Sec Form 1a Regulation A Offering Statement (Page 17 of 29) in pdf

reported operations that are not expected to have an impact upon future operations.

2. Where the consolidated ﬁ nancial statements reveal material changes from year to year in one or

more line items, the causes for the changes shall be described to the extent necessary to an understanding of

the issuer’s businesses as a whole. If the causes for a change in one line item also relate to other line items, no

repetition is required and a line-by-line analysis of the ﬁ nancial statements as a whole is not required or gener-

ally appropriate. Issuers need not recite the amounts of changes from year to year which are readily computable

from the ﬁ nancial statements. The discussion must not merely repeat numerical data contained in the consoli-

dated ﬁnancial statements.

3. When interim period ﬁ nancial statements are included, discuss any material changes in ﬁnancial

condition from the end of the preceding ﬁ scal year to the date of the most recent interim balance sheet provided.

Discuss any material changes in the issuer’s results of operations with respect to the most recent ﬁ scal year-to-

date period for which an income statement is provided and the corresponding year-to-date period of the preced-

ing ﬁ scal year.

(b) Liquidity and capital resources. Provide information regarding the following:

(1) the issuer’s liquidity (both short and long term), including a description and evaluation of the internal

and external sources of liquidity and a brief discussion of any material unused sources of liquidity. If a material

deﬁciency in liquidity is identiﬁed, indicate the course of action that the issuer has taken or proposes to take to

remedy the deﬁ ciency.

(2) the issuer’s material commitments for capital expenditures as of the end of the latest ﬁscal year and

any subsequent interim period and an indication of the general purpose of such commitments and the anticipat-

ed sources of funds needed to fulﬁll such commitments.

each of the three ﬁscal years immediately before the ﬁling of the offering statement (or since inception, which-

ever is shorter) must describe, if formulated, their plan of operation for the 12 months following the commence-

ment of the proposed offering. If such information is not available, the reasons for its unavailability must be

stated. Disclosure relating to any plan must include, among other things, a statement indicating whether, in the

issuer’s opinion, the proceeds from the offering will satisfy its cash requirements or whether it anticipates it will

be necessary to raise additional funds in the next six months to implement the plan of operations.

(d) Trend information. The issuer must identify the most signiﬁcant recent trends in production, sales and

inventory, the state of the order book and costs and selling prices since the latest ﬁnancial year. The issuer also

must discuss, for at least the current ﬁnancial year, any known trends, uncertainties, demands, commitments or

events that are reasonably likely to have a material effect on the issuer’s net sales or revenues, income from con-

tinuing operations, proﬁtability, liquidity or capital resources, or that would cause reported ﬁ nancial information

not necessarily to be indicative of future operating results or ﬁ nancial condition.

Item 10.

Directors, Executive Ofﬁcers and Signiﬁ cant Employees

(a) For each of the directors, persons nominated or chosen to become directors, executive ofﬁcers, persons cho-

sen to become executive ofﬁcers, and signiﬁcant employees, provide the information speciﬁed below in sub-

stantially the following tabular format:

Sec Form 1a Regulation A Offering Statement Page 17