Form F-1 Registration Statement Under The Securities Act Of 1933 (SEC1981) {F-1}

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0258 Expires: July 31, 2021 Estimated average burden hours per response. . . 1,713.01 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of Registrant as speci336ed in its charter) (Translation of Registrant222s name into English) (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classi336cation Code Number) Identi336 cation No.) (Address, including zip code, and telephone number, including area code, of Registrant222s principal executive of336 ces) (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is 336led to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-e002ective amendment 003led pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier e002ective registration statement for the same o002 ering. If this Form is a post-effective amendment 336led pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is an emerging growth company as de336ned in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its 336nancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised 336 nancial accounting standards206 provided pursuant to Section 7(a)(2)(B) of the Securities Act . 206 The term 223new or revised 336nancial accounting standard224 refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codi336cation after April 5, 2012. Persons who 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. SEC 1981 (05-19) American LegalNet, Inc. www.FormsWorkFlow.com CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee Note: Speci336c details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 (247230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the table. If the 336ling fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities to be registered, the proposed maximum aggregate offering price for that class of securities and the amount of registration fee need to appear in the Calculation of Registration Fee table. Any difference between the dollar amount of securities registered for such offerings and the dollar amount of securities sold may be carried forward on a future registration statement pursuant to Rule 429 under the Securities Act. GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form F-1 A. Form F-1 shall be used for registration under the Securities Act of 1933 (223Securities Act224) of securities of all foreign private issuers as de336ned in Rule 405 (247230.405 of this chapter) for which no other form is authorized or prescribed. In addition, this form shall not be used for an offering of asset-backed securities, as de336ned in 17 CFR 229.1101. B. If a registrant is a majority-owned subsidiary, which does not itself meet the conditions of these eligibility requirements, it shall nevertheless be deemed to have met such conditions if its parent meets the conditions and if the parent fully guarantees the securities being registered as to principal and interest. Note: In such an instance the parent-guarantor is the issuer of a separate security consisting of the guarantee which must be concurrently registered but may be registered on the same registration statement as are the guaranteed securities. Both the parent-guarantor and the subsidiary shall each disclose the information required by this Form as if each were the only registrant except that if the subsidiary will not be eligible to 336le annual reports on Form 20-F after the effective date of the registration statement, then it shall disclose the information speci336ed in Forms S-1 (247239.11 of this chapter). Rule 3-10 of Regulation S-X (247210.3-10 of this chapter) speci336 es the 336nancial statements required. II. Application of General Rules and Regulations A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C (247230.400 et seq. of this chapter) thereunder. That Regulation contains general requirements regarding the preparation and 336ling of registration statements. B. Attention is directed to Regulation S-K (247229.22 of this chapter) and Form 20-F (247249.220f of this chapter) for the requirements applicable to the content of registration statements under the Securities Act. Where this Form directs the registrant to furnish information required by Regulation S-K or Form 20-F and the item of Regulation S-K or Form 20-F so provides, information need only be furnished to the extent appropriate. C. A registrant must 336le the Form F-1 registration statement in electronic format via the Commission222s Electronic Data Gathering and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except that a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202) may 336le the registration statement in paper. For assistance with EDGAR questions, call the Filer Support Of336ce at (202) 551-8900. III. Exchange Offers If any of the securities being registered are to be offered in exchange for securities of any other issuer the prospectus shall also include the information which would be required by Item 11 if the securities of such other issuer were registered on this Form. If such other issuer is not eligible to use this Form F-1, then the prospectus shall include the information which would be required by Item 11 of Form S-1 (247239.11 of this chapter) if the securities of such other issuer were being registered on Form S-1. There shall also be included the information concerning such securities of such other issuer which would be called for by Item 9 if such securities were being registered. In connection with this instruction, reference is made to Rule 409 (247229.501 of this chapter). IV. 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 2 American LegalNet, Inc. www.FormsWorkFlow.com 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. V. 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