Federal Regulation D, 506 Offerings

Offerings made pursuant to Regulation D, Rule 506, are covered securities within the meaning of the National Securities Markets Improvement Act (NSMIA). However, Regulation D, Rule 506 offerings are no longer accepted for filing under Wyoming's Uniform Limited Offering Exemption (ULOE). Instead Regulation D, Rule 506 offerings make Notice Filings with the Secretary of State according to the provisions in Wyoming Securities Rule, Chapter 9, Section 2.

Wyoming will accept a paper copy of the electronic version of the Form D that has been filed with the SEC. The Consent to Service of Process (Form U2), which is incorporated into the electronic version of the Form D, will be accepted in Wyoming. The copy of the electronic version along with a $200 filing fee (payable to the Wyoming Secretary of State) must be submitted no later than fifteen (15) days after the first sale in Wyoming to the Compliance Division of the Wyoming Secretary of State's Office, The Capitol Building, 200 West 24th Street, Cheyenne, WY 82002-0020.

The above forms can be found on the Securities and Exchange Commission website.