Sec Form 1a Regulation A Offering Statement (Page 20 of 29) in pdf

Instructions to Item 11:

1. In case of compensation paid or to be paid otherwise than in cash, if it is impracticable to determine

the cash value thereof, state in a note to the table the nature and amount thereof.

2. This item is to be answered on an accrual basis if practicable; if not so answered, state the basis

used.

Item 12.

Security Ownership of Management and Certain Securityholders

(a) Include the information speciﬁed in paragraph (b) of this item as of the most recent practicable date (stating

the date used), in substantially the tabular format indicated, with respect to voting securities beneﬁ cially owned

by:

(1) all executive ofﬁcers and directors as a group, individually naming each director or executive ofﬁ cer who

beneﬁcially owns more than 10% of any class of the issuer’s voting securities;

(2) any other securityholder who beneﬁcially owns more than 10% of any class of the issuer’s voting securities

as such beneﬁcial ownership would be calculated if the issuer were subject to Rule 13d-3(d)(1) of the Securities

Exchange Act of 1934.

(b) Beneﬁ cial Ownership Table:

Title of

Name and address

Amount and nature of

Percent of

class

of beneﬁcial

beneﬁcial ownership

class(3)

owner(1)

acquirable(2)

(1) The address given in this column may be a business, mailing, or residential address. The address

may be included in an appropriate footnote to the table rather than in this column.

(2) This column must include the amount of equity securities each beneﬁcial owner has the right to

acquire using the manner speciﬁed in Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. An appropriate

footnote must be included if the column heading does not sufﬁciently describe the circumstances upon which

such securities could be acquired.

(3) This column must use the amounts contained in the two preceding columns to calculate the percent

of class owned by such beneﬁ cial owner.

Item 13.

Interest of Management and Others in Certain Transactions

(a) Describe brieﬂy any transactions or any currently proposed transactions during the issuer’s last two com-

pleted ﬁscal years and the current ﬁscal year, to which the issuer or any of its subsidiaries was or is to be a

participant and the amount involved exceeds $50,000 for Tier 1 or the lesser of $120,000 and one percent of the

average of the issuer’s total assets at year end for the last two completed ﬁscal years for Tier 2, and in which any

of the following persons had or is to have a direct or indirect material interest, naming the person and stating his

or her relationship to the issuer, the nature of the person’s interest in the transaction and, where practicable, the

Sec Form 1a Regulation A Offering Statement Page 20