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Prospectus Instruction FIS-0531 - Michigan
| Prospectus Instruction Form. This is a Michigan form and can be used in Securities Filing Securities Blue Sky Secretary Of State . |
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FIS 0531 (5/04) Office of Financial & Insurance Services This form is issued under Act 265, PA 1964, as amended. The form should be used as a guide to compliance under Section 304 of the Act.Prospectus Instructions The following outline indicates, in general, the subjects and extent to which they should be covered in the average prospectus. It must not, however, be constructed as a complete outline for any individual prospectus. The prospectus is for the purpose of informing prospective purchasers fully of all material facts concerning the security and the issuer and for retention by the purchaser and should be written in story form. The prospectus is to be used as required by Order of the Office of Financial and Insurance Services (OFIS). No prospectus shall be used unless it has been submitted to OFIS and no prospectus shall be used if OFIS has objected thereto. IT IS TO BE NOTED THAT THE USE OF THE NAME OF THE OFFICE OF FINANCIAL AND INSURANCE SERVICES, EXCEPT IN THE CONTEXT IN THE DISCLAIMERS NOTED BELOW, MAY BE MADE ONLY UPON WRITTEN APPROVAL BY OFIS. The FIRST or COVER PAGE should contain only the following (unless OFIS requires otherwise): Name of Issuer Principal Business Address Name of Security Face or Par Value Per Unit and Other Description Offering Table (containing at least the following information and footnotes) Underwriting Aggregate Aggregate Number of Price Per Discounts & Aggregate Gross Discounts & Proceeds to Units Unit Commissions Per Proceeds Commissions () Issuer () Unit Footnotes () should be added as appropriate. There should be at least one footnote to indicate the amount of estimated expenses of the offering other than underwriting discounts and commissions and that the Aggregate Discounts and Commissions and Aggregate Proceeds to Issuer columns are before any deduction for such expenses of offering other than underwriting discounts and commissions. Impoundment of Proceeds (A summary paragraph should follow the above table and set out any provisions with respect to impoundment of proceeds) Disclaimers (The applicable of the following disclaimers should appear) A REGISTRATION STATEMENT RELATI NG TO THESE SECURITIES HAS BEEN FILED WITH THE DEPARTMENT OF L ABOR & ECONOMIC GROWTH, MICHIGAN OFFICE OF FINANCIAL & INSURANCE SE RVICES. THE DEPARTMENT HAS NOT UNDERTAKEN TO PASS UPON THE VALUE OF THESE SECURITIES NOR TO MAKE ANY RECOMMENDATIONS AS TO THEIR PURCHASE. THE USE OF THE PROSPECTUS IS CONDI TIONED UPON ITS CONTAINING ALL MATERIAL FACTS AND THAT ALL STAT EMENTS CONTAINED THEREIN ARE TRUE 1 American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2FIS 0531 (5/04) Office of Financial and Insurance Services AND CAN BE SUBSTANTIATED. THE DEPARTMENT HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. NO BROKER-DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, IN CONNECTION WITH THE OFFERING HEREBY MADE. OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR EFFECTIVE LITERATURE. *THESE SECURITIES ARE OFFERED FOR SALE ONLY IN THE STATE OF MICHIGAN TO BONA FIDE RESIDENTS OF MICHIGAN AND NOT FOR RESALE TO NONRESIDENTS OF MICHIGAN. *This paragraph is not required where there is a full registration under the Securities Act of 1933 or if there is a filing under exemption under Regulation A of that Act. It is required where the offering is to be INTRASTATE with no filing under the above Act and in addition such other proper steps as may be required to insure the offering is intrastate should be taken. THIS IS A BEST EFFORTS OFFERING, AND THE ISSUER RESERVES THE RIGHT TO ACCEPT OR REJECT ANY SUBSCRIPT ION AND WILL PROMPTLY NOTIFY THE SUBSCRIBER OF ACCEPTANCE OR REJECTION. THERE IS NO ASSURANCE THAT THIS OFFERING WILL ALL BE SO LD. THERE ARE NO ASSURANCES AS TO WHAT SIZE THE ISSUER MAY REACH. THE ISSUER HAS NOT YET ENGAGED IN BUSINESS. THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. THE OFFERING PRICE HAS BEEN ARBITRARILY SELECTED BY THIS ISSUER. NO MARKET EXISTS FOR THESE SECURITIES AND UNLESS A MARKET IS ESTABLISHED, PURCHASERS MIGHT NOT BE ABLE TO SELL THEM. THERE IS NO ASSURANCE THAT OUR OPERATIONS WILL BE PROFITABLE OR THAT LOSSES WILL NOT OCCUR. IT IS NOT THE POLICY OF THE ISSUER TO REDEEM THESE SECURITIES. ANY REPRESENTATIONS CONTRARY TO ANY OF THE FOREGOING SHOULD BE REPORTED FORTHWITH TO THE OFFI CE OF FINANCIAL AND INSURANCE rd SERVICES at: 611 West Ottawa Street, 3 Floor, P.O. Box 30701, Lansing, MI 48909- 8201, or Telephone (877) 999-6442. Name(s) of Broker-Dealer(s) (These should appear just above the Date of the Prospectus) Date of Prospectus (This should appear at the bottom of the First Page) In the REMAINING PAGES of the prospectus, using the following capitalized headings, there should be set out under each heading, in narrative or story form, all pertinent information pertaining to the issuer under that heading, adding any information not requested here in these instructions and omitting any items called for under the heading in the instructions if that item does not apply. NOTE: Use of the name of the Office of Financial and Insurance Services of the Michigan Department of Labor & Economic Growth, except in the context in the above disclaimers, may be made only upon written approval. 2 American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 3FIS 0531 (5/04) Office of Financial and Insurance Services HISTORY AND BUSINESS State and date of incorporation, if the issuer is a corp oration. If issuer is not a corporation, describe the form of organization in detail. Location of the issuers principal business office. Name(s) of the issuers parent(s), if any, together with the medium(s) through which control is available in each case. Name(s) of the issuers subsidiaries , if any, together with the medium(s) through which control is available in each case and the location of the principal plants of such subsidiaries. General development of the issuers business over the past five years. Detailed character of the business engaged in and to be engaged in by issuer and each of its subsidiaries. Period of time during which the present type of business has been conducted. Industries to whom a major portion of the issuers sales are made and the percent of total sales taken by each. Seasonal and cyclical characteristics of the business. Nature of each intangible asset, process, patent, fo rmula, copyright, trademar k, etc., owned or lea
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