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(6) any person specified in paragraph (d) of 8230.252 has been indicted for any crime or offense of the character

specified in subparagraph (1) thereof, or any proceeding has been initiated for the purpose of enjoining any such person from engaging in or continuing any conduct or practice of the character specified in subparagraph (2) of

such paragraph; or (7) the issuer or any promoter, officer, director or underwriter has failed to cooperate, or has obstructed or refused

to permit the making of an investigation by the Commission in connection with any offering made or proposed to be made hereunder.

(b) Upon the entry of an order under paragraph (a) of this section the Commission will promptly give notice to the per

sons on whose behalf the offering statement was filed (1) that such order has been entered, together with a brief statement of the reasons for the entry of the order, and (2) that the Commission, upon receipt of a written request within 30 days after the entry of such order, will, within 20 days after the receipt of such request, set the matter down for hearing at a place to be designated by the Commission. If no hearing is requested and none is ordered by the Commission, the order shall become permanent on the thirtieth day after its entry and shall remain in effect unless or until it is modified or vacated by the Commission. Where a hearing is requested or is ordered by the Commission, the Commission will, after notice of an opportunity for such hearing, either vacate the order or enter an order permanently

suspending the exemption. (c) The Commission may, at any time after notice of and opportunity for hearing, enter an order permanently suspending

the exemption for any reason upon which it could have entered a temporary suspension order under paragraph (a)

of this rule. Any such order shall remain in effect until vacated by the Commission. (d) All notices required by this rule shall be given to the person or persons on whose behalf the offering statement was

filed by personal service, registered or certified mail or confirmed telegraphic notice at the addresses of such persons given in the offering statement.

Consent to Service of Process

Reg. 8230.262.

(a) If the issuer, any of its directors or officers, any person for whose account any of the securities are to be offered,

or any underwriter of the securities to be offered, is not a resident of the United States, each such non-resident person
shall, at the time of filing the offering statement required by $230.255, furnish to the Commission in a form prescribed
by or acceptable to it, a written irrevocable consent and power of attorney which-
(1) designates the Securities and Exchange Commission as an agent upon whom may be served any process, plead-

ings, or other papers in any civil suit or action brought against the person executing the consent and power of
attorney or to which he has been joined as defendant or respondent, in any appropriate court in any place subject
to the jurisdiction of the United States, where the cause of action (i) accrues on or after the effective date of this
rule, and (ii) arises out of any offering made or purported to be made under $8230.251 to 230.262 or any purchase

or sale of any security in connection therewith; and (2) stipulates and agrees that any such civil suit or action may be commenced by the service of process upon the Com

mission and the forwarding of a copy thereof as provided in paragraph (b) of this rule, and that the service as aforesaid of any such process, pleadings, or other papers upon the Commission shall be taken and held in all

courts to be as valid and binding as if due personal service thereof had been made. (b) Service of any process, pleadings or other papers on the Commission under this rule shall be made by delivering the

requisite number of copies thereof to the Secretary of the Commission or to such other person as the Commission may authorize to act in its behalf. Whenever any process, pleadings or other papers as aforesaid are served upon the Commission, it shall promptly forward a copy thereof by registered or certified mail to the appropriate defendants at their last address of record filed with the Commission. The Commission shall be furnished a sufficient number of copies for such purpose, and one copy for its files.

Notice of Delayed or Suspended Offering and Sale

Reg. $230.263. If within three business days after the issuer has received notice that the Commission has no further comments with respect to the offering statement a bona fide effort is not made to proceed with the offering and sale of the securities proposed to be offered under this regulation, or if the offering or sale of such securities is suspended by the issuer or any underwriter within 15 days after the issuer has received such notice, a notice of the delay or suspension, stating the reasons therefor, shall be filed by the issuer or underwriter with the Regional Office of the Commission with which the offering statement was filed, unless such information is set forth in the offering statement. Such notice shall be sent promptly by telegraph or air mail and if sent by telegraph shall be confirmed in writing within a reasonable time by the filing of a signed copy of the notice.

(As last amended in Release No. 33-6340, August 7, 1981, effective September 17, 1981, 46 F.R. 41766.)

Procedure with Respect to Abandoned Offering Statement

Reg. 8230.264. When an offering statement under $8230.251 to 230.265, of the latest substantive amendment thereto, if any, has been on file with the Commission for a period of nine months from its filing date and the offering has not commenced, the Commission may, in its discretion, proceed in the following manner to determine whether such filing has been abandoned by the issuer; (a) Notice will be sent to the issuer, and to any counsel for the issuer named in the offering statement, by registered or

certified mail, return receipt requested, addressed to the most recent addresses for issuer and issuer's counsel as reflected in the offering statement. Such notice will inform the issuer and issuer's counsel that the offering statement or amendments thereto is out of date and must be either amended to comply with applicable requirements of 88230.251 to 230.265

or be withdrawn within thirty days after the date of such notice. (b) If the issuer or issuer's counsel fails to respond to such notice by filing a substantive amendment or withdrawing the

offering statement or does not furnish a satisfactory explanation as to why the issuer has not done so within thirty days, the Commission may, where consistent with the public interest and the protection of investors, enter an order

declaring the offering statement abandoned. (c) When such an order is entered by the Commission, the papers comprising the offering statement and any amendment

thereto will not be removed from the files of the Commission but will be plainly marked in the following manner: “Declared abandoned by order dated ....

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A. Rule as to Use of the Offering Statement (a) This form is to be used for securities offerings made pursuant to Regulation A (17 CFR $8230.251 et seq.) under

the Securities Act of 1933. Attention is directed to the rules applicable to offerings made pursuant to Regulation A which describe, among other things, the kinds of securities that may be sold, those issuers which may utilize Regula

tion A, and the amount of securities that may be exempted thereunder. (b) Issuers utilizing Regulation A shall prepare an offering statement. All issuers shall provide the information which

is called for by Part 1 – Notification and Part III-Exhibits, of the offering statement. Depending on the type of issuer, the kind of securities being issued, and the nature of the transaction in which the securities are being issued, issuers will be required to provide information required by the appropriate items of Part II-Offering Circular of the offering statement.

B. Preparation of Offering Statement (a) Part 1 -- Notification

Part I of the offering statement shall contain the numbers and captions of the items in Part I of the offering statement, but the text of the items may be omitted provided the answers are so prepared to indicate to the reader the coverage of the items without the necessity of referring to the text of the items or the instructions thereto.

* If, at any time of filing, the issuer is unable to supply its standard industrial classification code number or its IRS employer I.D. number, such information may be omitted and supplied by amendment prior to the commencement of the offering.

(b) Part II-Offering Circular

Part II of the offering statement shall contain the information called for by items 1 through and including 13 which are applicable to the issuer pursuant to General Instruction B(b), except that no reference need be made to inapplicable items and negative answers to any item may be omitted. Information provided in the offering circular should be presented in textual form rather than presenting item-by-item answers. The text of the items should be omitted from the offering circular.

The information required in the offering circular need not follow the order of the items or other requirements in Part II. Such information shall not, however, be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading. Where an item requires information to be given in tabular form it shall be given in substantially the tabular form specified in the item. All information contained in the offering circular shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth thereunder. Except as to financial statements and other tabular data, all information set forth in the offering circular shall be divided into reasonably short paragraphs or sections.

Unless indicated otherwise, information set forth in any part of the offering circular need not be repeated elsewhere in the offering circular. Where necessary or desirable to call attention to information contained elsewhere in the offer

ing circular, this may be done by an appropriate cross-reference. (c) Part III-Exhibits

Part III of the offering statement shall include the index to exhibits and all exhibits required by that part. The text of the items in Part III need not be repeated in Part III provided the index clearly identifies each exhibit and the exhibits are in readable form.

(d) Printing

The offering statement may be printed, mimeographed, lithographed, or typewritten or prepared by any similar process which will result in clearly legible copies.

C. Documents Comprising the Offering Statement

The offering statement shall consist of the cover page, Part 1-Notification, Part II -Offering Circular, Part III-Exhibits, the required signatures, and any other information or documents which are required or which the issuer may file as a part of the offering statement.

Each part of the offering statement may be amended independent of the other parts of the offering statement. Each amendment should indicate which part(s) is being amended. An amendment to any part will, however, necessitate the filing of a new signature page.

D. Supplemental Information

Supplemental information submitted pursuant to any item in Part 1-Notification, Part II-Offering Circular, or Part III-Exhibits of the offering statement will be returned to the person who submitted it provided a request for its return is made at the time such information is submitted to the Commission and provided further that return of such information is consistent with the protection of investors and the provisions of the Freedom of Information Act (5 U.S.C. 552). In addition, issuers may request confidential treatment of supplemental information submitted to the Commission (17 CFR 200.83).

The following is presented as a brief checklist for complying with the supplemental informational requirements of Regulation A. The issuer shall refer to the text of the item for a full description of the requirements.

The issuer shall supplementally furnish the Commission: (1) A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared

with the NASD (Part II, Item 2, instruction 3). (2) Any engineering, management or similar report, or a statement as to the absence thereof (Part II, Item 6(a)(3)(b)). (3) Under special circumstances, a letter describing the nature and amount of any adjustments other than normal recur

ring adjustments (Part II, Item 13(b)). (4) Written advice, when shares are placed in escrow, that none of the deposited shares or interests therein have been

transferred (Form 7-A, paragraph 4).

The staff may under appropriate circumstances request additional supplemental information where necessary to a more complete understanding of the offering statement.

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