Form S-1 - Registration Statement Under The Securities Act Of 1933 (Page 5 of 8) in pdf

(d) Where common equity securities are being offered, information required by Item 201 of Regulation S-K (§229.201 of this chapter),

market price of and dividends on the registrant’s common equity and related stockholder matters;

(e) Financial statements meeting the requirements of Regulation S-X (17 CFR Part 210) (Schedules required under Regulation S-

X shall be filed as “Financial Statement Schedules” pursuant to Item 15, Exhibits and Financial Statement Schedules, of this

Form), as well as any financial information required by Rule 3-05 and Article 11 of Regulation S-X. A smaller reporting company

may provide the information in Rule 8-04 and 8-05 of Regulation S-X in lieu of the financial information required by Rule 3-05

and Article 11 of Regulation S-X;

(f) Information required by Item 301 of Regulation S-K (§229.301 of this chapter), selected financial data;

(g) Information required by Item 302 of Regulation S-K (§229.302 of this chapter), supplementary financial in formation;

(h) Information required by Item 303 of Regulation S-K (§229.303 of this chapter), management’s discussion and analysis of

financial condition and results of operations;

(i)

Information required by Item 304 of Regulation S-K (§229.304 of this chapter), changes in and disagreements with accountants

on accounting and financial disclosure;

(j)

Information required by Item 305 of Regulation S-K (§229.305 of this chapter), quantitative and qualitative disclosures about

market risk.

(k) Information required by Item 401 of Regulation S-K (§229.401 of this chapter), directors and executive officers;

(l)

(l) Information required by Item 402 of Regulation S-K (§229.402 of this chapter), executive compensation, and information

required by paragraph (e)(4) of Item 407 of Regulation S-K (§229.407 of this chapter), corporate governance;

(m) Information required by Item 403 of Regulation S-K (§229.403 of this chapter), security ownership of certain beneficial owners

and management; and

(n) Information required by Item 404 of Regulation S-K (§229.404 of this chapter), transactions with related persons, promoters

and certain control persons, and Item 407(a) of Regulation S-K (§229.407(a) of this chapter), corporate governance.

Item 11A. Material Changes.

If the registrant elects to incorporate information by reference pursuant to General Instruction VII., describe any and all material

changes in the registrant’s affairs which have occurred since the end of the latest fiscal year for which audited financial

statements were included in the latest Form 10-K and that have not been described in a Form 10-Q or Form 8-K filed under the

Exchange Act.

Item 12. Incorporation of Certain Information by Reference.

If the registrant elects to incorporate information by reference pursuant to General Instruction VII.:

(a) It must specifically incorporate by reference into the prospectus contained in the registration statement the following

documents by means of a statement to that effect in the prospectus listing all such documents:

(1) The registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act

that contains financial statements for the registrant’s latest fiscal year for which a Form 10-K was required to have been filed;

and

(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act or proxy or information statements filed

pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the annual report referred to in

paragraph (a)(1) above.

Note to Item 12(a). Attention is directed to Rule 439 (§230.439) regarding consent to use of material incorporated by reference.

(b)(1) The registrant must state:

(i) That it will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of

any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the

registration statement but not delivered with the prospectus;

Form S-1 - Registration Statement Under The Securities Act Of 1933 Page 5

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