Registration a Offering Under the Securities Act of 1933 (1-a) (2024)

Registration a Offering Under the Securities Act of 1933 (1-a)

Form 1-A Issuer Information




Washington, D.C. 20549





OMB Number: ####-####

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Issuer CIK


Issuer CCC


DOS File Number

Offering File Number

Is this a LIVE or TEST Filing?


Would you like a Return Copy?


Notify via Filing Website only?


Since Last Filing?


Submission Contact Information



E-Mail Address

Issuer Infomation

Exact name of issuer as specified in the issuer'scharter


Jurisdiction of Incorporation / Organization


Year of Incorporation




Primary Standard Industrial Classification Code


I.R.S. Employer Identification Number


Total number of full-time employees


Total number of part-time employees

Contact Infomation

Address of Principal Executive Offices

Address 1


Address 2





Mailing Zip/ Postal Code




Provide the following information for the person theSecuritiesand Exchange Commission's staff should call inconnection with anypre-qualification review of the offeringstatement.


Eric M. Marion, Esq.

Address 1

Address 2



Mailing Zip/ Postal Code


Provide up to two e-mail addresses to whichtheSecurities andExchange Commission's staff may send any commentletters relating tothe offering statement. After qualification ofthe offeringstatement, such e-mail addresses are not required toremain active.

Financial Statements

Industry Group (select one)


Use the financial statements for the most recent periodcontained inthis offering statement to provide the followinginformation aboutthe issuer. The following table does not includeall of the lineitems from the financial statements. Long Term Debtwould includenotes payable, bonds, mortgages, and similarobligations. Todetermine "Total Revenues" for all companiesselecting "Other" fortheir industry group, refer to Article5-03(b)(1) of RegulationS-X. For companies selecting "Insurance",refer to Article 7-04 ofRegulation S-X for calculation of "TotalRevenues" and paragraphs 5and 7 of Article 7-04 for "Costs andExpenses Applicable toRevenues".

Balance Sheet Information

Cash and Cash Equivalents


Investment Securities


Total Investments


Accounts and Notes Receivable




Property, Plant and Equipment (PP&E):


Property and Equipment


Total Assets


Accounts Payable and Accrued Liabilities


Policy Liabilities and Accruals




Long Term Debt


Total Liabilities


Total Stockholders' Equity


Total Liabilities and Equity


Income Statement Information

Total Revenues


Total Interest Income


Costs and Expenses Applicable to Revenues


Total Interest Expenses


Depreciation and Amortization


Net Income


Earnings Per Share - Basic


Earnings Per Share - Diluted


Name of Auditor (if any)

Heard McElroy & Vestal LLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity

Common Stock

Common Equity Units Outstanding


Common Equity CUSIP (if any):


Common Equity Units Name of Trading Center or Quotation Medium (if any)

OTC Pink Marketplace

Preferred Equity

Preferred Equity Name of Class (if any)

Preferred Stock

Preferred Equity Units Outstanding

Preferred Equity CUSIP (if any)


Preferred Equity Name of Trading Center or Quotation Medium (if any)


Debt Securities

Debt Securities Name of Class (if any)


Debt Securities Units Outstanding

Debt Securities CUSIP (if any):


Debt Securities Name of Trading Center or Quotation Medium (if any)


Issuer Eligibility

Check this box to certify that all of the following statementsare true for the issuer(s)


  • Organized under the laws of the United States or Canada, or anyState, Province, Territory or possession thereof, or the Districtof Columbia.
  • Principal place of business is in the United States or Canada.
  • Not subject to section 13 or 15(d) of the Securities ExchangeAct of 1934.
  • Not a development stage company that either (a) has no specificbusiness plan or purpose, or (b) has indicated that its businessplan is to merge with an unidentified company or companies.
  • Not an investment company registered or required to beregistered under the Investment Company Act of 1940.
  • Not issuing fractional undivided interests in oil or gas rights,or a similar interest in other mineral rights.
  • Not issuing asset-backed securities as defined in Item 1101 (c)of Regulation AB.
  • Not, and has not been, subject to any order of the Commissionentered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.78l(j)) within five years before the filing of this offeringstatement.
  • Has filed with the Commission all the reports it was required tofile, if any, pursuant to Rule 257 during the two years immediatelybefore the filing of the offering statement (or for such shorterperiod that the issuer was required to file such reports).

Application Rule 262

Check this box to certify that, as of the time of this filing,each person described in Rule 262 of Regulation A is either notdisqualified under that rule or is disqualified but has received awaiver of such disqualification.


Check this box if "bad actor" disclosure under Rule 262(d) isprovided in Part II of the offering statement.


Summary Infomation

Check the appropriate box to indicate whether you areconductinga Tier 1 or Tier 2 offering


Check the appropriate box to indicate whether thefinancial statementshave been audited


Types of Securities Offered in this Offering Statement(selectall that apply)

xEquity (common or preferred stock)

Does the issuer intend to offer the securities on adelayed or continuous basis pursuant to Rule 251(d)(3)?


Does the issuer intend this offering to last more thanone year?


Does the issuer intend to price this offering afterqualificationpursuant to Rule 253(b)?


Will the issuer be conducting a best efforts offering?


Has the issuer used solicitation of interestcommunications inconnection with the proposed offering?


Does the proposed offering involve the resale ofsecurities byaffiliates of the issuer?


Number of securities offered


Number of securities of that class outstanding


The information called for by this item below may be omitted ifundetermined at the time of filing or submission, except that if aprice range has been included in the offering statement, the midpointof that range must be used to respond. Please refer to Rule 251(a)for the definition of "aggregate offering price" or "aggregate sales"as used in this item. Please leave the field blank if undetermined atthis time and include a zero if a particular item is not applicableto the offering.

Price per security


The portion of the aggregate offering priceattributable to securities being offered on behalf of the issuer


The portion of the aggregate offering priceattributable to securities being offered on behalf of sellingsecurityholders


The portion of the aggregate offering priceattributable to all the securities of the issuer sold pursuant to aqualified offering statement within the 12 months before thequalification of this offering statement


The estimated portion of aggregate sales attributableto securities that may be sold pursuant to any other qualifiedoffering statement concurrently with securities being sold underthis offering statement


Total (the sum of the aggregate offering price andaggregate sales in the four preceding paragraphs)


Anticipated fees in connection with this offering and names ofservice providers

Underwriters - Name of Service Provider

Underwriters - Fees


Sales Commissions - Name of Service Provider

Sales Commissions - Fee


Finders' Fees - Name of Service Provider

Finders' Fees - Fees


Audit - Name of Service Provider

Heard McElroy & Vestal LLC

Audit - Fees


Legal - Name of Service Provider

Silver, Freedman, Taff & Tiernan

Legal - Fees


Promoters - Name of Service Provider

Promoters - Fees


Blue Sky Compliance - Name of Service Provider

Blue Sky Compliance - Fees


CRD Number of any broker or dealer listed:

Estimated net proceeds to the issuer


Clarification of responses (if necessary)

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in whichtheissuer intends to offer the securities

Selected States and Jurisdictions



















Using the list below, select the jurisdictions in which thesecurities are to be offered by underwriters, dealers or salespersons or check the appropriate box



Same as the jurisdictions in which the issuer intendsto offer the securities


Selected States and Jurisdictions

Unregistered Securities Issued or Sold Within One Year


Unregistered Securities Act

(e) Indicate the section of the Securities Act orCommission rule or regulation relied upon for exemption from theregistration requirements of such Act and state briefly the factsrelied upon for such exemption

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Based on the information provided, it appears to be a form (Form 1-A) filed with the United States Securities and Exchange Commission (SEC) for a Regulation A offering under the Securities Act of 1933. The form contains various sections and fields that provide information about the issuer, such as its name, jurisdiction of incorporation, year of incorporation, industry classification code, financial statements, outstanding securities, and more.

To provide more detailed information about the concepts used in the article, let's break it down into sections:

Form 1-A and Regulation A Offering

  • Form 1-A: It is a form used for filing a Regulation A offering statement with the SEC. Regulation A allows companies to offer and sell securities to the public without full registration under the Securities Act of 1933.
  • Regulation A Offering: It is a type of offering that allows companies to raise capital from the public through the sale of securities. It provides an exemption from full registration requirements, making it easier for smaller companies to access capital markets.

Issuer Information

  • Issuer CIK: CIK stands for Central Index Key, which is a unique identifier assigned to each SEC filer.
  • Issuer CCC: CCC refers to the Central Index Key Confirmation Code, which is another unique identifier assigned to each SEC filer.
  • DOS File Number: DOS stands for Division of Securities. The DOS File Number is a unique identifier assigned to the filing.
  • Offering File Number: It is a unique identifier assigned to the offering statement filed with the SEC.
  • LIVE or TEST Filing: Indicates whether the filing is a live offering or a test filing.
  • Return Copy: Indicates whether the filer wants a return copy of the filing.

Issuer Information

  • Exact Name of Issuer: Refers to the legal name of the issuer as specified in its charter.
  • Jurisdiction of Incorporation/Organization: Indicates the jurisdiction (state or country) where the issuer is incorporated or organized.
  • Year of Incorporation: The year in which the issuer was incorporated.
  • Primary Standard Industrial Classification Code: It is a code that classifies the issuer's primary business activity.
  • I.R.S. Employer Identification Number: It is a unique identification number assigned to the issuer by the Internal Revenue Service.

Contact Information

  • Address of Principal Executive Offices: Refers to the physical address of the issuer's main office.
  • Phone: The contact phone number of the issuer.
  • E-Mail Address: The contact email address of the issuer.
  • Submission Contact Information: Refers to the name, phone number, and email address of the person the SEC's staff should contact regarding the offering statement.

Financial Statements

  • Balance Sheet Information: Provides information about the issuer's assets, liabilities, and equity.
  • Income Statement Information: Provides information about the issuer's revenues, expenses, and net income.
  • Name of Auditor: Refers to the name of the auditor who audited the issuer's financial statements.

Outstanding Securities

  • Common Equity: Refers to the issuer's common stock.
  • Preferred Equity: Refers to the issuer's preferred stock.
  • Debt Securities: Refers to any debt securities issued by the issuer.

Issuer Eligibility

  • Certifications and statements made by the issuer regarding its eligibility to conduct the offering under Regulation A.

Types of Securities Offered

  • Indicates the types of securities (equity, debt, etc.) being offered in the offering statement.

Jurisdictions in Which Securities are to be Offered

  • Indicates the states and jurisdictions where the issuer intends to offer the securities.

Unregistered Securities Issued or Sold Within One Year

  • Provides information about any unregistered securities issued or sold by the issuer within the past year.

Please note that the information provided above is based on the content of the article you shared. For more specific details, it is recommended to refer to the actual Form 1-A filing and consult with legal and financial professionals.

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