Current Report 8k Sec (Page 22 of 22) in pdf

(b) Pro forma ﬁ nancial information.

(1) For any transaction required to be described in answer to Item 2.01 of this form, furnish any pro forma ﬁ nancial information

that would be required pursuant to Article 11 of Regulation S-X (17 CFR 210) or Rule 8-05 of Regulation S-X (17 CFR 210.8-05) for

smaller reporting companies.

(2) The provisions of paragraph (a)(4) of this Item 9.01 shall also apply to pro forma ﬁ nancial information relative to the acquired

business.

(c) Shell company transactions. The provisions of paragraph (a)(4) and (b)(2) of this Item shall not apply to the ﬁ nancial statements or

pro forma ﬁ nancial information required to be ﬁ led under this Item with regard to any transaction required to be described in answer

to Item 2.01 of this Form by a registrant that was a shell company, other than a business combination related shell company, as those

terms are deﬁ ned in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before that transaction. Accordingly,

with regard to any transaction required to be described in answer to Item 2.01 of this Form by a registrant that was a shell company,

other than a business combination related shell company, immediately before that transaction, the ﬁ nancial statements and pro forma

ﬁ nancial information required by this Item must be ﬁ led in the initial report. Notwithstanding General Instruction B.3. to Form 8-K, if

any ﬁ nancial statement or any ﬁ nancial information required to be ﬁ led in the initial report by this Item 9.01(c) is previously reported,

as that term is deﬁ ned in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the ﬁ ling in which that

disclosure is included instead of including that disclosure in the initial report.

(d) Exhibits. The exhibits shall be deemed to be ﬁ led or furnished, depending on the relevant item requiring such exhibit, in accordance

with the provisions of Item 601 of Regulation S-K (17 CFR 229.601)and Instruction B.2 to this form.

Instruction.

During the period after a registrant has reported a business combination pursuant to Item 2.01 of this form, until the date on which the

ﬁ nancial statements speciﬁ ed by this Item 9.01 must be ﬁ led, the registrant will be deemed current for purposes of its reporting obligations

under Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). With respect to ﬁ lings under the Securities Act, however,

registration statements will not be declared effective and post-effective amendments to registrations statements will not be declared

effective unless ﬁ nancial statements meeting the requirements of Rule 3-05 of Regulation S-X (17 CFR 210.3-05) are provided. In addition,

offerings should not be made pursuant to effective registration statements, or pursuant to Rules 505 and 506 of Regulation D (17 CFR

230.505 and 230.506) where any purchasers are not accredited investors under Rule 501(a) of that Regulation, until the audited ﬁ nancial

statements required by Rule 3-05 of Regulation S-X (17 CFR 210.3-05) are ﬁ led; provided, however, that the following offerings or sales

of securities may proceed notwithstanding that ﬁ nancial statements of the acquired business have not been ﬁ led:

(a) offerings or sales of securities upon the conversion of outstanding convertible securities or upon the exercise of outstanding warrants

or rights;

(b) dividend or interest reinvestment plans;

(d) transactions involving secondary offerings; or

(e) sales of securities pursuant to Rule 144 (17 CFR 230.144).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

______________________________________________________

(Registrant)

Date _________________________________________________

______________________________________________________

(Signature)

Print name and title of the signing ofﬁ cer under his signature.

Current Report 8k Sec Page 22