Small Business Securities Offering Application For Mid Atlantic Regional Review {MARRF}

SMALL B USINESS SECURITIES OFFERING APPLICATION FOR MID-ATLANTIC REGIONAL REVIEW FORM (MARRF)The company requests that this registration filingbe processed as a Mid-Atlantic Regional ReviewProgram filing. Regional Review for small business securities offerings is available only to offerings exempt under U.S.Securities and Exchange Commission (SEC) Regulation D, Rule 504, or offerings qualified under SECRegulation A, with Model A or Model B disclosure. Please refer to the North American SecuritiesAdministrators Association SCOR Policy Statement, NASSAA Rep. (CCH) 411 (April 28, 1996), for thequalifications for SCOR and Regulation A offerings, 17 CFR 230.254 and the Mid-Atlantic RegionalReview Program overview and checklist. Please attach this form to the front of the Form U-1 filed as part of the Companys application forregistration and state in the cover letter accompanying the application that the applicant requestsRegional Review. Send a copy of this form and the cover letter to each jurisdiction in which theCompany intends to register and to the Program Administrator State (even if the Company does notintend to register in the Program Administrator State). Regional Review is only available if the Companyintends to register in two or more of the Participating States in the table below.Please indicate on the table below the Regional Review jurisdictions in which the Company intends toapply for registration. These jurisdictions should also be listed in item 7 of the Form U-1 in addition to allother jurisdictions in which application for registration is being made. Delaware New Jersey Maryland Virginia Pennsylvania West VirginiaLead State Upon filing, the Program Administrator State will identify a Lead State and Lead Examiner to coordinatethe review of the registration application. The U.S. Securities and Exchange Commission designates in the instructions to its Form 1-A the Model A format to bethe Form U-7, and the Model B format to be the traditional Form 1-A narrative offering statement disclosure.<<<<<<<<<********>>>>>>>>>>>>> 2Program Administrator StateMaryland is acting as the Program Administrator State for the Mid-Atlantic Regional Review. Forinformation, please contact the Maryland Securities Division, Securities Registration Unit, 200 Saint PaulPlace, 20th Floor, Baltimore Maryland 21202; Telephone 410-576-7050; Fax 410-576-6532.Filing FeesThe Company shall pay the normal filing fees for each jurisdiction in which it files. There is no additionalfee for regional review. Do not send a fee to the Program Administrator State unless the Companyintends to register its securities in that state.Filings and AmendmentsThe Company shall file the appropriate application forms, including the MARRF, the Form U-1 and thedisclosure document, contemporaneously in all of the Mid-Atlantic Regional Review jurisdictions in whichit is registering. (Remember to file the MARRF and the Form U-1 with the Program Administrator Stateeven if the company is not registering in that state.) Subsequent amendments shall also be filedcontemporaneously in the jurisdictions in which the offering is intended to be registered. When filing anamendment to the disclosure document, the Company shall file an additional copy of the amendmentmarked by underlining to indicate precisely the changes made by the amendment. Amendments to thedisclosure document need not be filed with the Program Administrator State, unless the amendmentmaterially changes the offering.Regional Review Comment ProcessThe Company agrees to resolve all comments through the Lead State unless the Lead State directs theCompany to resolve the comment with the commenting jurisdiction. The initial comment period forMid-Atlantic Regional Review may take a minimum of twenty-four (24) business days. The Companyunderstands that any application filed in an additional jurisdiction after the initial filing for Mid-AtlanticRegional Review will lengthen the time for review. Fianl clearance of a Regional Review filing requiresthat all comments be resolved and all registration standards be met. The Company should alsounderstand that the Mid-Atlantic Regional Review jurisdictions will be applying certain uniform standardsfor review of the registration application. For information on the registration standards to be applied inMid-Atlantic Regional Review, please contact the Program Administrator State.Adding Additional States After ClearanceAfter the Lead State has given notice of clearance, no assurance can be given that the addition of anotherjurisdiction to the offering will be accorded Mid-Atlantic Regional Review. The Company should givecareful consideration at the time of its initial filing of the jurisdictions in which it desires Mid-AtlanticReview.<<<<<<<<<********>>>>>>>>>>>>> 3Waiver of Automatic EffectivenessThe Company waives automatic effectiveness in the jurisdictions identified above. __________________________________ Authorized Representitive for the Company Print Name Title _______________ Name of CompanyMARR\MARR.rrf