet to Be Formed

Previous Name(s)_________________ [ ] None

Entity Type (Select one)

[ ] Corporation

[ ] Limited Partnership

[ ] Limited Liability Company

[ ] General Partnership

[ ] Business Trust

[ ] Other (Specify)

(If more than one issuer is filing this notice, check this box Q and identify additional issuer(s) by attaching Items 1 and 2 Continuation Page(s).)

Item 2. Principal Place of Business and Contact Information

Street Address 1_________________
Street Address 2_________________
City_________________
State/Province/Country_________________
ZIP/Postal Code_________________
Phone No._________________

Item 3. Related Persons

Last Name_________________
First Name_________________
Middle Name_________________
Street Address 1_________________
Street Address 2_________________
City_________________
State/Province/Country_________________
ZIP/Postal Code_________________

Relationship(s): [ ] Executive Officer [ ] Director [ ] Promoter

Clarification of Response (if Necessary)

(Identify additional related persons by checking this box Q and attaching Item 3 Continuation Page(s). )

Item 4. Industry Group (Select one)

[ ] Agriculture Banking and Financial Services

[ ] Commercial Banking

[ ] Insurance

[ ] Investing

[ ] Investment Banking

[ ] Pooled Investment Fund If selecting this industry group, also select one fund type below and answer the question below:

[ ] Hedge Fund

[ ] Private Equity Fund

[ ] Venture Capital Fund

[ ] Other Investment Fund

Is the issuer registered as an investment company under the Investment Company Act of 1940? [ ] Yes [ ] No

[ ] Other Banking & Financial Services

[ ] Business Services Energy

[ ] Electric Utilities

[ ] Energy Conservation

[ ] Coal Mining

[ ] Environmental Services

[ ] Oil & Gas

[ ] Other Energy

Health Care

[ ] Biotechnology

[ ] Health Insurance [ ] Hospitals & Physcians [ ] Pharmaceuticals [ ] Other Health Care [ ] Manufacturing Real Estate

[ ] Commercial

[ ] Construction

[ ] REITS & Finance

[ ] Residential

[ ] Other Real Estate

[ ] Retailing

[ ] Restaurants

Technology

[ ] Computers

[ ] Telecommunications

[ ] Other Technology

Travel

[ ] Airlines & Airports [ ] Lodging & Conventions [ ] Tourism & Travel Services [ ] Other Travel

[ ] Other

Item 5. Issuer Size (Select one)

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)

[ ] No Revenues

[ ] $1 - $1,000,000

[ ] $1,000,001 - $5,000,000

[ ] $5,000,001 - $25,000,000

[ ] $25,000,001 - $100,000,000

[ ] Over $100,000,000

[ ] Decline to Disclose

[ ] Not Applicable

OR

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in Item 4 above)

[ ] No Aggregate Net Asset Value

[ ] $1 - $5,000,000

[ ] $5,000,001 - $25,000,000

[ ] $25,000,001 - $50,000,000

[ ] $50,000,001 - $100,000,000

[ ] Over $100,000,000

[ ] Decline to Disclose

[ ] Not Applicable

Item 6. Federal Exemptions and Exclusions Claimed (Select all that apply)

Investment Company Act Section 3(c)

[ ] Rule 504(b)(1) (not (i), (ii) or (iii))

[ ] Rule 504(b)(1)(i)

[ ] Rule 504(b)(1)(ii)

[ ] Rule 504(b)(1)(iii)

[ ] Rule 505

[ ] Rule 506

[ ] Securities Act Section 4(6)

[ ] Section 3(c)(1)

[ ] Section 3(c)(2)

[ ] Section 3(c)(3)

[ ] Section 3(c)(4)

[ ] Section 3(c)(5)

[ ] Section 3(c)(6)

[ ] Section 3(c)(7)

[ ] Section 3(c)(9)

[ ] Section 3(c)(10)

[ ] Section 3(c)(11)

[ ] Section 3(c)(12)

[ ] Section 3(c)(13)

[ ]Section 3(c)(14)

Item 7. Type of Filing

[ ] New Notice OR [ ] Amendment

Date of First Sale in this Offering:_____________ OR [ ] First Sale Yet to Occur

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year? [ ] Yes [ ] No

Item 9. Type(s) of Securities Offered (Select all that apply)

[ ] Equity

[ ] Debt

[ ] Option, Warrant or Other Right to Acquire Another Security

[ ] Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

[ ] Pooled Investment Fund Interests

[ ] Tenant-in-Common Securities

[ ] Mineral Property Securities

[ ] Other (Describe)

_____________________________

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? [ ] Yes [ ] No

Clarification of Response (if Necessary)_______________________________

Item 11. Minimum Investment

Minimum investment accepted from any outside investor $___________

Item 12. Sales Compensation

Recipient___________________

Recipient CRD Number_________________ [ ] No CRD Number

(Associated) Broker or Dealer_______________ [ ] None

(Associated) Broker or Dealer CRD Number_____________________ [ ] No CRD Number

Street Address 1_________________

Street Address 2_________________

City_________________...