Form S-11 For Registration Under The Securities Act Of 1933-Real Estate Companies (SEC907) {S-11}

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0067 Expires: October 31, 2021 Estimated average burden hours per response. . . . .782.125 FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES GENERAL INSTRUCTIONS A. Rule as to Use of Form S-11. This form shall be used for registration under the Securities Act of 1933 of (i) securities issued by real estate investment trust, as de336ned in Section 856 of the Internal Revenue Code, or (ii) securities issued by other issuers whose business is primarily that of acquiring and holding for investment real estate or interests in real estate or interests in other issuers whose business is primarily that of acquiring and holding real estate or interest in real estate for investment. This form shall not be used, however, by any issuer which is an investment company registered or required to register under the Investment Company Act of 1940. In addition, this form shall not be used for an offering of asset-backed securities, as de336ned in 17 CFR 229.1101. B. Application of General Rules and Regulations (a) Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising Regulation C thereunder (17 CFR 230.400 to 230.494). That Regulation contains general requirements regarding the preparation and 336ling of registration statements. (b) Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non336nancial statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished to the extent appropriate. C. Exchange Offers If any of the securities being registered are to be offered in exchange for securities of any other issuer, the prospectus also shall include the information which would be required by Items 9 to 16, and Item 18 if securities of such other issuer were being registered on this form. Item 26 also shall be answered as to any promoter, director, of336cer or security holder of such other issuer who is an af336liated person of the registrant. D. De336 nitions. Unless the context clearly indicates the contrary, the following de336 nitions apply: Af336 liated person. The term af336liated person means any of the following persons: (i) any director or of336cer of the registrant; (ii) any person directly or indirectly controlling or under direct or indirect common control with the registrant; (iii) any person owning of record or known by the registrant to own bene336cially 10 percent or more of any class of equity securities or the registrant; (iv) any promoter of the registrant directly or indirectly connected with the registrant in any capacity; (v) any principal underwriter of the securities being registered; (vi) any person performing general management or advisory services for the registrant; and (vii) any associate of any of the foregoing persons. Director. The term director means any director of a corporation, trustee of a trust, general partner of a partnership, or any person who performs for an organization functions similar to those performed by the foregoing persons. Governing instruments. The term governing instruments means the Charter, trust agreement, partnership agreement, bylaws or other instruments under which the registrant was organized or created or under which it will operate. Mortgage. The term mortgage means any mortgage, deed of trust or other evidence of indebtedness secured by a lien upon real estate or upon any interest in real estate. SEC 907 (05-19) Persons who to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com Share. The term share means a share of stock in a corporation, a share or other unit of bene336cial interest in a trust or unincorporated association, a limited partnership interest, or any similar equity interest in any other type of organization. E. Foreign Issuers A foreign private issuer may comply with Items 19, 20, 21, 22 and 26 of this Form by furnishing the information speci336ed it Items 6, 7.A, 8.A.7, and 18 of Form 20-F (247249.220f of this chapter). F. Roll-up Transactions If the securities to be registered on this Form will be issued in a roll-up transaction as de336ned in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but not limited to, General Instruction I. G. Registration of Additional Securities With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may 336le a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration statement, identi336 ed by 336le number, are incorporated by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)]. H. Eligibility to Use Incorporation by Reference If a registrant meets the following requirements in paragraphs 1-6 immediately prior to the time of 336ling a registration statement on this Form, it may elect to provide information required by Items 3 through 28 of this Form in accordance with Item 28A and Item 29 of this Form. Notwithstanding the foregoing, in the 336 nancial statements, incorporating by reference or cross-referencing to information outside of the 336nancial statements is not permitted unless otherwise speci336cally permitted or required by the Commission222s rules or by U.S. Generally Accepted Accounting Principles or International Financial Reporting Standards as issued by the International Accounting Standards Board, whichever is applicable. 1. The registrant is subject to the requirement to 336le reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. 2. The registrant has 336led all reports and other materials required to be 336led by Section 13(a), 14, or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to 336le such reports and materials). 3. The registrant has 336led an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed 336 scal year. 4. The registrant is not: (a) And during the past three years neither the registrant nor any of its predecessors was: (i) A blank check company as de336ned in Rule 419(a)(2) (247230.419(a)(2) of this chapter); (ii) A shell company, other than a business combination related shell company, each as de336ned in Rule 405 (247230.405 of this chapter); or (iii) A registrant for an offering of penny stock as de336ned in Rule 3a51-1 of the Exchange Act (247240.3a51-1 of this chapter). (b) Registering an offering that effectuates a business combination transaction as de336ned in Rule 165(f)(1) (247230.165(f) (1) of this chapter). 5. If a registrant is a successor registrant it shall be deemed to have satis336ed conditions 1, 2, 3, and 4(b) above if: American LegalNet, Inc. www.FormsWorkFlow.com (a) Its predecessor and it, taken together,