Form Va-1 Notice Of Limited Offering Of Securities (Page 4 of 5) in pdf

Form Va-1 Notice Of Limited Offering Of Securities Page 4

FORM VA-1 Part 2

(Rev. 11/96)

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

DIVISION OF SECURITIES AND RETAIL FRANCHISING

NOTICE OF LIMITED OFFERING OF SECURITIES

PURSUANT TO 21 VAC 5-40-100 OF THE SECURITIES ACT RULES

Issuer limited transactional exemption.

An issuer must deliver Part 2 of Form VA-1 or a disclosure document containing the information required

by Part 2 of Form VA-1 to all purchasers, if:

Within 18 months prior to the first sale of securities under this rule, the issuer has issued or

committed to be issued securities of the same or a similar class for consideration of a value 25 % or

more below the offering price of securities to be sold under this rule, if the securities issued or committed

to be issued constitute 10% or more of the securities of the same or a similar class outstanding at the

beginning of the offering under this rule, or if the securities were issued or committed to be issued to an

officer, director, general partner, trustee, or promoter of the issuer; or

The entire proceeds of the offering under this rule are not to be escrowed in a bank, as defined in

the federal Securities Act of 1933, §3(a)(2), or a savings and loan association or similar institution as

defined in the federal Securities Act of 1933, §(3)(a)(5), until completion of the offering.

(a)

Indicate the names of officers, directors, general partners, trustees (if a real estate

investment trust) or promoters of the issuer to whom any amount of securities of the

issuer has been, or is to be, issued at a price of 25% or more below the offering price of

this offering, regardless of the percentage of securities of the Issuer this represents, if

issued or committed to be issued within the last 18 months.

NAME

CLASS/TYPE

NO. OF SHARES

PRICE

(b)

Indicate the names of any persons other than those named in paragraph (a), above, to

whom securities aggregating 10% or more of the total securities outstanding at the

beginning of this offering have been issued or committed to the issued within the last 18

months and which were issued or are to be issued at a price 25% or more below the

offering price of this offering.

NAME

CLASS/TYPE

NO. OF SHARES

PRICE

Form Va-1 Notice Of Limited Offering Of Securities Page 4