Form S-1 (Sec 870) - Registration Statement Under The Securities Act Of 1993 (Page 5 of 8) in pdf

Item 10. Interests of Named Experts and Counsel.

Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).

Item 11. Information with Respect to the Registrant.

Furnish the following information with respect to the registrant:

(a) Information required by Item 101 of Regulation S-K (§229.101 of this chapter), description of business;

(b) Information required by Item 102 of Regulation S-K (§229.102 of this chapter), description of property;

(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 information;

(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)

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:

Form S-1 (Sec 870) - Registration Statement Under The Securities Act Of 1993 Page 5