OMD Pwodgr 5255009Estimated average burdenIntentional misstatements o - PDF document

1 OMD Pwodgr: 5255/009Estimated average bu
OMD Pwodgr: 5255/009Estimated average burdenIntentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001. hours per response: 4.00 Entity Type (Select one) Corporation Limited PartnershipJurisdiction of Incorporation/Organization Limited Liability Company General Partnership Business TrustYear of Incorporation/Organization (Select oneOther (SpecifyOver Five Years Ago Within Last Five Years Yet to Be Formed and identify additional issuer(s) by attaching Items 1 and 2 Continuation Page(s).) Item 2. Principal Place of Business and Contact Information Item 3. Related Persons Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code Promoter Clarification of Response (if ecessary) DirectorExecutive OfficerRelationship(s): (Identify additional related persons by checking this box Item 4. Industry Group (Select one) Agriculture Banking and Financial Services Investment Banking Other Investment Fund Is the issuer registered as an investment company under the Investment Company Yes No Other Banking & Financial Services Business Services Energy Electric Utilities Biotechnology Health Insurance Hospitals & Physcians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate Retailing Restaurants Technology Computers

2 Telecommunications Other Technology Tra
Telecommunications Other Technology Travel Form D 1 Item 5. Issuer Size (Select one) Item 6. Federal Exemptions and Exclusions Claimed Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in 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 (Select all that apply) Investment Company Act Section 3(c) Rule 504(b)(1) (not (i), (ii) or (iii)) Section 3(c)(9)Section 3(c)(1) Rule 504(b)(1)(i) 7. Type of Filing New Notice OR Amendment Date of First Sale in this Offering: Item 8. Duration of Offering Yes Item 9. Type(s) of Securities Offered (Select all that apply) Pooled Investment Fund Interests Debt Equity Option, Warrant or Other Right to Acquire Security to be Acquired Upon Exercise of Option, Item 10. Business Combination Transaction Is this offering being made in connection with a business combination Yes No transaction, such as a merger, acquisition or exchange offer? Clarification of Response (if ecessary) ��Form D 2 IL FORM D U.S. Securities and Exchange Commission Washington, DC 20549 Item 11. Minimum Investment Minimum investment accepted from any outside inves

3 tor $ Item 12. Sales Compensation Recipi
tor $ 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 State/Province/Country ZIP/Postal Code All StatesStates of Solicitation AL AK AZ CA CO CT DC GA HI IDAR DE FL MEIN IA KS KY LA MD MA MI MN MS MO NDNE NJ NY OR PAMT NV NH NCNM OH OK WA WY PRRI SC TX VA WV WIVTSD TN UT (Identify additional person(s) being paid compensation by checking this box and attaching Item 12 Continuation Page(s).) Item 13. Offering and Sales Amounts $(a)Total Offering Amount$b)Total Amount Sol(c)Total Remaining to be Sold$ (Subtract (a) from (b)) Clarification of Response (if ecessary) OR Indefinite OR Indefinite Item 14. Investors Provide separately the amounts of sales commissions and finders' fees expenses, if any. If ��Form D 3 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 has read the contents to true, and duly caused notice to be on its Signature Title ��Form D 4 FORM D General Instructions Section 4Commission (SEC) issuer has sold its securitiein the filin

4 g for each issuer Al issuep must file a
g for each issuer Al issuep must file a new notice with the SEC for each new offering of securities no later than 15 calendar days after the "date of first sale" of securities in the offering as explained in the Instruction to Item 7. For this purpose, the date of irrevocably contractually committed to invest, which, depending on the terms and conditions of the contract, could be the date on which the issuer receives the investor's subscription agreement or check. An issuer may file the notice at any time before that if it has determined to make the offering. An issuer must file a new notice with each state that requires it at the time set by the state. For state filing information, go to . A mandatory capital commitment call does not constitute a new offering, but is made under the original offering, so no new Form D filing is An issuer may file an amendment to a previously filed notice at any time. -to correct a material mistake of fact or -to reflect a change in the information -annually, on or before the first anniversary -the address or relationship to the issuer of -an issuer's revenues or aggregate net -the minimum investment amount, if the -any address or state(s) of solicitation -the total offering amount, if the change is -the amount of securities sold in the -the number of non-accredited investors -the total number of investors who have invested in

5 the offering; and -the amount of sales c
the offering; and -the amount of sales commissions, finders' Saturdays, Sundays and holidays: If the date on which a notice or an amendment to a previously filed notice is required to be filed falls on a Saturday, Sunday or holiday, the due date is Amendment content: An issuer that files an amendment to a previously filed notice must provide current information in response to all items of this Form D, regardless of why the How to file: the SEC in electronic format. FFiling fee: There is no federal fiing fee. For information on state filing fees, go to www. Definitions of terms: Terms used but not and Rule 501 under the Securities Act of 1933, 17 CFR 230.405 and 230.501, have the Form D 5 FORM D Item 1. Issuer's Identity. Item 2. Principal Place of Business and Contact Information. your option, for any or all of the other issuers you identified on your Item 1 and 2 continuation page(s). Item 3. Related Persons. Item 4. Industry Group. select the industry group that most accurately reflects the use of the bulk of the proceeds of the offering. For purposes of this filing, use the Item 5. Issuer Size. (GAAP). Foreign issuers should calculate revenues in U.S. dollars and state them in accordance with U.S. GAAP, home country GAAP or Item 6. Federal Exemption(s) and Exclusion(s) Claimed. tem 7. Type of Filing.Item 8. Duration of Offering. FORM

6 D Item-by-Item Instructions (Continued)
D Item-by-Item Instructions (Continued) Item 9. Type(s) of Securities Offered. securities would be securities that represent proportional ownership in an issuer, such as ordinary common and preferred stock of Item 10. Business Combination Transaction. Item 11. Minimum Investment. Item 12. Sales Compensation. Item 13. Offering and Sales Amounts. Enter the dollar amount of securities being offered under a claim of federal exemption identified in Item 14. Investors. Item 15. Sales Commission and Finders' Fees Expenses. Item 16. Use of Proceeds. The name of the issuer(s) on whose behalf the notice is being submitted should be set forth in the "Issuer" field beside the individual's name; if the individual is signing on behal of all issuers submitting the notice, the word "All" may be set forth in the "Issuer" field. Attach of different issuer(s). Enter the number of continuation pages attached and included in the filing. If no continuation pages are attached, enter "0". Item 1 and 2. Issuer's Identity and Contact Information (Continued) Name of Issuer Previous Name(s) None Jurisdiction of Incorporation/Organization Entity Type (Select one) Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Year of Incorporation/Organization (Select one) Over Five Years Ago Within Last Fi (specify

7 year) Yet to Be Formed At your option,
year) Yet to Be Formed At your option, supply separate contact information for this issuer: Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code Phone No. Previous Name(s) None Entity Type (Select one) Corporation Limited Partnership Name of Issuer Jurisdiction of Incorporation/Organization Limited Liability Company General Partnership Year of Incorporation/Organization Business Trust (Select one Other (Specify)Within Last Five YearsOver Five Years Ago Yet to Be Formed (specify year) At your option, supply separate contact information for this issuer: Street Address 1 Street Address 2 City State/Province/Country Phone No.ZIP/Postal Code Name of Issuer Entity Type (Select one) Previous Name(s) None Corporation Jurisdiction of Incorporation/Organization Limited Partnership Limited Liability Company General Partnership Year of Incorporation/Organization Business Trust (Select one) Other (Specify)Over Five Years Ago Yet to Be Formed (specify year) At your option, supply separate contact information for this issuer: Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code Phone No. ��Form D 8 3. Related Persons (continued) ��Item 3. Related Persons (Continued) First Name City State/Province/Country ZIP/Postal Code Relationship(s): Executive Officer Director Promoter Clarification of Respo

8 nse (if ecessary) Last Name First Name
nse (if ecessary) Last Name First Name Middle Name Street Address 2Street Address 1 City State/Province/Country ZIP/Postal Code Relationship(s): Executive Officer Director Promoter Clarification of Response (if ecessary) 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 ecessary) Last Name First Name Middle Name Street Address 2Street Address 1 City State/Province/Country ZIP/Postal Code Relationship(s): Executive Officer Director Promoter Clarification of Response (if ecessary) Form D 9 ��IL &#x/MCI; 0 ;&#x/MCI; 0 ;U.S.&#x/MCI; 1 ;&#x/MCI; 1 ; Securities and Exchange Commission&#x/MCI; 2 ;&#x/MCI; 2 ;FORM D Item 12. Sales Compensation (Continued) Recipient Recipient CRD Number No CRD Number (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number No CRD Number Street Address 2Street Address 1 City State/Province/Country ZIP/Postal Code States of Solicitation All States AL CO CT DE DC HI IDAK AZ AR CA FL GA MAMSIN LA MD MOKY ME MI MNIA KS NM NYNV NJ ND ORMT OHNE NH NC OKPA WVRI SD TN TX WI WY PRSC VT VA WAUT Recipient Recipient CRD Number No CRD Number (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number No C

9 RD Number Street Address 1 Street Addre
RD Number Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code States of Solicitation All States CA CO CT DE HIAK AR DC ��Form D 10 3. Related Persons (continued) FORM D Signature Title Date Signature Title Date Issuer Name of Signer Signature Title Date Issuer Name of Signer Issuer Name of Signer Signature Title Form D 11 4 4 4 4 l l 4 4 l l n n l l n n l l 4 4 l l OMB APPROVAL Securities and Exchange CommissionFORM D OMB APPROVAL Washington, DC 20549 Notice of Exempt Offering of Securities (See instructions beginning on page 5) Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001. OMD Pwodgr: 5255/009April 50,Estimated average burdenhours per response: 4.00 Entity Type (Select one)Previous Name(s) None Corporation Limited PartnershipJurisdiction of Incorporation/Organization Limited Liability Company General Partnership Business TrustYear of Incorporation/Organization (Select oneOther (SpecifyOver Five Years Ago Within Last Five Years Yet to Be Formed and identify additional issuer(s) by attaching Items 1 and 2 Continuation Page(s).) Item 2. Principal Place of Business and Contact Information Item 3. Related Persons St

10 reet Address 1 Street Address 2 City St
reet Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code Promoter Clarification of Response (if ecessary) DirectorExecutive OfficerRelationship(s): (Identify additional related persons by checking this box Item 4. Industry Group (Select one) Agriculture Banking and Financial Services Investment Banking Other Investment Fund Is the issuer registered as an investment company under the Investment Company 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 Form D 1 OMB APPROVAL Securities and Exchange CommissionFORM D OMB APPROVAL Washington, DC 20549 Notice of Exempt Offering of Securities (See instructions beginning on page 5) Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001. OMD Pwodgr: 5255/009 Estimated average burden .00 Item 1. Issuer's Iden

11 tity Name of Issuer Entity Type (Select
tity Name of Issuer Entity Type (Select one)Previous Name(s) None Corporation Limited PartnershipJurisdiction of Incorporation/Organization Limited Liability Company General Partnership Business TrustYear of Incorporation/Organization (Select oneOther (SpecifyOver Five Years Ago Within Last Five Years Yet to Be Formed and identify additional issuer(s) by attaching Items 1 and 2 Continuation Page(s).) Item 2. Principal Place of Business and Contact Information Item 3. Related Persons Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code Promoter Clarification of Response (if ecessary) DirectorExecutive OfficerRelationship(s): (Identify additional related persons by checking this box Item 4. Industry Group (Select one) Agriculture Banking and Financial Services Investment Banking Other Investment Fund Is the issuer registered as an investment company under the Investment Company 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