any document incorporated by reference since the filing thereof, the issuer shall file with the reference a statement containing the text of such modification and the date thereof.

Item 2. Description of Exhibits

Set forth below is a description of each document for which copies should be filed, where appropriate:

(1) Underwriting agreement-Each underwriting contract or agreement with a principal underwriter or letter pursuant to which the securities are to be distributed; if the terms of such documents have not been determined, the proposed forms thereof.

(2) Charter and by-laws-The charter and by-laws of the issuer or instruments corresponding thereto as presently in effect and any amendments thereto.

(3) Instruments defining the rights of security holders

(a) All instruments defining the rights of (a) holders of the equity or debt securities being issued; (2) holders of long-term debt of the issuer, and of all subsidiaries for which consolidated or unconsolidated financial statements are required to be filed; and (3) holders of a new class of securities or indebtedness, the creation of which was required to be disclosed in a periodic report.

(b) Where the instrument defines the rights of holders of long-term debt of the issuer and all of its subsidiaries for which consolidated financial statements are required to be filed, there need not be filed (1) any instrument with respect to long-term debt not being issued if the total amount of securities authorized thereunder does not exceed 5% of the total assets of the issuer and its subsidiaries on a consolidated basis and if there is filed an agreement to furnish a copy of such agreement to the Commission upon request; (2) any instrument with respect to any class of securities if appropriate steps to assure the redemption or retirement of such class will be taken prior to or upon delivery by the issuer of the securities being issued; or (3) copies of instruments evidencing scrip certificates for fractions of shares.

(4) Voting trust agreement—Any voting trust agreements and amendments thereto.

(5) Material contracts—

(a) Every contract not made in the ordinary course of business which is material to the issuer and is to be performed in whole or in part at or after the filing of the offering statement or was entered into not more than two years before such filing. Only contracts need be filed as to which the issuer or subsidiary of the issuer is a party or has succeeded to a party by assumption or assignment or in which the issuer or such subsidiary has a beneficial interest.

(b) If the contract is such as ordinarily accompanies the kind of business conducted by the issuer and its subsidiaries, it is made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories, in which case it should be filed except where immaterial in amount or significance:

(1) Any contract to which directors, officers, promoters, voting trustees, security holders named in the offering statement or report, or underwriters are parties except where the contract merely involves the purchase or sale of current assets having a determinable market price, at such market price;

(2) Any contract upon which the issuer's business is substantially dependent, as in the case of continuing contracts to sell the major part of issuer's products or services or to purchase the major part of issuer's requirement of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which issuer's business depends to a material extent;

(3) Any contract calling for the acquisition or sale of any property, plant or equipment for a consideration exceeding 10% of all such assets of the issuer and its subsidiaries; or

(4) Any lease under which a significant part of the property described in the offering statement as held by the issuer.

(c) Any management contract or any remunerative plan, contract or arrangement including but not limited to plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus, incentive or profit sharing (or if not set forth in any formal document, a written description thereof) shall be deemed material and shall be filed except the following:

(1) Ordinary purchase and sales agency agreements.

(2) Agreements with managers of stores in a chain organization or similar organization.

(3) Contracts providing for labor or salesmen's bonuses or payments to a class of security holders, as such.

Date

(4) Any remunerative plan, contract or arrangement which pursuant to its terms is available to employees generally and which in operation provides for the same method of allocation of benefits between management and non-management participants.

(6) Material foreign patents—Each material foreign patent for an invention not covered by a United States patent. If the filing is an offering statement and if a substantial part of the securities to be offered or if the proceeds therefrom have been or are to be used for the particular purposes of acquiring, developing or exploiting one or more material patents or patent rights, furnish a list showing the number and a brief identification of each such patent or patent right.

(7) Plan of acquisition, reorganization, arrangement, liquidation, or succession-Any material plan of acquisition, disposition, reorganization, readjustment, succession, liquidation or arrangement and any amendments thereto described in the offering statement.

(8) Statement concerning issuer's financing—If any of the securities proposed to be offered hereunder are to be offered for the account of any person other than the issuer, a written statement signed by the issuer representing that the proposed offering will not interfere with any needed financing by the issuer under this regulation.

(9) Escrow agreements

(a) Any escrow agreement or similar arrangement which has been executed in order to effect compliance with Rule 253(c) shall be filed and may be prepared in conformity with Form 7-A.

(b) In the event the offering is contingent upon a minimum purchase requirement, any escrow agreement applicable to the proceeds received up to the minimum amount required.

(10) Consents

(a) Experts-(i) If any accountant, engineer, geologist, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the offering statement or is named as having prepared or certified a report or evaluation, whether or not for use in connection with the offering statement; (ii) if any portion of the report of an expert is quoted or summarized as such in the offering statement, the written consent of the expert shall expressly state that the expert consents to such quotation or summarization; (iii) if it is stated that any information contained in the offering statement has been reviewed or passed upon by any persons and that such information is set forth in the offering statement upon the authority of or in reliance upon such persons as experts, the written consents of such persons shall be filed with the offering statement.

(b) Consent and certification by underwriter-A written consent and certification, in the form set forth below, signed by each underwriter of the securities proposed to be offered hereunder. All underwriters may, with appropriate modifications, sign the same consent and certification or separate consents and certifications may be signed by any underwriter or group of underwriters.

Consent and Certification by Underwriter

1. The undersigned hereby consents to being named as underwriter in an offering statement filed with the Securities and Exchange Commission by (name of issuer) pursuant to Regulation A in connection with a proposed offering of (title of securities) to the public.

2. The undersigned hereby certifies that it furnished the statements and information set forth in such offering statement with respect to the undersigned, its directors and officers or partners, that such statements and information are accurate, complete and fully responsive to the requirements of Parts I, II and III of the Offering Statement thereto, and do not omit any information required to be stated therein with respect of any such persons, or necessary to make the statements and information therein with respect to any of them not misleading.

By

(Underwriter)

3. If a Preliminary Offering Circular will be distributed as permitted by Rule 256(i), the Consent and Certification by Underwriter shall include the following additional paragraph:

The undersigned hereby undertakes, in connection with any distribution of the Preliminary Offering Circular as permitted by Rule 256(i),

on

(a) to keep an accurate and complete record of the name and address of each person furnished such Preliminary Offering Circular and

(b) if such Preliminary Offering Circular is inaccurate or inadequate in any material respect, to furnish a revised Preliminary Offering or an offering circular of the type referred to in Rule 256(i)(4) to all persons to whom the securities are to be sold at least 48 hours prior to the mailing of any confirmation of sale to such persons, or to send such a circular to such persons under circumstances that it would normally be received by them 48 hours prior to their receipt of confirmation of the sale.

(c) Consent of non-resident-Each consent to service of process required by Rule 262 shall be filed. Each such consent shall be prepared and executed in conformity with the appropriate form prescribed therefor.

(d) Formal requirements-All written consents filed shall be dated and manually signed.

(e) Application to dispense with the consent-An application to the Commission to dispense with any written consent of an expert shall be made by the issuer and shall be supported by an affidavit or affidavits establishing that the obtaining of such consent is impracticable or involves undue hardship on the issuer.

SIGNATURE

State (or Province) of

This offering statement has been signed in the City of

19

(Issuer)

By

(Name and title)

(Selling security holder)

5. (a) Total number of shares or other units offered hereunder

(b) Number of such shares or other units sold from commencement of offering to date

(c) Number of such shares or other units still being offered

6.

(a) Total amount received from public from commencement of offering to date (b) Underwriting discount allowed..

$

$

$

GA

61