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+Prospectus Summary 3

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2012/BGI_birks_prospectus_summary.txt

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+Table of Contents SUMMARY The following summary is qualified in its entirety by reference to the more detailed information and consolidated financial statements appearing elsewhere or incorporated by reference in this prospectus. This prospectus relates to the non-transferable subscription rights to purchase up to [ ] Class A voting shares that we are distributing, at no charge, to holders of our Class A voting shares and Class B multiple voting shares. We refer to this offering as the rights offering. The Company Birks & Mayors Inc. is a leading North American luxury jewelry brand which designs, develops, manufactures and retails fine jewelry, time pieces, sterling silver and gifts. Further details concerning our business, including information with respect to our assets, operations and development history, are provided in our Annual Report on Form 20-F, and the other documents incorporated by reference into this prospectus. See Incorporation of Certain Documents by Reference. You are encouraged to thoroughly review the documents incorporated by reference into this prospectus as they contain important information concerning our business and our prospects. Our principal executive offices are located at 1240 Phillips Square, Montreal, Qu bec, Canada H3B 3H4. Our telephone number is (514)-397-2501. The Rights Offering The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information in the section entitled The Rights Offering in this prospectus for a more detailed description of the terms and conditions of the rights offering. Total number of Class A voting shares available for subscription [ ] Securities offered We are distributing to you, at no charge, one non-transferable subscription right for every Class A voting share and Class B multiple voting share that you own as of 5:00 p.m., Eastern Standard time, on the record date, either as a holder of record or, in the case of shares held of record by brokers, dealers, custodian banks or other nominees on your behalf, as a beneficial owner of such shares. Basic subscription privilege For every [ ] subscription rights you receive, you will be entitled to purchase one Class A voting share at a subscription price of $[ ] per share. We will not issue fractional Class A voting shares in the rights offering, and holders will only be entitled to purchase a whole number of Class A voting shares, rounded down to the nearest whole number a holder would otherwise be entitled to purchase. Subscription price $[ ] per share. To be effective, any payment related to the exercise of a subscription right must clear prior to the expiration of the rights offering. Over-subscription privilege If you purchase all of the Class A voting shares available to you pursuant to your basic subscription privilege, you may also choose to subscribe for Class A voting shares that are not purchased by other holders through the exercise of their basic subscription privileges. You may subscribe for Class A voting shares pursuant to your over-subscription privilege, subject to certain limitations and proration of available shares. Table of Contents Record date 5:00 p.m., Eastern Standard time, on [ ], 2012. Expiration date 5:00 p.m., Eastern Standard time, on [ ], 2012, unless we extend the rights offering period. Use of proceeds Although the actual amount will depend on participation in the rights offering, if the rights offering is fully subscribed for we expect the gross proceeds from the rights offering to be approximately $5.0 million. We intend to use the net proceeds of the rights offering to repay interest bearing debt under our Amended and Restated Cash Advance Agreements, dated June 8, 2011, between the Company and Montrovest. All expenses associated with this rights offering will be borne by us. Transferability of rights The subscription rights are non-transferable during the course of the subscription period. No Board Recommendation Our board of directors makes no recommendation to you about whether you should exercise any rights. You are urged to make an independent investment decision about whether to exercise your rights based on your own assessment of our business and the rights offering. Please see the section of this prospectus entitled Risk Factors for a discussion of some of the risks involved in investing in our Class A voting shares. No minimum subscription There is no minimum subscription requirement as a condition to accepting subscriptions. Maximum offering size Unless our board of directors waives or changes the offering amount, we will raise no more than $5.0 million of subscription proceeds in this rights offering. No revocation Any exercise of subscription rights is irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional Class A voting shares at a subscription price of $[ ] per share. Material U.S. federal income tax considerations For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of subscription rights. You should consult your own tax advisor as to your particular tax consequences resulting from the rights offering. For a detailed discussion, see Material U.S. Federal Income Tax Considerations. Purchase Intention Montrovest, our majority shareholder, has advised us that it intends to purchase up to $3.5 million Class A voting shares in the rights offering pursuant to its basic subscription privilege and, subject to the availability of shares, its over-subscription privilege. However, Montrovest is not obligated to do so. As of the record date, Montrovest would be entitled to purchase [ ] Class A voting shares pursuant to its basic subscription privilege. Table of Contents Extension, Cancellation, and Amendment We have the option to extend the rights offering and the period for exercising your subscription rights, although we do not presently intend to do so. Our board of directors or a committee designated by our board of directors may cancel the rights offering at any time for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. We also reserve the right to amend or modify the terms of the rights offering. Procedure for exercising rights To exercise your subscription rights, you must take the following steps: If you are a registered holder of our Class A voting shares or Class B multiple voting shares, you may deliver payment and a properly completed rights certificate to the subscription agent before 5:00 p.m., Eastern Standard time, on [ ], 2012. You may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other nominee, or if you would rather an institution conduct the transaction on your behalf, you should instruct your broker, dealer, custodian bank or other nominee to exercise your subscription rights on your behalf and deliver all documents and payments before 5:00 p.m., Eastern Standard time, on [ ], 2012. Subscription agent Computershare Trust Company, N.A. Information agent Georgeson Inc. Questions Questions regarding the rights offering should be directed to the information agent, Georgeson Inc., toll-free in the United States and Canada at 1 (800) 279-6913, or outside the United States and Canada or if you are a bank or broker, (212) 440-9800. Shares outstanding before the rights offering 3,673,615 Class A voting shares as of June 30, 2012. Shares outstanding after completion of the rights offering Assuming no outstanding options for our Class A voting shares are exercised prior to the expiration of the rights offering and the full $5.0 million is subscribed for, we expect [ ] Class A voting shares will be outstanding immediately after completion of the rights offering.

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+UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 550 South Hope Street Suite 2850 Los Angeles, California 90071 (213) 271-1600 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Timothy J. Shaheen Chief Financial Officer 550 South Hope Street Suite 2850 Los Angeles, California 90071 (213) 271-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of communications to: Howard J. Unterberger, Esq. Theodora Oringher PC 10880 Wilshire Boulevard, Suite 1700 Los Angeles, California 90024 (310) 557-2009 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o 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 Common Stock, Par Value $0.01 Per Share 888,889 Shares(1) $ 9.73(2) $ 8,648,889.97 $ 991.16 (1) This registration statement is being used to register for resale (i) 666,667 shares of common stock issued to investors pursuant to a private placement which closed in 2011 ( Private Placement ) and (ii) 222,222 shares of common stock issuable upon the exercise of warrants, which were issued to investors pursuant to the Private Placement. This registration statement shall also cover an indeterminate number of additional shares of common stock that may become issuable by virtue of any stock dividend, stock split, recapitalization or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee, and based, pursuant to Rule 457(c), on the average of the high and low prices of the Registrant's common stock as reported by the Nasdaq Global Market for March 22, 2012, which date is within five business days prior to the initial filing date of this registration statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. DATED MARCH 28, 2012, SUBJECT TO COMPLETION PROSPECTUS CADIZ INC. 888,889 Shares of Common Stock The selling stockholders identified in this prospectus may offer from time to time up to 888,889 shares of our common stock, par value $0.01 per share, including 666,667 shares of common stock purchased by the selling stockholders in our 2011 private offering ( Private Placement ) and 222,222 shares of common stock issuable upon the exercise of warrants issued to those stockholders in the Private Placement. We are contractually obligated under the subscription agreements with the selling stockholders in our Private Placement to register the shares acquired, or which may be acquired pursuant to the warrants, which the selling stockholders may resell. We will not receive any of the proceeds from the resale of the shares of our common stock by the selling stockholders, other than payment of the exercise price of the warrants. We have agreed to pay for expenses of this offering. We do not know when or how the selling stockholders intend to sell their shares or what the price, terms or conditions of any sales will be. The selling stockholders may offer and sell their respective shares in transactions on the Nasdaq Global Market, in negotiated transactions, or both. These sales may occur at fixed prices that are subject to change, at prices that are determined by prevailing market prices, or at negotiated prices. The selling stockholders may sell shares to or through broker-dealers, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares or both. Our common stock is traded on the Nasdaq Global Market under the symbol "CDZI". On March 27, 2012, the last reported sale price of our common stock on Nasdaq was $9.67. We may amend or supplement this prospectus from time to time to update the disclosures set forth herein. Investing in our common stock involves a high degree of risk. You should carefully read and consider the Risk Factors beginning on page 6. ___________ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is ________, 2012. i TABLE OF CONTENTS NOTICE ABOUT FORWARD-LOOKING STATEMENTS 3 PROSPECTUS SUMMARY 3

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+This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain

parsed_sections/prospectus_summary/2012/CIK0000036506_mackinac_prospectus_summary.txt

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+This summary highlights selected information contained elsewhere or incorporated by reference in this preliminary prospectus supplement and the accompanying prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the Preferred Shares. You should carefully read this entire preliminary prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference herein and therein, before deciding whether to invest in the Preferred Shares. You should carefully consider the sections entitled Risk Factors in this preliminary prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein to determine whether an investment in the Preferred Shares is appropriate for you. Company Information Mackinac Financial Corporation (the Corporation ) was incorporated under the laws of the state of Michigan on December 16, 1974. The Corporation changed its name from First Manistique Corporation to North Country Financial Corporation on April 14, 1998. On December 16, 2004, the Corporation changed its name from North Country Financial Corporation to Mackinac Financial Corporation. The Corporation owns all of the outstanding stock of its banking subsidiary, mBank ( mBank ). The Corporation also owns three (3) non-bank subsidiaries: First Manistique Agency, presently inactive; First Rural Relending Company, a relending company for nonprofit organizations; and North Country Capital Trust, a statutory business trust which was formed solely for the issuance of trust preferred securities. mBank represents the principal asset of the Corporation. mBank has one wholly owned subsidiary, mBank Title Insurance Agency, LLC, which provides title insurance services throughout Michigan. The Corporation and mBank are engaged in a single industry segment, commercial banking, broadly defined to include commercial and retail banking activities, along with other permitted activities closely related to banking. Like all banks, mBank remains subject to legal and regulatory limitations on the amount of dividends it can pay to the Company. Under Michigan law, mBank may not pay dividends except out of net income after deducting its losses and bad debts and may not declare or pay a dividend unless mBank has a surplus amounting to at least 20% of its capital after paying the dividend. Federal law generally prohibits a depository institution from making a capital distribution (including payment of a dividend) if the depository institution would thereafter be undercapitalized. The FDIC may prohibit mBank from paying dividends if the FDIC determines, based on the financial condition of mbank, that paying the dividend would be an unsafe or unsound banking practice. Similarly, the amount of dividends the Company can pay to its shareholders is subject to various legal and regulatory limitations. As a participant in the CPP, the Company was prohibited from paying cash dividends on its common stock without prior government approval for a period of three years from the date of participation, which was April 24, 2009, unless the Preferred Shares were no longer held by Treasury. As of April 24, 2012, the third anniversary of Treasury s purchase of the Preferred Shares, this limitation lapsed. Additionally, the terms of the Preferred Shares prohibit the Company s payment of dividends on its common stock unless and until all accrued and unpaid dividends for all past dividend periods owed to Treasury on the Preferred Shares are fully paid. We have paid all dividends on the Preferred Shares when due since their original issuance. Table of Contents On March 27, 2012, the Company announced that it intended to conduct a $7 million rights offering (the Rights Offering ) to shareholders of record as of April 6, 2012. In the Rights Offering, the Company distributed to its shareholders as of the record date, non-transferable subscription rights to purchase up to 1,217,391 shares of its common stock at a subscription price of $5.75 per share. The Company subsequently filed a prospectus with the Securities and Exchange Commission on May 31, 2012 pursuant to which the Company launched the Rights Offering. The Rights Offering expired on July 16, 2012, and shareholders purchased 1,217,390 shares in the Rights Offering, resulting in aggregate proceeds to the Company of $7.0 million. The Company is in the process of distributing these shares. Commensurate with the announcement of the Rights Offering, on March 27, 2012, the Company entered into a Securities Purchase Agreement with Steinhardt Capital Investors, LLLP ( SCI ), which was amended and restated on May 23, 2012 and further amended on May 31, 2012 (as amended, the Securities Purchase Agreement ). Pursuant to the Securities Purchase Agreement and contingent upon receipt of approval from the Federal Reserve, SCI agreed to purchase a number of shares of the Company s common stock, depending on the outcome of the Rights Offering at the same $5.75 per share price as offered to the Company s shareholders in the Rights Offering (the SCI Investment ). SCI received approval from the Federal Reserve on August 3, 2012. Based upon the results of the rights offering, SCI purchased 922,788 shares of the Company s common stock on August 10, 2012 at $5.75 per share, for an aggregate purchase price of $5,306,031. The proceeds to the Company from the Rights Offering and the SCI Investment totaled approximately $12.3 million. Our principal executive offices are located at 130 South Cedar Street, Manistique, Michigan 49854, and our telephone number is (906) 341-8401. For additional information about our business, see our annual and quarterly reports and the other documents we file with the SEC, which are incorporated into this registration statement by reference. See Where You Can Find More Information on page S-iv of this preliminary prospectus supplement. Table of Contents The Offering The following summary contains basic information about the Preferred Shares and the auction process and is not intended to be complete and does not contain all of the information that is important to you. For a more complete understanding of the Preferred Shares and the auction process, you should read the sections of this preliminary prospectus supplement entitled Description of Preferred Shares and Auction Process and any similar sections in the accompanying prospectus. We intend to submit one or more bids to purchase Preferred Shares in the auction and have received the approval of the Federal Reserve to do so. Our bids may range from a small percentage of the Preferred Shares to the full 11,000 Preferred Shares outstanding and may be made at a price or prices per share that is or are less than the liquidation preference per share. We may attempt to purchase the Preferred Shares from the successful bidders or redeem the remaining outstanding shares in such amounts and at such times as we deem prudent. Issuer: Mackinac Financial Corporation Preferred Shares Offered by Treasury: 11,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share. The number of Preferred Shares to be sold will depend on the number of bids received in the auction described below and whether Treasury decides to sell any Preferred Shares in the auction process. See the section entitled Auction Process in this preliminary prospectus supplement. Liquidation Preference: If we liquidate, dissolve or wind up (collectively, a liquidation ), holders of the Preferred Shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to rights upon liquidation to the Preferred Shares. Dividends: Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through May 14, 2014, and will increase to 9% per annum on and after May 15, 2014, if not otherwise redeemed earlier for cash by us. As of the date of this preliminary prospectus supplement, we have paid in full all of our quarterly dividend obligations on the Preferred Shares. Holders of Preferred Shares sold by Treasury in the auction, if any, that are record holders on the record date for the November 15, 2012 dividend payment date will be entitled to any declared dividends payable on such date. Maturity: The Preferred Shares have no maturity date. Rank: The Preferred Shares rank: (i) senior to common stock or any other capital stock that ranks, by its terms, junior to the Preferred Shares as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (collectively, the Junior Stock ); (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Preferred Shares as to dividend rights and/or rights on liquidation, dissolution or winding up of the Corporation (collectively, the Parity Stock ); and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation, dissolution or winding up of the Corporation. Table of Contents Priority of Dividends: So long as any of the Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full. Redemption: We may redeem the Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per Preferred Share plus any accrued and unpaid dividends (including, if applicable, dividends accrued on any unpaid dividends) to, but excluding, the date of redemption. We intend to submit one or more bids to purchase Preferred Shares in the auction and have received the approval of the Federal Reserve to do so. Our bids may range from a small percentage of the Preferred Shares to the full 11,000 Preferred Shares outstanding and may be made at a price or prices per share that is or are less than the liquidation preference per share. We may attempt to purchase the Preferred Shares from the successful bidders or redeem the remaining outstanding shares in such amounts and at such times as we deem prudent. Voting Rights: Holders of the Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Preferred Shares for six or more quarterly periods, whether or not consecutive, the authorized number of directors then constituting our board will be automatically increased by two, and the holders of the Preferred Shares, voting as a single class together with the holders of any outstanding Parity Stock with like voting rights, will be entitled to elect the two additional members of our board of directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the Preferred Shares for all past dividend periods are paid in full. There is no limit on the number of nominations and a plurality of eligible voters would determine the election of the two new directors. In addition, the affirmative vote of the holders of at least 66-2/3% of the outstanding Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Preferred Shares, to amend, alter or repeal any provision of our Articles of Incorporation or the Certificate of Designations for the Preferred Shares in a manner that adversely affects the rights of the holders of the Preferred Shares or to consummate a binding share exchange or reclassification of the Preferred Shares or a merger or consolidation of us with another entity unless (x) the Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (y) the Preferred Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Preferred Shares immediately prior to such transaction, taken as a whole. Table of Contents Auction Process: The public offering price and the allocation of the Preferred Shares in this offering will be determined through an auction process conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P., the joint book-running managers in this offering, in their capacity as the auction agents. The auction process will entail a modified Dutch auction mechanic in which bids may be submitted through the auction agents or one of the other brokers that is a member of the broker network, which are collectively referred to in this preliminary prospectus supplement as the network brokers, established in connection with the auction process. Each broker will make suitability determinations with respect to its own customers wishing to participate in the auction process. The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process. We encourage you to discuss any questions regarding the bidding process and suitability determinations applicable to your bids with your broker. We intend to submit one or more bids in the auction. Assuming we successfully bid for the maximum number of Preferred Shares for which we have obtained approval from our regulators to bid (the entirety of the 11,000 Preferred Shares outstanding) and taking into account the pro forma impact of the shares sold in the Rights Offering and the shares issued in connection with the SCI Investment, our pro forma capital ratios, as well as those of mBank (in each case, based on financial information and the method of calculation at and for the six months ended June 30, 2012), would be as follows: Assuming a clearing price equal to the minimum bid price of $918.80 per share: Ratio Company mBank Tier 1 Risk-Based Capital Ratio 11.95 % 10.86 % Total Risk-Based Capital Ratio 13.11 % 12.01 % Leverage Ratio 10.46 % 9.52 % The Company s pro forma capital ratios will be lower than those reflected in the preceding paragraph if the clearing price exceeds the minimum bid price. For instance, assuming the Company acquires all of the Preferred Shares at a clearing price equal to the liquidation preference amount of $1,000 per share, and taking into account the pro forma impact of the shares sold in the Rights Offering and issued in connection with the SCI Investment: Ratio Company mBank Tier 1 Risk-Based Capital Ratio 11.75 % 10.86 % Total Risk-Based Capital Ratio 12.91 % 12.01 % Leverage Ratio 10.28 % 9.52 % Table of Contents The assumed clearing prices and the number of shares purchased set forth above are used solely for illustrative purposes; the actual clearing price for the Preferred Shares sold in the auction and the number of Preferred Shares purchased by the Company may differ. If we do not successfully bid for the maximum number of Preferred Shares in the auction, we may attempt to purchase the Preferred Shares from the successful bidders or redeem the remaining outstanding shares at such times as we deem prudent. As of June 30, 2012, as reported and without giving effect to any purchase by us of the Preferred Shares, the Rights Offering, or the SCI Investment, our capital ratios were: Ratio Company mBank Tier 1 Risk-Based Capital Ratio 11.61 % 10.86 % Total Risk-Based Capital Ratio 12.77 % 12.01 % Leverage Ratio 10.16 % 9.52 % For more information about the auction process, see Auction Process in this preliminary prospectus supplement. Minimum Bid Size and Price Increments: This offering is being conducted using an auction process in which prospective purchasers are required to bid for the Preferred Shares. During the auction period, bids may be placed for Preferred Shares at any price at or above the minimum bid price of $918.80 per share (such bid price to be in increments of $0.01) with a minimum bid size of one Preferred Share. See Auction Process in this preliminary prospectus supplement. Bid Submission Deadline: The auction will commence at 10:00 a.m., New York City time, on the date specified in a press release issued on such day, and will close at 6:30 p.m., New York City time, on the second business day immediately thereafter, which is referred to as the submission deadline. Network brokers and other brokers will impose earlier submission deadlines than those imposed by the auction agents. Please see page S-30 of this preliminary prospectus supplement for more information regarding the bid submission deadline. Irrevocability of Bids: Bids that have not been modified or withdrawn by the time of the submission deadline are final and irrevocable, and bidders who submit bids that are accepted by Treasury will be obligated to purchase the Preferred Shares allocated to them. The auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws; however, the auction agents, in their sole discretion, may require that bidders confirm their bids before the auction process closes. See Auction Process in this preliminary prospectus supplement. Table of Contents Clearing Price: The price at which the Preferred Shares will be sold to the public will be the clearing price plus accrued dividends thereon. The clearing price will be determined as follows: If valid, irrevocable bids are received for 100% or more of the offered Preferred Shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction; If valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the time of the submission deadline, the clearing price will be equal to the minimum bid price of $918.80 per share. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares in the auction process or, in the case where bids are received for at least half, but less than all, of the Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury decides to sell Preferred Shares in the auction, after Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agents and each network broker that has submitted a successful bid will notify successful bidders that the auction has closed and that their bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described below). The clearing price and number of Preferred Shares to be sold are also expected to be announced by press release on the business day following the end of the auction. See Auction Process in this preliminary prospectus supplement. Number of Preferred Shares to be Sold: If bids are received for 100% or more of the offered Preferred Shares, Treasury must sell all of the offered Preferred Shares if it chooses to sell any Preferred Shares. If bids are received for at least half, but less than all, of the offered Preferred Shares, then Treasury may, but is not required to, sell at the minimum bid price in the auction (which will be deemed to be the clearing price) the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold. If bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares or, in the case where bids are received for at least half, but less than all, of the offered Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury elects to sell any Preferred Shares in the auction, Treasury must sell those shares at the clearing price plus accrued dividends thereon. In no event will Treasury sell more Preferred Shares than the number of Preferred Shares for which there are bids. See Auction Process in this preliminary prospectus supplement. Allocation; Pro-Ration: If bids for 100% or more of the offered Preferred Shares are received and Treasury elects to sell Preferred Shares in the offering, then any accepted bids submitted in the auction above the clearing price will receive allocations in full, while any accepted bids submitted at the clearing price may experience pro-rata allocation. If bids for at least half, but less than all, of the offered Preferred Shares are received, and Treasury chooses to sell fewer Preferred Shares than the number of Preferred Shares for which bids were received, then all bids will experience equal pro-rata allocation. See Auction Process in this preliminary prospectus supplement. Use of Proceeds: We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury. See Use of Proceeds in this preliminary prospectus supplement. Listing: The Preferred Shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system. Table of Contents Risk Factors: See Risk Factors and other information included or incorporated by reference in this preliminary prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making a decision to invest in the Preferred Shares. Auction Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P. Network Brokers: See page S-30 of this preliminary prospectus supplement for a list of brokers participating as network brokers in the auction process. Table of Contents

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+PROSPECTUS SUMMARY
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+ THE OFFERING
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+ RISK FACTORS
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+ STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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+ USE OF PROCEEDS
+ 22
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+ DIVIDEND POLICY
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+ MARKET FOR COMMON EQUITY
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+ MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+ 24
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+ OUR BUSINESS
+ 37
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+ MANAGEMENT
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+ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+ 57
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+ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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+ SELLING SECURITYHOLDERS
+ 67
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+ PLAN OF DISTRIBUTION
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+ DESCRIPTION OF SECURITIES
+ 75
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+ MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
+ 85
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+ DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
+ 95
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+ LEGAL MATTERS
+ 95
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+ EXPERTS
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+ WHERE YOU CAN FIND MORE INFORMATION
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+ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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+PROSPECTUS SUMMARY This summary highlights information that we present more fully in the rest of this prospectus and does not contain all of the information you should consider before investing in our securities. This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including the Risk Factors section and our consolidated financial statements and related notes. Overview Unless the context requires otherwise, as used in this prospectus, the terms Biovest, we, us, our, the Company, our company, and similar references refer to Biovest International, Inc. and its subsidiaries. As a result of our collaboration with the National Cancer Institute ( NCI ), Biovest International, Inc. is developing BiovaxID as a personalized therapeutic cancer vaccine for the treatment of non-Hodgkin s lymphoma ( NHL ), specifically follicular lymphoma ( FL ), mantle cell lymphoma ( MCL ) and potentially other B-cell cancers. Both FL and MCL are generally considered to be incurable with currently approved therapies. These generally fatal diseases arise from the lymphoid tissue and are characterized by an uncontrolled proliferation and spread throughout the body of mature B-cells, which are a type of white blood cell. Three clinical trials conducted under our Investigational New Drug Application ( IND ) have studied BiovaxID in NHL. These studies include a Phase 2 clinical trial and a Phase 3 clinical trial in patients with FL, as well as a Phase 2 clinical trial in MCL patients. BiovaxID has demonstrated statistically significant Phase 3 clinical benefit by prolonging disease-free survival in FL patients treated with BiovaxID . We believe that these clinical trials demonstrate the safety and efficacy of BiovaxID . To support our planned commercialization of BiovaxID , we developed an automated cell culture instrument called AutovaxID . We believe that AutovaxID has significant potential application in the production of a broad range of patient-specific medicines, such as BiovaxID , and potentially for various vaccines, including vaccines for influenza and other contagious diseases. We are collaborating with the U.S. Department of Defense to further develop AutovaxID and to explore potential production of additional vaccines, including vaccines for viral indications such as influenza. AutovaxID is automated and computer controlled to improve cell production reliability and to maximize cell production. AutovaxID uses a disposable production unit which provides for robust and dependable manufacturing while complying with the industry current good manufacturing practices standards. AutovaxID has a small footprint and supports scalable production. We also manufacture instruments and disposables used in the hollow-fiber production of cell culture products. Our hollow-fiber cell culture products and instruments are used by biopharmaceutical and biotechnology companies, medical schools, universities, research facilities, hospitals and public and private laboratories. We also produce mammalian and insect cells, monoclonal antibodies, recombinant and secreted proteins and other cell culture products using our unique capability, expertise and proprietary advancements in the cell production process known as hollow-fiber perfusion. Our business consists of three primary business segments: development of BiovaxID and potentially other B-cell blood cancer vaccines; the manufacture and sale of AutovaxID and other instruments and consumables; and commercial production of cell culture products and services. We completed a reorganization of our Company, which we believe prepares our Company for our commercialization of BiovaxID . On November 10, 2008, we and our wholly-owned subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Our reorganization case was jointly administered with the reorganization case of our parent company, Accentia Biopharmaceuticals, Inc., under Case No. 8:08-bk-17795-KRM. On August 16, 2010, we filed our First Amended Joint Plan of Reorganization, and, on October 25, 2010, we filed the First Modification to the First Amended Joint Plan of Reorganization (collectively and as amended and supplemented, the Plan ). On November 2, 2010, the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division (the Bankruptcy Court ) entered an Order Confirming Debtors First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the Confirmation Order ). We emerged from Chapter 11 protection, and our Plan became effective, on November 17, 2010 (the Effective Date ). Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MARCH 30, 2012 Units, Each Consisting of One Share of Common Stock and 0.5 of a Warrant to Purchase One Share of Common Stock We are offering up to units, each unit consisting of one share of our common stock, par value $0.01 per share, and 0.5 of a warrant to purchase one share of our common stock. Each full warrant entitles its holder to purchase one share of our common stock at an exercise price of $ per share. The units will separate immediately, the common stock and the warrants will be issued separately, and the common stock will trade separately. For a more detailed description of our units, our common stock, and our warrants, see the section entitled DESCRIPTION OF SECURITIES beginning on page 79 of this prospectus. We are not required to sell any specific dollar amount or number of units, but we will use our best efforts to sell all of the units being offered. Our common stock is currently quoted on the OTCQB under the symbol BVTI . We do not intend to apply to list the warrants on any securities exchange or market. On March 29, 2012, the last reported sale price of our common stock on the OTCQB was $0.58 per share. Investing in the offered securities involves risks. See RISK FACTORS beginning on page 4 of this prospectus. Per Unit Total Price to Public $ 5,000,000 Placement Agent s Fees Proceeds, Before Expenses, to Biovest International, Inc. has agreed to act as our exclusive placement agent in connection with this offering. may engage one or more sub placement agents or selected dealers. The placement agent is not purchasing the securities offered by us, and is not required to sell any specific number or dollar amount of units, but will assist us in this offering on a best efforts basis. We have agreed to pay the placement agent a cash fee equal to % of the gross proceeds of the offering of units by us, as well as Placement Agent Warrants to purchase shares of our common stock equal to % of the aggregate number of units sold in the offering. The Placement Agent Warrants will be substantially on the same terms as the warrants offered hereby, except as required by the Financial Industry Regulatory Authority, Inc. We estimate the total expenses of this offering, excluding the placement agent fees, will be approximately $ . Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. See PLAN OF DISTRIBUTION beginning on page 85 of this prospectus for more information regarding this offering and the placement agent arrangements. All costs associated with the offering will be borne by us. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Brokers or dealers effecting transactions in these securities should confirm that the securities are registered under the applicable state law or that an exemption from registration is available. The date of this prospectus is , 2012. Table of Contents Corporate Information Our principal executive offices are located at 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606, and our telephone number is (813) 864-2554. Our website is www.biovest.com. Information contained on our website is not incorporated by reference into this prospectus, and such information should not be considered to be part of this prospectus. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the series B preferred shares. You should carefully read this entire prospectus, as well as the information incorporated by reference herein, before deciding whether to invest in the series B preferred shares. You should carefully consider the sections entitled Risk Factors in this prospectus and the documents incorporated by reference herein to determine whether an investment in the series B preferred shares is appropriate for you. Business We are a diversified banking services company headquartered in Lorain, Ohio and organized as a bank holding company under the Bank Holding Company Act of 1956, as amended (the BHC Act ). We engage in lending and depository services, investment services, and other traditional banking services offered through our wholly-owned subsidiary, The Lorain National Bank (the Bank ). The primary business of the Bank is providing personal, mortgage and commercial banking products, along with investment management and trust services. The Lorain National Bank operates through 20 retail-banking locations and 29 automated teller machines ( ATMs ) in Lorain, Erie, Cuyahoga and Summit counties in the Ohio communities of Lorain, Elyria, Amherst, Avon, Avon Lake, LaGrange, North Ridgeville, Oberlin, Olmsted Township, Vermilion, Westlake and Hudson, as well as a business development office in Cuyahoga County. The Company s management team ( Management ) believes that the Bank is well positioned to compete successfully in its market area. Management believes that the commitment of the Bank to provide quality personal service and its local community involvement give the Bank a competitive advantage over other financial institutions operating in its markets. For a complete description of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. For instructions on how to find copies of these documents, see Where You Can Find More Information. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement, the accompanying prospectus and the additional information described under the headings Where You Can Find More Information and Incorporation of Certain Information by Reference before you make a decision to invest in the Preferred Shares. In particular, you should review the information under the heading Risk Factors set forth on page S-9 of this prospectus supplement, the information set forth under the heading Risk Factors set forth on page 5 in the accompanying prospectus and the information under the heading Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference herein. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor Treasury nor the underwriters are making an offer to sell the Preferred Shares in any manner in which, or in any jurisdiction where, the offer or sale thereof is not permitted. We have not authorized any person to provide you with different or additional information. If any person provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of its date or the date which is specified in those documents. Our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects may have changed since any such date. In this prospectus supplement, we frequently use the terms we, our, us and the Company to refer to LNB Bancorp, Inc. and its subsidiaries, unless the context indicates otherwise. References to the Bank or our subsidiary bank refer to The Lorain National Bank, a wholly owned subsidiary of LNB Bancorp, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus, and the documents incorporated by reference into them, contain forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Terms such as will, should, plan, intend, expect, continue, believe, anticipate and seek, as well as similar comments, are forward-looking in nature. Actual results and events may differ materially from those expressed or anticipated as a result of risks and uncertainties which include but are not limited to: a worsening of economic conditions or slowing of any economic recovery, which could negatively impact, among other things, business activity and consumer spending and could lead to a lack of liquidity in the credit markets; changes in the interest rate environment which could reduce anticipated or actual margins; increases in interest rates or further weakening of economic conditions that could constrain borrowers ability to repay outstanding loans or diminish the value of the collateral securing those loans; market conditions or other events that could negatively affect the level or cost of funding, affecting the Company s ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund asset growth, and new business transactions at a reasonable cost, in a timely manner and without adverse consequences; changes in political conditions or the legislative or regulatory environment, including new or heightened legal standards and regulatory requirements, practices or expectations, which may impede profitability or affect the Company s financial condition (such as, for example, the Dodd-Frank Act and rules and regulations that have been or may be promulgated under the Dodd-Frank Act); persisting volatility and limited credit availability in the financial markets, particularly if market conditions limit the Company s ability to raise funding to the extent required by banking regulators or otherwise; S-i Table of Contents The Offering Issuer LNB Bancorp, Inc. Fixed Rate Cumulative Perpetual Preferred Stock, Series B, offered by us None Fixed Rate Cumulative Perpetual Preferred Stock, Series B, offered by selling securityholders Up to 25,223 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B Use of proceeds We will not receive any proceeds from the sale of the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B. Listing Our Fixed Rate Cumulative Perpetual Preferred Stock, Series B is not listed on any exchange. Risk factors You should consider carefully the matters set forth under Risk Factors beginning on page 5 of this prospectus before deciding to purchase any shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B. Table of Contents significant increases in competitive pressure in the banking and financial services industries, particularly in the geographic or business areas in which the Company conducts its operations; limitations on the Company s ability to return capital to shareholders, including the ability to pay dividends, and the dilution of the Company s common shares that may result from, among other things, the terms of the TARP Capital Purchase Program ( CPP ), pursuant to which the Company issued securities to Treasury; adverse effects on the Company s ability to engage in routine funding transactions as a result of the actions and commercial soundness of other financial institutions; general economic conditions becoming less favorable than expected, continued disruption in the housing markets and/or asset price deterioration, which have had and may continue to have a negative effect on the valuation of certain asset categories represented on the Company s balance sheet; increases in deposit insurance premiums or assessments imposed on the Company by the Federal Deposit Insurance Corporation (the FDIC ); a failure of the Company s operating systems or infrastructure, or those of its third-party vendors, that could disrupt its business; risks that are not effectively identified or mitigated by the Company s risk management framework; and difficulty attracting and/or retaining key executives and/or relationship managers at compensation levels necessary to maintain a competitive market position; as well as the risks and uncertainties described from time to time in the Company s reports as filed with the SEC. The Company undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and file with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as required of a U.S. listed company. You may read and copy any document we file at the SEC s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-888-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC s web site at www.sec.gov or on our website at www.4lnb.com. However, the information on, or that can be accessible through, our website does not constitute a part of, and is not incorporated by reference in, this prospectus supplement or the accompanying prospectus. Written requests for copies of the documents we file with the SEC should be directed to LNB Bancorp, Inc., 457 Broadway, Lorain, Ohio 44052, Attention: Gary J. Elek, Chief Financial Officer, telephone: (440) 244-6000. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-1 filed by us with the SEC under the Securities Act. As permitted by the SEC, this prospectus supplement and the accompanying prospectus do not contain all the information in the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the complete registration statement, including exhibits, on Form S-1 that may be obtained as described above. Statements contained in this prospectus supplement and the accompanying prospectus about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the contract or other document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual contract or other document. S-ii Table of Contents RISK FACTORS An investment in our series B preferred shares is subject to risks inherent in our business and risks relating to the structure of the series B preferred shares. The material risks and uncertainties that management believes affect your investment in the series B preferred shares are described below and in the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011 incorporated by reference herein. Before making an investment decision, you should carefully consider the risks and uncertainties described below and in the information included or incorporated by reference in this prospectus. If any of these risks or uncertainties are realized, our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects, as well as our ability to pay dividends on the series B preferred shares, could be materially and adversely affected and the market price of the series B preferred shares could decline significantly and you could lose some or all of your investment. Risks Associated with Our Business For the risks associated with our business and industry, as well as the risks related to legislative and regulatory events, see the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated in this prospectus by reference. Risk Factors Related to an Investment in the Series B Preferred Shares We rely on dividends we receive from our subsidiary and are subject to restrictions on our ability to declare or pay dividends. As a bank holding company, our ability to pay dividends depends primarily on the receipt of dividends from our wholly-owned bank subsidiary. Dividend payments from the Bank are subject to legal and regulatory limitations, generally based on retained earnings, imposed by bank regulatory agencies. The ability of the Bank to pay dividends is also subject to financial condition, regulatory capital requirements, capital expenditures and other cash flow requirements. An investment in the series B preferred shares is not an insured deposit. The series B preferred shares are not bank deposits and, therefore, are not insured against loss by the FDIC or any other public or private entity. Investment in the series B preferred shares is inherently risky for the reasons described in this Risk Factors section and elsewhere in this prospectus and is subject to the same market forces that affect the capital stock in any company. As a result, if you acquire the series B preferred shares you may lose some or all of your investment. An active trading market for the series B preferred shares may not develop or be maintained. The series B preferred shares are not currently listed on any securities exchange or available for quotation on any national quotation system, and we do not anticipate listing the series B preferred shares. There can be no assurance that an active trading market for the series B preferred shares will develop or, if developed, will be maintained. If an active market is not developed and maintained, the market value and liquidity of the series B preferred shares may be materially and adversely affected. The series B preferred shares may be junior in rights and preferences to our future preferred stock. Subject to approval by the holders of at least 66 2/3% of the series B preferred shares then outstanding, voting as a separate class, we may issue preferred stock in the future the terms of which are expressly senior to the series B preferred shares. The terms of any such future preferred stock expressly senior to the series B preferred shares may prohibit or otherwise restrict dividend payments on the series B preferred shares. For Table of Contents INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to incorporate by reference the information that we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. We incorporate by reference the following documents (other than information furnished rather than filed in accordance with SEC rules): the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2011; the Company s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012; the Company s Current Report on Form 8-K filed on May 3, 2012; and the Company s Definitive Proxy Statement related to its 2012 annual meeting of shareholders, as filed with the SEC on March 13, 2012. We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus and a copy of any or all other contracts or documents which are referred to in this prospectus supplement or the accompanying prospectus. Requests should be directed to: LNB Bancorp, Inc., 457 Broadway, Lorain, Ohio 44052, Attention: Gary J. Elek, Chief Financial Officer, telephone: (440) 244-6000. S-iii Table of Contents example, the terms of any such senior preferred stock may provide that, unless full dividends for all of our outstanding preferred stock senior to the series B preferred shares have been paid for the relevant periods, no dividends will be paid on the series B preferred shares, and no series B preferred shares may be repurchased, redeemed, or otherwise acquired by us. In addition, in the event of our liquidation, dissolution or winding-up, the terms of any such senior preferred stock would likely prohibit us from making any payments on the series B preferred shares until all amounts due to holders of such senior preferred stock are paid in full. Holders of the series B preferred shares have limited voting rights. Unless and until we are in arrears on our dividend payments on the series B preferred shares for six quarterly periods, whether or not consecutive, the holders of the series B preferred shares will have no voting rights except with respect to certain fundamental changes in the terms of the series B preferred shares and certain other matters and except as may be required by applicable law. If dividends on the series B preferred shares are not paid in full for six quarterly periods, whether or not consecutive, the total number of positions on the Company s board of directors will increase by two and the holders of the series B preferred shares, acting as a class with any other shares of our preferred stock with parity voting rights to the series B preferred shares, will have the right to elect two individuals to serve in the new director positions at the next annual meeting (or at a special meeting called for this purpose). This right and the terms of such directors will end when we have paid in full all accrued and unpaid dividends for all past dividend periods. See Description of Preferred Shares Voting Rights in this prospectus. We are subject to extensive regulation, and ownership of the series B preferred shares may have regulatory implications for holders thereof. We are subject to extensive federal and state banking laws, including the BHC Act, and federal and state banking regulations, that impact the rights and obligations of owners of the series B preferred shares, including, for example, our ability to declare and pay dividends on, and to redeem, the series B preferred shares. Although the Company does not believe the series B preferred shares are considered voting securities currently, if they were to become voting securities for the purposes of the BHC Act, whether because the Company has missed six dividend payments and holders of the series B preferred shares have the right to elect directors as a result, or for other reasons, a holder of 25% of more of the series B preferred shares, or a holder of a lesser percentage of our series B preferred shares that is deemed to exercise a controlling influence over us, may become subject to regulation under the BHC Act. In addition, if the series B preferred shares become voting securities , then (a) any bank holding company or foreign bank that is subject to the BHC Act may need approval to acquire or retain more than 5% of the then outstanding series B preferred shares, and (b) any holder (or group of holders acting in concert) may need regulatory approval to acquire or retain 10% or more of the series B preferred shares. A holder or group of holders may also be deemed to control us if they own one-third or more of our total equity, both voting and non-voting, aggregating all shares held by the investor across all classes of stock. Holders of the series B preferred shares should consult their own counsel with regard to regulatory implications. The United States Department of Treasury is a federal agency and your ability to bring a claim against the United States Department of Treasury under the federal securities laws in connection with a purchase of series B preferred shares may be limited. The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the FTCA ), provides that claims may not be brought against the United States of America or any agency or instrumentality thereof unless specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one federal court, in a case involving a federal agency, has held that the United States may assert its sovereign immunity to claims brought under the federal securities laws. In addition, the United States Department of Treasury and its officers, agents, and employees are exempt from liability for any violation or alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act by virtue of Section 3(c) thereof. Accordingly, Table of Contents any attempt to assert such a claim against the officers, agents or employees of the United States Department of Treasury for a violation of the Securities Act or the Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus, the registration statement of which this prospectus or the documents incorporated by reference in this prospectus are a part or resulting from any other act or omission in connection with the offering of the series B preferred shares by the United States Department of Treasury would likely be barred. Table of Contents USE OF PROCEEDS We will not receive any proceeds from any sale of the series B preferred shares by the selling securityholders. RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth our ratios of earnings to fixed charges and preferred stock dividends for the periods indicated. No series B preferred shares were outstanding during the year ended December 31, 2007, and we did not repay preferred dividends during that period. Consequently, the ratio of earnings to fixed charges and preferred dividends are the same as the ratio of earnings to fixed charges for that period. Quarter Ended March 31, 2012 Quarter Ended March 31, 2011 Year Ended December 31, 2011 Year Ended December 31, 2010 Year Ended December 31, 2009 Year Ended December 31, 2008 Year Ended December 31, 2007 (unaudited) Ratios of Earnings to Fixed Charges and Preferred Stock Dividends(1) Excluding interest on deposits 3.40x 2.53x 2.69x 2.66x (0.05)x 1.90x 3.01x Including interest on deposits 1.83x 1.44x 1.51x 1.45x 0.79 x 1.13x 1.25x (1) The ratio of earnings to fixed charges is calculated by adding income before income taxes plus fixed charges and dividing that sum by fixed charges. Table of Contents DESCRIPTION OF PREFERRED SHARES The following is a brief description of the terms of the series B preferred shares that may be resold by the selling securityholders. This summary does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to our Second Amended Articles of Incorporation, as amended, including the Certificate of Amendment with respect to the series B preferred shares, copies of which have been filed with the SEC and are also available upon request from us. General Under our Second Amended Articles of Incorporation, as amended, we have authority to issue up to one million preferred shares, no par value per share. Of such number of preferred shares, 150,000 shares have been designated as series A voting preferred shares, and 25,223 shares have been designated as series B preferred shares, all of which series B preferred shares were issued to the initial selling securityholder in a transaction exempt from the registration requirements of the Securities Act. The issued and outstanding shares of series B preferred shares are validly issued, fully paid and nonassessable. Dividends Payable on Series B Preferred Shares Holders of series B preferred shares are entitled to receive if, as and when declared by our board of directors or a duly authorized committee of the board, out of assets legally available for payment, cumulative cash dividends at a rate per annum of 5% per share on a liquidation preference of $1,000 per series B preferred share with respect to each dividend period from December 12, 2008 to, but excluding, February 15, 2014. From and after February 15, 2014, holders of series B preferred shares are entitled to receive cumulative cash dividends at a rate per annum of 9% per share on a liquidation preference of $1,000 per series B preferred share with respect to each dividend period thereafter. Dividends are payable quarterly in arrears on each February 15, May 15, August 15 and November 15, each a dividend payment date, starting with February 15, 2009. If any dividend payment date is not a business day, then the next business day will be the applicable dividend payment date, and no additional dividends will accrue as a result of the applicable postponement of the dividend payment date. Dividends payable during any dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable with respect to the series B preferred shares are payable to holders of record of series B preferred shares on the date that is 15 calendar days immediately preceding the applicable dividend payment date or such other record date as the board of directors or any duly authorized committee of the board determines, so long as such record date is not more than 60 nor less than 10 days prior to the applicable dividend payment date. If we determine not to pay any dividend or a full dividend with respect to the series B preferred shares, we are required to provide written notice to the holders of series B preferred shares prior to the applicable dividend payment date. Since the dividends on the series B preferred shares are cumulative, we will still remain obligated to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on each subsequent dividend date (meaning that dividends for future dividend periods will accrue on any unpaid dividend amounts for prior dividend periods). Since issuing the series B preferred shares, we have declared and paid all accrued dividends on the series B preferred shares to the date of this prospectus. We are subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Board of Governors of the Federal Reserve System, or the Federal Reserve Board, is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as us, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, we are subject to Ohio state laws relating to the payment of dividends. Table of Contents We are not obligated to pay holders of the series B preferred shares any dividend in excess of the dividends on the series B preferred shares that are payable as described above. There is no sinking fund with respect to dividends on the series B preferred shares. Priority of Dividends With respect to the payment of dividends and the amounts to be paid upon liquidation, the series B preferred shares will rank: senior to our common shares and all other equity securities designated as ranking junior to the series B preferred shares; and at least equally with all other equity securities designated as ranking on a parity with the series B preferred shares, or parity stock, including our series A voting preferred shares (of which, as of the date of this prospectus, 150,000 shares are designated, but none are issued), with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding-up of LNB. So long as any series B preferred shares remain outstanding, unless all accrued and unpaid dividends for all prior dividend periods have been paid or are contemporaneously declared and paid in full, no dividend whatsoever shall be paid or declared on LNB s common shares or other junior stock, other than a dividend payable solely in common shares. We and our subsidiaries also may not purchase, redeem or otherwise acquire for consideration any of our common shares or other junior stock unless we have paid in full all accrued dividends on the series B preferred shares for all prior dividend periods, other than: purchases, redemptions or other acquisitions of our common shares or other junior stock in connection with the administration of our employee benefit plans in the ordinary course of business pursuant to a publicly announced repurchase plan up to the increase in diluted shares outstanding resulting from the grant, vesting or exercise of equity-based compensation; purchases or other acquisitions by broker-dealer subsidiaries of LNB solely for the purpose of market-making, stabilization or customer facilitation transactions in junior stock or parity stock in the ordinary course of its business; purchases or other acquisitions by broker-dealer subsidiaries of LNB for resale pursuant to an offering by LNB of our stock that is underwritten by the related broker-dealer subsidiary; any dividends or distributions of rights or junior stock in connection with any shareholders rights plan or repurchases of rights pursuant to any shareholders rights plan; acquisition of record ownership of junior stock or parity stock for the beneficial ownership of any other person who is not LNB or a subsidiary of LNB, including as trustee or custodian; and the exchange or conversion of junior stock for or into other junior stock or of parity stock for or into other parity stock or junior stock but only to the extent that such acquisition is required pursuant to binding contractual agreements entered into before December 12, 2008 or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for common shares. If we repurchase series B preferred shares from a holder other than the initial selling

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+PROSPECTUS SUMMARY Our Company Firstbank Corporation ( We or the Corporation ) is a bank holding company. We own all of the outstanding stock of Firstbank Alma, Firstbank (Mt. Pleasant), Firstbank West Branch, Keystone Community Bank, Firstbank West Michigan, and FBMI Risk Management Services, Inc. (a captive insurance company). Our business is concentrated in a single industry segment commercial banking. Each subsidiary bank is a full-service community bank. Our subsidiary banks offer all customary banking services, including the acceptance of checking, savings, and time deposits and the making of commercial, mortgage (principally single family), home improvement, automobile, and other consumer loans. Trust services are offered to customers through Citizens Bank Wealth Management in the Firstbank Alma main office. Our principal sources of revenues are interest and fees on loans and non-interest revenue resulting from banking and non-bank subsidiary activity. Beginning in 2001, each of our subsidiary banks established mortgage company subsidiaries. Each of our subsidiary banks also offers securities brokerage services at their main offices through arrangements with third party brokerage firms. Firstbank Alma is a Michigan state chartered bank. It and its predecessors have operated continuously in Alma, Michigan since 1880. Its main office and one branch are located in Alma. Firstbank Alma also has two full service branches located in St Johns, and one full service branch located in each of the following communities near Alma: Ashley, Dewitt, Ithaca, Merrill, Pine River Township, St. Charles, St. Louis and Vestaburg. Firstbank Alma Mortgage Company, a subsidiary of the bank, was established in 2001. Firstbank (Mount Pleasant) is a Michigan state chartered bank which was incorporated in 1894. Its main office and one branch are located in Mount Pleasant, Michigan. Firstbank (Mount Pleasant) also has two full service branches in each of Union Township and Lakeview, and one full service branch located in each of the following communities near Mount Pleasant: Clare, Shepherd, Cadillac, Howard City, Morley, Remus, Canadian Lakes, and Winn. Firstbank Mortgage Company, a subsidiary of the bank, was established in 2001. Firstbank West Branch is a Michigan state chartered bank which was incorporated in 1980. Its main office and two branches are located in West Branch, Michigan. Firstbank West Branch also has one full service branch located in each of the following communities near West Branch: Fairview, Hale, Higgins Lake, Prescott, Rose City, St. Helen and West Branch Township. Firstbank West Branch owns Firstbank - West Branch Mortgage Company (a subsidiary of the bank, established in 2001). Firstbank West Branch also owns 48% of First Investors Title, LLC which is a title insurance provider. Keystone Community Bank is a Michigan state chartered bank which was established in 1997 and acquired by us on October 1, 2005. Its main office and three branches are located in Kalamazoo with two additional branches in Portage and one branch in Paw Paw. Firstbank West Michigan (formerly Ionia County National Bank of Ionia) is a Michigan state chartered bank which was established in 1934 and acquired by us on July 1, 2007. Its main office and two branches are located in Ionia, with two additional branches in Belding, and one branch each in Hastings, Lowell, Sunfield, and Woodland. As a bank holding company, we are a legal entity separate and distinct from our subsidiaries. Firstbank coordinates the financial resources of the consolidated enterprise through financial, operational and administrative systems and coordination of various policies and activities. Firstbank s operating revenues and net income are derived primarily from its subsidiary banks through dividends and fees for services performed. Our principal executive offices are located at 311 Woodworth Avenue, Alma, Michigan 48801, and our telephone number at that address is (989) 463-3131. We maintain an Internet website at www.firstbankmi.com. We are not incorporating the information on our website into this prospectus, and neither this website nor the information on this website is included or incorporated in, or is a part of, this prospectus. Investing in the Preferred Shares involves risks. You should read the Risk Factors section beginning on page S-7 of this prospectus supplement and page 7 of the accompanying prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2011 before making a decision to invest in the Preferred Shares. Per Share Total Public offering price(1) $ $ Underwriting discounts and commissions to be paid by Treasury(2) $ $ Proceeds to Treasury(1) $ $ The Offering The following summary contains basic information about the Preferred Shares and the auction process and is not intended to be complete and does not contain all the information that is important to you. For a more complete understanding of the Preferred Shares and the auction process, you should read the sections of this prospectus entitled Description of Preferred Shares and Auction Process . Issuer Firstbank Corporation Preferred Shares Offered by Treasury 33,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A The number of Preferred Shares to be sold will depend on the number of bids received in the auction described below and whether Treasury decides to sell any Preferred Shares in the auction process. See the section entitled Auction Process in this prospectus. Liquidation Preference If we liquidate, dissolve or wind up (collectively, a liquidation ), holders of the Preferred Shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to rights upon liquidation to the Preferred Shares. Dividends Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum for the first five years, and will increase to 9% per annum on and after February 15, 2014 for the Series A Preferred Shares if not otherwise redeemed earlier for cash by us. Holders of Preferred Shares sold by Treasury in the auction, if any, that are record holders on the record date for the August 15, 2012 dividend payment date will be entitled to any declared dividends payable on such date. Maturity The Preferred Shares have no maturity date. Rank The Preferred Shares rank (i) senior to common stock or any other capital stock that ranks, by its terms, junior as to dividend rights and/or rights upon liquidation to the Preferred Shares (collectively, the Junior Stock ), (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Preferred Shares as to dividend rights and/or rights upon liquidation (collectively, the Parity Stock ) and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation. Priority of Dividends So long as any of the Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full. Redemption We may redeem the Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. We intend to submit one or more bids to purchase up to 16,000 of the Preferred Shares in the auction and have received approval of the Federal Reserve to do so. We will not require any additional capital to complete the purchase of up to 16,000 Preferred Shares for which we are authorized to bid. Other than the up to 16,000 Preferred Shares for which we are authorized to bid, we do not have the current intention to redeem Preferred Shares in the near future or before February 15, 2014. (1) Plus accrued dividends from and including May 15, 2012. (2) Treasury has agreed to pay all underwriting discounts and commissions and transfer taxes. We have agreed to pay all transaction fees, if any, applicable to the sale of the Preferred Shares and certain fees and disbursements of counsel for Treasury incurred in connection with this offering. None of the Securities and Exchange Commission (the SEC ), the Federal Deposit Insurance Corporation (the FDIC ), the Board of Governors of the Federal Reserve System (the Federal Reserve ), any state or other securities commission or any other federal or state bank regulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The Preferred Shares are not savings accounts, deposits or other obligations of any bank, thrift or other depositary institution and are not insured or guaranteed by the FDIC or any other governmental agency or instrumentality. The underwriters expect to deliver the Preferred Shares in book-entry form through the facilities of The Depository Trust Company and its participants against payment on or about , 2012. Voting Rights Holders of the Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Preferred Shares for six or more quarterly periods, whether or not consecutive, the holders of the Preferred Shares, voting as a single class together with the holders of any other Parity Stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional directors to serve on our board of directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the Preferred Shares are paid in full; provided, that no person may be elected as a preferred director who would cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which its securities may then be listed or traded. Our Articles of Incorporation state that nominations for the election of directors may be made by either the Company s board of directors or by any shareholder entitled to vote for the election of such directors. All such nominations must be made by notice in writing, delivered or mailed to the secretary of the Company not less than 10 days nor more than 50 days prior to the date of the meeting of shareholders called for the election of such directors. There is no limit on the number of nominations and a plurality of eligible voters would determine the election of the two new directors. Upon any termination of the right of the holders of the Preferred Shares and voting parity stock as a class to vote for directors as described above, such directors will cease to be qualified as directors, the terms of office of such directors then in office will terminate immediately and the authorized number of directors will be reduced by the number of directors which had been elected by the holders of the Preferred Shares and the voting parity stock. In addition, the affirmative vote of the holders of at least 66-2/3% of the outstanding Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Preferred Shares, to amend, alter or repeal any provision of our Restated Articles of Incorporation or the Certificate of Designations for the Preferred Shares in a manner that adversely affects the rights of the holders of the Preferred Shares or to consummate a binding share exchange or reclassification of the Preferred Shares or a merger or consolidation of us with another entity unless (x) the Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (y) the Preferred Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Preferred Shares immediately prior to such transaction, taken as a whole. Auction Process The public offering price and the allocation of the Preferred Shares in this offering will be determined through an auction process conducted by the joint book-running managers, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P., in this offering, in their capacity as auction agents. The auction process will entail a modified Dutch auction mechanic in which bids may be submitted through the auction agents or one of the other brokers that is a member of the broker network, which are collectively referred to in this prospectus as the network brokers, established in connection with the auction process. Each broker will make suitability determinations with respect to its own customers wishing to participate in the auction process. The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process. We encourage you to discuss any questions regarding the bidding process and suitability determinations applicable to your bids with your broker. For more information about the auction process, see Auction Process in this prospectus. Minimum Bid Size and Price Increments This offering is being conducted using an auction process in which prospective purchasers are required to bid for the Preferred Shares. During the auction period, bids may be placed for Preferred Shares at any price at or above the minimum bid price of $842.00 per share (such bid price to be in increments of $0.01), with a minimum bid size of one Preferred Share. See "Auction Process" in this prospectus. Bid Submission Deadline The auction will commence at 10:00 a.m., New York City time, on the date specified by the auction agents in a press release issued on such day, and will close at 6:30 p.m., New York City time, on the second business day immediately thereafter which is referred to as the submission deadline. Irrevocability of Bids Bids that have not been modified or withdrawn by the time of the submission deadline are final and irrevocable, and bidders who submit bids that are accepted by Treasury will be obligated to purchase the Preferred Shares allocated to them. The auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws; however, the auction agents, in their sole discretion, may require that bidders confirm their bids before the auction process closes. See Auction Process in this prospectus. Joint Book-Running Managers BofA Merrill Lynch Sandler O Neill + Partners, L.P. Clearing Price The price at which the Preferred Shares will be sold to the public will be the clearing price plus accrued dividends thereon. The clearing price will be determined as follows: If valid, irrevocable bids are received for 100% or more of the offered Preferred Shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction; If valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the time of the submission deadline, the clearing price will be equal to the minimum bid price of $842.00 per share. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares in the auction process, or, in the case where bids are received for at least half, but less than all, of the Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury decides to sell Preferred Shares in the auction, after Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agent and each network broker that has submitted a successful bid will notify successful bidders that the auction has closed and that their bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described below). The clearing price and number of Preferred Shares to be sold are also expected to be announced by press release on the business day following the end of the auction. See "Auction Process" in this prospectus. Number of Preferred Shares to be Sold If bids are received for 100% or more of the offered Preferred Shares, Treasury must sell all of the offered Preferred Shares if it chooses to sell any Preferred Shares. If bids are received for at least half, but less than all, of the offered Preferred Shares, then Treasury may, but is not required to, sell at the minimum bid price in the auction (which will be deemed to be the clearing price) the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold. If bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares or, in the case where bids are received for at least half, but less than all, of the offered Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury elects to sell any Preferred Shares in the auction, Treasury must sell those shares at the clearing price plus accrued dividends thereon. In no event will Treasury sell more Preferred Shares than the number of Preferred Shares for which there are bids. See Auction Process in this prospectus. Allocation; Pro-Ration If bids for 100% or more of the offered Preferred Shares are received and Treasury elects to sell Preferred Shares in the offering, then any accepted bids submitted in the auction above the clearing price will receive allocations in full, while any accepted bids submitted at the clearing price may experience pro-rata allocation. If bids for at least half, but less than all, of the offered Preferred Shares are received, and Treasury chooses to sell fewer Preferred Shares than the number of Preferred Shares for which bids were received, then all bids will experience equal pro-rata allocation. See "Auction Process" in this prospectus. Use of Proceeds We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury. See Use of Proceeds. Listing The Preferred Shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system. Risk Factors See Risk Factors and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider carefully before making a decision to invest in the Preferred Shares. Auction Agents Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P. Network Brokers See page 23 of this prospectus for a list of brokers participating as network brokers in the auction process. Co-Managers Great Pacific Securities Loop Capital Markets Ramirez & Co., Inc. Securities Being Offered On January 30, 2009, pursuant to the Troubled Asset Relief Program Capital Purchase Program of Treasury, we sold to Treasury 33,000 shares of our Series A Preferred Stock, liquidation preference amount $1,000 per share, for an aggregate purchase price of $33.0 million, and concurrently issued to Treasury the ten-year Warrant to purchase up to 578,947 shares of our common stock at an exercise price of $8.55 per share. The issuance of the Series A Preferred Stock and the Warrant were completed in a private placement to Treasury exempt from the registration requirements of the Securities Act of 1933. Under the terms of the related Purchase Agreement between us and Treasury, Treasury may require us to register for resale the shares of the Series A Preferred Stock, the Warrant and the shares of our common stock underlying the Warrant. The terms of the Series A Preferred Stock, the Warrant and our common stock are described under Description of Series A Preferred Stock, Description of Warrant, and Description of Common Stock. RISK FACTORS Before you invest in our securities, in addition to the risk factors set forth below and other information, documents or reports included or incorporated by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, you should carefully consider the risk factors in the section entitled Risk Factors in any prospectus supplement, as well as our most recent Annual Report on Form 10-K, and in any of our subsequent reports that we have incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be amended, supplemented or superseded from time to time by other reports we file with the SEC and incorporate by reference in the future. Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment. Risks Related to Our Business Because of our participation in Treasury s Capital Purchase Program, we are subject to several restrictions including restrictions on our ability to declare or pay dividends and repurchase our shares as well as restrictions on our executive compensation. On January 30, 2009, pursuant to the Purchase Agreement, the Company issued to Treasury for aggregate consideration of $33,000,000 (i) 33,000 shares of the Series A Preferred Stock, no par value per share and liquidation preference $1,000 per share and (ii) the Warrant to purchase 578,947 shares of the Company s common stock, no par value per share. Pursuant to the terms of the Purchase Agreement, our ability to declare or pay dividends on any of our shares is limited. Specifically, we are unable to declare dividend payments on common, junior preferred or pari passu preferred shares if we are in arrears on the dividends on the Series A Preferred Stock. Further, without Treasury approval, we are not permitted to increase dividends on our common stock above the amount of the last quarterly cash dividend per share declared prior to January 30, 2009 without Treasury s approval until the third anniversary of the investment unless all of the Series A Preferred Stock has been redeemed or transferred by Treasury. In addition, our ability to repurchase our shares is restricted. Treasury consent generally is required for us to make any stock repurchase until the third anniversary of the investment by Treasury unless all of the Series A Preferred Stock has been redeemed or transferred by Treasury to a third party. Further, common, junior preferred or pari passu preferred shares may not be repurchased if we are in arrears on the Series A Preferred Stock dividends. In addition, pursuant to the terms of the Purchase Agreement, we adopted Treasury s standards for executive compensation and corporate governance for the period during which Treasury holds the equity issued pursuant to the Purchase Agreement, including the common stock which may be issued pursuant to the Warrant. These standards generally apply to our Chief Executive Officer, Chief Financial Officer and the three next most highly compensated senior executive officers. The standards include (1) ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (3) prohibition on making golden parachute payments to senior executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive. In particular, the change to the deductibility limit on executive compensation may increase the overall cost of our compensation programs in future periods. Since the Warrant has a ten year term, we could potentially be subject to the executive compensation and corporate governance restrictions for a ten year time period. The date of this prospectus supplement is , 2012. Risks Related to the Series A Preferred Shares Risk Factors Related to an Investment in the Preferred Shares The Preferred Shares are equity and are subordinated to all of our existing and future indebtedness; we are highly dependent on dividends and other amounts from our subsidiaries in order to pay dividends on, and redeem at our option, the Preferred Shares, which are subject to various prohibitions and other restrictions; and the Preferred Shares place no limitations on the amount of indebtedness we and our subsidiaries may incur in the future. The Preferred Shares are equity interests in the Company and do not constitute indebtedness. As such, the Preferred Shares, like our common stock, rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of perpetual preferred stock like the Preferred Shares, there is no stated maturity date (although the Preferred Shares are subject to redemption at our option) and dividends are payable only if, when and as authorized and declared by our board of directors and depend on, among other matters, our historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors our board of directors deems relevant at the time. The Preferred Shares are not savings accounts, deposits or other obligations of any depository institution and are not insured or guaranteed by the FDIC or any other governmental agency or instrumentality. Furthermore, the Company is a legal entity that is separate and distinct from its subsidiaries, and its subsidiaries have no obligation, contingent or otherwise, to make any payments in respect of the Preferred Shares or to make funds available therefor. Because the Company is a holding company that maintains only limited cash at that level, its ability to pay dividends on, and redeem at its option, the Preferred Shares will be highly dependent upon the receipt of dividends, fees and other amounts from its subsidiaries, which, in turn, will be highly dependent upon the historical and projected results of operations, liquidity, cash flows and financial condition of its subsidiaries. In addition, the right of the Company to participate in any distribution of assets of any of its subsidiaries upon their respective liquidation or reorganization will be subject to the prior claims of the creditors (including any depositors) and preferred equity holders of the applicable subsidiary, except to the extent that the Company is a creditor, and is recognized as a creditor, of such subsidiary. Accordingly, the holders of the Preferred Shares will be structurally subordinated to all existing and future obligations and preferred equity of the Company s subsidiaries. There are also various legal and regulatory prohibitions and other restrictions on the ability of the Company s depository institution subsidiaries to pay dividends, extend credit or otherwise transfer funds to the Company or affiliates. Such dividend payments are subject to regulatory tests, generally based on current and retained earnings of such subsidiaries and other factors, and, as of December 31, 2011, are currently prohibited without regulatory approval. Dividend payments to the Company from its depository institution subsidiaries may also be prohibited if such payments would impair the capital of the applicable subsidiary and in certain other cases. In addition, regulatory rules limit the aggregate amount of a depository institution s loans to, and investments in, any single affiliate in varying thresholds and may prevent the Company from borrowing from their depository institution subsidiaries and require any permitted borrowings to be collateralized. The Company also is subject to various legal and regulatory policies and requirements impacting the Company s ability to pay dividends on, or redeem, the Preferred Shares. Under the Federal Reserve s capital regulations, in order to ensure Tier 1 capital treatment for the Preferred Shares, the Company s redemption of any of the Preferred Shares must be subject to prior regulatory approval. The Federal Reserve also may require the Company to consult with it prior to increasing dividends. In addition, as a matter of policy, the Federal Reserve may restrict or prohibit the payment of dividends if (i) the Company s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the Company s prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; (iii) the Company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios; or (iv) the Federal Reserve otherwise determines that the payment of dividends would constitute an unsafe or unsound practice. Recent and future regulatory developments may result in additional restrictions on the Company s ability to pay dividends. In addition, the terms of the Preferred Shares do not limit the amount of debt or other obligations we or our subsidiaries may incur in the future. Accordingly, we and our subsidiaries may incur substantial amounts of additional debt and other obligations that will rank senior to the Preferred Shares or to which the Preferred Shares will be structurally subordinated. An active trading market for the Preferred Shares may not develop or be maintained. The Preferred Shares are not currently listed on any securities exchange or available for quotation on any national quotation system, and we do not anticipate listing the Preferred Shares. There can be no assurance that an active trading market for the Preferred Shares will develop or, if developed, will be maintained. If an active market is not developed and maintained, the market value and liquidity of the Preferred Shares may be materially and adversely affected. The Preferred Shares may be junior in rights and preferences to our future preferred stock. Subject to approval by the holders of at least 66 2/3% of the Preferred Shares then outstanding, voting as a separate class, we may issue preferred stock in the future the terms of which are expressly senior to the Preferred Shares. The terms of any such future preferred stock expressly senior to the Preferred Shares may prohibit or otherwise restrict dividend payments on the Preferred Shares. For example, the terms of any such senior preferred stock may provide that, unless full dividends for all of our outstanding preferred stock senior to the Preferred Shares have been paid for the relevant periods, no dividends will be paid on the Preferred Shares, and no Preferred Shares may be repurchased, redeemed, or otherwise acquired by us. In addition, in the event of our liquidation, dissolution or winding-up, the terms of any such senior preferred stock would likely prohibit us from making any payments on the Preferred Shares until all amounts due to holders of such senior preferred stock are paid in full. Holders of the Preferred Shares have limited voting rights. Unless and until we are in arrears on our dividend payments on the Preferred Shares for six quarterly periods, whether or not consecutive, the holders of the Preferred Shares will have no voting rights except with respect to certain fundamental changes in the terms of the Preferred Shares and certain other matters and except as may be required by applicable law. If dividends on the Preferred Shares are not paid in full for six quarterly periods, whether or not consecutive, the total number of positions on the Company s board of directors will automatically increase by two and the holders of the Preferred Shares, acting as a class with any other shares of our preferred stock with parity voting rights to the Preferred Shares, will have the right to elect two individuals to serve in the new director positions. This right and the terms of such directors will end when we have paid in full all accrued and unpaid dividends for all past dividend periods. See Description of Preferred Shares Voting Rights in this prospectus supplement. We are subject to extensive regulation, and ownership of the Preferred Shares may have regulatory implications for holders thereof. We are subject to extensive federal and state banking laws, including the Bank Holding Company Act of 1956, as amended (the BHCA ), and federal and state banking regulations, that impact the rights and obligations of owners of the Preferred Shares, including, for example, our ability to declare and pay dividends on, and to redeem, the Preferred Shares. Although the Company does not believe the Preferred Shares are considered voting securities currently, if they were to become voting securities for the purposes of the BHCA, whether because the Company has missed six dividend payments and holders of the Preferred Shares have the right to elect directors as a result, or for other reasons, a holder of 25% of more of the Preferred Shares, or a holder of a lesser percentage of our Preferred Shares that is deemed to exercise a controlling influence over us, may become subject to regulation under the BHCA. In addition, if the Preferred Shares become voting securities , then (a) any bank holding company or foreign bank that is subject to the BHCA may need approval to acquire or retain more than 5% of the then outstanding Preferred Shares, and (b) any holder (or group of holders acting in concert) may need regulatory approval to acquire or retain 10% or more of the Preferred Shares. A holder or group of holders may also be deemed to control us if they own one-third or more of our total equity, both voting and non-voting, aggregating all shares held by the investor across all classes of stock. Holders of the Preferred Shares should consult their own counsel with regard to regulatory implications. ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement, the accompanying prospectus and the additional information described under the headings Where You Can Find More Information and Incorporation of Certain Information by Reference before you make a decision to invest in the Preferred Shares. In particular, you should review the information under the heading Risk Factors set forth on page S-7 of this prospectus supplement, the information set forth under the heading Risk Factors set forth on page 7 in the accompanying prospectus and the information under the heading Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference herein. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor Treasury nor the underwriters are making an offer to sell the Preferred Shares in any manner in which, or in any jurisdiction where, the offer or sale thereof is not permitted. We have not authorized any person to provide you with different or additional information. If any person provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of its date or the date which is specified in those documents. Our business, financial condition, capital levels, cash flows, liquidity, results of operations and prospects may have changed since any such date. In this prospectus supplement, we frequently use the terms we, our and us to refer to Firstbank Corporation (the Company ) and its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Except for historical information contained herein, the discussion in this prospectus supplement and the accompanying prospectus (including any information we incorporate by reference in this prospectus supplement and the accompanying prospectus) and information incorporated by reference includes certain forward-looking statements based upon management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and about the Company itself. Actual results and experience could differ materially from the anticipated results. Words such as anticipate , believe , determine , estimate , expect , forecast , intend , is likely , plan , project , opinion , variations of such terms, and similar expressions are intended to identify such forward looking statements. The presentations and discussions of the provision and allowance for loan losses and determinations as to the need for other allowances presented or incorporated by reference in this report are inherently forward looking statements in that they involve judgments and statements of belief as to the outcome of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward looking statements. Internal and external factors that may cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition of traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior and customer ability to repay loans; software failure; errors or miscalculations; changes in accounting principles, policies and guidelines; and the vicissitudes of the national economy. We undertake no obligation to update, amend or clarify forward looking statements, whether as a result of new information, future events, or otherwise. S-i USE OF PROCEEDS The Preferred Shares offered by this prospectus supplement are being sold for the account of Treasury. Any proceeds from the sale of these Preferred Shares will be received by Treasury for its own account, and we will not receive any proceeds from the sale of any Preferred Shares offered by this prospectus supplement. RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth our ratios of earnings to combined fixed charges and preferred stock dividends for the periods indicated. Three Months Ended March 31, 2012 Three Months Ended March 31, 2011 Year Ended December 31, 2011 Year Ended December 31, 2010 Year Ended December 31, 2009 Year Ended December 31, 2008 Year Ended December 31, 2007 Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends excluding interest on deposits (1) 4.15 x 2.23 x 2.63 x 1.69 x 1.40 x 0.97 x 2.18 x Including interest on deposits 2.15 x 1.36 x 1.48 x 1.23 x 1.13 x 0.99 x 1.30 If we redeem the Preferred Shares, you may be unable to reinvest the redemption proceeds in a comparable investment at the same or greater rate of return. We have the right to redeem the Preferred Shares, in whole or in part, at our option at any time, subject to prior regulatory approval. If we choose to redeem the Preferred Shares in part, we have been informed by DTC that it is their current practice to determine by lot the amount of the interest of each direct participant (through which beneficial owners hold their interest) to be redeemed. If we choose to redeem the Preferred Shares, we are likely to do so if we are able to obtain a lower cost of capital. If prevailing interest rates are relatively low if or when we choose to redeem the Preferred Shares, you generally will not be able to reinvest the redemption proceeds in a comparable investment at the same or greater rate of return. Furthermore, if we redeem the Preferred Shares in part, the liquidity of the outstanding Preferred Shares may be limited. If we do not redeem the Preferred Shares prior to February 15, 2014, the cost of this capital to us will increase substantially and could have a material adverse effect on our liquidity and cash flows. We have the right to redeem the Preferred Shares, in whole or in part, at our option at any time. If we do not redeem the Preferred Shares prior to February 15, 2014, the cost of this capital to us will increase substantially on and after that date, with the dividend rate increasing from 5.0% per annum to 9.0% per annum, which could have a material adverse effect on our liquidity and cash flows. See Description of Preferred Shares Redemption and Repurchases in this prospectus supplement. Any redemption by us of the Preferred Shares would require prior regulatory approval from the Federal Reserve. We do not currently have regulatory approval to redeem the Preferred Shares at liquidation value, and have no present intention to redeem the Preferred Shares, although, in the future, we may seek such approval and, if such approval is obtained (as to which no assurance can be given), redeem the Preferred Shares for cash. Treasury is a federal agency and your ability to bring a claim against Treasury under the federal securities laws in connection with a purchase of Preferred Shares may be limited. The doctrine of sovereign immunity, as limited by the Federal Tort Claims Act (the FTCA ), provides that claims may not be brought against the United States of America or any agency or instrumentality thereof unless specifically permitted by act of Congress. The FTCA bars claims for fraud or misrepresentation. At least one federal court, in a case involving a federal agency, has held that the United States may assert its sovereign immunity to claims brought under the federal securities laws. In addition, Treasury and its officers, agents, and employees are exempt from liability for any violation or alleged violation of the anti-fraud provisions of Section 10(b) of the Exchange Act by virtue of Section 3(c) thereof. The underwriters are not claiming to be agents of Treasury in this offering. Accordingly, any attempt to assert such a claim against the officers, agents or employees of Treasury for a violation of the Securities Act or the Exchange Act resulting from an alleged material misstatement in or material omission from this prospectus supplement, the accompanying prospectus, the registration statement of which this prospectus supplement and the accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus are a part or resulting from any other act or omission in connection with the offering of the Preferred Shares by Treasury would likely be barred. Risks Related to Our Common Stock We may issue additional shares of common or preferred stock, which may dilute the ownership and voting power of our shareholders and the book value of our common stock. We are currently authorized to issue up to 20,000,000 shares of common stock of which 7,893,298 shares are currently outstanding and up to 300,000 shares of preferred stock of which 33,000 shares are outstanding. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares and to establish the terms of any series of preferred stock. These authorized but unissued shares could be issued on terms or in circumstances that could dilute the interests of other stockholders. Provisions of our Articles of Incorporation could deter takeovers. Our amended and restated articles of incorporation contain certain provisions that make it more difficult to acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise. As a result, our board of directors may decide not to pursue transactions that would otherwise be in your best interests as a holder of our common stock. See Anti-takeover Effects of Certain Articles of Incorporation Provisions.

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+PROSPECTUS SUMMARY This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that should be considered before investing in our common stock. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our common stock discussed in this prospectus under Risk Factors beginning on page 3 of this prospectus and our consolidated financial statements and the accompanying notes beginning on page F-1 of this prospectus. Our Company Patient Safety Technologies, Inc., focuses on the development, marketing and sale of products designed to improve patient outcomes and reduce costs in the healthcare industry. We conduct our business through our wholly owned subsidiary, SurgiCount Medical, Inc. Our proprietary Safety-Sponge System is a patented solution designed to eliminate one of the most common errors in surgery, retained surgical sponges, and the human and economic costs associated with this surgical mistake. The Safety-Sponge System is comprised of a line of uniquely identified surgical sponges and towels and a turnkey hardware and software offering integrated to form a comprehensive accounting and documentation system. We estimate that over 90 million of our Safety-Sponges have been successfully used in more than 4.3 million surgical procedures as of the date of this prospectus. We sell our Safety-Sponge System to hospitals through our direct sales force and by leveraging the sales and marketing capabilities of our distribution partners. Our proprietary line of surgical sponges and towels are manufactured for us by our exclusive manufacturer, A Plus International Inc., or A Plus, a leading, China-based manufacturer of disposable medical and surgical supplies. Our sponge and towel products are distributed through Cardinal Health, Inc., or Cardinal Health, who provides us sales, marketing and logistics support and the fulfillment of our products to our end-user hospitals by both delivering our products directly to our end-user hospitals and where appropriate through alternative distributors. As of the date of the date of this prospectus, we had approximately 201 facilities using the Safety-Sponge System all of which are located in the U.S. Additionally, we have an additional 63 facilities with signed agreements and scheduled implementation as of the date of this prospectus. Although not necessarily proportionally related to future revenue, growth in the number of hospitals using our products is a good indicator of our underlying business. Once implemented, the vast majority of our end-user hospitals use the Safety-Sponge System across all of their relevant surgical and OB/GYN procedures. We generated revenues of $3.1 million and $2.0 million during the fiscal quarters ended March 31, 2012 and 2011, respectively, and $9.5 million and $14.8 million during the fiscal years ended December 31, 2011 and 2010, respectively. Our first quarter of 2012 and 2011 included zero and approximately $0.6 million of revenue, respectively, from the fulfillment of a $10.0 million stocking order in accordance with the terms of our exclusive distributor arrangement with Cardinal Health (the Forward Order ). Our 2011 revenues of $9.5 million include approximately $1.1 million of revenues from the fulfillment of a $10.0 million stocking order in accordance with the terms of our exclusive distributor arrangement with Cardinal Health (the Forward Order ). Also during 2011 we generated approximately $8.4 million of revenue, separate from the Forward Order, from the delivery of products to Cardinal Health to meet customer demand from end-user hospitals. Our 2010 revenues of $14.8 million included approximately $8.9 million of revenues from the fulfillment of the Forward Order. Under certain circumstances the Forward Order may negatively impact our future revenues and cash flows. See Management s Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting Future Results Cardinal Health Supply Agreement . The U.S. patient safety market is a multi-billion dollar industry that includes a wide range of medical devices, technologies and equipment. We estimate there are approximately 32 million surgical procedures performed annually in the U.S. in which our products can be used and that our average revenue per procedure opportunity is currently approximately $12 to $15 dollars, implying an immediate market opportunity in the U.S. for us of more than $450 million annually. In addition, we estimate that the total applicable procedures for our products outside the U.S. to be approximately two times those done domestically, bringing the worldwide market opportunity for us to be over $1.3 billion annually. We believe that the U.S. healthcare industry is increasingly receptive to products like our Safety-Sponge System that can enable providers to increase their standards of patient care and lower their costs. We believe drivers of this demand include growing evidence as to the clinical efficacy and cost effectiveness of products like ours, an increased focus by both federal and state level regulatory agencies to hold hospitals more accountable for preventable errors, increasing legal costs associated with these events and the underlying desire by providers to provide improved outcomes for their patients and protect their staff from the ramifications of these event. Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of their respective dates. The Company's business, financial condition, results of operations and prospects may have changed since such dates. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to the Company, the registrant, we, us, and our mean Patient Safety Technologies, Inc., a Delaware corporation, together with our consolidated subsidiary, SurgiCount Medical Inc., a California corporation, unless the context otherwise requires. Unless otherwise indicated, all statements presented in this prospectus regarding the medical patient safety market, the market for our products, our market share, the cumulative number of Safety-Sponges used and number of procedures in which the Safety-Sponge System have been used are internal estimates only. Safety-Sponge , SurgiCounter and SurgiCount360 (formerly called Citadel ), among others, are registered or unregistered trademarks of Patient Safety Technologies, Inc. (including its subsidiary). Table of Contents Patient Safety Technologies, Inc. is a Delaware corporation that currently conducts its operations through a single, wholly-owned subsidiary, SurgiCount Medical, Inc., a California corporation. Today our sole focus is providing hospitals with products focused on improving patient outcomes and reducing healthcare costs. We were incorporated on March 31, 1987 and from July 1987 through March 2005, operated as an investment company registered pursuant to the Investment Company Act of 1940, as amended. In February 2005, we began operations in our current field, the medical patient safety market, through the acquisition of SurgiCount Medical, Inc., the developer of our proprietary Safety-Sponge System, and in April 2005 changed our name from Franklin Capital Corporation to Patient Safety Technologies, Inc. to more appropriately reflect the focus of our operations. Our principal executive offices are located at 2 Venture Plaza, Suite 350, Irvine, California 92618. The telephone number at our principal executive offices is (949) 387-2277. Our website address is www.surgicountmedical.com. Information contained on our website is not deemed part of this prospectus. The Offering This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus of up to 2,499,998 shares of our common stock. No shares are being offered for sale by us. Common stock outstanding prior to offering 36,523,253 (1) Common stock equivalents outstanding prior to offering 45,604,320 (2) Common stock offered by the selling stockholders 2,499,998 Common stock to be outstanding after the offering 36,523,253 (3) Use of Proceeds We will not receive any proceeds from the sale of the 2,499,998 shares of common stock offered by the selling stockholders under this prospectus. OTC Bulletin Board symbol PSTX (1) As of May 31, 2012. (2) As of May 31, 2012. Based on 36,523,253 outstanding shares of our common stock and 9,081,067 shares of common stock issuable upon conversion of our outstanding shares of Series B Preferred Stock (based on dividing the $100 per share stated value of the Series B Preferred Stock by the current conversion price of $0.75 per share). The Series B Preferred Stock is convertible by the holder into shares of our common stock so long as the number of shares of our common stock beneficially owned (as defined in Rule 13d-3(d)(i) under the Securities Exchange Act of 1934, as amended) by the holder, its affiliates and any persons acting as a group with such holder or its affiliates, following such conversion, does not exceed 4.9% of our outstanding common stock (after giving effect to such conversion) (the Beneficial Ownership Limitation ). Holders of our Series B Preferred Stock may, upon not less than 61 days prior notice, increase or decrease the Beneficial Ownership Limitation provided that such Beneficial Ownership Limitation in no event exceeds 9.9% of the shares of common stock outstanding immediately after giving effect to such conversion. As filed with the Securities and Exchange Commission on June 29, 2012 No. 333- WHERE YOU CAN FIND MORE INFORMATION We file annual reports, quarterly reports, current reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. You may read or obtain a copy of these reports at the SEC, public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, on official business days during the hours of 10:00 am to 3:00 pm. You may obtain information on the operation of the public reference room and its copy charges by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains registration statements, reports, proxy information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act with respect to the shares of common stock being offered by this prospectus. This prospectus is part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement or the exhibits to the registration statement. For further information with respect to us and the shares offered by the selling stockholders pursuant to this prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and you should refer to the copy of that contract, agreement or other document filed as an exhibit to the registration statement. You may read or obtain a copy of the registration statement at the SEC s public reference room and website referred to above. Table of Contents (3) Based on the number of shares of common stock outstanding as of May 31, 2012. Assumes there are no conversions of our issued and outstanding shares of Series B Preferred Stock into shares of common stock (which Series B Preferred Stock is currently convertible into 9,081,067 shares of common stock) and further assumes all outstanding warrants and options are not exercised. Background In connection with a private placement of our common stock that closed on May 18, 2012, or the May 2012 Private Placement, we entered into a registration rights agreement, or the 2012 Registration Rights Agreement, with the purchasers in the May 2012 Private Placement. Pursuant to the 2012 Registration Rights Agreement, we agreed to file within 45 days of the closing date of the May 2012 Private Placement, a registration statement to register the shares of our common stock acquired by the purchasers in the May 2012 Private Placement together with any other shares of common stock held by the purchasers on such date and not previously registered by us. In the May 2012 Private Placement, we raised $3.5 million through the issuance of 2,499,998 shares of our common stock, par value $0.33 per shares, at a selling price of $1.40 per share. The shares of common stock sold in the May 2012 Private Placement shares were issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Rule 506 of Regulation D thereof. The offer, sale and issuance of the common stock in the May 2012 Private Placement was made without general solicitation or advertising and the shares were offered and issued only to accredited investors as such term is defined in Rule 501 of Regulation D under the Act. Plan of Distribution This offering is not being underwritten. The selling stockholders will sell their shares of our common stock at prevailing market prices or privately negotiated prices. The selling stockholders themselves directly, or through their agents, or through their brokers or dealers, may sell their shares from time to time, in (i) privately negotiated transactions, (ii) in one or more transactions, including block transactions in accordance with the applicable rules of the OTC Bulletin Board or any other stock exchange, market or trading facility on which our shares are traded or (iii) otherwise in accordance with the section of this prospectus entitled Plan of Distribution. To the extent required, the specific shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, broker or dealer and any applicable commission or discounts with respect to a particular offer will be described in an accompanying prospectus supplement. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section of this prospectus entitled Plan of Distribution, beginning on page 18.

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+Table of Contents SUMMARY The following summary contains material information about us and this offering. Because it is a summary, it may not contain all of the information that is important to you. Before making a decision to invest in the preferred shares, you should read this prospectus supplement and the accompanying prospectus carefully, including the sections entitled Risk Factors, and the information incorporated by reference therein, including our audited consolidated financial statements and the accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2011. The Company Overview Fidelity Southern Corporation is a bank holding company headquartered in Atlanta, Georgia. We conduct operations primarily though Fidelity Bank, a state chartered wholly-owned subsidiary bank. Fidelity Bank was organized as a national banking corporation in 1973 and converted to a Georgia chartered state bank in 2003. LionMark Insurance Company is a wholly-owned subsidiary of Fidelity Southern Corporation and is an insurance agency offering consumer credit related insurance products. Fidelity Southern Corporation also owns five subsidiaries established to issue trust preferred securities. The Company , we or our , as used herein, includes Fidelity Southern Corporation and its subsidiaries, unless the context otherwise requires. At December 31, 2011, we had total assets of $2.235 billion, total loans of $1.757 billion, total deposits of $1.872 billion, and shareholders equity of $167.3 million. In addition, in October 2011 we acquired Decatur First Bank, with approximately $79.4 million in loans and $169.9 million in deposits, in a Federal Deposit Insurance Corporation-assisted acquisition. Market Area, Products and Services Fidelity Bank provides an array of financial products and services for business and retail customers primarily through 28 branches in Fulton, Dekalb, Cobb, Clayton, Gwinnett, Rockdale, Coweta, Henry, Morgan, Greene, and Barrow Counties in Georgia, a branch in Jacksonville, Duval County, Florida, and on the Internet at www.lionbank.com. Fidelity Bank s customers are primarily individuals and small and medium sized businesses located in Georgia. Mortgage and construction loans are also provided through a branch in Jacksonville, Florida. Mortgage loans, automobile loans, and Small Business Administration loans are provided through employees located throughout the Southeast. Fidelity Bank is primarily engaged in attracting deposits from individuals and businesses and using these deposits and borrowed funds to originate commercial and industrial loans, commercial loans secured by real estate, Small Business Administration loans, construction and residential real estate loans, direct and indirect automobile loans, residential mortgage and home equity loans, and secured and unsecured installment loans. Fidelity Bank offers business and personal credit card loans through a third party agency relationship. Internet banking, including on-line bill pay, and Internet cash management services are available to individuals and businesses, respectively. Additionally, Fidelity Bank offers businesses remote deposit services, which allow participating companies to scan and electronically send deposits to Fidelity Bank for improved security and funds availability. Fidelity Bank also provides international trade services. Trust services and merchant services activities are provided through agreements with third parties. Investment services are provided through an agreement with an independent broker-dealer. We have generally grown our assets, deposits, and business internally by building on our lending products, expanding our deposit products and delivery capabilities, opening new branches, and hiring experienced Table of Contents bankers with existing customer relationships in our market. We do not purchase loan participations from any other financial institution. We have participated in a Federal Deposit Insurance Corporation-assisted transaction and will continue to review the opportunities. Corporate Information Our principal executive offices are located at 3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305. Our telephone number is (404) 240-1504. Our website is www.lionbank.com. Information on our website is not incorporated into this prospectus supplement by reference and is not part of this prospectus supplement. The Offering Issuer Fidelity Southern Corporation, a Georgia corporation Preferred Shares; Offering Process 48,200 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share. The number of preferred shares to be sold will depend on the number of bids received in the auction described below and whether Treasury decides to sell any preferred shares in the auction process. See Auction Process in this prospectus supplement. Liquidation Preference If we liquidate, including as part of a liquidation, dissolution or winding up, holders of the preferred shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to rights upon liquidation to the preferred shares. Dividends Dividends on the preferred shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through February 14, 2014, and will increase to 9% per annum on and after February 15, 2014 if not otherwise redeemed earlier for cash by us. Holders of preferred shares sold by Treasury in the auction, if any, that are record holders on the record date for the August 15, 2012 dividend payment date will be entitled to any declared dividends payable on such date. Maturity The preferred shares have no maturity date. Rank The preferred shares rank (1) senior to junior stock, which is common stock or any other capital stock that ranks, by its terms, junior as to dividend rights and/or rights upon liquidation to the preferred shares, (2) equally with parity stock, which is any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the preferred shares as to dividend rights and/or rights upon liquidation and (3) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation. Table of Contents Priority of Dividends So long as the preferred shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of junior stock (other than dividends payable solely in common stock) or parity stock (other than dividends paid on a pro rata basis with the preferred shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, junior stock or parity stock unless all accrued and unpaid dividends on the preferred shares for all past dividend periods are paid in full. Redemption We may redeem the preferred shares, at any time, in whole or in part, at our option, subject to prior approval by the appropriate federal banking agency, for a redemption price equal to 100% of the liquidation preference amount per share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. In order to have sufficient funds to redeem all of the outstanding shares, the Company would be required to either (1) obtain approval from its regulators to permit Fidelity Bank to make an extraordinary distribution to the Company, (2) obtain additional funding via either the issuance of equity or debt to one or more third parties, or (3) obtain funding via a combination of (1) and (2). While Fidelity Bank could make a special distribution to the Company to redeem the preferred shares and still meet the regulatory minimum capital thresholds currently, such a material depletion in its capital base would likely adversely affect the Company s strategic objectives, and there is no assurance Fidelity Bank s regulators would grant approval for such a large distribution. The Company does not intend to place a bid in the auction and does not have any current intention to redeem the preferred shares in the near future or before February 15, 2014. Voting Rights Holders of the preferred shares generally have no voting rights. However, if we do not pay dividends on the preferred shares for six or more quarterly periods, whether or not consecutive, the holders of the preferred shares, voting as a single class with the holders of any other parity stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional preferred directors to serve on our Board of Directors until all accrued and unpaid dividends (including dividends accrued on any unpaid dividends) on the preferred shares are paid in full. These directors may be nominated by any holder of the preferred shares by submission to the Company s Nominating Committee of the proposed nominee s name and qualifications and a statement to the effect that the proposed nominee has agreed to the submission of his/her name as a candidate for nomination as a director. There is no limit on the number of nominations that may be made and a plurality of the eligible voters would determine the election of the new directors. Table of Contents In addition, the affirmative vote of the holders of at least 662/3% of the outstanding preferred shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the preferred shares, to amend, alter or repeal any provision of our charter or the Certificate of Designation for the preferred shares in a manner that adversely affects the rights of the holders of the preferred shares or to consummate a binding share exchange or reclassification of the preferred shares or a merger or consolidation of us with another entity unless (a) the preferred shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (b) the preferred shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the preferred shares immediately prior to such transaction, taken as a whole. Auction Process The public offering price and the allocation of the preferred shares in this offering will be determined through an auction process conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P., the joint book-running managers in this offering, in their capacity as the auction agents. The auction process will entail a modified Dutch auction mechanic in which bids may be submitted through the auction agents or one of the other brokers that is a member of the broker network, which are collectively referred to in this prospectus supplement as the network brokers, established in connection with the auction process. Each broker will make suitability determinations with respect to its own customers wishing to participate in the auction process. The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process. We encourage you to discuss any questions regarding the bidding process and suitability determinations applicable to your bids with your broker. We do not intend to submit any bids in the auction. For more information about the auction process, see Auction Process in this prospectus supplement. Minimum Bid Size and Price Increments This offering is being conducted using an auction process in which prospective purchasers are required to bid for the preferred shares. During the auction period, bids may be placed for shares at any price at or above the minimum bid price of $782.75 per share (such bid price to be in increments of $0.01) with a minimum size for any bid of one preferred share. See Auction Process in this prospectus supplement. Bid Submission Deadline The auction will commence at 10:00 a.m., New York City time, on the date specified by the auction agents in a press release issued on such day, and will close at 6:30 p.m., New York City time, on the second business day immediately thereafter, which is referred to as the submission deadline. Table of Contents Irrevocability of Bids Bids that have not been modified or withdrawn by the time of the submission deadline are final and irrevocable, and bidders who submit bids that are accepted by Treasury will be obligated to purchase the preferred shares allocated to them. The auction agents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws; however, the auction agents, in their sole discretion, may require that bidders confirm their bids before the auction process closes. See Auction Process in this prospectus supplement. Clearing Price The price at which the preferred shares will be sold to the public will be the clearing price plus accrued dividends. The clearing price will be determined as follows: If valid, irrevocable bids are received for 100% or more of the offered preferred shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered preferred shares can be sold in the auction; If valid, irrevocable bids are received for at least half, but less than all, of the offered preferred shares at the time of the submission deadline, the clearing price will be equal to the minimum bid price of $782.75 per share. Even if bids are received for at least half of the offered preferred shares, Treasury may decide not to sell any preferred shares in the auction process or, in the case where bids are received for at least half, but less than all, of the preferred shares, may decide only to sell a portion (but not less than half) of the offered preferred shares in the auction process. If Treasury decides to sell preferred shares in the auction, after Treasury confirms its acceptance of the clearing price and the number of preferred shares to be sold, the auction agents and each network broker that has submitted a successful bid will notify successful bidders that the auction has closed and that their bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described below). The clearing price and number of preferred shares to be sold are also expected to be announced by press release on the business day following the end of the auction. See Auction Process in this prospectus supplement. Number of Shares to be Sold If bids are received for 100% or more of the offered preferred shares, Treasury must sell all of the offered preferred shares if it chooses to sell any preferred shares. If bids are received for at least half, but less than all, of the offered preferred shares, then Treasury may, but is not required to, sell at the minimum bid price in the auction (which will be deemed to be the clearing price) the number of preferred shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered preferred shares are sold. If bids are received for less than half of the offered preferred shares, Treasury will not sell any preferred shares in this offering. Even if bids are received for at least half of the offered preferred shares, Treasury may decide not to sell any preferred shares or, in the case where bids are received for at least half, but less than all, of the offered preferred Table of Contents shares, may decide only to sell a portion (but not less than half) of the offered preferred shares in the auction process. If Treasury elects to sell any preferred shares in the auction, Treasury must sell those shares at the clearing price plus accrued dividends thereon. In no event will Treasury sell more preferred shares than the number of preferred shares for which there are bids. See Auction Process in this prospectus supplement. Allocation; Pro-Ration If bids for 100% or more of the offered preferred shares are received and Treasury elects to sell preferred shares in the offering, then any accepted bids submitted in the auction above the clearing price will receive allocations in full, while any accepted bids submitted at the clearing price may experience pro-rata allocation. If bids for at least half, but less than all, of the offered preferred shares are received, and Treasury chooses to sell fewer preferred shares than the number of preferred shares for which bids were received, then all bids will experience equal pro-rata allocation. See Auction Process in this prospectus supplement. Use of Proceeds We will not receive any proceeds from the sale of any shares sold by Treasury. See Use of Proceeds in this prospectus supplement. Listing The preferred shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including our consolidated financial statements and related notes, and our risk factors beginning on page 9, before deciding whether to purchase shares of our common stock. Unless the context otherwise requires, we use the terms Peregrine, the company, we, us, and our in this prospectus to refer to Peregrine Semiconductor Corporation and its subsidiaries. Overview We are a fabless provider of high performance radio frequency integrated circuits, or RFICs. Our solutions leverage our proprietary UltraCMOS technology, which enables the design, manufacture, and integration of multiple radio frequency, or RF, mixed signal, and digital functions on a single chip. We believe our products deliver an industry leading combination of performance and monolithic integration. Our solutions target a broad range of applications in the aerospace and defense, broadband, industrial, mobile wireless device, test and measurement equipment, and wireless infrastructure markets. We have shipped over one billion RFICs based on our UltraCMOS technology since January 1, 2006. Our UltraCMOS technology combines the ability to achieve the high levels of performance of traditional specialty processes, with the fundamental benefits of standard complementary metal oxide semiconductor, or CMOS, the most widely used semiconductor process technology. UltraCMOS technology utilizes a synthetic sapphire substrate, a near-perfect electrical insulator, providing greatly reduced unwanted electrical interaction between the RFIC and the substrate (referred to as parasitic capacitance), which enables high signal isolation and excellent signal fidelity with low distortion over a broad frequency range (referred to as broadband linearity). These two technical attributes result in RF devices with excellent high-frequency performance and power handling performance, and reduced crosstalk between frequencies. In addition, increased broadband linearity provides for faster data throughput and greater subscriber capacity over a wireless network, resulting in enhanced network efficiency. UltraCMOS technology also provides the benefits of standard CMOS, such as high levels of integration, low power consumption, reusable circuit libraries, widely available design tools and outsourced manufacturing capacity, and the ability to scale to smaller geometries. We own fundamental intellectual property, or IP, in UltraCMOS technology consisting of more than 125 U.S. and international issued and pending patents, and over 300 documented trade secrets covering basic circuit elements, RF circuit designs, manufacturing processes, and design know-how. We leverage our extensive RF design expertise and systems knowledge to develop RFIC solutions that meet the stringent performance, integration, and reliability requirements of the rapidly evolving wireless markets. As of June 30, 2012, we offer a broad portfolio of more than 160 high performance RFICs including switches, digital attenuators, mixers / upconverters, prescalers, digitally tunable capacitors, or DTCs, and DC-DC converters, and we are currently developing power amplifiers, or PAs. During the year ended December 31, 2011, our products were sold to more than 1,500 module manufacturers, original equipment manufacturers, or OEMs, contract manufacturers, and other customers, including such companies as Ericsson AB, Flextronics International Ltd., Hitachi Metals, Ltd., Itron, Inc., Jabil Circuit Inc., LG Innotek Co., Ltd., Mini-Circuits, Inc., Motorola Solutions, Inc., Murata Manufacturing Company, Ltd., Northrop Grumman Corporation, Planet Technology Corp., Rockwell Collins, Inc., Rohde & Schwarz, Inc., SIPAT Co., Ltd., Skyworks Solutions, Inc., Sony Corporation, Source Photonics, Inc., TDK-EPC Corporation, Thales Alenia Space, and TriQuint Semiconductor, Inc. We believe our RFICs are included in products sold by many of the leading mobile handset OEMs. For the years ended December 25, 2010 and December 31, 2011, we generated net revenue of $91.1 million and $107.8 million, respectively, representing year-over-year growth of 18%. We generated net income of $3.8 million for the year ended December 25, 2010 and a net loss of $9.7 million for the year ended Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION. DATED JULY 25, 2012. 5,500,000 shares Common Stock This is our initial public offering of shares of common stock of Peregrine Semiconductor Corporation. The selling stockholders named in this prospectus are offering an additional 159,220 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $14.00 and $16.00. We have applied to list our common stock on the Nasdaq Global Market under the symbol PSMI. We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to selling stockholders $ $ To the extent that the underwriters sell more than 5,500,000 shares of common stock, the underwriters have the option to purchase up to an additional 825,000 shares from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2012. Deutsche Bank Securities J.P. Morgan RBC Capital Markets Needham & Company Oppenheimer & Co. Pacific Crest Securities , 2012 Table of Contents December 31, 2011. We recorded net revenue of $80.3 million and a net loss of $3.1 million for the six months ended June 30, 2012. As of June 30, 2012, we had an accumulated deficit of $231.3 million. Industry Overview Proliferation of wireless devices coupled with rapid advances in RF technologies have significantly enhanced wireless connectivity and revolutionized the mobile wireless, wireless infrastructure, broadband, and satellite communications markets. In addition, an array of other consumer, public safety, aerospace and defense, and industrial markets are increasingly incorporating advanced RF functionality into a wide variety of applications, resulting in increased demand for high performance RFICs in these markets. According to Frost & Sullivan, the worldwide market for RFICs across the aerospace and defense, broadband, industrial, mobile wireless device, test and measurement equipment, and wireless infrastructure industries is expected to grow from $12.2 billion in 2010 to $29.2 billion in 2015, representing a compound annual growth rate, or CAGR, of 19.1%. The need for higher performance wireless solutions, combined with the increased demand for integrated components that reduce costs, overall power consumption, and size, has significantly increased the performance demands on the RF front-end subsystems used in wireless devices. However, the fundamental physical limitations of silicon have prevented standard CMOS solutions from meeting the high frequency and power handling requirements of high performance RF front-ends. As a result, RF front-end semiconductor manufacturers have historically utilized traditional specialty process technologies such as gallium arsenide, or GaAs, heterojunction bipolar transistor, or GaAs HBT, GaAs pseudomorphic high electron mobility transistor, or GaAs pHEMT, silicon-germanium, or SiGe, or bipolar junction transistor and CMOS, or BiCMOS. While discrete RF components produced with these processes may attain sufficient levels of performance, these technologies lack the ability to monolithically integrate multiple discrete components and digital logic, cannot leverage existing high volume standard CMOS manufacturing infrastructure, and are inherently limited in their ability to scale to smaller geometries as compared to standard CMOS. Our Solution and Competitive Strengths We design, develop, market, and sell high performance RFICs based on our patented UltraCMOS technology. Our UltraCMOS technology enables us to monolithically integrate multiple RF and mixed signal components and digital circuitry into high performance RFICs. Our UltraCMOS technology provides the fundamental benefits of standard CMOS, including high levels of integration, low power consumption, reusable circuit libraries, widely available design tools and outsourced manufacturing capacity, and the ability to scale to smaller geometries. Our strengths that distinguish us from the competition include: Unique, Proprietary UltraCMOS Technology. We pioneered the development of UltraCMOS technology for production of high performance RFICs and believe we are the only high volume commercial supplier of RFICs based on silicon-on-sapphire, or SOS. Broad, System Level Integration Capabilities. Our extensive RFIC design experience allows us to approach the challenges of RF integration at the system level, as well as the component level. We have created a proprietary design platform that includes a comprehensive portfolio of cell libraries, reference designs, design tools, and other IP that allows the design, production, and integration of highly scalable RFICs. Broad, Highly Differentiated IP Portfolio. We have more than 125 U.S. and international issued and pending patents encompassing a broad range of technologies that include basic materials processing, fundamental building block circuit elements enabled by our UltraCMOS material system, and higher-level circuit designs comprised of these unique circuit elements. In addition, we have substantial materials, process, design, packaging, and testing know-how that we retain as documented trade secrets. Table of Contents Table of Contents Proven and Efficient Fabless Model. Our UltraCMOS manufacturing process is highly portable to third-party foundries and allows us to scale our business, utilize established and proven standard CMOS production technologies, and transition to smaller geometries and larger wafer sizes relative to specialty process technologies. Broad Markets and Diverse Customer Base. Our products address broad end markets, including aerospace and defense, broadband, industrial, mobile wireless device, test and measurement equipment, and wireless infrastructure markets. We offer over 160 different products across eight product families, and in 2011, our products were sold to more than 1,500 customers worldwide. Our Strategy Our goal is to be the market leader in large and growing markets where our UltraCMOS technology can provide a superior RFIC solution. Key elements of our strategy include: Drive Integration Across RF Applications. We intend to continue to integrate additional discrete RF components and digital circuits into comprehensive single-chip solutions. Expand our Served Addressable Market. We intend to continue to invest in the development of future generations of our products to meet the evolving performance, form factor, and cost demands of customers in our existing markets, while also expanding our product offerings to address the requirements of new products and markets. Deepen Relationships with Existing Customers and Expand our Customer Base. We intend to enhance our global reach and increase our penetration of key customers in our target markets and continue to develop and broaden our relationships with key players in the wireless ecosystem, including wireless network operators, leading device and equipment OEMs, and reference design partners. Leverage our Flexible, Scalable Outsourced Manufacturing Model. We have rapidly scaled our business by leveraging the high-volume manufacturing expertise and capacity of our third-party partners involved in the supply of key raw materials, wafer foundry, and assembly and testing services. We intend to continually expand and improve our efficient and robust global supply chain utilizing a variety of business partners located around the world. Risks Affecting Us Our business is subject to numerous risks, which are highlighted in the section titled Risk Factors immediately following this prospectus summary. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. Some of these risks are: our operating results may fluctuate significantly and our future results are difficult to predict, which may cause us to fail to meet the expectations of investors; we have incurred significant losses and may incur losses in the future; we may be unable to sustain our historical net revenue growth rate and if net revenue growth falls short of our expectations, we may not be able to immediately reduce our operating expenses proportionately, which could eliminate our profitability; changes in our product mix and in our manufacturing operations utilization may adversely affect our gross margins and operating results; we rely on a small number of customers for a significant percentage of our net revenue, and the loss of, or a reduction in, orders from these customers could result in a significant decline in our net revenue; if we fail to develop new or enhanced products that achieve market acceptance in a cost-effective and timely manner, our operating results could be adversely affected; Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY GREENMAN TECHNOLOGIES, INC. 11,553,282 SHARES OF COMMON STOCK

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+Prospectus
+Summary
+
+ 
+
+This summary highlights information
+that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider
+before buying shares in this offering. This summary contains forward-looking statements that involve risks and uncertainties,
+such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking
+statements by terminology such as "anticipate," "estimate," "plan," "project,"
+"continuing," "ongoing," "expect," "we believe," "we intend," "may,"
+"should," "could," and similar expressions. These statements involve estimates, assumptions, known and
+unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances
+or achievements expressed or implied by the forward-looking statements. You should read the entire prospectus carefully, including
+the "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations"
+and our financial statements and related notes included elsewhere in this prospectus, before making an investment decision.
+
+ 
+
+Except where the context otherwise
+requires and for purposes of this prospectus only "we," "us," "our," and "the Company,"
+refer to Ceres Ventures, Inc., a Nevada corporation and its consolidated subsidiaries.
+
+ 
+
+About
+Us and Our Business
+
+ 
+
+We were incorporated
+in the State of Nevada on July 25, 2001, under the name "Enterprise Technologies, Inc." and have focused our efforts
+on the development of new technologies and, where warranted, acquire rights to obtain licenses to technologies and products that
+are being developed by third-parties, primarily universities and government agencies, through sponsored research and development
+agreements. On November 21, 2011, we changed our name to Ceres Ventures, Inc.
+
+ 
+
+Our current strategy
+is, together with our wholly-owned subsidiaries, to identify, acquire and develop a comprehensive portfolio of technologies relating
+to clean resources technologies which we believe have potential for global commercialization and application.
+
+ 
+
+Our Industry
+
+ 
+
+Water is essential for life and, unlike
+most other resources, has no substitutes. Even though more than two-thirds of our planet is covered with water, less than 1% of
+that water is freshwater suitable for human consumption and that amount is quickly declining due to the draining of aquifers,
+increased pollution, climate change and other factors. In addition to this declining supply, demand is rapidly rising due to population
+growth, industrial expansion and increased agricultural development, with overall water consumption estimated to double every
+20 years.
+
+ 
+
+Governments across the world are grappling
+with the challenge of promoting economic growth while trying to manage the accompanying industrial and agricultural contamination
+of the world s freshwater supplies. It is estimated that by 2025 up to 60 % of the world s
+population will live in areas without adequate water supply.
+
+ 
+
+These strains
+on the water supply ultimately translate into more stringent government regulations that drive demand for new water treatment
+solutions. These challenges are driving opportunities for growth in the global water industry, which
+is currently estimated at $500 billion worldwide annually and is estimated to increase to $1 trillion by 2020.
+
+ 
+
+ 3
+
+ 
+
+ 
+
+ 
+
+Our Technologies
+
+ 
+
+In response to the global water issue,
+we, through our agreement with Applied Power Concepts, Inc. ("APC"), a California based bio-chemical engineering
+firm, have developed the patent pending BluFlowTM Treatment System, a first of its kind clean tech water treatment
+solution, which incorporates intellectual property ("IP") directly or indirectly controlled by us, including
+a nanoparticle based purifying agent ("BluFlowTM Pure") and the BluFlowTM Advanced
+Ultrafiltration Technology (the "BluFlowTM AUT") to target and remove valuable elements, compounds
+and pollutants from water, and to purify water so that it may be suitable for reuse.
+
+ 
+
+Unlike conventional wastewater treatment
+technologies that utilize multiple systems and processes to remove target pollutants or target constituents, the patent pending
+BluFlowTM Treatment System provides a unique single integrated system that simultaneously permits the removal of target
+chemicals/pollutants or valuable elements and compounds while purifying the remaining water with minimal reject wastewater (5-15%
+compared to 40-50% for conventional systems such as reverse osmosis).
+
+ 
+
+We anticipate rolling out a commercially
+ready BluFlowTM Treatment System within the next 18 months, subject to additional financing, pilot studies, and performance
+and field testing evaluations.
+
+ 
+
+Our Strategic Advantages
+
+ 
+
+The patent pending BluFlowTM
+Treatment System is technically and economically superior to conventional water and wastewater purification and treatment technologies,
+both with respect to the variety and nature of the contaminants (organic or inorganic) or valuable elements and compounds it may
+remove as well as the cost associated with treatment and purification.
+
+ 
+
+Even though nanotechnology has been around
+for decades, nanoparticles have encountered several obstacles to making them commercially viable for water treatment, purification
+and reuse. These obstacles include: high production costs; difficulty to manufacture in large quantities or volumes; and challenges
+to customize them to target for removal of individual contaminants in wastewater or industrial processes. Therefore, until the
+advent of the patent pending BluFlowTM Treatment System, nanoparticles have not been used to treat water or waste water
+using the techniques and methods being developed by us.
+
+ 
+
+We have developed a proprietary system
+for precisely formulating, producing and deploying customizable absorbent nanoparticles. BluFlowTM Pure is a specific
+formulation that has the unique functionality for contaminant and chemical, as well as the capability to extract valuable elements
+and compounds from water based solutions. Additionally, BluFlowTM Pure has the advantage of being able to be recovered
+and reused multiple times without loss of efficiency, thereby providing a technical, economical and cost effective means of utilizing
+nanoparticles.
+
+ 
+
+We have also developed the BluFlowTM
+AUT that utilizes a proprietary process to recover water, or target elements or compounds from waste, wastewater, or impure
+streams. This technology, which can effectively incorporate BluFlowTM Pure, will significantly increase the amount
+of usable water of higher purity than conventional water treatment technologies such as reverse osmosis or multistage reverse
+osmosis with chemical treatment, while using less energy. The BluFlowTM AUT purifies 85 -95% of treated water as opposed
+to conventional systems such as reverse osmosis that only purifies 50-60% of the water it treats.
+
+ 
+
+ 4
+
+ 
+
+ 
+
+ 
+
+Thus, the overall value proposition of
+the patent pending BluFlowTM Treatment System for customers is:
+
+ 
+
+ lower
+ operating costs;
+
+ lower
+ maintenance costs;
+
+ low
+ energy input or
+ demand;
+
+ easy/safe
+ handling;
+
+ operated
+ to comply with occupational
+ safety & health
+ standards;
+
+ tailored
+ engineering by substance,
+ customizable clean
+ treatment systems;
+
+ supply
+ price stability;
+ and
+
+ attractive
+ return on investment.
+
+ 
+
+Our milestones to date are:
+
+ 
+
+ developing
+ our proprietary
+ patent pending BluFlowTM
+ Treatment
+ System through our
+ agreement with APC
+
+ developing,
+ through APC, the
+ BluFlowTM
+ AUT;
+
+ developing
+ proprietary patent
+ pending equipment
+ and process to produce
+ customized absorbent
+ BluFlow 
+ Pure particles
+ at commercial scales;
+
+ obtaining
+ an exclusive worldwide
+ license from the
+ University of California,
+ Santa Barbara to
+ certain technologies
+ relating to highly
+ specialized nanoparticles,
+ initially developed
+ at the University
+ of California, Santa
+ Barbara for potential
+ water treatment
+ applications, which
+ are the subject
+ of three patent
+ applications ;
+
+ developing,
+ through APC, the
+ BluFlowTM
+ Pure particles,
+ which are highly
+ customizable, boutique,
+ treatment and purification
+ agents that are
+ designed to treat
+ targeted contaminants
+ such as organic
+ pollutants, inorganic
+ pollutants, or specific
+ valuable elements
+ or compounds from
+ water sources;
+
+ preparing
+ a patent application
+ for the regeneration
+ process of the BluFlow 
+ Pure particles –
+ an important step
+ for economical reuse
+ of the BluFlow 
+ Pure particles;
+
+ ongoing
+ development of new
+ intellectual property
+ during the course
+ of its research
+ and development
+ and intends to file
+ additional patent
+ applications to
+ protect its intellectual
+ property; and
+
+ entering
+ into a Treatability
+ Study Agreement
+ with a major United
+ States Professional
+ Engineering &
+ Consulting Firm
+ serving numerous
+ clients, including
+ Fortune 50 &
+ 100 clients, to
+ evaluate the technical
+ and economic feasibility
+ of using the BluFlow 
+ Treatment System
+ for the cleanup
+ of contaminated
+ groundwater –
+ a necessary step
+ in anticipation
+ of upcoming field
+ tests of the BluFlow 
+ Treatment System
+ at sites to be designated
+ by the engineering
+ firm.
+
+ 
+
+Corporate Background and History
+
+ 
+
+We were incorporated
+in the State of Nevada on July 25, 2001, under the name "Enterprise Technologies, Inc." and have focused our efforts
+on the development of new technologies.
+
+ 
+
+In 2008 we obtained
+exclusive license, granted pursuant to a license agreement dated September 1, 2008 (the "Dartmouth License Agreement"),
+between us and the Dartmouth Trustees, to develop, market and distribute a novel class of synthesized compounds known as bis-intercalators.
+However, in June 2010, our Board of Directors (the "Board") determined that it was in our stockholders best
+interest to refocus our business in activities in a manner which may more fully enhance stockholder value, and as a result we
+terminated the Dartmouth License Agreement and initiated our search for a commercially viable business or asset.
+
+ 
+
+ 5
+
+ 
+
+ 
+
+ 
+
+In
+order to facilitate our efforts, on November 21, 2011, we changed our name to Ceres Ventures, Inc. and implemented a one-for-fifty
+reverse share consolidation (the "Reverse Split"). The Reverse Split was declared effective by the Financial
+Industry Regulatory Authority ("FINRA") on December 12, 2011. All shares and share prices have been retroactively
+changed to reflect the Reverse Split.
+
+ 
+
+On December 29, 2011,
+we completed a reverse merger (the "Reverse Merger") with BluFlow Technologies, Inc., a Delaware corporation
+("BluFlow"). Pursuant to the terms of the Reverse Merger, BluFlow became a wholly owned subsidiary of Ceres.
+
+ 
+
+As a precondition
+to the Reverse Merger, certain of our creditors holding an aggregate of $840,683 of our debt agreed to convert the principal amount
+of the debt into an aggregate of 8,406,825 shares of our common stock at a conversion price of $0.10 per share and forgave a total
+of $488,054 in accrued and unpaid interest.
+
+ 
+
+Upon completion of
+the Reverse Merger, the former stockholders of BluFlow held approximately 84% of our issued and outstanding shares of capital
+stock. Accordingly, the Reverse Merger represents a change in control of Ceres. As of August 31, 2012, there were 85,501,557 shares
+of our common stock issued and outstanding and no shares of our preferred stock issued and outstanding.
+
+ 
+
+BluFlow Offerings
+
+ 
+
+From November 2010
+through May 2011, BluFlow conducted a private placement of up to 60,000,000 units of its securities at a price of $0.033 per unit.
+Each unit consisted on one share of common stock, $0.00001 par value per share and one-half of one Series C Warrant. Each Series
+C Warrant entitles the holder to purchase one additional share of common stock at an exercise price of $0.16 per share, expiring
+on December 31, 2012. As of the termination date of

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+PROSPECTUS SUMMARY The following summary highlights material information found in more detail elsewhere in the Prospectus. It does not contain all of the information you should consider. As such, before you decide to buy our common stock, in addition to the following summary, we urge you to carefully read the entire Prospectus, especially the risks of investing in our common stock as discussed under Risk Factors. In this Prospectus, the terms we, us, our, Company, One World and One World Holdings refer to One World Holdings, Inc., a Nevada corporation. Common Stock refers to the common stock, par value $0.0025 per share, of One World Holdings, Inc. On July 21, 2011, we entered into and closed a Share Exchange Agreement (the Exchange Agreement ) with The One World Doll Project, Inc. ("OWDP"), a Texas corporation, and the persons owning 100% of the outstanding capital stock of OWDP (the OWDP Stockholders ). At closing, the OWDP Stockholders transferred all of their shares of common stock to us in exchange for newly issued shares of our common stock, which shares represented 90.55% of our voting securities. As a result of this transaction, OWDP became our wholly-owned subsidiary, we abandoned all of our previous business plans involving environmental remediation and recycling, and the business of OWDP became our sole business. Our principal executive offices are located at 418 Bridge Crest Boulevard, Houston, Texas 77082. We are a development stage company engaged in the development and production of different lines of multi-cultural dolls. We maintain a website at http://oneworlddolls.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Prospectus and should not be considered a part of this Prospectus. We have a limited operating history and are subject to all of the risks inherent to the development of a new business in the highly competitive environment in which we will operate. We are not a blank check company as defined by Rule 419 promulgated under the Securities Act of 1933, as amended (the Securities Act ) and we have no plans to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. As of September 30, 2012, we had $1,157,007 in outstanding liabilities, and since formation, through September 30, 2012, we had incurred losses totaling $2,448,454. From January 2011 to October 2012, we sold seventeen 14% convertible debentures in the aggregate principal amount of $365,500. The outstanding principal and interest on the debentures are convertible into shares of our common stock at the conversion price of $0.04 per share, and accordingly, the principal amount of the debentures currently outstanding (approximately $364,718) is convertible into an aggregate of approximately 9,117,950 shares of our common stock, exclusive of interest. Included in that total are 14% Convertible Debentures held by Michael and Jacquelyn Emmers in the principal amount of $100,000 (due August 24, 2011, and currently past due, provided that the holder has not provided us notice of default); Heath O Neal Redwine in the principal amount of $10,000 (due September 27, 2012, and currently past due, provided that the holder has not provided us notice of default); Carolyn Austin in the principal amount of $25,000 (due October 10, 2012, and currently past due, provided that the holder has not provided us notice of default); and William and Barbara Pharr in the amount of $6,000 (due December 20, 2011, and currently past due, provided that the holder has not provided us notice of default). Each of the debentures bears interest at the rate of 14% per annum (16% upon the occurrence of an event of default); contains a provision prohibiting the Company from consolidating or merging with another person or entity, unless the Company is the surviving entity or the surviving entity expressly assumes the obligations under the debenture; and is convertible into shares of the Company s common stock at a conversion price of $0.04 per share, which shares are being registered in this Prospectus. As of the date hereof, we have limited assets and no revenues. Furthermore, we believe that operating as a reporting company, which is our plan following the effectiveness of our Registration Statement, of which this Prospectus is a part, will significantly increase our accounting, legal, managerial and filing expenses. We plan to seek out additional debt and/or equity financing; however, we do not currently have any specific plans to raise such additional financing at this time. The sale of additional equity securities, if undertaken and if accomplished, may result in dilution to our stockholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all. There is substantial doubt about our ability to continue as a going concern. To date, we have not yet achieved profitable operations and expect to incur losses in the development of our business. Accordingly, our independent registered public accounting firm has indicated in its report on our consolidated financial statements, as of December 31, 2011, that there exists substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. This summary is qualified in its entirety by the detailed information appearing elsewhere in this Prospectus. The securities offered hereby are speculative and involve a high degree of risk. See "Risk Factors," below. Penny Stock Rules Our common stock will be considered a penny stock , and subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Penny stock is generally defined as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. The required penny stock disclosures include the required delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market. In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired. As filed with the Securities and Exchange Commission on December 19, 2012 Registration No. 333-177992

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in each case included elsewhere in this prospectus. Unless otherwise stated or the context requires otherwise, references in this prospectus to "ERF Wireless", the "Company", "we", "us", or "our" refer to ERF Wireless, Inc. and its subsidiaries. The Company Business Overview We are a provider of terrestrial wireless broadband access solutions for the energy industry. Our primary business strategy is to develop and provide a long-term terrestrial wireless broadband solution for the exploration, drilling, and production sectors of the energy industry in rural and remote locations in North America that lack existing communications infrastructure. We offer our oil and gas customers a comprehensive and integrated package of wellsite information technology ("IT") communications services, including high-speed low-latency terrestrial broadband connectivity utilizing both licensed and unlicensed spectrum, voice over Internet Protocol ("VOIP") telephone, facsimile service, wireless intercom systems, computer and other IT equipment rental, IT support services, and video security solutions. Our current focus is to expand our network in the middle-United States region, including Texas, Oklahoma, Arkansas, New Mexico, Louisiana, Colorado, Kansas, North Dakota, and Montana. While our focus is on providing broadband connectivity to the drilling sector of the oil and gas industry, we also provide wireless broadband services to a broad range of other enterprise customers including banking, healthcare, and educational customers utilizing the same wireless network assets and personnel used in our oil and gas services business. Market Opportunity Oil and Gas Industry. As demand for energy produced in North America continues to grow, we believe that exploration and production will continue to move further away from civilization and into more remote environments. In particular, the recent discovery of certain new extraction techniques such as "fracking" has opened up multiple oil and gas shale regions in extremely remote areas of North America. As a result, oil and gas companies have been forced to change the way they communicate. One such approach is to achieve a "digital oilfield." In a digital oilfield, new technologies such as process digitization, real time data collection, and intelligent controls are combined to improve recovery, accelerate production, reduce downtime, and reduce the number of on-site engineers and geologists required to oversee the operation. At the heart of a digital oilfield is a reliable, low latency, cost-effective means of communication. Oil and gas companies have historically relied on cellular and satellite communication to transmit data from the well site to the home office but these very remote locations are typically not within range of cellular communication and satellite communication suffers from extremely high latency - a delay of almost one second in data transmission. High latency can interrupt the fluency of voice communications and make machine to machine communications complex, ineffective and unreliable. Currently, we believe that the terrestrial wireless broadband network we offer in these remote areas is the only fully workable solution. In addition to the increased rate of utilization by oil and gas companies of our low latency, terrestrial wireless broadband communications service, our business growth is also driven by the increased level of oil and gas drilling activities in North America, particularly in shale plays in Eagle Ford and Bakken. We believe the following economic factors will positively impact our business strategy in the near future: The continued need for higher bandwidth, low latency communications to support the digital oilfield. This need is continually driven by the more bandwidth intensive software being developed by the major oil and gas service providers. We believe that the traditional satellite communications (very small aperture terminal, or VSAT) solution is no longer a workable communications path for these real time software applications due to the high latency of VSAT s and the only current practical solution is the use of a low latency terrestrial wireless broadband. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee Common Stock (2) (3) $11,500,000(1) $1,568.60 Representative's Common Stock Purchase Warrant — (4) Shares of Common Stock underlying Underwriter's Common Stock Purchase Warrant (2)(5) $625,000 $85.25 Total $12,125,000 $1,653.85 (1) Estimated solely for the purpose of calculating the amount of the registration in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes an estimated $1,500,000 proposed maximum aggregate offering price from the sale of shares of common stock which may be issued pursuant to the exercise of a 45-day option granted by the registrant to the underwriters to cover over-allotments, if any. (2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. (3) Includes shares the underwriters have the option to purchase to cover over-allotments, if any. (4) No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended. (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended, based on an estimated proposed maximum aggregate offering price of $625,000, or 125% of $500,000 (5% of $10,000,000). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. Increased oil drilling activity and sustained higher oil prices. The average West Texas Intermediate oil price has increased 268.2% from an average price per barrel of $26.11 in 2002 to an average price per barrel of $96.16 for the nine months ended September 30, 2012. The average number of drilling rigs in the United States dedicated to drilling for crude oil has increased 889% from an average of 137 during 2002 to an average of 1,351 for the nine months ended September 30, 2012. We believe that this increasing demand for crude oil is reflected in the sharp increase in crude oil prices and utilization of oil drilling rigs. We further believe that sustained domestic drilling activity for crude oil will continue as exploration and production companies contend with constrained supply and increased demand. To satisfy this increased demand, we believe oil and gas drilling operations likely will continue to grow in rural, undeveloped areas that lack communications infrastructure. We believe our solution addresses both the undeveloped market as well as areas where existing technologies may not be competitive. Favorable domestic natural gas drilling outlook. Domestic natural gas exploration and production companies are trending toward development of unconventional natural gas basins such as shale. These basins are known for large inventories of drilling locations and wells with high initial decline rates. These high initial decline rates typically result in more wells drilled over time in order to maintain production and lease positions. As producers gain experience in the nation s shale gas plays, the efficiency of their drilling operations has improved immensely. Today, operators sink wells at a much quicker pace and have optimized their drilling and hydraulic fracturing techniques to maximize output. We believe these factors should result in high levels of domestic natural gas drilling activity, in particular in the Eagle Ford Shale and Bakken Shale plays. We also believe that our market knowledge and strategic position will enable us to benefit from opportunities resulting from increased drilling in North American shale areas including the Eagle Ford Shale and Bakken Shale. As a result of the above factors, we expect that there will continue to be a tight supply of, and high demand for, natural gas and oil in North America in the near future. We believe these trends will continue to support high levels of drilling activity which should equate to increased demand for our services. Banking/Healthcare/Education Many rural areas of the United States that need point-to-point broadband communications do not have any alternative other than to lease these services from the local telephone company. Because of the rural nature of these leased services, there is very little competition and thus higher than average pricing in many locations. We have developed a wireless model for replacing these leased wireline circuits with terrestrial wireless circuits that are typically owned by the customer and monitored and maintained by us. In particular, for the regional banking industry, we utilize our already owned terrestrial wireless networks to build fixed point-to-point spur networks from our towers to the individual bank branch locations up to twenty-five miles away. The banks typically purchase these spur networks and pay us to build the networks. In addition, we provide our patented security device CryptoVueTM to satisfy the regulatory requirements of a bank using a wireless network outside of the bank s physical location. These new bank networks allow a bank to communicate voice and data among their various branches as well as the parent bank. Following the construction and commissioning of a bank network, we typically enter into a long term monitoring and maintenance contract with the bank. The advantage that the bank receives, in addition to higher transmission speeds, is a reduction of their communication costs as compared to leasing such services from the telephone company. To date we have constructed four such banking networks that serve almost one hundred branch locations across Texas and Louisiana. The healthcare and educational application of our wireless technology is very similar to the banking model, except that we typically own the spur networks and the security requirements are not as stringent as compared to banks. Over the past five years we have completed such networks for four large school districts in Texas and are serving three healthcare facilities, most located in the State of Texas. Commercial and Residential Wireless Broadband The rural areas of the United States have not historically enjoyed the advantages of broadband that is now available in most urban areas. Currently many rural areas still receive their Internet service by way of a dial up telephone connection, a local cable company, or if they live near a more urban region, by DSL. Even though they are connected to the Internet they cannot enjoy its advantages because their connection speed is limited in bandwidth. For those who want or need an increased bandwidth offered by broadband, the only viable and economic solution is to purchase wireless broadband. The costs associated with providing connectivity these customers are directly related to the number of customers per square mile, and as a result, the margins for rural commercial and residential broadband can be quite small even when delivered in a wireless fashion. We have, however, been able to utilize our existing networks shared with oil and gas customers, banks, healthcare, and educational entities to deliver wireless broadband to customers in these rural areas. We currently have approximately 3,500 residential and commercial customers sharing our rural networks with our banking/healthcare/educational/ and oil and gas customers. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED [__], 2012 ___________ Shares Common Stock This is a firm commitment public offering of [__] shares of our common stock. Our common stock is presently quoted on the OTC Bulletin Board ("OTCBB") under the symbol "ERFB.OB". We intend to apply to have the common stock listed on The NASDAQ Capital Market under the symbol "ERF". No assurance can be given that our application will be approved. On December 14, 2012, the last reported sale price for our common stock on the OTCBB was $1.08 per share. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 9 of this prospectus for a discussion of information that you should consider before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds before expense to us $ $ (1) Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to Aegis Capital Corp. See "Underwriting" for a description of compensation payable to the underwriter. We have granted a 45-day option to the underwriter to purchase up to [__] additional shares of common stock solely to cover over-allotments, if any. The underwriter expects to deliver our shares to purchasers in the offering or about [__], 2013. Aegis Capital Corp Our Services Oil & Gas Industry Wireless Bandwidth and Related Support Services. Through our oil and gas industry division, we provide a wide range of wireless Internet bandwidth connectivity service solutions as well as a number of related products and services, which include the following: Nomadic terrestrial wireless broadband circuit connectivity to the wellsite: the term "nomadic" refers to our ability to provide portable trailer mounted fifty foot erectable communication (such mobile broadband trailers being referred to as "MBT s") directly to the wellsite and to wirelessly connect these MBT s back to one of our fixed site network towers. Using this approach to broadband communications delivery we are able to provide one or more symmetrical 1.5 Mb/s circuits to our oil and gas customer wellsite locations anywhere within up to twenty five miles from a fixed tower location depending on the local terrain. Wellsite communications equipment rental: rental of computers, printers, fax machines, monitors, and similar communications equipment directly to the wellsite customers. Wellsite IT support services: software and driver loading, computer problem resolution, and IT troubleshooting. Wellsite IT services over broadband: IT support services to allow wellsite customers to operate remote software and data solutions over the broadband connection. Network monitoring and maintenance: monitoring of various customer devices over the broadband network and troubleshooting either remotely or in person at the wellsite. Layer 2 secure communications connectivity products rental and services: secure Internet protocol layer 2 routing of customer circuits to improve security and reliability of broadband connection. Fixed site terrestrial wireless broadband connectivity: wireless broadband circuit connectivity directly from our fixed network towers to customer fixed sites such as remote field offices. Network design and construction: design of wireless networks for customers for implementation anywhere in the world. Implementation of our network designs for customers anywhere in North America. Production field SCADA: connection of our fixed tower wireless networks via wireless circuits directly to oil and gas customer production fields to monitor and control the production process. Midstream communications, monitoring, and security: connection of our fixed tower wireless networks via wireless circuits directly to gathering and transport pipeline facilities for monitoring and security purposes. Enterprise-Level Wireless Bandwidth Product and Services. Through our enterprise network services division we provide a wide range of terrestrial wireless Internet bandwidth service solutions and related products to the regional banking, healthcare, and educational sectors primarily in the rural areas of North America within our existing coverage areas, including: Turnkey design and implementation of custom Internet wireless bandwidth solutions, including long-term maintenance and network monitoring; Reselling arrangements, under which banks may sell wireless broadband services to private entities, cities, municipalities, and private citizens in specific coverage areas; and Secure connectivity using our patented CryptoVueTM product. Commercial and Residential Wireless Bandwidth Products and Services. Through our commercial and residential wireless bundled services division we provide a full range of terrestrial wireless Internet connectivity service solutions and products to commercial businesses and residential customers using our existing wireless networks. These services include high-speed Internet, VOIP service, network monitoring and maintenance, and video service. The bulk of our current commercial and residential customer base reside in Texas and Louisiana. TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the securities offered hereby. You should carefully read this entire prospectus, as well as the information incorporated by reference herein, before deciding whether to invest in the securities. You should carefully consider the sections entitled RISK FACTORS in this prospectus and the documents incorporated by reference herein to determine whether an investment in the securities offered hereby is appropriate for you. The Company We are a bank holding company headquartered in Rosemont, Illinois, a suburb of Chicago. We derive substantially all of our revenue from the Bank, our wholly-owned subsidiary. We provide a range of products and services primarily to closely-held commercial customers and their owner operators in the Chicago area. We also provide services related to asset-based lending, mortgage banking and commercial equipment financing through offices in Chicago and other geographic markets. At March 31, 2012, we had assets of $4.7 billion, deposits of $3.0 billion and stockholders equity of $416.8 million. Our primary businesses are commercial banking, including commercial real estate lending, asset-based lending, mortgage banking, commercial equipment financing and retail banking. Our target commercial lending customers are businesses in industries such as manufacturing, wholesale and retail distribution, transportation, construction contracting and professional services. Our clients are generally closely-held, middle-market companies with annual revenues between $5 million and $250 million. Our commercial lending activities primarily consist of providing loans for working capital, business expansion or acquisition, owner-occupied commercial real estate financing, revolving lines of credit and stand-by and commercial letters of credit. We also offer treasury cash management services, including repurchase agreements, interest rate swap agreements, internet balance reporting, remote deposit capture, positive pay, automated clearing house products, imaged lock-box processing, controlled disbursement and account reconciliation. Our commercial and industrial lending group operates primarily in the Chicago area. In addition, through offices located across the United States, we also offer asset-based lending through Cole Taylor Business Capital, including revolving lines of credit supported by receivables and inventory and term loans supported by equipment and real estate. We also originate, sell and service mortgage loans through Cole Taylor Mortgage. This line of business, launched in early 2010, is a source of noninterest fee income and provides earnings and geographic diversification. We currently originate, sell or service mortgage loans in 32 states and the District of Columbia. Loan production is sourced through a national broker network, retail offices across the United States, and from the Bank s banking centers (branches), which are located in the Chicago area. As previously announced, in mid-June 2012, we launched a major expansion of our retail mortgage operations through the hiring of more than 60 new mortgage retail professionals located in Michigan, Indiana and Ohio. This expansion nearly doubled the number of our retail mortgage origination offices and represented a 20% increase in Cole Taylor Mortgage s staffing. As previously announced, we recently launched Cole Taylor Equipment Finance, our new commercial equipment finance division. This line of business offers a full range of equipment finance options and will specialize in originating and syndicating commercial equipment leases for U.S. companies. In addition to our lending activities, we offer deposit products, such as checking, savings and money market accounts, as well as time deposits through nine banking centers located in the Chicago area and through our on-line banking application. We also cross-sell products and services to the owners and executives of our business customers to help them meet their personal financial goals, including personal credit. In addition to commercial clients, we provide deposit and credit services to our community-based customers, typically individuals and small, local businesses located near one of our banking centers. We use third-party providers to offer investment management and brokerage services. Our commercial and retail banking and deposit products are delivered by a single operations area located in Rosemont, Illinois. Our mortgage unit is based in Ann Arbor, Michigan. We have two separate and discrete operating segments, Banking and Mortgage Banking. Our principal executive office is located at 9550 West Higgins Road, Rosemont, Illinois 60018, and our phone number is (847) 653-7978. Table of Contents Additional information about us is included in our filings with the Commission, which are incorporated by reference into this prospectus. See WHERE YOU CAN FIND ADDITIONAL INFORMATION and DOCUMENTS INCORPORATED BY REFERENCE in this prospectus. Securities Being Registered This prospectus relates to the potential resale from time to time by the selling securityholders, or their respective successors, including transferees, of some or all of the following: 1,282,674 shares of our Nonvoting Preferred originally issued by us to the Prairie Capital Entities on March 29, 2012, in exchange for a total of 405,330 shares of our Nonvoting Convertible Preferred Stock, Series D (the Series D Preferred ), and 877,344 shares of our Non-Voting Convertible Preferred Stock, Series G (the Series G Preferred ), held by the Prairie Capital Entities to simplify our capital structure; 1,282,674 shares of Common Stock issuable from time to time upon conversion of such shares of Nonvoting Preferred; 919,190 shares of Common Stock (the Series C Conversion Shares ) originally issued on December 31, 2011, upon conversion of shares of our 8% Non-Cumulative, Convertible Perpetual Preferred Stock, Series C (the Series C Preferred ), that have not previously been registered for resale; 235,869 total shares of Common Stock originally issued to holders of Series C Preferred in lieu of cash dividends on April 15, July 15 and October 15, 2011 (the Series C Dividend Shares ); 2,280,000 shares of Common Stock (the Series F Conversion Shares ) originally issued on March 29, 2011, upon the conversion of shares of our Non-Voting Contingent Convertible Preferred Stock, Series F (the Series F Preferred ); 6,794,670 shares of Common Stock (the Series A Conversion Shares ) originally issued on May 13, 2010, pursuant to an exchange offer to holders of our 8.0% Non-Cumulative Convertible Perpetual Preferred Stock, Series A (the Series A Preferred ); 219,794 shares of Common Stock (the 2008 Warrant Shares ) issued upon exercise of certain warrants (or to be issued upon surrender of warrants already exercised in accordance with their terms) to acquire such stock (the 2008 Warrants ), which such 2008 Warrants were originally issued by us pursuant to the Securities Purchase Agreement, dated as of September 29, 2008, by and among us and various investors party thereto; 500,000 shares of Common Stock (the FIC Warrant Shares ) issuable upon exercise of a warrant to acquire such stock at an exercise price of $20.00 per share (the FIC Warrant ), which such FIC Warrant was originally issued by us to Financial Investments Corporation ( FIC ) pursuant to the Management Services Agreement, dated as of September 29, 2008, by and among us and FIC; 414,000 shares of Common Stock purchased by Harrison I. Steans, Jennifer W. Steans and other members of their extended family in various open market transactions (the Market Shares ); 4,888 shares of restricted stock held by each of Harrison I. Steans, Jennifer W. Steans and Jeffrey W. Taylor awarded to them November 6, 2008 in conjunction with their service on the Company s board of directors (the Restricted Shares ); 1,497,912 shares of Common Stock purchased by Harrison I. Steans, Jennifer W. Steans and other members of their extended family, 142,225 shares of Common Stock purchased by various members of the Taylor family and entities controlled thereby (including the Voting Trust, as described below), and 278,130 shares of Common Stock purchased by the Prairie Capital Entities, each pursuant to a rights offering commenced by the Company on November 23, 2011 (together, the Rights Offering Shares ); Table of Contents 4,632,364 shares of Common Stock issued to various members of the Taylor family in connection with the split-off of the Company from Reliance Acceptance Group, Inc. (formerly known as Cole Taylor Financial Group) on February 12, 1997, which shares are held of record by various trusts, including a voting trust established November 30, 1998 (the Voting Trust ), of which Bruce W. Taylor, Jeffrey W. Taylor and Cindy Taylor Robinson serve as trustees, for the benefit of members of the Taylor family; 16,253 shares of Common Stock issued to Bruce W. Taylor through the Company s prior Employee Stock Ownership Plan (which Employee Stock Ownership Plan was terminated effective May 31, 2008) (the ESOP ) as compensation for his services to the Company; 16,151 shares of Common Stock issued to Jeffrey W. Taylor through the ESOP as compensation for his services to the Company; 41,500 shares of Common Stock acquired by members of the Taylor family in various other transactions, including in open market transactions and upon exercise of options held by members of the Taylor family; 20,000 shares of Common Stock issuable upon exercise of options held by Bruce W. Taylor with an exercise price of $20.00 per share, which were originally issued to Bruce W. Taylor on March 19, 2003, and 20,000 shares of Common Stock issuable upon exercise of options held by Bruce W. Taylor with an exercise price of $26.08 per share, which were originally issued to Bruce W. Taylor on March 17, 2004; and 20,000 shares of Common Stock issuable upon exercise of options held by Jeffrey W. Taylor with an exercise price of $20.00 per share, which were originally issued to Jeffrey W. Taylor on March 19, 2003, and 20,000 shares of Common Stock issuable upon exercise of options held by Jeffrey W. Taylor with an exercise price of $26.08 per share, which were originally issued to Jeffrey W. Taylor on March 17, 2004. Table of Contents

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+Prospectus summary This summary highlights information about CafePress Inc. and the offering contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. You should carefully read the entire prospectus before making an investment decision, including the information presented under the headings Risk factors and Management s discussion and analysis of financial condition and results of operations and the consolidated financial statements and related notes included elsewhere in this prospectus. In this prospectus, except as otherwise indicated or as the context may otherwise require, all references to CafePress , CafePress.com , we , us and our refer to CafePress Inc. Company overview We believe we are a leading e-commerce platform enabling customers worldwide to create, buy and sell a wide variety of customized and personalized products. We serve our customers, including both consumers and content owners, through our portfolio of e-commerce websites, including our flagship website, CafePress.com. Our consumers include millions of individuals, groups, businesses and organizations who leverage our innovative and proprietary print-on-demand services to express personal and shared interests, beliefs and affiliations by customizing a wide variety of products. These products include clothing and accessories, art and posters, stickers, home accents and stationery. Our content owners include individual designers as well as artists and branded content licensors who leverage our platform to reach a mass consumer base and share and monetize their content. We believe we are a leading e-commerce platform for customization of consumer products based on our more than a decade of experience of providing high-quality customized products in single unit and small quantity orders on a when-ordered basis. We have developed a strong brand with a growing community that, as of December 31, 2011, had more than 15 million members and more than three million shops, and we shipped over 7.8 million products in 2011 from a catalog of over 320 million unique products, as measured by the number of different combinations of designs and types of merchandise. Our mission is to offer an unrivaled platform that is the world s premier source for self-expression through product customization and personalization. We benefit from the network effect created when millions of customers are attracted to our catalog of content and are often inspired to contribute and share their own content. By enabling communities to share their interests, beliefs and affiliations through customized and personalized merchandise, we believe we drive social commerce. Our expansive content catalog covers topics our customers are deeply passionate about, as well as relevant current events. As a result, we believe our catalog serves as a cultural barometer reflecting the latest topics, ideas, trends, moods and opinions. For the year ended December 31, 2011, we had nearly 130,000 new images uploaded to our retail e-commerce websites on average per week. We have built a state-of-the-art facility in Louisville, Kentucky with innovative technology and manufacturing processes that enable us to provide high-quality customized products that are individually built to order at mass scale. Our proprietary, vertically integrated processes enable us to produce a broad range of merchandise efficiently, and cost effectively and quickly. We have an art print production facility in Portland, Oregon and as a result of our acquisition of Canvas On Demand LLC, we also have a custom canvas production facility in Raleigh, North Carolina. Our recent acquisition of substantially all of the assets of L&S Retail Ventures, Inc., including the e-commerce website InvitationBox.com, adds further print production facilities in North Carolina. We also recently entered into an agreement to acquire substantially all of the assets of Logo d Softwear, Inc., which, if and when consummated, will add further print production facilities in Connecticut. We may not be able to close this acquisition as planned or at all, and may be unable to successfully integrate this business or realize the anticipated benefits of the acquisition. Table of Contents The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated March 28, 2012 Prospectus 4,500,000 shares Common stock We are offering 2,500,000 shares of our common stock and the selling stockholders identified in this prospectus are offering 2,000,000 shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. This is our initial public offering and no public market currently exists for our common stock. We expect the initial public offering price to be between $16.00 and $18.00 per share. We have applied to list our common stock on The NASDAQ Global Select Market under the symbol PRSS. Per share Total Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds to CafePress Inc., before expenses $ $ Proceeds to selling stockholders, before expenses $ $ Certain of the selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional 675,000 shares of our common stock solely to cover overallotments. Certain entities associated with Institutional Venture Partners and Glynn Capital Management, each of which is associated with certain of our existing stockholders, as well as certain of our directors and officers, including Bob Marino, our Chief Executive Officer, have indicated an interest in purchasing up to 300,000 shares of our common stock in this offering at the initial public offering price. Because these indications of interest are not binding agreements or commitments to purchase, these persons may elect not to purchase shares in this offering. The underwriters will receive the same discount from any shares of our common stock purchased by such persons as they will from any other shares of our common stock sold to the public in this offering. Any shares sold to these persons will be subject to the lock-up agreements described under Shares Eligible for Future Sale Lock-Up Agreements. Investing in our common stock involves a high degree of risk. Please read Risk factors beginning on page 11. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the shares is expected to be made on or about , 2012. J.P. Morgan Jefferies Cowen and Company Janney Montgomery Scott Raymond James , 2012 Table of Contents The majority of our net revenues is generated from sales of customized products through our e-commerce websites and associated charges. In addition, we generate revenues from fulfillment services, including print and production services provided to third parties. Fulfillment revenues were less than 2% and 1% of net revenues during the years ended December 31, 2010 and 2011, respectively. Consumers purchase customized products directly from our website or through storefronts hosted by CafePress. Customized products include user-designed products as well as products designed by our content owners. We pay royalties to content owners for the use of their content on our products and royalty payments are included in cost of net revenues. In 2010, we generated net revenues of $127.9 million. In 2011, net revenues were $175.5 million, an increase of 37% from 2010. For information on how we define and tabulate our number of members and customers, see Overview and Key operating metrics in Management s discussion and analysis of financial condition and results of operations. Industry overview Customization of consumer products is undergoing an enormous transformation which is being driven by the following trends: Consumer demand for long tail selection and customization. Consumers increasingly expect a broader selection of both design choices and content to create or customize products. We refer to the array of choices beyond what is typically in high demand or widely available as long tail selection. E-commerce. Online shopping and e-commerce have become mainstream. According to Forrester, United States online retail sales were expected to be $197 billion in 2011.(1) According to eMarketer, in 2011, approximately 179 million consumers ages 14 and older in the United States were expected to research products online and 83% of them were expected to make an online purchase. With the rise of e-commerce, the user experience has improved with easy-to-use interfaces, broad selection, enhanced search, rich media and streamlined payment options. Internet tools and do-it-yourself empowerment. Historically, consumers have needed help from third-party vendors to customize apparel and other products, but with the widespread availability of easy-to-use digital tools, today people can design products themselves. The ability to use do-it-yourself design tools reduces the need to visit a local artisan, further disrupting the traditional way products have been customized. Advances in mass customization technologies. Historically, customizing products often required either large production runs with complex and expensive set-ups or allowed for only minimal customization through basic engraving or monogramming. With recent innovations in digital printing technology, the ability to digitally print in a cost effective, flexible volume and high-quality manner on a variety of mass market products has only recently emerged. Market opportunity Our services address multiple large adjacent markets which include, but are not limited to: Screen printing and garment printing. According to Freedonia, the U.S. screen printing and garment printing market is expected to grow from $7.2 billion in 2009 to $8.1 billion in 2014. (1) Source: U.S. Online Retail Forecast, 2010-2015 , Forrester Research, Inc., February 28, 2011 Table of Contents Table of Contents Creative photo merchandise. IDC estimates that the market for creative photo merchandise will grow from $2.8 billion in 2010 to $6.6 billion in 2014. Creative photo merchandise encompasses all products that are customized with photos including, but not limited to, cards, calendars, posters, photobooks and scrapbook pages, wall art and home d cor. Promotional products. According to Promotional Products Association International, the promotional products industry grew 5.9% to $16.6 billion in 2010, up from $15.6 billion in 2009. This includes $2.7 billion in online sales of promotional products in 2010, up 11.1% from $2.4 billion in 2009. Customization services for product manufacturers. From tablet cases to water bottles and beyond, our product diversity suggests a large opportunity encompassing ever-expanding retail merchandise categories. Based on 2009 U.S. Census Bureau data, we estimate the U.S. market for customizable retail goods is approximately $1.0 trillion. We believe traditional printing models are not optimized to satisfy individual consumers and smaller constituencies due to long lead times, costly set-up, limited printing capabilities and minimum quantities needed to achieve efficiency. Our strengths We believe our business model provides us with the following competitive advantages: Viral network effect. We enjoy a network effect that attracts new users to our various services. We attract new customers when new sales channels are launched and when new designs are added to our content catalog, where they are socially shared and made discoverable online. These new customers then often add their own new designs to our content catalog. Trusted premium brands. We believe we have built strong relationships with our customers who are passionate about the products they create. In addition to our flagship brand, CafePress.com, we operate a portfolio of vertically targeted brands that individually target specific consumers, products and use cases, and collectively expand the reach of the CafePress platform. Broad product assortment. We offer a wide variety of products across many different categories as diverse as t-shirts, hats, canvas art prints, banners, stickers, iPhone and iPad cases, mugs, water bottles, GPS units, cards and calendars. We believe this product assortment makes us a more compelling one-stop solution for our customers. Innovative and efficient operations. Our workflow automation enables us to schedule and produce items and efficiently merge them into a single shipment. We generally process and ship orders within three business days after a customer places an order and in many instances can ship orders within 24 hours after an order is placed. Transforming blank materials into finished goods in real-time minimizes inventory and capital requirements. Long tail marketing expertise. We believe our experience in data and analytics allows us to make effective marketing decisions across a continuously updated product catalog with sparse data. Comprehensive online offering. We believe our tools satisfy our users diverse needs, including finding the perfect unique gift, creating customized items or selling custom creations to their own communities or for profit through our online marketplace. The CafePress platform We have developed services and production capabilities that allow us to offer users the ability to find, make, buy and sell a wide variety of expressive customized products. Our platform consists of front-end design and Table of Contents Table of Contents sales channels and a back-end services platform. Our front-end design and sales channels include our branded e-commerce websites, CafePress.com, CanvasOnDemand.com, Imagekind.com, GreatBigCanvas.com and InvitationBox.com, as well as resellers and co-brands which include content owners, branded product manufacturers, other retailers and retail brands and distributors and resellers. Our back-end services platform includes user-generated content, licensed fan content, design tools, our turn-key online shops platform and fulfillment and manufacturing capabilities. Our strategy Our goal is to be the world s customization platform. Key elements of our strategy to achieve this goal include the following: Expand customer base. We intend to expand our customer base and continue to promote our portfolio of e-commerce websites through existing marketing channels, which include word of mouth referrals from existing customers, trade publications, catalogs, online advertising, search engine marketing and social media. Expand content partners. We intend to expand our licensed content partners to increase the range of content accessible on our site and attract new users. Expand product partners. We believe we can partner with branded product manufacturers to help them offer customized designs on their products. Expand product and service offerings. We intend to continue to innovate to enable us to expand our products and services. Increase sales to existing customers. We seek to increase both our average order size and the lifetime value we receive from a customer by increasing retention rates, up-selling and cross-selling efforts and continuing to improve and streamline our design and ordering processes. Offer customization through additional brands. We intend to leverage our platform by developing new brands and seeking co-branding opportunities to provide rich customer experiences along a range of industries. Seek acquisition and international expansion opportunities. We intend to develop additional business opportunities through selected acquisition and international expansion, targeting customers in key geographies where Internet usage and e-commerce are widespread and targeting key verticals where we can leverage our technology and catalog of content. We currently have localized websites for the United States, Australia, Canada, Germany and the United Kingdom. Risks and challenges Investing in our common stock involves substantial risks, including, but not limited to, the following: Fluctuations in our operating results. Our revenues and operating results may fluctuate from period to period, which could cause our stock price to decline. Factors that may contribute to these fluctuations include major social or political events or developments resulting in a short term demand for products, macroeconomic cycles and consumer spending and demand for our user-designed products and services. Seasonality of our business. The seasonality of our business places increased strain on our operations. A significant portion of our net revenues and operating cash flows have historically been realized during the period from November through December each year. Any disruption in, or failure to scale, our business Table of Contents I refuse to quit EAT SLEEP BIKE I Walk for my mom MS awareness Support free expression Learn to Be Zen fun facts at a glance 2007 2008 2009 2010 150,000,000 100,000,000 200,000,000 250,000,000 350,000,000 300,000,000 products created Over 150,000 new images uploaded on average per week* our members 2007 2008 2009 2010 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 We define members as visitors to our websites who register with us and provide their email address. of customers total number 2007 2008 2009 2010 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 We track the total number of customers by unique member number or email address. As a result, an individual who creates multiple accounts using different email addresses will be counted as multiple unique customers. Over 315 million unique products 6 million products shipped in 2010 * from January 1, 2011 through June 30, 2011 Over 2 million orders shipped in 2010 Table of Contents operations during this period or any other period of peak demand could have a disproportionate effect on our operating results and our stock price could decline. User-generated content. Our business model focuses on user-generated content and as a result, controversial political and social expressions appear on our site with which current or potential customers or business partners may not wish to be associated. In addition, as a service provider that prints and distributes user-generated content, we face allegations related to, and potential liability for, negligence, copyright or trademark infringement or other claims based on the nature and content of materials that we print or distribute. If we lose or alienate current or potential customers or business partners due to the content on our websites, or become subject to liability, we risk damage to our brands, reputation and our business and results of operations. Proper functioning of our websites, systems and infrastructure. The satisfactory performance, reliability and availability of our websites, our marketing activities, our transaction-processing systems and our network infrastructure are critical to our success. Any failure to maintain the satisfactory performance, security and integrity of our websites, system or infrastructure could materially and adversely affect our business, reputation, financial condition and results of operations. Production and fulfillment operations. A significant portion of our production, inventory management, packaging, labeling and shipping processes are performed in a single production and fulfillment center located in Louisville, Kentucky. If our production and fulfillment operations are interrupted for any significant period of time, it could damage our brands and reputation and substantially harm our business and results of operations. Corporate information CafePress Inc., a Delaware corporation, was incorporated as CafePress.com, Inc. in California on October 15, 1999, and reincorporated in Delaware on January 19, 2005. Our corporate headquarters are located at 1850 Gateway Drive, Suite 300, San Mateo, California 94404 and our telephone number is (650) 655-3000. We maintain numerous e-commerce websites including those found at www.cafepress.com, www.canvasondemand.com, www.imagekind.com and www.invitationbox.com. The information contained in or connected to our websites is not a part of, and is not incorporated into, this prospectus and should not be relied on in determining whether to make an investment decision. In March 2012, we entered into an agreement to acquire substantially all of the assets of Logo d Softwear, Inc., an e-commerce provider of personalized apparel and merchandise for groups and organizations. The asset purchase agreement provides for a total initial purchase price of $8.3 million, consisting of $7.5 million in cash and $0.8 million in shares of CafePress common stock priced as of the closing date, as well as contingent rights for the principal stockholder to receive up to $8.6 million in future performance-based cash consideration. In addition, in connection with, and upon closing of, the acquisition, the principal stockholder will receive CafePress stock options to purchase shares of our common stock with an aggregate value of up to $2.1 million, with vesting based on the achievement of certain performance milestones. The contingent right to future earn-out payments will expire either March 31, 2016, or June 30, 2016, depending on the closing date of the acquisition. The acquisition is anticipated to close during the second quarter of 2012, subject to obtaining the requisite approvals and other customary closing conditions. We may not be able to close this acquisition as planned or at all, and may be unable to successfully integrate this business or realize the anticipated benefits of the acquisition. CAFEPRESS, CANVAS ON DEMAND, IMAGEKIND and INVITATIONBOX are among the trademarks or service marks owned by CafePress. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Table of Contents Table of contents Page Prospectus summary 1

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus before deciding whether to invest in the common stock. You should pay special attention to the Risk Factors section of this prospectus to determine whether an investment in the common stock is appropriate for you. This registration statement, including the exhibits and schedules thereto, contains additional relevant information about us and our capital stock. We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may read and copy any document we file at the SEC s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from the SEC s web site at www.sec.gov. About Dais Analytic Corporation We have developed and are commercializing specialty nano-structured polymer materials (Aqualyte ). Using Aqualyte materials we are creating value added products which are designed to: (i) improve the energy efficiency in Heating, Ventilation and Air Conditioning (HVAC) equipment, (ii) replace the chemical refrigerants used in today s HVAC systems as well as most all forms of refrigeration systems; (iii) remove impurities in contaminated water (such as waste water and seawater); and (iv) allow the storage of electrical energy in a device called an ultracapacitor. Dais first commercial product, ConsERV, is a fixed plate energy recovery ventilator unit that attaches to most all forms of HVAC equipment. Through use of the Aqualyte materials, ConsERV assists building and home-owners to increase ventilation thereby improving indoor air quality while often saving energy, lowering CO2 emissions, and allowing for smaller HVAC systems to be installed through the management of moisture and temperature content in the air. Several applications that use the Aqualyte platform are under development. These potential applications include: NanoAir , a water based packaged HVAC system that is potentially capable of achieving improvements in energy efficiency over traditional AC and refrigeration systems, NanoClear , a water clean-up process that has been demonstrated to provide parts per billion potable water from most forms of contaminated water, including salt, brackish or wastewater1, and NanoCap , an energy storage device (ultracapacitor) we are currently researching and developing that uses the attributes of the Aqualyte material to potentially provide significantly greater energy density and power than conventional capacitors or batteries. We are a New York corporation established on April 8, 1993 as Dais Corporation. We subsequently changed our name to Dais Analytic Corporation on December 13, 1999. Our principal executive offices are located at 11552 Prosperous Drive, Odessa, FL 33556. Our telephone number is (727) 375-8484. Our website can be accessed at www.daisanalytic.com and www.conserv.com. Information contained in our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. Our Proprietary Technologies We have multiple pending and issued patents in the U.S., China, Hong Kong and Europe, and under the Patent Cooperation Treaty (PCT). In addition, we co-own two PCT applications with Aegis Biosciences LLC, a biomaterials drug delivery technology company. These patents relate to, or are applications of, our nano-structured polymer materials that perform functions such as ion exchange and modification of surface properties. The polymers are selectively permeable to polar materials, such as water, in molecular form. Selective permeability allows these materials to function as a nano-filter in various transfer applications. These materials are made from base polymer resins available from commercial firms worldwide and possess what we believe to be some unique and controllable properties, such as: Selectivity: Based on our research, we believe that when the polymer is made there are small channels created that are 5 to 30 nanometers in diameter. There are two types of these channels: hydrophilic (water permeable), and hydrophobic (water impermeable). The channels can be chemically tuned to be selective for the ions or molecules they transfer. The selectivity of the polymer can be adjusted to efficiently transfer water molecules from one face to the other using these channels. 1 Testing performed by the Pasco County Water District as reported 3/8/10, and Constellation Technology laboratory as reported 1/5/10 and 1/7/10 TABLE OF CONTENTS Page No. Cautionary Statement Regarding Forward-Looking Statements 1 Prospectus Summary 2

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+PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our common stock. You should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our common stock, including the information discussed under Risk Factors and our financial statements and related notes appearing elsewhere in this prospectus. Unless otherwise indicated herein, the terms we, our, us, or the Company refer to Rib-X Pharmaceuticals, Inc. Overview We are a biopharmaceutical company developing new antibiotics to provide superior coverage, safety and convenience for the treatment of serious and life-threatening infections. Our proprietary drug discovery platform, which is based on Nobel Prize-winning science, provides an atomic-level, three-dimensional understanding of interactions between drug candidates and their bacterial targets and enables us to systematically engineer antibiotics with enhanced characteristics. Our most advanced product candidate, delafloxacin, is intended for use as an effective and convenient first-line therapy primarily in hospitals prior to the availability of a specific diagnosis. Unlike currently available first-line treatments, delafloxacin has the potential to offer broad-spectrum coverage as a monotherapy for serious Gram-negative and Gram-positive bacterial infections, including for methicillin-resistant Staphylococcus aureus, or MRSA, with both intravenous and oral formulations. Most bacteria are broadly categorized as either Gram-positive, meaning that they possess a single membrane and a thick cell wall and turn dark-blue or violet when subjected to a laboratory staining method known as Gram s method, or Gram-negative, meaning that they have two membranes with a thin cell wall and, when subjected to Gram s method of staining, lose the stain or are decolorized. Delafloxacin has completed four Phase 2 clinical trials, including a Phase 2b clinical trial for the treatment of acute bacterial skin and skin structure infections, or ABSSSI. We received results from this Phase 2b trial in December 2011 and plan to commence the first of two planned Phase 3 trials for the treatment of ABSSSI in the second half of 2012. The timing of our second planned Phase 3 clinical trial will depend upon obtaining additional funding beyond the proceeds of this contemplated offering. Based on our current expectations regarding the availability of such funding and subject to the results of these two trials, we anticipate submitting a New Drug Application for delafloxacin for the treatment of ABSSSI as early as the fourth quarter of 2014 and for additional indications thereafter. Our second product candidate, radezolid, is a next-generation, IV/oral oxazolidinone designed to be a potent antibiotic with a safety profile permitting long-term treatment of resistant infections, including those caused by MRSA. We have completed two Phase 2 clinical trials of radezolid. We are also pursuing development of RX-04, our preclinical program partnered with Sanofi, S.A., which has produced new classes of antibiotics that attach to a location on the bacterial ribosome to which no other approved class of antibiotics bind and are designed to combat the most difficult-to-treat, multi-drug resistant Gram-positive and Gram-negative bacteria. Because its protein building function is essential for the life of infection-causing bacteria, the bacterial ribosome is the target of most marketed antibiotics, which work by binding to the ribosome and inhibiting its function. In addition, our pipeline includes RX-05, an antibacterial discovery program, and RX-06, an antifungal discovery program, both of which target newly discovered binding sites within ribosomes. We believe one of our key competitive advantages is our focus on the three-dimensional properties of antibiotics, which is enabled by our proprietary drug discovery platform. Unlike traditional approaches to antibiotic discovery, which generally rely on random screening of Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted. Subject to Completion, Dated May 8, 2012 PRELIMINARY PROSPECTUS 10,000,000 Shares Common Stock This is the initial public offering of shares of the common stock of Rib-X Pharmaceuticals, Inc. We are offering shares of our common stock. We anticipate the initial public offering price will be between $6.00 and $7.00 per share. Our common stock has been approved for listing on the NASDAQ Global Market under the symbol RIBX. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. Investing in our common stock involves risks. See Risk Factors beginning on page 12. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to us $ $ We have granted the underwriters the right to purchase up to 1,500,000 additional shares of common stock to cover over-allotments. Certain of our existing stockholders and their affiliated entities have indicated an interest in purchasing up to approximately $20.0 million in shares of our common stock in this offering at the initial public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, less or no shares to any of these existing stockholders and any of these existing stockholders could determine to purchase more, less or no shares in this offering. The underwriters expect to deliver the shares on , 2012. Deutsche Bank Securities William Blair & Company Lazard Capital Markets Needham & Company The date of this prospectus is , 2012 Table of Contents chemical libraries to identify potential compounds, our discovery team utilizes sophisticated, customized computer software to simulate and predict in three-dimensions both inter- and intra- molecular reactions and resulting properties of compounds including absorption, distribution, metabolism, excretion and toxicology. We combine these exclusive computational tools with our patent-protected, atomic-level insights into the structure of the ribosome to systematically engineer novel antibiotics to avoid resistance and optimize potency, spectrum, efficacy and safety. As a result, we have created a highly efficient and productive drug development engine based on our unique design strategy that effectively leverages structure-based drug design, preparative medicinal chemistry, ribosome biochemistry, molecular biology and pharmacology. According to Datamonitor, in the seven major pharmaceutical markets, which consist of the United States, Japan, the United Kingdom, Germany, France, Italy and Spain, antibiotic product sales totaled approximately $20 billion in 2009 and, within the hospital market, approximately $8 billion was generated from antibiotic sales in 2006. Staphylococcus skin and soft tissue infections in the United States alone accounted for on average nearly 12 million physician and emergency department visits annually in the years from 2001 to 2003 according to the Centers for Disease Control, or CDC. In addition, the Infectious Disease Society of America, or IDSA, estimated in 2004 that nearly two million infections are developed in the hospital setting annually in the United States, resulting in the deaths of 90,000 patients each year. Of these infections, 70% are caused by bacteria that are resistant to one or more antibiotics used to treat them, including those caused by MRSA. The CDC estimated that MRSA alone caused 94,000 life-threatening infections and almost 19,000 deaths in 2005 in the United States, exceeding the number of deaths caused by HIV/AIDS in that year. Based on data provided by GlobalData for the U.S. pharmaceutical market and the global pharmaceutical market, we estimate that the use of antibiotics to treat MRSA has increased at a compounded annual growth rate of 18% for the years from 2005 to 2010 and is forecasted to continue growing through 2017. The three major branded antibiotics used for the treatment of serious infections, Zyvox (linezolid), Cubicin (daptomycin) and Tygacil (tigecycline), generated U.S. sales in 2011 of $640 million, $699 million and $148 million, respectively. In addition, there were over four million courses of vancomycin, a generic drug used to treat serious infections caused by resistant Gram-positive bacteria like MRSA, dosed in 2009. According to the Joint Commission, formerly the Joint Commission on Accreditation of Healthcare Organizations, hospitals are generally required to begin administering antibiotics to patients with serious infections within six hours of presentation to the hospital, well in advance of the up to 48 hours required to diagnose the particular bacteria causing the infection. As a result, this first-line antibiotic therapy needs to offer a broad spectrum of antibacterial coverage that includes MRSA. Because there is no single broad-spectrum antibiotic available that is safe for first-line use and also has potency against MRSA, according to Datamonitor, the current first-line standard of care for serious infections is an antibiotic cocktail consisting of the twice-daily intravenous, or IV, administration of vancomycin for MRSA coverage, and one or more additional antibiotics to broaden the overall spectrum of coverage. The use of vancomycin, a narrow-spectrum Gram-positive treatment, may be increasingly limited due to its risk of adverse side effects and the rise of vancomycin-resistant bacterial strains in recent years. According to Datamonitor, these limitations often require the use of a second-line treatment, such as Cubicin or Zyvox, for MRSA and other resistant Gram-positive bacteria. However, as indicated in its prescribing information, Cubicin is only available in an IV form and requires laboratory monitoring at least weekly for toxic side effects. Although Zyvox has an available oral form, as indicated in its prescribing information, it requires active monitoring for use beyond two weeks Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY Our Business We are a leading provider of digital marketing software solutions that help organizations engage with their customers across multiple interactive channels. Our solutions empower marketers to design, automate, and optimize data-driven campaigns that generate superior engagement, increased business value through greater customer conversions, and measurable return on marketing investment. Our Lyris HQ and Lyris ListManager platforms improve marketing efficiency by providing campaign management and automated message delivery, using robust segmentation and analytics of real-time social, mobile, and web interactions. Lyris HQ is offered as a Software-as-a-Service ("SaaS") solution for enterprises, while Lyris ListManager is offered as an on-premises solution primarily for the small and medium business ("SMB") market. We make our solutions available through annual and multi-year subscriptions based on messaging volume, platform fees, and professional services. During the three months ended March 31, 2012, over 5,000 organizations worldwide were actively using our solutions. Our solutions help companies increase customer conversions and grow revenues by automating targeted message flows that facilitate superior customer experiences. Our private cloud technology stack is architected for "big data" to consolidate and analyze large amounts of vital behavioral and transactional information from online activities in order to increase the relevance of every customer message. With more than ten years' experience, and billions of digital messages processed by our solutions, we are continuously creating new ways for companies to deliver value to their customers. Our sales and marketing activities are based in our Emeryville, California headquarters, with additional direct sales personnel located throughout the United States, Europe, Latin America, and Australia. We extend our sales reach through a large network of marketing service providers who use our solutions to serve their customers. Our dedicated customer success team focuses on retaining and growing existing customers. We deliver services and support that help organizations maximize the value of their digital marketing efforts driven by Lyris solutions. Our customers operate in many industries, including technology, retail, publishing, entertainment, and telecommunications, and include over 800 leading organizations such as American Public Media, Carter's, Christie's, Collier's, ESPN, Expedia Cruise Ship Centers, Harvey Nichols, McAfee (Intel), Morgan Stanley, NBCUniversal Media, Nvidia, PennWell, Ryanair, Smith Micro Software, Telstra, Viewsonic, and many others. Over 4,200 additional organizations utilize our solutions through their relationships with our marketing service provider customers. Highlights of our recent financial performance include: Recurring revenue, consisting of subscription and support and maintenance revenue, represented 84% of total revenues during the nine months ended March 31, 2012. Sales of Lyris HQ grew from $9.3 million in fiscal 2009 to $18.5 million in fiscal 2011, a 41% CAGR, and from $13.9 million during the nine months ended March 31, 2011, to $15.1 million during the nine months ended March 31, 2012, an increase of 9%. In July 2011, we intensified our new product development activities associated with our Lyris HQ Enterprise, which we expect to release in September, 2012. We increased our operating expenses, excluding non-cash impairment charges, by $0.1 million, or 1%, from $19.8 million during the nine months ended March 31, 2011, to $19.9 million during the nine months ended March 31, 2012. We returned to profitability for the three months ended March 31, 2012, due to a tighter focus on our core business and expense management, recording $0.6 million of net income. For the nine months ended March 31, 2012, we achieved Adjusted EBITDA of $2.1 million. For more AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (1)Email Statistics Report, 2012-2016, The Radicati Group, Inc., April 10, 2012. (2)Facebook, Inc. Form S-1 Registration Statement, as amended, filed May 15, 2012. (3)"Twitter Hits Nearly 200M Accounts, 110M Tweets Per Day," Oliver Chang, Forbes, January 19, 2011. (4)Forrester US Interactive Marketing Forecast, 2011 to 2016, Forrester Research, Inc., August 24, 2011. Table of Contents Inability to connect with customers across multiple interactive channels, where they are most likely to engage and execute a buying decision or activity; Significant time and expense of coordinating consistent message delivery across disparate point solutions that are built around specific interaction channels (e.g., email, social, web, etc.), and not around the complete customer buying process; Complex and expensive infrastructure technology and security requirements to enable multi-channel digital marketing programs; and Difficulty satisfying existing and new regulatory standards such as those related to deliverability and online permissioning. Our Solutions Our cross-channel marketing solutions help organizations engage with their customers and prospects in relevant and meaningful ways. We enable users to process real-time data in order to deliver targeted, relevant message flows, and are continuously expanding the ways organizations can deliver value to their customers. In the evolving digital communications market, key benefits of our solutions include: Behavioral targeting powered by tightly integrated analytics: Our platform integrates real-time analytics with email and social media messaging, which empowers marketers to engage with audiences relevantly across multiple channels using personalized information. Automation and real-time communications: Our solutions offer sophisticated automation capabilities that integrate real-time message delivery, including triggered drip campaigns, transactional email messages, and web behavioral events (such as web bounce, cart abandon, and transaction completion). Unified, modular, scalable cloud-based architecture: Our platform brings together multiple digital marketing capabilities that may be accessed and used as needed and can scale to meet existing and new customers' data storage, processing, and performance requirements. Flexible and secure infrastructure: Our infrastructure is designed and developed for secure access and extensibility. Our SaaS solutions enable direct data and functional integrations from external systems to our platform to extend value across the enterprise. Regulatory compliance and best practice message deliverability: We support customer delivery of messages using sophisticated monitoring and management tools, and our deliverability specialists facilitate compliance with commercial standards and industry regulations. Advanced next generation solutions: Lyris HQ Enterprise, which is currently in beta testing, combines marketing analytics with real-time segmentation to deliver relevant messages at every interaction. Lyris HQ Enterprise has been developed on a "big data" architecture that enables massively parallel data processing from any relevant data source, and helps marketers identify actionable insights and execute precision targeting across previously inaccessible revenue opportunities. Our Competitive Strengths We have a deep heritage of pioneering the digital marketing industry and a proven history of innovating new solutions that help marketers develop meaningful connections with their customers. We address a broad spectrum of digital marketing automation requirements, and are constantly developing new features and capabilities to help organizations execute high-impact digital campaigns. 6401 Hollis Street, Suite 125 Emeryville, CA 94608 (800) 768-2929 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents Technology: We developed the first digital marketing solution to natively integrate web analytics. All of our SaaS solutions are designed to support cross-channel marketing automation, customer data management, and real-time analytics in order to increase engagement, drive conversion, and maximize revenue. Intellectual Property: The intellectual property we hold as a result of our investment in technology development allows us to offer a broader and more defensible suite of solutions in the competitive marketplace. Team: We have built sales, marketing, and service capabilities, including international research and development, to quickly deliver our solutions worldwide. We have assembled an exceptional leadership team of industry veterans that have helped their prior organizations scale and succeed globally. Experience: We have deep domain expertise and a proven ability to understand the needs of our customers. We have successfully partnered with organizations ranging from Global 1000 to upper mid-market, educational, government, and other organizations to deliver measurable value. We complement all of our software solutions with professional services to help our customers consistently realize value from their marketing initiatives. Flexible, scalable platform: Our multi-tenant cloud-based infrastructure allows our customers to cost-effectively access sophisticated digital messaging capabilities and manage large amounts of data and transaction volumes while maintaining high availability. Our solutions are designed so customers can easily add new data sources and functionality as they expand their marketing programs across digital interaction channels. Our Growth Strategy We seek to provide the best on-demand digital marketing solutions for our customers. To achieve our objective, we are focused on the following key strategies: Grow our customer base: We intend to add direct sales personnel to expand our customer base and nurture our network of business partners, agencies, and marketing service providers to drive new customer and revenue growth. Increase revenue from existing customers: We seek to expand revenues from our existing customer base by cross-selling and up-selling new products and services. Strengthen our technology solutions: We believe that continued investment in research and development is critical to our ability to develop and enhance our solutions and technologies. We recently added significant new functions to Lyris HQ, including a mobile application and enhanced platform usability. We have also made a major investment in the design, development, and customer testing of our new Lyris HQ Enterprise platform. Invest in the best people: We plan to hire and retain a highly talented and productive workforce, and continue to be a great place to work where our employees are inspired to contribute their best efforts towards Lyris' future success. Gain mindshare in the digital marketing sector: We intend to strengthen our position in the digital marketing industry by introducing differentiated offerings and launching sophisticated content marketing initiatives, such as industry guides, webinars, whitepapers, and best practice studies to generate market demand and global brand awareness. Wolfgang Maasberg President and Chief Executive Officer Lyris, Inc. 6401 Hollis Street, Suite 125 Emeryville, CA 94608 (800) 768-2929 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Selected Risks Associated with Our Business Our business is subject to many risks and uncertainties, which you should be aware of before making an investment decision. These risks and uncertainties are discussed more fully in the section of this prospectus entitled "Risk Factors" and include, but are not limited to, the following: We have a recent history of losses, and we may not return to or sustain profitability in the future. The markets in which we compete are highly competitive, and some of our competitors have significantly more resources than we have. We may not be able to sustain or manage future growth effectively. We may not be able to attract new customers, retain existing customers or sell additional functionality and services to existing customers. We have been dependent on our customers' use of email as a channel for digital marketing. Corporate Information Lyris, Inc. is incorporated under the laws of the State of Delaware. Our global headquarters are located at 6401 Hollis Street, Suite 125, Emeryville, CA 94608, and our telephone number is (800) 768-2929. We conduct our business in over 35 countries, with subsidiaries in Argentina, Australia, Brazil, Canada, and the United Kingdom. Our foreign subsidiaries are generally engaged in providing sales, account management, and support. Our website address is www.lyris.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. Unless otherwise indicated, the terms "Lyris," "we," "us" and "our" refer to Lyris, Inc., together with its consolidated subsidiaries. Lyris is our registered trademark in the United States, and the Lyris logo and all of our product names are our trademarks. Other trademarks appearing in this prospectus are the property of their respective holders. Copies to: Horace Nash, Esq. Niki Fang, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500 Leib Orlanski, Esq. Melissa Brown, Esq. K&L Gates, LLP 10100 Santa Monica Blvd., 7th Floor Los Angeles, CA 90067 (310) 552-5000 Table of Contents THE OFFERING Common stock offered 2,000,000 Shares Common stock to be outstanding after this offering 11,411,083 Shares Over-allotment option 300,000 Shares Use of proceeds We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be approximately $ million (or approximately $ million if the underwriter's over-allotment option to purchase additional shares in this offering is exercised in full), based upon an assumed public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable. We expect to use the net proceeds from this offering for hiring sales and marketing personnel, product development, and general working capital and other general corporate purposes. We may also use a portion of the net proceeds to invest in or acquire complementary businesses, products, services, technologies or other assets. See "Use of Proceeds." Over-the-Counter Bulletin Board trading symbol "LYRI.OB" Proposed NASDAQ Stock Market symbol "LYRI" The number of shares of our common stock to be outstanding after this offering is based upon 9,411,083 shares of common stock outstanding as of March 31, 2012 and does not include: 114,132 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2012 with a weighted-average exercise price of $5.35 per share; 564,127 shares of common stock issuable upon the exercise of stock options granted after March 31, 2012, with a weighted-average exercise price of $1.80 per share; 187,500 shares of common stock issuable upon the settlement of outstanding restricted stock units ("RSUs") as of March 31, 2012; and 814,626 shares of common stock reserved for future issuance under our 2005 Equity Incentive Plan. All share and per share amounts presented in this prospectus have been adjusted to give effect to the 15-to-1 reverse stock split for our common stock that took effect on March 12, 2012. Except as otherwise indicated, all information in this prospectus assumes the filing of our amended and restated certificate of incorporation, which will occur upon the completion of this offering, and no exercise by the underwriter of its option to purchase up to an additional 300,000 shares of our common stock in this offering. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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 (the "Securities Act"), check the following box. If this Form is filed 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-effective amendment filed pursuant to Rule 462(c) 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-effective amendment filed 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Table of Contents SUMMARY CONSOLIDATED FINANCIAL DATA The following tables summarize our consolidated financial data. We derived the summary consolidated statements of operations data for the years ended June 30, 2010, and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We derive the summary consolidated statement of operations data for the year ended June 30, 2009, from our audited consolidated financial statements which are not included in this prospectus. We derived the unaudited summary consolidated statements of operations data for the nine months ended March 31, 2011 and 2012, and the unaudited summary consolidated balance sheet data as of March 31, 2012 from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future, and our results for the nine months ended March 31, 2012 are not necessarily indicative of the operating results to be expected for the full year ending June 30, 2012 or any other period. You should read the following summary consolidated financial data in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. Years Ended June 30, Nine Months Ended March 31, 2009 2010 2011 2011 2012 (unaudited) (in thousands, except per share data) Revenues: Recurring revenue: Subscription revenue: Lyris HQ $ 9,332 $ 17,375 $ 18,535 $ 13,861 $ 15,071 Legacy products 23,243 16,508 11,899 9,357 6,894 Total subscription revenue 32,575 33,883 30,434 23,218 21,965 Support and maintenance revenue 5,156 4,185 3,649 2,748 2,829 Total recurring revenue 37,731 38,068 34,083 25,966 24,794 Professional services revenue 1,865 3,491 4,150 3,209 3,344 Software revenue 3,692 2,687 1,892 1,368 1,354 Total revenues 43,288 44,246 40,125 30,543 29,492 Cost of revenues(1)(2) 18,761 20,632 20,705 15,011 10,741 Gross profit 24,527 23,614 19,420 15,532 18,751 Operating expenses:(1)(2) Sales and marketing 14,511 13,484 14,584 10,485 7,024 General and administrative 6,318 6,921 8,233 6,362 6,817 Research and development 3,563 3,246 2,032 1,765 4,784 Amortization and impairments 18,731 1,999 1,857 1,192 10,672 Total operating expenses 43,123 25,650 26,706 19,804 29,297 Loss from operations (18,596 ) (2,036 ) (7,286 ) (4,272 ) (10,546 ) Interest and other income (expense), net (469 ) (231 ) 150 (111 ) (303 ) Loss before income tax provision and non-controlling interest (19,065 ) (2,267 ) (7,136 ) (4,383 ) (10,849 ) Income tax provision (benefit) (45 ) 474 (161 ) (54 ) 61 Net loss (19,020 ) (2,741 ) (6,975 ) (4,329 ) (10,910 ) Less: Net loss attributable to non-controlling interest (2 ) (9 ) Net loss attributable to Lyris, Inc (19,020 ) (2,741 ) (6,973 ) $ (4,329 ) (10,901 ) Basic and diluted: Net loss per share $ (2.76 ) $ (0.39 ) $ (0.86 ) $ (0.54 ) $ (1.25 ) Weighted average shares used in calculating net loss per common share(3) 6,881 7,097 8,084 8,087 8,742 Other Non-GAAP financial measures: Adjusted EBITDA(4) $ 3,605 $ 3,245 $ (1,461 ) $ (223 ) $ 2,109 The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. (1)The pro forma column reflects the receipt of $ in net proceeds from our sale of shares of common stock in this offering at an assumed public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable. A $1.00 increase or decrease in the assumed public offering price of $ per share would increase or decrease our pro forma cash and cash equivalents, working capital, total assets and total stockholders' equity by $ million, assuming that the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable. Table of Contents EXPLANATORY NOTE Lyris, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1, to reclassify expenses between cost of revenues and research and development. Because this is a change in the classification of expenses, our revenue, total expense, income (loss) from operations, net income (loss), or earnings (loss) per share will not be affected by the reclassification. All prior year amounts remain unchanged. In July 2011, we shifted the focus of the engineering team away from product support, to product development. Our engineers are now primarily focused on the development of our next generation product line, and increasing the functionality and enhancing the ease of use of our on-demand software. As a result of this shift, engineering expenses that previously were considered cost of revenues are now reclassified as research and development to better reflect this change in our engineering focus at the time that change occurred. Our Audit Committee, after considering all the relevant quantitative and qualitative measures, determined that the change in classification was not material. However, it concluded that our financial statements for the quarters ended September 30, 2011, December 31, 2011, March 31, 2012 and for the nine months ended March 31, 2012 should be reclassified to reflect the reclassification of engineering expenses as a result of this change in our engineering focus. Table of Contents Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA We calculate Adjusted EBITDA as net income (loss) before interest and other (income) expense, net, which includes interest income, interest expense, and other income and expense, income tax provision (benefit), depreciation and amortization of property & equipment, impairment of goodwill, impairment of capitalized software, gain on disposal of discontinued operation, reorganization and severance, reversal of balance sheet reserve, and stock-based compensation. We believe that Adjusted EBITDA, provides useful, supplemental information regarding our operating performance and is often used by investors and analysts in their evaluation of companies such as ours. We also believe that Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with our peer companies, many of which use similar Non-GAAP financial measures to supplement their GAAP results. In addition, we use Adjusted EBITDA as a measurement of our operating performance because it assists us in comparing our operating performance on a consistent basis by removing the impact of certain non-cash and non-operating items. It is useful to exclude certain non-cash charges, such as amortization of intangible assets and stock-based compensation and non-core operational charges, such as goodwill impairments, from Adjusted EBITDA because the amount of such expenses in any specific period may not be directly correlated to the underlying performance of our business operations and these expenses can vary significantly between periods. We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to determine incentive compensation for our executive officers, to evaluate the effectiveness of our business strategies, to verify compliance with the covenants of our credit facility, and to communicate with our board of directors ("Board") concerning our financial performance. We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using Non-GAAP financial measures, including that other companies may calculate these measures differently than we do, that they do not reflect our capital expenditures or future requirements for capital expenditures and that they do not reflect changes in, or cash requirements for, our working capital. The following table provides a reconciliation from net income (loss) to Adjusted EBITDA for the years ended June 30, 2009, 2010, and 2011 and the nine months ended March 31, 2011 and 2012: Year Ended December 31, Nine Months Ended March 31, 2009 2010 2011 2011 2012 (unaudited) (in thousands) Net loss (19,020 ) (2,741 ) (6,975 ) (4,329 ) (10,910 ) Interest and other (income) expense net 469 231 (150 ) 111 303 Income tax expense (benefit) (45 ) 474 (161 ) (54 ) 61 Depreciation and amortization of property & equipment 1,178 1,085 1,563 813 918 Amortization of intangibles 3,618 3,751 2,264 1,856 1,882 Impairment of goodwill 17,042 9,000 Impairment of capitalized software 408 385 Gain on disposal of discontinued operation (284 ) Reorganization and severance 1,062 1,062 Reversal of balance sheet reserve (325 ) (325 ) Stock-based compensation 647 445 853 643 470 Adjusted EBITDA 3,605 3,245 (1,461 ) (223 ) 2,109 Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Dated July 26, 2012 Shares COMMON STOCK Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled "Risk Factors" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment in our common stock. Company Overview Proofpoint is a pioneering security-as-a-service vendor that enables large and mid-sized organizations worldwide to defend, protect, archive and govern their most sensitive data. Our security-as-a-service platform is comprised of an integrated suite of on-demand data protection solutions, including threat protection, regulatory compliance, archiving and governance, and secure communication. Our solutions are built on a flexible, cloud-based platform and leverage a number of proprietary technologies, including big data analytics, machine learning, deep content inspection, secure storage and advanced encryption, to address today's rapidly changing threat landscape. A fundamental shift in the sources of cyber crime, from hackers to organized crime and governments, combined with the emergence of international data trafficking, are driving an unprecedented wave of targeted, malicious attacks designed to steal valuable information. At the same time, the growth of business-to-business collaboration, as well as the consumerization of IT and the associated adoption of mobile devices and unmanaged Internet-based applications, have proliferated sensitive data and reduced the effectiveness of many existing security products. These factors have contributed to an increasing number of severe data breaches and expanding regulatory mandates, all of which have accelerated demand for effective data protection and governance solutions. Our platform addresses this growing challenge by not only protecting data as it flows into and out of the enterprise via on-premise and cloud-based email, instant messaging, social media and other web-based applications, but also securely archiving these communications for compliance and discovery. We address four important problems for the enterprise: Keeping malicious content out; Preventing the theft or inadvertent loss of sensitive information and, in turn, ensuring compliance with regulatory data protection mandates; Collecting, retaining, governing and discovering sensitive data for compliance and litigation support; and Securely sharing sensitive data with customers, partners and suppliers. Our platform and its associated solutions are sold to customers on a subscription basis and can be deployed through our unique cloud-based architecture that leverages both our global data centers as well as optional points-of-presence behind our customers' firewalls. Our flexible deployment model enables us to deliver superior security and compliance while maintaining the favorable economics afforded by cloud computing, creating a competitive advantage for us over legacy on-premise and cloud-only offerings. Our solutions are used by approximately 2,400 customers worldwide, including 26 of the Fortune 100, protecting tens of millions of end-users. We market and sell our solutions worldwide both directly through our sales teams and indirectly through a hybrid model where our sales organization actively assists our network of distributors and resellers. We also distribute our solutions through strategic partners including International Business Machines Corp. (IBM), Microsoft Corporation and VMware, Inc. AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents Industry Background A number of trends are leading to a significant shift in the nature and severity of data security threats and the measures required to address them: Data security attacks are becoming more sophisticated and targeted. Professional criminals, governments and "hacktivists" are increasingly pursuing sensitive information, causing threats to shift from generic malware and high-volume spam to more targeted attacks, including "spear phishing" attacks, focused on high-value financial data. Consumerization of IT and growth of business-to-business collaboration increases risk of data loss. The widespread adoption of consumer technologies in the enterprise and the increasing need for business partners to exchange sensitive data make it more challenging for enterprises to control and govern their data. Consequences of data breaches have become more severe. The monetary and reputational cost of data breaches, whether malicious or inadvertent, is increasing rapidly. An ongoing wave of high profile breaches in multiple industries has exposed a broad range of data, including personal information, diplomatic communications, online banking credentials, financial accounts and health care records. Regulatory mandates create additional data protection and governance requirements. Governments around the world and at all levels of jurisdiction are continuing to enact new laws regarding data protection and privacy as well as new regulations to mandate closer oversight over all aspects of regulatory compliance. To protect their data assets, organizations have typically employed a number of disparate on-premise security products. However, these solutions are not well suited to addressing today's challenges and many organizations are still unable to adequately protect their data assets for a variety of reasons, including: Legacy threat protection products are increasingly vulnerable to modern targeted attacks. Widely deployed threat protection products are often ineffective against today's more advanced, targeted attacks. Siloed, reactive security and compliance offerings provide inadequate data protection. Legacy security architectures lack the integration and common policy framework to effectively protect and govern data across the enterprise. Traditional security architectures assume data is behind corporate firewalls. With the consumerization of IT and the associated adoption of mobile devices and cloud-based applications, valuable corporate data is now widely distributed. Legacy systems are unable to provide adequate data protection in this new environment because they are not designed to apply data loss prevention technologies to webmail, Internet-based collaboration applications or social networking sites. Inflexible, cumbersome security and compliance systems are often bypassed by end-users. Most existing solutions are inflexible, cumbersome to use, and hinder end-users' day-to-day business activities, all of which lead end-users to bypass them. Discrete, hardware-based offerings have high total cost of ownership. Traditional on-premise security and archiving products are time consuming to deploy and manage, require redundancy and excess capacity to handle peak-level workloads, and are difficult and expensive to upgrade. *See "Industry and Market Data." The Proofpoint Solution Our integrated suite of on-demand security-as-a-service solutions enables large and mid-sized organizations to defend, protect, archive and govern their sensitive data. Our comprehensive platform provides threat protection, regulatory compliance, archiving and governance, and secure communication. These solutions are built on a cloud-based architecture, protecting data not only as it flows into and out of the enterprise via on-premise and cloud-based email, instant messaging, social media and other web-based applications, but also securely archiving these communications for compliance and discovery. We have pioneered the use of innovative technologies to deliver better ease-of-use, greater protection against the latest advanced threats, and lower total cost of ownership than traditional alternatives. The key elements of our solution include: Superior protection against advanced, targeted threats. We use a combination of proprietary technologies for big data analytics, machine learning and deep content inspection to detect and stop targeted "spear phishing" and other sophisticated attacks. By processing and modeling billions of requests per day, our technology can recognize anomalies in traffic flow to detect targeted attacks, distinguish between valid messages and "phishing" messages, and detect targeted "zero-hour" attacks in realtime and quarantine them appropriately. Comprehensive, integrated data protection suite. We offer a comprehensive solution for data protection and governance through an integrated, security-as-a-service platform that improves an organization's ability to detect and mitigate inbound and outbound threats and securely archive and discover communication across all major communication channels including email, instant messaging, social media and other web-based applications. Designed to empower end-users. Our solutions actively enable secure, business-to-business and business-to-consumer communications and make it easy for end-users to share information. Security optimized cloud architecture. Our multi-tenant security-as-a-service solution enables us to leverage the benefits of the cloud to cost-effectively deliver superior security and compliance while optimizing each deployment for the customer's unique threat environment. Extensible security-as-a-service platform. Our security-as-a-service platform integrates with internally developed applications as well as with those developed by third parties while also providing a means to integrate with the other security and compliance components deployed in our customers' infrastructures. 892 Ross Drive Sunnyvale, CA 94089 (408) 517-4710 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents Our Business Strategy Our objective is to be the leading security-as-a-service provider of next-generation data protection and governance solutions. The key elements of our strategy include: Grow our customer base; Broaden the adoption of our platform with existing customers; Grow and further expand our international presence; Extend our channel partner network; Leverage and extend the capabilities of our security-as-a-service platform; and Protect against threats from established and emerging communication and collaboration platforms. Recent Developments The following financial information for the quarter ended March 31, 2012 is preliminary, based upon our estimates and subject to completion of our quarter-end financial closing procedures. This data has been prepared by and is the responsibility of management and has not been reviewed or audited by our independent registered public accounting firm. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect to this preliminary data. This summary is not a comprehensive statement of our financial results for the quarter and our actual results may differ from these estimates. Total revenue for the quarter ended March 31, 2012 is expected to be between $23.5 million and $24.5 million, which would represent an increase of between 25.0% and 30.3% from total revenue of $18.8 million for the quarter ended March 31, 2011. We expect our total expenses for the quarter ended March 31, 2012, including cost of revenue and operating expense, to be consistent with the quarter ended December 31, 2011, primarily as a result of certain non-recurring marketing expenses and legal and acquisition costs that occurred in the quarter ended December 31, 2011, offset by an increase in cost of revenue and research and development expenses in the quarter ended March 31, 2012. Therefore, we expect a modest improvement in our operating loss in the quarter ended March 31, 2012 relative to the quarter ended December 31, 2011. These preliminary results should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," in particular " Components of Our Results of Operations" and " Quarterly Results of Operations" therein, and our consolidated financial statements and the related notes included elsewhere in this prospectus. Risks Affecting Us Our business is subject to numerous risks, as highlighted in the section entitled "Risk Factors" immediately following this prospectus summary. Some of these risks include: We have a history of losses, and we may not achieve profitability in the future; We operate in a highly competitive environment with large established competitors; If we are unable to maintain high subscription renewal rates or sell additional solutions to current subscribers, our future revenue and operating results will be harmed; If our solutions fail to protect our customers from security breaches, our brand and reputation could be harmed; If our customers experience data losses, our brand, reputation and business could be harmed; and Gary Steele Chief Executive Officer Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 (408) 517-4710 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents If enterprises continue to migrate to cloud-based email systems, and we fail to develop, market, or enhance our solutions so that they are valued by either our existing customers currently using these cloud-based systems or by new prospects, our ability to grow or maintain our revenue could be harmed. Corporate Information We were incorporated in Delaware in 2002. Our principal executive offices are located at 892 Ross Drive, Sunnyvale, California 94089, and our telephone number is (408) 517-4710. Our website address is www.proofpoint.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. Unless otherwise indicated, the terms "Proofpoint," "we," "us" and "our" refer to Proofpoint, Inc., a Delaware corporation, together with its consolidated subsidiaries. "Proofpoint" is our registered trademark in the United States, and the Proofpoint logo and all of our product names are our trademarks. This prospectus contains additional trade names, trademarks, and service marks of ours and of other companies. We do not intend our use or display of other companies' trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders. Copies to: Matthew P. Quilter, Esq. Jeffrey R. Vetter, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500 Michael T. Yang, Esq. Proofpoint, Inc. 892 Ross Drive Sunnyvale, CA 94089 (408) 517-4710 Jeffrey D. Saper, Esq. Robert G. Day, Esq. Michael E. Coke, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 Table of Contents The Offering Common stock offered by us 5,000,000 shares Common stock offered by the selling stockholders 1,199,421 shares Total common stock offered 6,199,421 shares Common stock to be outstanding after this offering 29,527,817 shares Use of proceeds We expect to use the net proceeds that we receive from this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, services, technologies or other assets. We will not receive any proceeds from the sale of shares by the selling stockholders. See "Use of Proceeds."

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights selected information and does not contain all the information that may be important to you. You should carefully read this prospectus, any related prospectus supplement and the documents we have referred you to in "Where You Can Find More Information" on page 42 before making an investment in our common stock, including the Risk Factors section beginning on page 10. In this prospectus, references to "Company," "we," "us" and "our" refer to Vecast Inc. and our subsidiaries including Vecast China Co., Ltd., Vecast Software Co., Ltd., and Vecast Info. Co., Ltd., a Vecast China Co., Ltd. subsidiary incorporated in May, 2012.

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+PROSPECTUS SUMMARY The following summary highlights information contained in this prospectus and should be read in conjunction with the more detailed information contained in this prospectus and the consolidated financial statements and related notes appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including the "Risk Factors" section in this prospectus. Unless the context otherwise requires, we use the terms "BlackStratus," the "Company," "we," "us" and "our" in this prospectus to refer to BlackStratus, Inc. and its subsidiaries. Unless the context requires otherwise or we specifically indicate otherwise, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option. Unless otherwise indicated, all share and per share numbers in the prospectus have been retroactively adjusted to reflect a 1-for- reverse stock split of our common stock, which was effective on , 2012. BLACKSTRATUS, INC. Business Overview We are a leading provider of cloud-based security information and event management (SIEM) software solutions deployed and operated by "Security as a Service" (SECaaS) providers of all sizes, government agencies and individual enterprises. Our SIM One technology is used by organizations worldwide to detect, prevent and defend against both major and minor IT security breaches from the end point to the data center, to the "Cloud." The SIM One technology delivers a correlated and centralized, real-time view of alerts, status messages and a variety of security events generated by disparate third-party security products (such as firewalls, anti-virus products, intrusion detection software, etc.), allowing security professionals to identify and stop potential threats in real time. Specifically, our technology allows our SECaaS partners to sell multiple types of cloud-based security services to their customers, including security event analysis and notifications about real-time threats to the customer's IT infrastructure, in addition to providing continuous and secure logging of all of their customer's security event data for compliance and audit purposes. Further, our own direct enterprise and government customers deploy our technology within their own private clouds for multiple location and agency use, or deploy it within their individual data centers for use by their security operations team. Formed in 1999 selling into enterprise security operations centers, BlackStratus changed its market focus beginning in late 2008 to service the rapid growing cloud-based SECaaS market. Since changing our focus we have achieved the following: Transformed our revenue mix from primarily enterprise SIM One deployments in 2008 to a majority of SECaaS partners and logging sales in 2011 (52%). Architected our technology to address unique cloud security requirements such as multi-tenancy and the ability to have multiple customers managed off of a single platform. Signed and partnered with three multinational telecommunication carriers on three separate continents all with revenues in excess of $20B US. Had our technology adopted by over fifteen SECaaS partners worldwide. In 2009, completed the successful acquisition of HighTower Software expanding our product offerings and market reach. BlackStratus technology plays an important role in managing the growing big data security challenges and scale issues created by the rise of three interrelated market forces, cloud computing, mobile device proliferation, and the rise of social networks. Whether placing their customer Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Table of Contents information into the Cloud through SalesForce.com, allowing employees access to email on their iPhones, or having employees post to Facebook from the company network, IT administrators are now overwhelmed by the serious security exposure these trends have unleashed on their networks. BlackStratus technology actively and in real time, detects, prevents and defends against the growing and challenging multitude of security challenges wrought by these productive but disruptive technology trends. Our ability to consume and correlate millions of events at a time through the Cloud or a network and identify and prevent security breaches in real time is a mission critical component of our customers and partners ability to manage through these market forces and to meet the legal obligations of their service level agreements (SLAs) with their customers. Our Industry Managed Security Service Partners (MSSPs) offer end-user customers their expertise to manage security on-site in the customer's environment and, increasingly, off-site and in the Cloud through SECaaS offerings. The rapid growth of and demand for MSSP providers and SECaaS solutions is primarily the result of companies and enterprises responding to increasing regulatory requirements, decreasing IT budgets, the capital expense involved in deploying security technology and the difficulty and expense of hiring and retaining qualified IT personnel with the requisite security expertise. According to the November 2011 Gartner Magic Quadrant report, MSSPs realized North American revenue of $2.3 billion in 2010, up from $1.8 billion in 2009. The report estimated that MSSP revenue would increase to $2.8 billion in 2011. The report also states that the global economic environment continues to drive businesses to limit hiring and increase demand for managed services. Gartner expects growth to continue at a compound annual growth rate of 14% from 2011 to 2015, which suggests that it will be one of the higher growth sectors in the IT industry. Our Solutions and Products Our SIM One platform detects, prevents and defends against security breaches at the local network level as well as in the Cloud. It identifies in real-time both potential and actual high severity security events presenting the data in a rich, consolidated graphical view for security professionals to prioritize responses to threats and risks in their, or their customer's, cloud and IT infrastructure. The platform collects security event data from diverse sources including firewalls, intrusion prevention systems, servers and desktops as well as many others. It then applies through its patented engine technology, multiple levels of sophisticated correlation that identify potential and real security problems that a single point product with no correlation, such as a firewall, might miss. Once a threat has been identified an operator can prevent the occurrence and or remediate the security breach through the use of our Incident Response Manager. Our Cinxi One appliance is a fully integrated as well as stand alone component of the SIM One platform that provides an efficient and scalable storage solution for the preservation of security event logs which are often required by regulatory agencies for compliance purposes and for creating a legal chain of custody in the case of a prosecution of a hacker. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 13, 2012 Table of Contents We have designed our products to provide a comprehensive solution to meet the challenge of identifying and resolving security threats. The principal ways in which our solutions address these challenges include: Carrier Class Technology and Architecture. We designed our solutions to perform in the largest and most demanding IT environments in the world where "up time" and quality of service are paramount to meet increasingly stringent service level agreements. Interoperability. Our ability to identify, collect and normalize data from a broad range of disparate and heterogeneous third-party devices allows us to rapidly deploy our platform inside our MSSP and enterprise customers' IT infrastructures. Scalability. We designed our SIM One platform and Cinxi One appliance to consume thousands of security events per second and hundreds of millions of security events per day. Real-Time Correlation and Actionable Security Intelligence. Our multi-level correlation processes network security events through multiple levels of memory filtering to identify security breaches and policy violations as the events occur, allowing organizations to take preventive action prior to a violation as opposed to corrective action after the violation has occurred. Multi-Tenant Architecture. In order to provide SECaaS offerings to their customers, our MSSP partners must be able to manage hundreds of multiple customers through a single instance of our platform. Our multi-tenant architecture provides this capability. In late 2008, we strategically realigned to focus on the emerging MSSP and SECaaS markets. We redesigned our platform to provide additional and expanded capabilities to address the unique requirements associated with providing real-time security event correlation in and through the Cloud. Our 2009 acquisition of the High Tower Software gave us an appliance-based logging and SIEM application and added both customer premise and cloud-based logging to our platform. Shares Common Stock Table of Contents Our Strategy Our objective is to be the premier provider of cloud-based SECaaS through our MSSP and Managed Service Partners (MSP) partners worldwide. We characterize SECaaS offerings to include Logging, Monitoring, Management, Auditing and Proactive Prescription, and we intend to make SECaaS readily available to individual enterprises by providing our solution to power our partners' multi-tenant SECaaS platforms. We have segmented our partner market into three tiers to better address their distinct needs: 1. Tier 1 partners include broad based telecommunication companies, large MSSPs and other hosting companies. 2. Tier 2 partners include geographic and industry specific MSSPs. 3. Tier 3 partners include MSPs who primarily offer network management services to their customers today as opposed to security management services. Key elements of our strategy include: Growing Our MSSP Partner Base. We plan to increase our presence globally by expanding our sales and marketing team with the objective of adding additional MSSP and MSP partners to our existing base. Deepening Our Penetration With Our Existing Tier 1 and Tier 2 Partners. We intend to facilitate expanded deployments within our existing partners through the introduction of new products and services. We expect the virtualization of our Cinxi One logging appliance to generate opportunities for additional sales through our partners. Expanding Our Tier 1 and Tier 2 Partner Base. We intend to aggressively add new MSSP specific partners to our distribution reach through the expanded use of our modular deployment methodology including the release of a "turnkey" customer-facing portal and reporting package which will further reduce the time to market for our partners. Extending Our Partner Network to the Tier 3 Partners Through A "White Label" SECaaS. For many potential MSSP and MSP partners the expense of deploying and operating our platform inside their own data centers is a barrier to using our platform. We intend to deploy our This is a firm commitment initial public offering of shares of common stock of BlackStratus, Inc. No public market currently exists for our shares. We anticipate that the initial public offering price of our shares of common stock will be between $ and $ per share. We intend to apply to list our shares of common stock for trading on the NASDAQ Capital Market under the symbol "BLKS." No assurance can be given that our application will be approved. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock. Neither the Securities and Exchange Commission nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ (1)Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to Aegis Capital Corp., the underwriter. See "Underwriting" for a description of compensation payable to the underwriter. We have granted a 45-day option to the underwriter to purchase up to additional shares of common stock solely to cover over-allotments, if any. The underwriters expect to deliver our shares to purchasers in the offering on or about , 2012. Aegis Capital Corp Table of Contents platform via the Cloud, utilizing our own labor and expertise, and provide it as a SECaaS offering to MSSP and MSP partners who can resell it under their own label and brand. Deepening Our Penetration With Our Existing Enterprise Customers. We intend to facilitate expanded deployments within our existing enterprise customers by introducing new product offerings including a SECaaS based offering of our SIM One product. Expanding Our Portfolio Of Offerings And Capabilities. We will continue to add products and services that enhance our platform's capability to deliver the full range of SECaaS offerings required by our partners, their customers and our enterprise customers. Table of Contents Risks Affecting Us Our business is subject to numerous risks. These risks may affect our future sales and related profitability. These risks may affect our operating margins and the future success of our business. Some of these risks include: We have shifted our business focus in the last three years away from direct sales to the enterprise customer in favor of sales through MSSP and MSP partners. We have a limited operating history in this new market and face unknown challenges. Our operating history has been turbulent. We are a small business with less than 100 employees and we have struggled in response to market conditions and macro-economic events. We have incurred significant losses since our inception and have an accumulated deficit of approximately $58.9 million at December 31, 2011. Our management team and employees may not be able to execute on our business plan which could continue our losses. Without the funding from this offering or other events effecting our liquidity (including the conversion of promissory notes to common stock, restructuring of debt instruments or other funding events), we may have difficulty continuing as a going concern. Our quarterly operating results are likely to vary significantly and be unpredictable due to the length and unpredictability of our sales cycle as well as the purchasing and budget practices of our partners within the context of the macro economy and IT market sector. We will rely on channel partners (MSSPs) for a significant portion of our revenue and growth, and our ability to retain and manage these partners will impact our ultimate success. If we are unsuccessful in developing deeper penetration into our existing MSSP partner base or fail to attract more MSSP customers, our revenues could decline and our growth prospects could suffer. The market in which we operate is highly competitive and many of our established competitors have significantly greater resources then we do. Our customers and partners may choose to develop and customize their own solutions rather then purchase our products and services, and new technology also may emerge which may diminish the utility of our products and negatively impact our sales and operating results. Recent Developments In January and February 2012, we borrowed an aggregate of $1.5 million principal amount under convertible notes, obtained a $700,000 line of credit from (together, the Sigma Convertible Notes and Line of Credit), and sold at $0.0001 per share 1,500,000 shares of our common stock to, entities affiliated with Sigma Capital Partners, in a bridge financing under the terms of a purchase and credit agreement. Pursuant to the agreement, if we consummate an offering of our equity securities, including this offering, by September 30, 2012, Sigma is permitted to elect to (i) convert the Sigma Convertible Notes and Line of Credit into shares of common stock at a 20% discount from the offering price, or (ii) be repaid in full. Sigma has indicated that it intends to elect to be repaid in full in connection with this offering, and such election is reflected in this prospectus. The Sigma Convertible Notes and Line of Credit bears interest at a rate of 18% per annum and any interest accrued shall be repayable in cash to Sigma. We also entered into (i) an advisory services agreement pursuant to which we sold to Sigma 250,000 additional shares of our common stock at $0.0001 per share and (ii) an escrow agreement which requires us to issue to Sigma up to 700,000 additional shares of our common stock at $0.0001 per share in connection with borrowings from the Sigma Line of Credit. Sigma is permitted to put to us for $0.10 per share up to 2,450,000 (assuming the issuance of the 700,000 shares subject to the escrow agreement) of our shares of common stock owned by Sigma upon the earlier to occur of February 28, 2013 and a "deemed liquidation event," as such term is defined in the purchase and credit agreement, which includes this offering. You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We and the underwriters are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. We own, have rights to or have applied for the trademarks and trade names that we use in conjunction with our business, including our logo. All other trademarks and trade names appearing in this prospectus are the property of their respective holders. In this prospectus we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry reports or other publicly available information. Some data is also based on our good faith estimates, which are derived from our review of internal surveys and studies, as well as independent industry reports. Our Corporate History and Information BlackStratus, Inc. was originally incorporated as netForensics.com, Inc. on August 4, 1999 in the State of New Jersey. On January 7, 2002, netForensics, Inc., a wholly-owned subsidiary of netForensics.com, Inc., was incorporated in the State of Delaware. On April 30, 2002, netForensics.com, Inc. was merged into netForensics, Inc., in a tax-free reorganization and netForensics, Inc. became the surviving entity. In April 2003, netForensics, Inc. formed a wholly-owned subsidiary in the United Kingdom named netForensics Limited, which was dissolved in January 2011. On March 5, 2012, netForensics, Inc. changed its name to BlackStratus, Inc. Our corporate headquarters are located at 1551 South Washington Avenue, Piscataway, New Jersey 08854, and our telephone number is (732) 393-6000. Our website address is www.blackstratus.com. The information on, or that can be accessed through, our website is not part of this prospectus. Table of Contents THE OFFERING Common stock offering by BlackStratus shares Common stock to be outstanding after this offering shares Use of proceeds We expect to receive net proceeds from this offering of approximately $ million, based on an initial public offering price of $ , which is the midpoint of the range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses that we must pay. We intend to use the net proceeds as follows: up to $ for the repayment of the Sigma Convertible Notes and Line of Credit, to the extent not converted (See " Recent Developments"); and the remaining proceeds for general corporate purposes, including the potential funding of strategic acquisitions or investments, the continued expansion of our sales and marketing activities and the expanded funding of our research and development efforts. See the section entitled "Use of Proceeds." NASDAQ Capital Market symbol "BLKS"

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. Unless the context otherwise requires, we use the terms Ruckus, company, we, us and our in this prospectus to refer to Ruckus Wireless, Inc. and, where appropriate, our consolidated subsidiaries. Company Overview Ruckus is a leading provider of carrier-class Wi-Fi solutions. Our solutions, which we call Smart Wi-Fi, are used by service providers and enterprises to solve network capacity and coverage challenges associated with the rapidly increasing traffic and number of users on wireless networks. Our Smart Wi-Fi solutions offer carrier-class enhanced reliability, consistent performance, extended range and massive scalability. Our products include gateways, controllers and access points. These products incorporate our proprietary technologies, including Smart Radio, Smart QoS, Smart Mesh, SmartCell and Smart Scaling, to enable high performance in a variety of challenging operating conditions faced by service providers and enterprises. We sell our products to service providers and enterprises globally and have sold our products to over 18,700 end-customers worldwide. We added over 7,100 new end-customers in the first nine months of 2012. We sell to enterprises through a worldwide network of more than 6,000 value-added resellers and distributors, which we refer to as our channel partners. Our enterprise end-customers are typically mid-sized organizations in a variety of industries, including hospitality, education, healthcare, warehousing and logistics, corporate enterprise, retail, state and local government and public venues, such as stadiums, convention centers, airports and major outdoor public areas. We also sell directly and indirectly to a range of service providers, including mobile operators, cable companies, wholesale operators and fixed-line carriers. We have over 55 service provider end-customers, including Bright House Networks, The Cloud (a BSkyB Company), KDDI, Tikona Digital Networks, Time Warner Cable and Towerstream. Our revenue increased 93%, from $79.0 million for the first nine months of 2011 to $152.5 million for the first nine months of 2012. Our revenue increased from $44.4 million in 2009 to $75.5 million in 2010 and to $120.0 million in 2011, representing a compound annual growth rate of 64%. Our performance improved from a net income of $1.0 million for the first nine months of 2011 to net income of $29.8 million for the first nine months of 2012, which included $18.0 million of income related to the release of the valuation allowance on our net deferred tax assets. Our performance improved from a net loss of $10.0 million in 2009 to a net loss of $4.4 million in 2010 and to a net income of $4.2 million in 2011. Industry Background The increased adoption and use of mobile devices, such as smartphones, tablets and laptops, is causing significant growth in wireless traffic. Mobile users expect to be able to connect to wireless networks for work, personal communications and entertainment from virtually anywhere and at anytime. As a result, mobile service providers and enterprises are struggling to address both the increased demands on their networks and the significant investment required to upgrade network capacity and provide ubiquitous wireless connectivity. Table of Contents The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued November 5, 2012 8,400,000 Shares Common Stock This is an initial public offering of shares of common stock of Ruckus Wireless, Inc. Ruckus is offering 7,000,000 of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering 1,400,000 additional shares. Ruckus will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $13.00 and $15.00. We have applied to have our common stock listed on the New York Stock Exchange under the symbol RKUS. We are an emerging growth company as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our common stock involves risks. See Risk Factors on page 11 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Ruckus $ $ Proceeds, before expenses, to the selling stockholders $ $ To the extent that the underwriters sell more than 8,400,000 shares of common stock, the underwriters have the option to purchase up to an additional 1,260,000 shares from the selling stockholders at the initial public offering price less the underwriting discount. Ruckus will not receive any of the proceeds from the sale of such shares by the selling stockholders. The underwriters expect to deliver the shares to purchasers on , 2012. Goldman, Sachs & Co. Morgan Stanley Deutsche Bank Securities Needham & Company Oppenheimer & Co. William Blair Craig-Hallum Capital Group Prospectus dated , 2012. Table of Contents These capacity and coverage challenges will continue to escalate as users increase their use of mobile devices and access bandwidth-intensive and latency-sensitive applications, such as those for viewing streaming multimedia, video conferencing, downloading video content, viewing and sharing photos and interactive social media. The heaviest demands tend to be clustered in high density metropolitan areas and public venues during peak usage hours when many users are trying to access the network at the same time. Service providers and enterprises need solutions that meet these capacity and coverage demands. According to Signals Research Group, mobile data traffic in the United States alone is expected to grow between 53x and 153x from 2010 to 2020. To meet this demand, mobile service providers are adding macro network capacity by increasing cell site density, investing in new cellular technology, such as long term evolution, or LTE and LTE Advanced, and acquiring additional spectrum. However, Signals Research Group also projects that U.S. cellular network capacity will grow by only approximately 25x over the same time period. There will therefore be a significant gap between the expected traffic volume and the expected capacity of conventional cellular infrastructure in the United States. While this capacity gap is significant in itself, it actually does not factor in capacity deficits outside the United States or the peak usage demands that must be considered when designing and upgrading networks. As a result of this capacity gap, mobile service providers must find new ways to inject capacity into their wireless networks. The capacity gap is also opening up new business opportunities for other service providers, such as cable companies, wholesale operators and fixed-line carriers, to add reliable wireless access services to their traditional access services. Capacity challenges are also experienced by enterprises in a variety of industries, including hospitality, education, healthcare, warehousing and logistics, corporate enterprise, retail, state and local government and public venues, such as stadiums, convention centers, airports and major outdoor public areas. In addition to significant traffic growth, these enterprises experience widely fluctuating network load, both in number of users and amount of traffic, and are faced with a range of operating conditions. These enterprises also typically do not have sufficient IT staff to cost-effectively address these issues. Enterprises thus need wireless solutions that are reliable and easy to manage. Wi-Fi is a conceptually attractive solution to increase capacity, improve wireless network performance, expand coverage footprint, deliver new services and better accommodate traffic growth. Mobile devices are increasingly equipped with Wi-Fi, and many devices now rely on Wi-Fi as their primary Internet connection. Wi-Fi also operates over an unlicensed, widely available spectrum and functions well both indoors and outdoors. However, the ability of service providers and enterprises to deliver robust and pervasive connectivity over Wi-Fi has been constrained by the limitations of what we refer to as basic, or conventional, Wi-Fi technology. Wi-Fi standards and Wi-Fi network equipment were originally designed to allow simple, easy-to-use and low cost connectivity in the lower interference environment of the home. As a result, basic Wi-Fi products suffer from a number of inadequacies for addressing today s wireless challenges. These include an inability to handle interference in crowded circumstances, degradation in performance under load, inconsistent coverage as users move around while connected to the network and an inability to deliver rich content such as voice over IP, or VoIP, without choppy or interrupted transmission. In addition, basic Wi-Fi does not provide service providers needed integration with their existing networks, adequate scalability for the hundreds of thousands of access points required and the extensible and flexible platform needed to offer new revenue-generating services and applications. Table of Contents Prospectus Unavailable Searching for a reliable Wi-Fi network Searching for a reliable Wi-Fi network 55::2255 PM Table of Contents To address the increasing capacity and coverage challenges, service providers and enterprises need a new class of Wi-Fi that offers enhanced reliability, consistent performance, extended range and massive scalability. We refer to this as carrier-class Wi-Fi. Carrier-class Wi-Fi combines the cost and ease of use benefits offered by basic Wi-Fi technology with an advanced level of adaptability, performance and integration with existing networks that addresses the challenges faced by service providers and enterprises. According to Infonetics Research, Inc., or Infonetics, the market for Wi-Fi solutions for carriers is expected to grow from $296 million in 2011 to $2.8 billion in 2016, representing a 57% compound annual growth rate. According to Gartner, Inc., or Gartner, the market for Wi-Fi networking solutions for enterprises is expected to grow from $3.4 billion in 2011 to $6.9 billion in 2016, representing a 15% compound annual growth rate. Carrier-class Wi-Fi addresses the needs of both of these markets. Our Solution Our carrier-class Smart Wi-Fi solutions enable service providers and enterprises to benefit from advanced levels of performance and integration capabilities that are not possible with basic Wi-Fi. We offer a wide-range of Smart Wi-Fi products, including a number of advanced Wi-Fi controllers and gateways, a broad portfolio of indoor and outdoor access points and Wi-Fi infrastructure management software. These products incorporate our proprietary technologies, including: Smart Radio, which leverages our patented antenna technology and our proprietary software capabilities to avoid interference and dynamically direct Wi-Fi signals to maximize throughput; Smart QoS, which provides real-time prioritization of traffic to optimize quality of transmission and manage traffic load dynamically as usage demands and operating environments change; Smart Mesh, which uses advanced self-organizing network principles to create highly resilient, high-speed Wi-Fi links between access points to extend coverage without the cost of cabling each access point; SmartCell, which integrates our proprietary software and specialized hardware deployed at the edge of service provider networks to facilitate the integration of Wi-Fi and mobile networks; and Smart Scaling, which enables service providers to support hundreds of thousands of access points and millions of mobile devices across a Wi-Fi network. Our solutions deliver the following benefits for both service providers and enterprises: Enhanced reliability, by automatically adapting to interference and environmental changes to maximize performance; Consistent performance under load, by performing consistently in high load environments, such as stadiums, convention centers, airports and major outdoor public areas; Extended coverage, by enabling up to a 4x increase in signal range over basic Wi-Fi, allowing our end-customers to deploy fewer access points; and Optimized for rich content, by enabling consistent and reliable transmission of rich content over Wi-Fi. Our solutions provide the following benefits to meet the additional needs of service providers: Integrated networks, by enabling service providers to integrate their Wi-Fi and existing network infrastructures with an enhanced level of visibility and control not possible with basic Wi-Fi. This Table of Contents It s no secret that performance and capacity represent major challenges as the world becomes increasingly mobile There will be more than 7 billion mobile subscriptions by 2015 Hotspot use projected to increase from 4 billion connects in 2010 to 120 billion connects in 2015 Wi-Fi enabled mobile devices shipped annually is projected to rise to nearly 1.7 billion in 2015 Mobile data traffic in the US is expected to grow 153x from 2010 to 2020 while US cellular network capacity is expected to grow 25x over the same period The carrier Wi-Fi market is expected to grow from $296 million in 2011 to $2.8 billion in 2016[1] while the enteprise Wi-Fi market is expected to grow from $3.4 billion in 2011 to $6.9 billion in 2016.[2] Here s our little secret there is a solution to the performance and capacity conundrum, and we re letting the cat out of the bag. Smart Wi-Fi Designed and Built for Pervasive Performance Available Only from Ruckus Wireless. Table of Contents capability enables service providers to improve subscriber ease of use and enhance the revenue opportunity by incorporating Wi-Fi usage into their service offerings and subscriber data plans; Flexible deployment, by being designed and sized for a range of site, application and management requirements, our solutions are suitable for different types of service providers including mobile operators, cable companies, wholesale operators and fixed-line carriers; Massive scalability, by being designed to accommodate the scalability requirements of service provider networks; and Extensible platform architecture, by serving as platforms for incorporation of additional functions and technologies in the future to serve the evolving needs of service providers. Our Strategy Our goal is to lead and expand the market for carrier-class Wi-Fi networking solutions. The key elements of our growth strategy are: continue to innovate and extend our leadership role in providing Smart Wi-Fi solutions; leverage products across service provider and enterprise markets; expand our service provider-focused sales and support teams; extend the reach and productivity of our network of enterprise-focused channel partners; and increase the uses of Wi-Fi in service provider and enterprise networks.

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. Our Company The Company is primarily engaged in the design, construction and sale of single family detached and attached homes in California, Arizona and Nevada. Since the founding of the Company s predecessor in 1956, the Company and its joint ventures have sold over 74,000 homes. The Company conducts its homebuilding operations through four reportable operating segments (Southern California, Northern California, Arizona and Nevada). For the three months ended March 31, 2012, 37% of home closings were derived from the Company s California operations. For the three months ended March 31, 2012, on a combined basis, the Company had revenues of $43.9 million and delivered 128 homes. For the year ended December 31, 2011, approximately 59% of the home closings of the Company and its joint ventures were derived from its California operations. For the year ended December 31, 2011, on a consolidated basis, the Company had revenues from home sales of $207.1 million and delivered 614 homes. The Company designs, constructs and sells a wide range of homes designed to meet the specific needs of each of its markets, although it primarily emphasizes sales to the entry-level and first time move-up home buyer markets. At December 31, 2011, the Company marketed its homes through 19 sales locations. In 2011, the average sales price for consolidated homes delivered by the Company was $337,200. Base sales prices for actively selling projects in 2011, including affordable projects, ranged from $103,000 to $690,000. Bankruptcy Reorganization On December 19, 2011, Parent and certain of its subsidiaries filed voluntary petitions, or the Chapter 11 Petitions, under Chapter 11 of Title 11 of the United States Code, as amended, or the Bankruptcy Code, in the U.S. Bankruptcy Court for the District of Delaware, or the Bankruptcy Court, to seek approval of the Prepackaged Joint Plan of Reorganization, or the Plan, of Parent and certain of its subsidiaries. The Chapter 11 Petitions are jointly administered under the caption In re William Lyon Homes, et al., Case No. 11-14019, or the Chapter 11 Cases. The sole purpose of the Chapter 11 Cases was to restructure the debt obligations and strengthen the balance sheet of Parent and certain of its subsidiaries. On February 10, 2012, the Bankruptcy Court confirmed the Plan. On February 25, 2012, Parent and certain of its subsidiaries consummated the principal transactions contemplated by the Plan, including: the issuance of 44,793,255 shares of Parent s new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, and $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, issued by California Lyon, in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon; the amendment of California Lyon s loan agreement with ColFin WLH Funding, LLC and certain other lenders, or the Amended Term Loan Agreement, which resulted, among other things, in the increase in the principal amount outstanding under the prior loan agreement, the reduction in the interest rate payable under the prior loan agreement, and the elimination of any prepayment penalty under the prior loan agreement; Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Class A Common Stock, par value $0.01 per share 182,937,294(1) $1.05(2) $107,094,852 $12,274 Class C Common Stock, par value $0.01 per share 80,942,197(3) $1.05(2) $16,915,885 $1,939 Convertible Preferred Stock, par value $0.01 per share 64,831,831(4) $0.77(2) $49,920,510 $5,721 12% Senior Subordinated Secured Notes due 2017 $91,433,103(5) 100% $91,433,103 $10,479 Guarantees (6) Total $30, 413 (1) Represents (a) 44,793,255 shares of Class A Common Stock issued in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes and certain of its subsidiaries, (b) the maximum number of shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock issued in connection with the Plan at a conversion rate of one share of Class A Common Stock for each share of Class B Common Stock, or the Class B Conversion Rate, which is 31,464,548 shares of Class A Common Stock, (c) the maximum number of shares of Class A Common Stock issuable upon conversion of the Class B Common Stock issuable pursuant to the outstanding warrant issued in connection with the Plan to purchase Class B Common Stock at the Class B Conversion Rate, which is 15,737,294 shares of Class A Common Stock, (d) the maximum number of shares of Class A Common Stock issuable upon conversion of Class C Common Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Class C Common Stock, which is 16,110,366 shares of Class A Common Stock, (e) the maximum number of shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Stock registered hereby at a conversion rate of one share of Class A Common Stock for each share of Convertible Preferred Stock (or Class C Common Stock issued upon conversion of Convertible Preferred Stock), which is 64,831,831 shares of Class A Common Stock and (f) 10,000,000 shares issued in connection with a real estate purchase transaction that took place on June 28, 2012. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the registrants are also registering such indeterminate number of shares of Class A Common Stock as may be issued from time to time as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. (3) Represents (a) 12,966,366 shares of Class C Common Stock issued in connection with the Plan, (b) the maximum number of shares of Class C Common Stock issuable upon conversion of Convertible Preferred Stock registered hereby at a conversion rate of one share of Class C Common Stock for each share of Convertible Preferred Stock, which is 64,831,831 shares of Class C Common Stock and (c) 3,144,000 shares of Class C Common Stock issued pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. (4) Represents 64,831,831 shares of Convertible Preferred Stock issued in connection with the Plan. (5) Equals $75,000,000 in aggregate principal amount of notes being registered and up to an additional $16,433,102.07 in aggregate principal amount of notes that may be issued as paid-in-kind interest, compounded semi-annually. (6) The notes are guaranteed by William Lyon Homes and the guarantors named in the Table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act. The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents the issuance, in exchange for aggregate cash consideration of $25 million, of 31,464,548 shares of Parent s new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock; the issuance of 64,831,831 shares of Parent s new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of Parent s new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million; and the issuance of an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of shares of Class C Common Stock and shares of Convertible Preferred Stock in connection with the Plan. Recent Events On June 28, 2012, the Company consummated the purchase of certain real property (comprising of approximately 165 acres) in San Diego County, California, San Bernardino County, California, Maricopa County, Arizona and Clark County, Nevada, representing seven separate residential for sale developments, comprising of over 1,000 lots. The aggregate purchase price of the property was $21,500,000. The Company paid $11,000,000 cash, and issued 10,000,000 shares of Class A Common Stock of Parent, to investment vehicles managed by affiliates of Colony Capital, LLC as consideration for the property. Risks Affecting the Company The Company s business is subject to numerous risks, as more fully described in the section of this prospectus entitled Risk Factors, including the following: Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could negatively impact the Company s results of operations. Increases in the Company s cancellation rate could have a negative impact on the Company s home sale revenue and home building margins. Limitations on the availability of mortgage financing can adversely affect demand for housing. The Company s high level of indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations. The Company cannot be certain that the bankruptcy proceedings will not adversely affect the Company s operations going forward. Concentration of ownership of the voting power of the Company s capital stock may prevent other stockholders from influencing corporate decisions and create perceived conflicts of interest. There is currently no public trading market for the Company s capital stock or the Notes and a trading market may not develop, making it difficult for the Company s securityholders to sell their capital stock or the Notes, as applicable. General Corporate Information The Company s principal executive offices are located at 4490 Von Karman Avenue, Newport Beach, California 92660 and its telephone number is (949) 833-3600. The Company s website address is www.lyonhomes.com. Information contained on the Company s website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only. Parent was incorporated in the State of Delaware on July 15, 1999. California Lyon was incorporated in the State of California on August 25, 1987. Table of Contents Table of Additional Co-Registrants Exact Name as specified in its charter State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. California Equity Funding, Inc. California 33-0830016 PH-LP Ventures California 33-0799119 Duxford Financial, Inc. California 33-0640824 Sycamore CC, Inc. California 33-0981307 Presley CMR, Inc. California 33-0603862 William Lyon Southwest, Inc. Arizona 86-0978474 PH-Rielly Ventures California 33-0827710 HSP, Inc. California 33-0636045 PH Ventures-San Jose California 33-0785089 Presley Homes California 33-0905035 Lyon East Garrison Company I, LLC California 41-2065692 WLH Enterprises California 33-0013333 Table of Contents The Offering The following summary contains basic information about the capital stock and the Notes registered hereby and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete understanding of these securities, please refer to the sections of this prospectus entitled Description of Capital Stock and Description of the Notes and the indenture governing the Notes. Solely for purposes of the summary below, unless otherwise specified, references to the Company, us, we and our refer only to William Lyon Homes and do not include our subsidiaries. California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of the Company. Offering of Capital Stock Summary Description of Capital Stock Issuer of Capital Stock William Lyon Homes, a Delaware corporation Capital Stock of William Lyon Homes Offered by the Selling Stockholders Class A Common Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share and Convertible Preferred Stock, par value $0.01 per share. Conversion Rights of the Holders of Class B Common Stock and Class C Common Stock All shares of Class B Common Stock will be converted into an equal number of shares of Class A Common Stock on or after the Conversion Date if a majority of the holders of shares of Class B Common Stock vote in favor of such conversion. If, at any time (whether before, on or after the Conversion Date), any share of Class B Common Stock is not owned, beneficially or of record, by William Lyon and William H. Lyon, their sibling, spouses and lineal descendants, any entities wholly owned by one or more of the foregoing persons, or any trusts or other estate planning vehicles for the benefit of any of the foregoing, then such share of Class B Common Stock will automatically convert into one share of Class A Common Stock. All shares of Class C Common Stock will automatically convert into shares of Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class C Common Stock at the Conversion Date, which occurs upon the earlier of: the closing of a sale of at least $25,000,000 in shares of Class A Common Stock at a price that equals or exceeds 130% of the then-prevailing base price; the date on which the majority of the holders of Class A Common Stock, voting together as a separate class, and the majority of the holders of Class C Common Stock and Convertible Preferred Stock, voting together as a separate class, vote in favor of the mandatory conversion of the shares of Class C Common Stock and the shares of Convertible Preferred Stock; or Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated August 10, 2012 PROSPECTUS William Lyon Homes William Lyon Homes, Inc. Shares of Class A Common Stock Shares of Class C Common Stock Convertible Preferred Stock 12% Senior Subordinated Secured Notes due 2017 On February 25, 2012, in connection with the Prepackaged Joint Plan of Reorganization, or the Plan, of William Lyon Homes, or the Company, and certain of its direct and indirect wholly-owned subsidiaries, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 10, 2012, the Company, among other things, issued (i) 44,793,255 shares of its new Class A Common Stock, $0.01 par value per share, or Class A Common Stock, (ii) 31,464,548 shares of its new Class B Common Stock, $0.01 par value per share, or Class B Common Stock, and a warrant to purchase 15,737,294 shares of Class B Common Stock, in exchange for aggregate cash consideration of $25 million, and (iii) 64,831,831 shares of its new Convertible Preferred Stock, $0.01 par value per share, or Convertible Preferred Stock, and 12,966,366 shares of its new Class C Common Stock, $0.01 par value per share, or Class C Common Stock, in exchange for aggregate cash consideration of $60 million. The Company issued an additional 3,144,000 shares of Class C Common Stock pursuant to an agreement with certain selling securityholders to backstop the offering of Class C Common Stock and Convertible Preferred Stock in connection with the Plan. This agreement required such securityholders to purchase any and all of the shares of Class C Common Stock and Convertible Preferred Stock that were not subscribed upon at the specified subscription expiration date. As more fully described elsewhere in this prospectus, the Class B Common Stock and Class C Common Stock may be converted into Class A Common Stock and the Convertible Preferred Stock may be converted into either Class A Common Stock or Class C Common Stock. Pursuant to the Plan, the Company s wholly-owned subsidiary, William Lyon Homes, Inc., or California Lyon, issued $75 million aggregate principal amount of 12% Senior Subordinated Secured Notes due 2017, or the Notes, which, along with the issuance of the Class A Common Stock described above, were issued in exchange for the claims held by the holders of the formerly outstanding notes of California Lyon. The Notes bear interest at a rate of 12% per annum and will mature on February 25, 2017. Cash interest of 8% on the outstanding principal amount of the Notes, or $6 million per year, is due in semi-annual installments in arrears on June 15 and December 15 of each year. The remaining interest of 4% on the outstanding principal amount of the Notes is payable in kind semi-annually in arrears by increasing the principal amount of the Notes. On June 28, 2012, the Company issued an additional 10,000,000 shares of Class A Common Stock to investment vehicles managed by affiliates of Colony Capital, LLC, as partial consideration in a real property purchase transaction, or the Colony Transaction. We are registering the Class A Common Stock, Class C Common Stock, Convertible Preferred Stock and the Notes to satisfy registration rights that we granted in connection with the Plan and the Colony Transaction. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the securities by the selling securityholders. The securities to which this prospectus relates may be offered and sold from time to time directly by the selling securityholders or alternatively through underwriters or broker dealers or agents. The securities may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Please read Plan of Distribution. You should read this prospectus carefully before you invest in our securities. You should read this prospectus together with additional information described under the headings Where You Can Find More Information before you make your investment decision. There is currently no public trading market for the capital stock of the Company and the Notes of California Lyon and they are not presently traded on any market or securities exchange. We intend to have a registered broker-dealer apply to have the securities registered hereby quoted on the Over-the-Counter Bulletin Board. Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in the section entitled Risk Factors beginning on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2012. Table of Contents the date on which the 30-day volume weighted average trading price on a national exchange equals or exceeds 130% of the then-prevailing base price and the aggregate dollar trading volume for such 30-day period is at least $4,000,000. Holders of Class B Common Stock and Class C Common Stock may at any time elect to convert any or all of their shares into Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock. The number of shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock and Class C Common Stock is subject to customary adjustments for stock splits, stock dividends and transactions with similar effect. Conversion Rights of the Holders of Convertible Preferred Stock Holders of our Convertible Preferred Stock may elect to convert any and all of their Convertible Preferred Stock into such number of fully paid and non-assessable shares of Class C Common Stock as determined by the then-prevailing conversion ratio. Upon the occurrence of the Conversion Date, each share of Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Class A Common Stock as is determined by the then applicable conversion ratio. See Description of Capital Stock. Redemption of Convertible Preferred Stock on Maturity Date To the extent not previously converted to Class A Common Stock or Class C Common Stock, the Company is obligated to redeem all of the then outstanding shares of Convertible Preferred Stock on the fifteenth anniversary of the first issuance of Convertible Preferred Stock. See Description of Capital Stock. Voting Rights; Dividends Each share of Class A Common Stock, Class B Common Stock and Class C Common Stock have identical powers, preferences, qualifications and limitations, except that so long as shares of Class B Common Stock remain outstanding, (i) each share of Class A Common Stock and Class C Common Stock are entitled to one vote per share and (ii) each share of Class B Common Stock is entitled to two votes per share. Following both the Conversion Date and the conversion of all Class B Common Stock, each share of Class A Common Stock is entitled to one vote per share. The voting, dividend and liquidation rights of the holders of the Company common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company s preferred stock. See Management and Directors Board of Directors for a discussion of voting rights with respect to the election of directors. Each share of Convertible Preferred Stock has the right to one vote for each share of Class C Common Stock into which such share could be converted. Table of Contents We do not anticipate paying any cash dividends on our common stock following this offering. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors. Except as described below, the payment of cash dividends is restricted under the terms of the Amended Term Loan Agreement, and the indenture governing the Notes registered hereby. Holders of our Convertible Preferred Stock are entitled to receive cumulative dividends at a rate of 6% per annum consisting of (i) cash dividends at the rate of 4% paid quarterly in arrears, and (ii) accreting dividends accruing at the rate of 2% per annum. National Securities Exchange; Initial Public Offering On or prior to the third anniversary of the date of first issuance of our Class A Common Stock, we are required to use best efforts to cause our Class A Common Stock to become listed on a national securities exchange, and subject to certain exceptions, to complete a qualifying initial public offering. Use of Proceeds We will not receive any of the proceeds from the sale by the selling securityholders of our capital stock. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the capital stock registered hereby, see Material United States Federal Income Tax Considerations. Absence of a Public Market for the Capital Stock There is currently no established market for our capital stock. We intend to have a registered broker-dealer apply to have our capital stock registered hereby quoted on the Over-the-Counter Bulletin Board. However, we cannot assure you as to the development or liquidity of any market for our capital stock. Offering of the Notes Summary of the Principal Terms of the Notes Maturity Date The fifth anniversary of the issue date of the Notes. Interest The Notes bear interest at a fixed annual rate of 12%, consisting of an 8% cash interest component and a 4% paid-in-kind, or PIK, interest component. The cash interest component will be payable semi-annually in arrears. The PIK interest component will accrete and be added to principal semi-annually in arrears. Ranking The Notes are senior second lien debt obligations of California Lyon, ranking ratably with any other unsubordinated indebtedness of California Lyon (but structurally senior due to the second lien), but will be effectively subordinated to the Senior Secured Term Loan due 2015, or the Amended Term Loan, to the extent of the collateral securing such first lien indebtedness. Table of Contents CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 182 ABOUT THIS PROSPECTUS 183 WHERE YOU CAN FIND MORE INFORMATION 183 FINANCIAL STATEMENTS F-1 EX-10.6 EX-10.21 EX-12.1 EX-16.1 EX-21.1 EX-23.1 Table of Contents Guarantees The Notes are guaranteed on a joint and several basis by the following entities (which will be the same guarantors that guaranty the Amended Term Loan, or the Guarantors): the Company; California Equity Funding, Inc., a California corporation; PH-LP Ventures, a California corporation; Duxford Financial, Inc., a California corporation; Sycamore CC, Inc., a California corporation; Presley CMR, Inc., a California corporation; William Lyon Southwest, Inc., an Arizona corporation; PH-Reilly Ventures, a California corporation; HSP, Inc., a California corporation; PH Ventures-San Jose, a California corporation; Presley Homes, a California corporation; WLH Enterprises, a California General Partnership formerly The Ranch Golf Club Co., formerly Carmel Mountain Ranch Lyon Waterfront, LLC, a Delaware limited liability company; and Lyon East Garrison Company I, LLC, a California limited liability company. Collateral Security The Notes are secured by second priority liens on substantially all assets of California Lyon and the Guarantors, other than Excluded Assets that are also excluded from the Amended Term Loan security interests. The collateral for the Notes will be the same as the collateral for the Amended Term Loan. Release of Collateral Upon the release of the lien on any collateral securing the Amended Term Loan during the term of the Amended Term Loan, the lien on that collateral securing the Notes will be automatically released without the necessity of any consent from the holders of the Notes. Sinking Fund None. Optional Redemption The Notes are redeemable at California Lyon s option at any time without penalty or premium, at the outstanding principal amount thereof plus any accrued and unpaid interest thereon. Trading The Notes are eligible for trading in the PORTAL market. Use of Proceeds California Lyon does not expect to receive any net cash proceeds from the issuance of the Notes. Table of Contents Material Covenants The indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: incur or guarantee additional indebtedness or issue certain preferred stock; declare or pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; transfer or sell certain assets; make investments; create certain liens; consolidate, merge or transfer all or substantially all of our assets; engage in transactions with affiliates; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications as described under Description of the Notes Material Covenants. Intercreditor and Subordination Agreement The Notes are subject to an Intercreditor and Subordination Agreement between us, ColFin WLH Funding, LLC, as administrative agent under the Amended Term Loan, and U.S. Bank National Association, as note trustee and collateral trustee, with respect to collateral and certain other matters. See Description of the Notes Security Documents and Intercreditor Agreement. Material United States Federal Income Tax Considerations For a discussion of United States federal income tax considerations for holders of the Notes registered hereby, see Material United States Federal Income Tax Considerations. Table of Contents

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+PROSPECTUS SUMMARY The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements and the notes to the financial statements. In this prospectus, unless the context requires otherwise, references to the Company, we, our or us refer to Gulf United Energy, Inc. GULF UNITED ENERGY, INC. We are an international, development-stage oil and gas exploration company. We have initially concentrated our efforts in Colombia and Peru, where we believe we have acquired attractive oil and gas interests. Our strategy is to develop a portfolio of non-operated oil and gas assets, primarily focused in South America, by balancing an inventory of near-term drilling projects with oil and gas development activities requiring extended lead times. Our asset portfolio includes participation in two hydrocarbon exploration blocks operated by SK Innovation Co, Ltd. (formerly SK Energy Co, Ltd., referred to herein as SK Innovation ). SK Innovation is a subsidiary of SK Group, one of South Korea s larger industrial conglomerates. SK Innovation is Korea s largest petroleum refiner and is currently active in 29 blocks in 16 countries. In Colombia, we have acquired, subject to regulatory approval, a 12.5% working interest in the 345,592 gross acre (43,200 net) CPO-4 block in the Llanos Basin. Block CPO-4 is near existing production and immediately adjacent to and on trend with the Apiay Complex operated by Ecopetrol S.A. (NYSE:EC) and the Guatiquia block operated by Petrominerales Ltd. (TSX:PMG). Block CPO-4 is the near-term focus of the Company. In Peru, we have acquired, subject to regulatory approval, a 40% working interest in the 2,803,411 gross acre (1,211,411 net) Z-46 offshore block in the Trujillo Basin. Recent re-processed 2-D seismic data suggests a submarine fan deposition on the block and multiple leads have been identified. Based on the results of the new 2-D seismic data, we plan to acquire 3-D seismic data in 2012 to be used in the selection of drilling locations. Two wells previously drilled on the block by Repsol reported oil, indicating an active hydrocarbon system. Also in Peru we have acquired, subject to regulatory approval, a 5% participating interest in Block XXIV, an approximately 276,137 gross acre (13,807 net) concession, and a 2% participating interest in the Peru Technical Evaluation Area (the Peru TEA ). The Peru TEA consists of four contiguous blocks totaling approximately 40 million gross acres onshore (approximately 800,000 net acres) on the western flank of the Andes Mountains. Block XXIV and Peru TEA are both operated by Upland Oil & Gas, LLC ( Upland ). Two exploratory wells have been drilled on Block XXIV and both wells are considered dry holes. On Block XXIV, Upland has indicated that they have completed the field work and a 200 kilometer seismic shoot and that the data is currently being processed and reviewed. The current plan calls for further geological and seismic studies with plans to drill two wells onshore on Block XXIV during fiscal 2012. With respect to the Peru TEA, during 2012, Upland plans to conduct additional geological and seismic studies on selected areas to be determined based on the previous aeromagnetic and satellite imaging. We expect to engage in additional investment opportunities in oil and gas exploration and development as our resources permit. The scope of our activities in this regard may include, but may not be limited to, the acquisition or assignment of rights to develop exploratory acreage under concessions with government authorities and other private or public exploration and production companies, the purchase of oil and gas producing properties, farm-in and farmout opportunities (i.e., the assumption or assignment of obligations to fund the cost of drilling and development). We may turn to opportunities in other countries if we deem the relevant considerations merit our investment. We plan to focus on early-stage exploration of hydrocarbons through a variety of transactions aimed at building a resource base. An integral part of our strategy is to build a competent and professional management and operations team to enable us to successfully carry out our business plan. Our Properties The following is a brief summary of our properties: Property Gross Acres Net Acres Working Interest(1) Operator Colombia Property Block CPO-4 345,592 43,200 12.5% SK Innovation Peru Properties Block Z-46 2,803,411 1,121,411 40.0% SK Innovation Block XXIV 276,137 13,807 5.0% Upland TEA Area I, II, III, IV 40,321,163 806,423 2.0% Upland (1) The assignment to the Company of the working interests in Block Z-46, Block XXIV, and the Peru TEA are subject to the approval of Perupetro, and the assignment to the Company of the interests in Block CPO-4 is subject to the approval of the National Hydrocarbon Agency of Colombia and the Republic of Korea. See The Company Colombia: Block CPO-4, The Company Peru: Block Z-46, and The Company Other Assets and Activities for a discussion of our farmout agreements. Block CPO-4. Block CPO-4 is located in the Llanos Basin of Colombia. Block CPO-4 consists of 345,592 gross acres (43,200 net) and is located approximately 70 miles southeast of Bogot . This block is operated by SK Innovation. Gulf United and our Block CPO-4 partners have reprocessed 1,350 kilometers of 2-D seismic data and 530 square kilometers of 3-D seismic data shot on the northern portion of acreage. Interpretation and study of this seismic data is ongoing. Tamandua-1 was the first well drilled on CPO-4. Due to conditions in the wellbore, the working interest partners elected to abandon the bottom section of the well and discontinue testing of the well after inconclusive results in the C-7 and C-9 sands. In April 2012, Tamandua-1 was temporarily abandoned to allow re-entry for future testing and evaluation. The Cachirre #1, the second well on CPO-4, was drilled to a measured depth of 9,486 feet in the southeast corner of Block CPO-4. An evaluation of the initial test results collected from the wellbore indicated that the primary targeted zones below a measured depth of 8,750 feet were water-wet. In June 2012, SK Innovation and the Company elected to abandon the Cachirre #1 well. Block Z-46. Block Z-46 is located in the Trujillo Basin offshore Peru. Block Z-46 consists of 2,803,411 gross acres (1,121,411 net) and is located in northern Peru. Water depths on the block range from 50 meters to 1000 meters. This block is operated by SK Innovation. Gulf United and our Block Z-46 partner have reprocessed 5,600 kilometers of 2-D seismic data. On December 31, 2010, we began acquiring an additional 2,904 kilometers of infill 2-D seismic data focused in the southern portion of the block where several 2-D defined Tertiary prospects are stacked with 2-D defined Paleozoic prospects. Based on the results of the new 2-D seismic data, we plan to acquire 3-D seismic data in calendar year 2012 to be used in the selection of drilling locations. No independent engineering estimates have been prepared at this time. In December 2011, the joint venture partners approved the work plan and budget for Z-46. Pursuant to existing agreements, under the work plan and budget, our current obligation on Z-46 during fiscal year 2012 is approximately $4.1 million, and during fiscal year 2013 will be approximately $13.1 million. Block XXIV. Block XXIV is located in the Sechura/Talara Basin in Peru. Block XXIV consists of 276,137 gross acres (13,807 net) of which approximately 80,000 are offshore and 196,000 are onshore. The offshore portion of the block is highly prospective. During 2011, Upland acquired 200 km of 2D seismic data on Block XXIV which is currently in processing. Going forward, we understand that Upland will conduct further geologic studies to prepare to drill two onshore wells during fiscal 2012 in seismically defined locations. TEA I, II, III, IV. Technical Evaluation Areas I, II, III, and IV of the Peru TEA are contiguous blocks that together comprise 40,321,163 gross acres (806,423 net). The Peru TEA runs south on the western flank of the Andes Mountains from the border with Ecuador to near Lima. This greenfield opportunity will require geological evaluation, including the acquisition of aeromagnetic survey and 2-D seismic data, before we evaluate drilling opportunities. During 2011, Upland completed a gravity aeromagnetic and satellite imaging study on the TEA which will be used to narrow the areas of interest for further geologic study. For a full discussion of our exploration projects, including maps setting forth the locations of each project, please see the section of this prospects entitled Business Our Exploration Projects beginning on page 28. Recent Events Equity Financings On April 19 and April 20, 2012, we sold to accredited investors an aggregate of 88,250,000 shares our common stock in a private placement at a purchase price of $0.08 per share for gross proceeds of $7,060,000 (the 2012 Private Placement ). At the closing of the offering, the Company paid to Wunderlich Securities, Inc. ( Wunderlich ), the exclusive placement agent in the offering, a cash commission of $211,800, and also paid $86,952 towards the reimbursement of out-of-pocket expenses and legal fees, resulting in net proceeds of $6,761,248. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gulf United Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 1090 20-5893642 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I. R. S. Employer Identification Number) P.O. Box 22165 Houston, Texas 77227-2165 (713) 942-6575 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) John B. Connally III Chief Executive Officer P.O. Box 22165 Houston, Texas 77227-2165 (713) 942-6575 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copy to: Thomas C. Pritchard, Esq. Brewer & Pritchard, P.C. Three Riverway, Suite 1800 Houston, Texas 77056 Tel: (713) 209-2950 Fax: (713) 659-5302 As soon as practicable after this Registration Statement becomes effective (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: x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o If this Form is a post-effective amendment filed 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. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filed and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x In February 2011, we sold to accredited investors 83,388,726 shares of our common stock in a private placement at a purchase price of $0.30 per share for gross proceeds of $25,016,618 (the 2011 Private Placement ). At the closing of the February 2011 financing, we issued the Warrants to Pritchard Capital Partners, LLC, as placement agent ( Pritchard ), which allows Pritchard to purchase up to 1 million shares of Company common stock at an exercise price of $0.30 per share. The Warrants may be exercised on a cashless or net exercise basis. We used the proceeds from this financing as follows: (i) $1.9 million was paid towards commissions, legal fees, and other offering expenses, (ii) $9.4 million was used towards the repayment of outstanding debt, (iii) $9.7 million was paid pursuant to existing contractual arrangements under farmout agreements, and (iv) $4.2 million has been used for general working capital purposes. We are registering the resale of 75,125,000 shares issued in the 2012 Private Placement pursuant to this Registration Statement. We registered the resale of the shares of common stock and the shares of common stock underlying the Warrants issued in the 2011 Private Placement pursuant to a registration statement on Form S-1 (File No. 333-172918), which was initially filed with the Securities and Exchange Commission ( SEC ) on March 18, 2011 and became effective on April 8, 2011 (the Prior Registration Statement ). This Registration Statement constitutes Post-Effective Amendment No. 1 to the Prior Registration Statement, and also updates certain information relating to the selling stockholders described in the Prior Registration Statement. Employment Agreements and Incentive Plan Awards In June 2012, the Board of Directors authorized the Company to amend the employment agreements for each of the Company s executive officers. In connection therewith, the employment agreement by and between the Company and John Connally III, our president, chief executive officer, and chairman, was amended and restated to extend the term of his agreement for an additional three years. Additionally, the employment agreements by and between the Company, Jim Ford, Ernest B. Miller, James C. Fluker III, and David Pomerantz, each of whom are named executive officers of the Company, were each extended for an additional one year. Also in June 2012, the Compensation Committee of the Board of Directors awarded Mr. Connally a cash bonus of $450,000 and a ten-year option to purchase up to 3 million shares of common stock at an exercise price of $0.08 per share pursuant to Mr. Connally s employment agreement. The Compensation Committee also awarded each of Messrs. Ford, Miller, and Fluker cash bonuses of $100,000 and ten-year options to purchase up to 1 million shares of common stock at an exercise price of $0.08 per share pursuant to their respective employment agreements. Mr. Pomerantz was awarded a cash bonus of $84,000 and a ten-year option to purchase up to 1 million shares of common stock at an exercise price of $0.08 per share pursuant to his employment agreement. Each of the Company s independent directors, John N. Seitz and Thomas G. Loeffler, were also each awarded ten-year options to purchase up to 1 million shares of common stock at an exercise price of $0.08 per share. All of the options awarded described above were made under the Company s 2011 Stock Incentive Plan, and vest equally over a period of three years beginning on June 4, 2013. Effective June 4, 2012, the Company entered into a one-year consulting agreement with a third party consultant, pursuant to which the consultant will provide advice to the Board, at a high level, relating to certain of the Company s strategic and business development activities. In consideration for entering into the consulting agreement, the Company issued the consultant 500,000 shares of the Company s restricted common stock. Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement will be used as a combined prospectus in connection with this Registration Statement and the Registration Statement on Form S-1 (File No. 333-172918), which was initially filed on March 18, 2011 and became effective on April 8, 2011 (the Prior Registration Statement ). This Registration Statement is a new registration statement and also constitutes Post-Effective Amendment No. 1 to the Prior Registration Statement. Such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 (2) See note(2) See note(2) See note(3) Common Stock, par value $0.001 75,125,000(4) $0.08(5) $6,010,000 $697.76 TOTAL 75,125,000 $6,010,000 $697.76(6) (1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, and as further described herein, shares of common stock previously registered on the registrant s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 18, 2011, File No. 333-172918, which became effective on April 8, 2011 (the Prior Registration Statement ) are being included in this Registration Statement. Pursuant to Rule 416 under the Securities Act of 1933, the Registrant is also registering such additional indeterminate number of shares as may become necessary to adjust the number of shares as a result of a stock split, stock dividend or similar adjustment of its outstanding common stock. (2) Consists of (i) 83,388,726 shares of common stock issued and outstanding and (ii) 1,000,000 shares of common stock issuable upon the exercise of certain warrants. These shares of common stock were previously registered on the Prior Registration Statement. (3) An aggregate registration fee of $5,566.34 was previously paid in connection with the filing of the Prior Registration Statement. (4) Represents outstanding shares of common stock offered by certain of the selling stockholders. (5) Calculated pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as amended, based upon the fixed price at which the common stock will initially be sold by the selling stockholders. The selling stockholders are offering these shares of common stock. The selling stockholders will offer their shares at a price of $0.08 per share until such time as the Company's common stock is listed on a national securities exchange after which time such selling stockholders may sell their shares at prevailing market or privately negotiated prices, in one or more transactions that may take place by ordinary broker's transactions, privately-negotiated transactions or through sales to one or more dealers for resale. The selling stockholders will receive all proceeds from the sale of the common stock. (6) Previously paid in connection with the initial filing of this Registration Statement on June 19, 2012. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. About This Offering Common stock offered by selling stockholders 157,847,060 shares, consisting of (i) 156,847,060 shares of common stock and (ii) 1,000,000 shares of common stock underlying the Warrants(1). Shares outstanding prior to the offering 551,517,726 shares(2) as of June 26, 2012 Shares to be outstanding after the offering 552,517,726 shares(3) Use of proceeds We will not receive any proceeds from the sale of the common stock. However, we will receive the sale price of any common stock we sell to a selling stockholder upon exercise of the Warrants (assuming the Warrants are not exercised on a cashless basis). We expect to use the proceeds received from the exercise of the Warrants, if any, for general working capital purposes.

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+Prospectus summary 1

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+This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the Preferred Shares. You should carefully read this entire prospectus, as well as the information incorporated by reference herein, before deciding whether to invest in the Preferred Shares. You should carefully consider the section entitled Risk Factors in this prospectus and the information in the documents incorporated by reference herein to determine whether an investment in the Preferred Shares is appropriate for you. The Company First Capital Bancorp, Inc. was organized as a Virginia corporation in 2006 for the sole purpose of becoming a holding company for First Capital Bank, our wholly-owned subsidiary, which began operating as a Virginia chartered commercial bank in 1998. Financial information in this prospectus for periods before the date First Capital Bancorp became a holding company for First Capital Bank reflects the results of operations of First Capital Bank. Our principal executive offices are located at 4222 Cox Road, Glen Allen, Virginia 23060, and our telephone number is (804) 273-1160. Our Internet address is www.1capitalbank.com. The information contained on our website is not part of this prospectus. First Capital Bank operates seven full service branch offices (alternatively referred to herein as branches and offices ) throughout the greater Richmond metropolitan area. Our bank engages in a general commercial banking business, with a particular focus on the needs of small and medium-sized businesses and their owners and key employees and the professional community. We emphasize personalized service, access to decision makers and a quick turn around time on lending decisions. We have a management team, officers and other employees with extensive experience in our primary market, which is the greater Richmond, Virginia metropolitan area. We strive to develop personal, knowledgeable relationships with our customers, while at the same time offering products comparable to those offered by larger banks in our market area. Recent Developments On May 11, 2012, we closed a stockholder rights offering in which we raised a total of $17.8 million through the sale of 8,913,513 shares of common stock and warrants to purchase an additional 4,456,756 shares of common stock. In the rights offering, we offered holders of record of our common stock as of February 10, 2012 (the Record Date ) the nontransferable right to purchase up to 8,913,513 units for a price of $2.00 per unit, with each unit consisting of one share of common stock and a warrant to purchase one-half of a share of common stock for a price equal to $2.00 per whole share. For each share of common stock held as of the Record Date, a stockholder received a nontransferable right to subscribe for up to three units in the offering (the Basic Subscription Privilege ). Stockholders who exercised their Basic Subscription Privilege in full were given the opportunity to purchase units that were not either purchased by other stockholders who exercised their Basic Subscription Privilege or by the Standby Purchaser (as defined below). In conjunction with the rights offering, we entered into a standby purchase agreement (the Standby Purchase Agreement ) with Kenneth R. Lehman (the Standby Purchaser ), a private investor from Arlington, Virginia. The Standby Purchase Agreement allowed the Standby Purchaser to purchase 350,000 units if such Table of Contents units were available after existing stockholders exercised their Basic Subscription Privilege. The Standby Purchaser s obligation was conditioned on the Company s receipt of valid subscriptions for a minimum of $5.0 million, including $1.0 million from executive officers and directors. Each condition was satisfied. The Standby Purchase Agreement granted the Standby Purchaser a right of first refusal to purchase up to 4,902,432 units, which was exercised in full. The Standby Purchase Agreement limits the Standby Purchaser s ability to vote more than 45% of the Company s outstanding shares should he acquire greater ownership in the future. We intend to use the net proceeds from the offering to capitalize our subsidiary, First Capital Bank, and for other general corporate purposes, including the allocation of a portion of the net proceeds toward the purchase of some of the Preferred Shares to the extent we submit a successful bid in the auction. The Offering The following summary contains basic information about the Preferred Shares and the auction process and is not intended to be complete and does not contain all the information that is important to you. For a more complete understanding of the Preferred Shares and the auction process, you should read the sections of this prospectus entitled Description of Preferred Shares and Auction Process. Issuer First Capital Bancorp, Inc. Preferred Shares Offered by Treasury 10,958 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A. The number of Preferred Shares to be sold will depend on the number of bids received in the auction described below and whether Treasury decides to sell any Preferred Shares in the auction process. See the section entitled Auction Process in this prospectus. Liquidation Preference If we liquidate, dissolve or wind up (collectively, a liquidation ), holders of the Preferred Shares will have the right to receive $1,000 per share, plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to, but not including, the date of payment, before any payments are made to holders of our common stock or any other capital stock that ranks, by its terms, junior as to rights upon liquidation to the Preferred Shares. Dividends Dividends on the Preferred Shares are payable quarterly in arrears on each February 15, May 15, August 15 and November 15. The initial dividend rate is 5% per annum through May 14, 2014, and will increase to 9% per annum on and after May 15, 2014, if not otherwise redeemed earlier for cash by us. Holders of Preferred Shares sold by Treasury in the auction, if any, that are record holders on the record date for the August 15, 2012 dividend payment date will be entitled to any declared dividends payable on such date. We currently must receive regulatory approval in order to make dividend payments. As of the date of this prospectus, the Company has paid all of its quarterly dividend obligations. Maturity The Preferred Shares have no maturity date. Rank The Preferred Shares rank (i) senior to common stock or any other capital stock that ranks, by its terms, junior as to dividend rights Table of Contents and/or rights upon liquidation to the Preferred Shares (collectively, the Junior Stock ), (ii) equally with any shares of our capital stock whose terms do not expressly provide that such class or series will rank senior or junior to the Preferred Shares as to dividend rights and/or rights upon liquidation (collectively, the Parity Stock ) and (iii) junior to all of our existing and future indebtedness and any future senior securities, in each case as to dividend rights and/or rights upon liquidation. Priority of Dividends So long as any of the Preferred Shares remain outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares of Junior Stock (other than dividends payable solely in common stock) or Parity Stock (other than dividends paid on a pro rata basis with the Preferred Shares), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock, Junior Stock or Parity Stock unless all accrued and unpaid dividends on the Preferred Shares for all past dividend periods are paid in full. Redemption We may redeem the Preferred Shares, at any time, in whole or in part, at our option, subject to prior approval by the Federal Reserve, for a redemption price equal to 100% of the liquidation preference amount per Preferred Share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. Except with respect to our intent to submit one or more bids in the auction, we have no current intention to redeem the Preferred Shares in the near future, but may seek to redeem some or all of the Preferred Shares at a future date if we deem such redemption to be in our interest. The Federal Reserve evaluates redemption requests on a case-by-case basis and considers a variety of factors, including a company s current and prospective capital position and its ability to serve as a continued source of strength to its banking subsidiaries during stressed market conditions. We cannot predict whether the Federal Reserve would approve any future redemption request we were to make. Voting Rights Holders of the Preferred Shares generally have no voting rights. However, if we do not pay dividends on the Preferred Shares for six or more quarterly periods, whether or not consecutive, the authorized number of directors of the Company will automatically increase by two and the holders of the Preferred Shares will have the right, with the holders of shares of any other classes or series of voting parity stock outstanding at the time, voting together as a class, to elect two directors to fill such newly created directorships at our next annual meeting of shareholders (or at a special meeting called for that purpose prior to the next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends (including dividends accumulated on any unpaid dividends) for all past dividend periods on all outstanding Preferred Shares have been paid in full; provided, that no person may be elected as a preferred director who would cause the Company to violate any corporate Table of Contents governance requirements of any securities exchange or other trading facility on which its securities may then be listed or traded. There is no limit on the number of nominations and a plurality of votes would determine the election of the two new directors. Upon any termination of the right of the holders of the Preferred Shares and voting parity stock as a class to vote for directors as described above, such directors will cease to be qualified as directors, the terms of office of such directors then in office will terminate immediately and the authorized number of directors will be reduced by the number of directors which had been elected by the holders of the Preferred Shares and the voting parity stock. In addition, the affirmative vote of the holders of at least 66 2/3% of the outstanding Preferred Shares is required for us to authorize, create or increase the authorized number of shares of our capital stock ranking, as to dividends or amounts payable upon liquidation, senior to the Preferred Shares, to amend, alter or repeal any provision of our articles of incorporation in a manner that adversely affects the rights of the holders of the Preferred Shares or to consummate a binding share exchange or reclassification of the Preferred Shares or a merger or consolidation of us with another entity unless (x) the Preferred Shares remain outstanding or are converted into or exchanged for preference shares of the surviving entity or its ultimate parent and (y) the Preferred Shares remain outstanding or such preference shares have such terms that are not materially less favorable, taken as a whole, than the rights of the Preferred Shares immediately prior to such transaction, taken as a whole. Auction Process The public offering price and the allocation of the Preferred Shares in this offering will be determined through an auction process conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P., the joint book-running managers in this offering, in their capacity as the auction agents. The auction process will entail a modified Dutch auction mechanic in which bids may be submitted through the auction agent or one of the other brokers that is a member of the broker network, which are collectively referred to in this prospectus as the network brokers, established in connection with the auction process. Each broker will make suitability determinations with respect to its own customers wishing to participate in the auction process. The auction agents will not provide bidders with any information about the bids of other bidders or auction trends, or with advice regarding bidding strategies, in connection with the auction process. We encourage you to discuss any questions regarding the bidding process and suitability determinations applicable to your bids with your broker. For more information about the auction process, see Auction Process in this prospectus. We intend to submit one or more bids in the auction and have received approval from the Federal Reserve to do so. Our bids may be made at a price or prices per share that is less than the liquidation Table of Contents preference per share, and our bids will be for less than all of the Preferred Shares. Depending on whether and the extent to which we are a successful bidder, our capital levels will be affected based on the aggregate purchase paid for the Preferred Shares, after taking into account any gain recognized on the difference, if any, between the clearing price and the liquidation preference of $1,000 per share. The capital ratios for the Company and First Capital Bank at March 31, 2012, and as adjusted to reflect the $17.8 million in Tier 1 capital raised in our stockholder rights offering that closed on May 11, 2012, are set forth in the table below. We do not intend to submit any bids for the purchase of Preferred Shares that, if successful, would result in the reduction of our capital ratios below the projected pro forma levels set forth in the table below. Company First Capital Bank Pro Forma Projected Minimum Capital Ratios After Purchase Ratio March 31, 2012 As Adjusted March 31, 2012 As Adjusted(1) Company First Capital Bank (Unaudited) Tier 1 risk-based capital 11.44 % 15.75 % 11.29 % 11.29 % 12.50 % 12.25 % Total risk-based capital 13.00 % 17.31 % 12.85 % 12.85 % 14.00 % 13.75 % Leverage 8.53 % 11.74 % 8.41 % 8.41 % 9.00 % 8.75 % (1) We plan to use a portion of the net proceeds from the stockholder rights offering to capitalize First Capital Bank. The amount of the net proceeds that we contribute to First Capital Bank will not be determined until after the completion of the auction process. Until that time, the entire amount of the net proceeds will be retained at the Company level. There can be no assurance that one or more of our bids will be successful. For more information about the auction process, see Auction Process in this prospectus. Minimum Bid Size and Price Increments This offering is being conducted using an auction process in which prospective purchasers are required to bid for the Preferred Shares. During the auction period, bids may be placed for Preferred Shares at any price at or above the minimum bid price of $819.25 per share (such bid price to be in increments of $0.01), with a minimum bid size of one Preferred Share. See Auction Process in this prospectus. Bid Submission Deadline The auction will commence at 8:30 a.m., New York City time, on the date specified by the auction agent in a press release issued prior to the opening of the equity markets on such day, and will close at 6:30 p.m., New York City time, on the second business day immediately thereafter which is referred to as the submission deadline. Irrevocability of Bids Bids that have not been modified or withdrawn by the time of the submission deadline are final and irrevocable, and bidders who submit bids that are accepted by Treasury will be obligated to purchase the Preferred Shares allocated to them. The auction agents Table of Contents are under no obligation to reconfirm bids for any reason, except as may be required by applicable securities laws; however, the auction agents, in their sole discretion, may require that bidders confirm their bids before the auction process closes. See Auction Process in this prospectus. Clearing Price The price at which the Preferred Shares will be sold to the public will be the clearing price, plus accrued dividends thereon. The clearing price will be determined as follows: If valid, irrevocable bids are received for 100% or more of the offered Preferred Shares at the submission deadline, the clearing price will be equal to the highest price at which all of the offered Preferred Shares can be sold in the auction; If valid, irrevocable bids are received for at least half, but less than all, of the offered Preferred Shares at the time of the submission deadline, the clearing price will be equal to the minimum bid price of $819.25 per share. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares in the auction process or, in the case where bids are received for at least half, but less than all, of the Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury decides to sell Preferred Shares in the auction, after Treasury confirms its acceptance of the clearing price and the number of Preferred Shares to be sold, the auction agent and each network broker that has submitted a successful bid will notify successful bidders that the auction has closed and that their bids have been accepted by Treasury (subject, in some cases, to pro-ration, as described below). The clearing price and number of Preferred Shares to be sold are also expected to be announced by press release on the business day following the end of the auction. See Auction Process in this prospectus. Number of Preferred Shares to be Sold If bids are received for 100% or more of the offered Preferred Shares, Treasury must sell all of the offered Preferred Shares if it chooses to sell any Preferred Shares. If bids are received for at least half, but less than all, of the offered Preferred Shares, then Treasury may, but is not required to, sell at the minimum bid price in the auction (which will be deemed to be the clearing price) the number of Preferred Shares it chooses to sell up to the number of bids received in the auction, so long as at least half of the offered Preferred Shares are sold. If bids are received for less than half of the offered Preferred Shares, Treasury will not sell any Preferred Shares in this offering. Even if bids are received for at least half of the offered Preferred Shares, Treasury may decide not to sell any Preferred Shares or, in the case where bids are received for at least half, but less than all, of the offered Preferred Shares, may decide only to sell a portion (but not less than half) of the offered Preferred Shares in the auction process. If Treasury elects to sell any Preferred Shares in the auction, Treasury Table of Contents must sell those shares at the clearing price, plus accrued dividends thereon. In no event will Treasury sell more Preferred Shares than the number of Preferred Shares for which there are bids. See Auction Process in this prospectus. Allocation; Pro-Ration If bids for 100% or more of the offered Preferred Shares are received and Treasury elects to sell Preferred Shares in the offering, then any accepted bids submitted in the auction above the clearing price will receive allocations in full, while any accepted bids submitted at the clearing price may experience pro-rata allocation. If bids for at least half, but less than all, of the offered Preferred Shares are received, and Treasury chooses to sell fewer Preferred Shares than the number of Preferred Shares for which bids were received, then all bids will experience equal pro-rata allocation. See Auction Process in this prospectus. Use of Proceeds We will not receive any proceeds from the sale of any Preferred Shares sold by Treasury. See Use of Proceeds. Listing The Preferred Shares will not be listed for trading on any stock exchange nor will they be available for quotation on any national quotation system. Risk Factors See Risk Factors and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider carefully before making a decision to invest in the Preferred Shares. Auction Agents Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O Neill & Partners, L.P. Network Brokers See page 37 of this prospectus for a list of brokers participating as network brokers in the auction process. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Stock. You should read the entire prospectus, including "Risk Factors" and the consolidated financial statements and the related notes before making an investment decision. Contents from our website, www.chinainternetcafe.com, are not part of this prospectus. Except as otherwise specifically stated or unless the context otherwise requires, the "Company," "we," "our" and "us" refers collectively to China Internet Cafe Holdings Group, Inc. THE COMPANY Business Overview We operate a chain of 62 internet caf s in Shenzhen, Guangdong, PRC that are generally open 24 hours a day, seven days a week. We provide internet caf facilities to our customers and we believe we are the largest internet caf chain in Shenzhen. We provide internet access at prices that we believe are affordable to both students and migrant workers. Although we sell snacks, drinks, and game access cards, over 95% of our revenue comes from selling access time to our computers. We sell internet caf memberships to our customers. Members purchase prepaid IC cards (a pocket-sized card with embedded integrated circuits that can be used for identification, authentication, data storage and application processing), which include stored value that will be deducted based on time usage of a computer at the internet caf . The cards are only sold at our caf s. We deduct the amount that reflects the access time used by a customer when the customer s IC card is inserted into the IC card slot on the computer. Our History China Internet Cafe Holdings Group, Inc. ("we", "us", or the "Company") is a Nevada holding company for our direct and indirect subsidiaries in the British Virgin Islands ("BVI") and the People s Republic of China ("PRC"). We own all of the issued and outstanding capital stock of Classic Bond, a BVI corporation. Classic Bond is a holding company that owns 100% of the outstanding capital stock of Shenzhen Zhonghefangda Network Technology Co., Limited ("Zhonghefangda"), a PRC company. Current PRC laws and regulations impose substantial restrictions on foreign ownership of the internet caf business in the PRC. Therefore, our principal operations and sales and marketing activities in the PRC are conducted through Shenzhen Junlong Culture Communications Co., Ltd ("Junlong"), our variable interest entity ("VIE"), which holds the licenses and approvals for conducting the internet caf business in the PRC. Junlong was incorporated in the PRC in December 2003. It obtained its license to operate internet caf s in 2005. Our effective control over the VIE is contingent on a series of contractual arrangements. These contracts include a Management and Consulting Services Agreement, an Option Agreement, an Equity Pledge Agreement, and a Voting Rights Proxy Agreement. The Management and Consulting Services Agreement, dated June 11, 2010, is between our indirect, wholly owned subsidiary, Zhonghefangda, and our VIE. The rest of the agreements, also dated June 11, 2010, are among Zhonghefangda, our VIE and its shareholders. These contracts are summarized below. Please also refer to the full text of the contracts, which are filed as exhibits to this report. Management and Consulting Services Agreement. Under the Management and Consulting Services Agreement between Junlong and Zhonghefangda, Zhonghefangda provides management and consulting services to the VIE in exchange for service fees up to 100% of the VIE s Aggregate Net Profits (as defined in the agreement). In consideration for its right to receive the VIE s aggregate net profits, Zhonghefangda will reimburse to the VIE the full amount of Net Losses (as defined in the Agreement) incurred by the VIE. During the term of the agreement, the VIE may not contract with any other party to provide services that are the same or similar to the services to be provided by Zhonghefangda pursuant to the agreement. The term of this agreement is 20 years, renewable for succeeding periods of the same duration until terminated pursuant to terms of the agreement. Option Agreement. Under the Option Agreement, the shareholders of the VIE, Mr. Dishan Guo, Mr. Jinzhou Zeng and Ms. Xiaofen Wang (the "VIE Shareholders"), who collectively own 100% of the equity interest in the VIE, granted Zhonghefangda an exclusive, irrevocable option to purchase all or part of their equity interests in the VIE, exercisable at any time and from time to time, to the extent permitted under PRC law. The purchase price of the equity interest will be equal to the original paid-in registered capital of the transferor, adjusted proportionally if less than all of the equity interest owned by the transferor is purchased. Equity Pledge Agreement. The VIE Shareholders have pledged their entire equity interest in the VIE to Zhonghefangda pursuant to the Equity Pledge Agreement. The equity interests are pledged as collateral to secure the obligations of the VIE under the Management and Consulting Services Agreement and the VIE Shareholders obligations under the Option Agreement and the Proxy Agreement. Voting Rights Proxy Agreement. Pursuant to the Voting Rights Proxy Agreement, each of the VIE Shareholders has irrevocably granted and entrusted Zhonghefangda with all of the voting rights as a shareholder of the VIE for the maximum period of time permitted by law. Each VIE Shareholder has also covenanted not to transfer his or her equity interest in the VIE to any party other than Zhonghefangda or a designee of Zhonghefangda. We believe that the terms of these agreements are no less favorable than the terms that we could obtain from disinterested third parties. According to our PRC counsel, China Commercial Law Firm, our conduct of business through these agreements complies with existing PRC laws, rules and regulations. As a result of these contractual arrangements, Junlong became our controlled VIE. A variable interest represents a contractual or ownership interest in another entity that causes the holder to absorb the changes in fair value of the other entity s net assets. Potential variable interests include: holding economic interests, voting rights, or obligations to an entity; issuing guarantees on behalf of an entity; transferring assets to an entity; managing the assets of an entity; leasing assets from an entity; and providing financing to an entity. In such cases consolidation of the VIE is required by the enterprise that controls the economic risks and rewards of the entity, regardless of ownership. We have consolidated Junlong s historical financial results in our financial statements as a variable interest entity pursuant to U.S. generally accepted accounting principles ("GAAP"). Acquisition of Classic Bond On July 2, 2010, we completed a reverse acquisition transaction through a share exchange with Classic Bond and its shareholders, whereby we acquired 100% of the issued and outstanding capital stock of Classic Bond, in exchange for 19,000,000 shares of our Common Stock, which shares constituted 94% of our issued and outstanding shares on a fully-diluted basis, as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Classic Bond became our wholly owned subsidiary and the former shareholders of Classic Bond, became our controlling shareholders. The share exchange transaction with Classic Bond was treated as a reverse acquisition, with Classic Bond as the acquirer and China Internet Cafe Holdings Group, Inc. as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Classic Bond and its consolidated subsidiaries. Upon the closing of the reverse acquisition, Xuezheng Yuan, our sole director and officer, submitted a resignation letter pursuant to which he resigned, with immediate effect, from all offices that he held and from his position as our sole director that became effective on the August 13 2010, ten days following the mailing by us of an information statement to our stockholders complying with the requirements of Section 14f-1 of the Exchange Act (the "Information Statement"). Also upon the closing of the reverse acquisition, our board of directors (the "Board of Directors") increased its size from one to five members and appointed Dishan Guo, Zhenquan Guo, Lei Li, Wenbin An and Lizong Wang to fill the vacancies created by the resignation of Xuezheng Yuan and such increase. Mr. Dishan Guo's appointment became effective upon closing of the reverse acquisition, while the remaining appointments became effective on August 23, 2010. In addition, our executive officers were replaced by the Classic Bond executive officers upon the closing of the reverse acquisition as indicated in more detail below. As a result of our acquisition of Classic Bond, we now own all of the issued and outstanding capital stock of Classic Bond. Classic Bond was incorporated in the British Virgin Islands on November 2, 2009 to serve as an investment holding company. Junlong was incorporated in the PRC in December 2003. It obtained its first licenses from the Ministry of Culture to operate an internet caf chain in 2005 and opened its first internet caf in April 2006. The following chart represents our organizational structure as of the date of this report: On July 2, 2010, our Board of Directors approved a change in our fiscal year end from June 30 to December 31, which was effectuated in connection with the reverse acquisition transaction described above. On January 20, 2011, the Company filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to give effect to a name change from "China Unitech Group, Inc." to "China Internet Cafe Holdings Group, Inc." The Certificate of Amendment was approved by our Board of Directors on July 30, 2010 and was approved by a stockholder holding 59.45% of our outstanding Common Stock by written consent on July 30, 2010. In connection with the name change, on January 25, 2011, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting a name change from "China Unitech Group, Inc." to "China Internet Cafe Holdings Group, Inc." as well as an OTC voluntary symbol change from "CUIG" to "CICC." These changes became effective on February 1, 2011. Our Common Stock began trading under the Company s new name on the Over-the Counter Bulletin Boards on Tuesday, February 1, 2011 under our new trading symbol "CICC." On February 22, 2011, in connection with a security purchase agreement between the Company and certain investors (collectively, the "Investors"), we closed a private placement of approximately $6.4 million from offering a total of 474,967 units (the "Units") at a purchase price of $13.50 per Unit, each consisting of:(i) nine shares of the Company s 5% Series A Convertible Preferred Stock, par value $0.00001 per share (the "Preferred Shares "), convertible on a one to one basis into nine shares of the Company s Common Stock; (ii) one share of Common Stock; (iii) two three-year Series A Warrants, each exercisable for the purchase of one share of Common Stock, at an exercise price of $2.00 per share; and (iv) two three-year Series B Warrants, each exercisable for the purchase of one share of Common Stock, to purchase one share of Common Stock, at an exercise price of $3.00 per share. Our Corporation Information We maintain our corporate offices at #1707, Block A, Genzon Times Square, Longcheng Blvd, Centre City, Longgang District, Shenzhen, Guangdong Province, People s Republic of China. Our telephone number is 86-755-89896008 and our facsimile number is 86-755-89896018. We also have a website at http://www.chinainternetcafe.com/ THE OFFERING The Offering This prospectus relates to (i) 474,967 shares of Common Stock, (ii) 1,899,868 shares of Common Stock underlying certain convertible warrants, and (iii) 4,274,703 shares of Common Stock underlying Preferred Shares. Common Stock outstanding prior to offering 21,414,821 Common Stock offered by Company 0 Total shares of Common Stock offered by selling shareholders 6,649,538 (comprising 1,899,868 shares of Common Stock underlying certain warrants, 4,274,703 shares of Common Stock underlying certain convertible preferred stock, and 474,967 shares of Common Stock) Common Stock to be outstanding after the offering (assuming all the warrants have been either exercised or converted and all Preferred Shares have been converted) 28,187,850 Use of proceeds of sale We will not receive any of the proceeds of sale of the shares of Common Stock by the selling stockholders. However, we will receive proceeds from any exercise or conversion of the warrants into and up to 1,899,868 shares of our Common Stock, which are presently offered under this prospectus unless the warrants are exercised on a cashless basis, in which case we will not receive any proceeds from the exercise of the warrants. We intend to use any proceeds received from the exercise or conversion, as the case may be, for working capital and other general corporate purposes. We, however, cannot assure you that any of the warrants will be exercised or converted. Risk Factors See "Risk Factors" beginning on page 10 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our Common Stock. Background On February 22, 2011( the "Closing Date"), in connection with a security purchase agreement between the Company and the Investors, we closed a private placement (the "Offering") of approximately $6.4 million from offering a total of 474,967 units (the "Units") at a purchase price of $13.50 per Unit, each consisting of:(i) nine shares of the Company s Preferred Shares, convertible on a one to one basis into nine shares of the Company s Common Stock; (ii) one share of Common Stock; (iii) two three-year Series A Warrants, each exercisable for the purchase of one share of Common Stock, at an exercise price of $2.00 per share; and (iv) two three-year Series B Warrants, each exercisable for the purchase of one share of Common Stock, to purchase one share of Common Stock, at an exercise price of $3.00 per share. As a condition to the Offering, we agreed to grant certain registration rights to the Investors pursuant to a Registration Rights Agreement dated February 22, 2011. We agreed to register for resale with the Securities and Exchange Commission (i) the shares of Common Stock issuable upon conversion of the Preferred Shares (4,274,703); (ii) the Common Shares (474,967); (iii) the shares of Common Stock issuable upon exercise of the Warrants (1,899,868); and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. For more information on the Offering, please refer to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2011 and in the "Recent Sales of Unregistered Securities" section below. Plan of Distribution This offering is not being underwritten. The selling stockholders directly, through agents designated by them from time to time or through brokers or dealers also to be designated, may sell their shares from time to time, in or through privately negotiated transactions, or in one or more transactions, including block transactions, on the OTC Bulletin Board or on any stock exchange on which the shares may be listed in the future pursuant to and in accordance with the applicable rules of such exchange or otherwise. The selling price of the shares may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required, the specific shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any such agent, broker or dealer and any applicable commission or discounts with respect to a particular offer will be described in an accompanying prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. We will keep this prospectus current until the expiration dates of the convertible warrants, even if the convertible warrants which underlie certain shares of our Common Stock subject to this prospectus are out of the money. The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. We will not receive any proceeds from sales of shares by the selling stockholders. However, if any of the selling stockholders decide to exercise their warrants, we will receive the net proceeds of the exercise of such security held by the selling stockholders. We intend to use any proceeds we receive from the exercise or conversion of warrants for working capital and other general corporate purposes. We cannot assure you that any of the warrants will ever be exercised or converted. To the extent that the warrants are exercised on a cashless basis, we will not receive any proceeds from the exercise of the warrants. We will pay all expenses of registration incurred in connection with this offering (estimated to be $68,262), but the selling stockholders will pay all of the selling commissions, brokerage fees and related expenses. The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the distribution of any of the shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms Lithium Exploration Group , the Company, we, us, and our refer to Lithium Exploration Group, Inc. We are an exploration stage company that engages principally in the acquisition, exploration, and development of resource properties. Prior to June 25, 2009, we had the right to conduct exploration work on 20 mineral mining claims in Esmeralda County, Nevada. On July 31, 2009, we acquired an option to enter into a joint venture for the management and ownership of the Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint venture was terminated and we entered into an agreement with Beeston Enterprises Ltd., under which we were granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia, Canada. At this time we do not own any interests related to claims in Nevada or British Columbia. On December 16, 2010, we entered into an Assignment Agreement to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada known as our Valleyview Project. To date, we have made a $60,000 payment in December 2011 and will have to make the following payments: $100,000 due in December 2012; and $300,000 due in December 2013. Costs associated with the exploration of the Alberta property totaled $175,000 in 2011 and included a 12 week test sampling program, a hydrogeological reservoir study and 43-101 technical report, and a mineral processing technique design from the University of Alberta. On January 18, 2011, we entered into a Purchase Option Agreement to acquire an undivided 60% interest in certain mineral claims known as the Salta Aqua Claims located in Salta Province, Argentina. We paid $75,000 due on this Option in the first quarter of 2011. A payment of $100,000 was to become due in January 2012 and another payment was to become due in 2013 and 2014. Two hydrogeologists went to the Salta site from December 27, 2011 to December 29, 2011. On that trip, photos were taken of the properties as well as 15 surface water samples which were sent to local laboratories for testing on January 5, 2012. On January 18, 2012, we elected not to pursue our option to purchase the property at its Salta Project in Argentina. The decision was made after reviewing the geological findings, evaluating both the short- and long-term financial commitments of the option agreement, considering the recent political unrest in Argentina, and most importantly the decision to focus our attention on our Valleyview Project in Alberta, Canada. As a result, no further payments are due on this option. The substantive steps and timeline for our Valleyview Project for the recent past and coming months are as follows: January 1 to January 15, 2012: Receive and integrate aquifer data into APEX technical report and Micromine. Commence block modeling and in-situ resource estimate. January 16 to February 28, 2012: Complete resource estimation and create preliminary draft of Resource Technical Report, and upon review complete resource Technical Report. Review of draft of Resource Technical Report and complete final draft of Resource Technical Report. This portion of the project has been completed. April 1 to August 31, 2012: The following studies were commissioned to expand upon the results of the initial Resource Technical Report. All of the following studies have been commissioned with results to be provided periodically but to be finalized by the end of August 2012. A QA/QC study was commissioned to define the parameters used for the initial testing program by Maxxam Analytics to ensure accuracy of those tests and future results using the same program. This study will also include duplicate sampling of wells that were tested in 2011 to ensure consistency and accuracy of the 2011 results. A study from Niven Fischer in Calgary, Alberta was commissioned to identify the ideal location for a pilot plant including pricing of land leases and environmental considerations for building the plant to process the brine which we are targeting for mineral production. The University of Alberta has been commissioned to begin lab testing of their mineral processing techniques that were designed in their 2011 study to produce lithium carbonate, potassium chloride, and magnesium hydroxide. A study was commissioned with the assistance of a former government official with the minerals and mining branch of the Alberta Government to outline the required steps and timelines to obtain the proper approvals for moving the Valleyview Project to a pilot scale project and eventually to full commercial production September 1 to December 31, 2012: Upon completion of all of the studies we will compile all of the data into a business plan and solicit input on next steps with the required firms to build an initial facility to house our pilot plant and ultrasonic technology unit. The planning can begin immediately even if the technology is not ready for delivery to the site on September 1. We have generated no revenues since May 31, 2006 (inception) and have incurred $25,774,698 in expenses as of March 31, 2012 (of which $17,595,000 relates to the value of stock issued to our officer and directors). As of December 31, 2011, we have incurred $25,541,696 in expenses (of which $17,595,000 relates to the value of stock issued to our officer and directors). During a short time span, including the format approved to date, the shares were trading well outside (higher than) its normal trading ranges due to market activities over which management had no control and which had no connection to the company s operations or actions of its officers or directors. As at March 31, 2012, we had a working capital deficiency of $2,746,108 and an accumulated deficit of $29,241,738 (of which $17,595,000 relates to the value of stock issued to our officer and directors). We have funded operations since inception thought private placements. As of March 31, 2012, we had cash and cash equivalents of $208,192 and as further described below, in May 2012, we received gross proceeds of $1,500,000 from the sale of a convertible debenture. Accordingly, we will use our cash on hand to fund our operations for the next 12 months. Our ability to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of ore reserves. We do not have any current funding agreements and there cannot be any assurance that we will be able to raise additional funding. These factors, among others, have led our auditors to include a going concern paragraph in their audit report. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Lithium Exploration Group, Inc. (formerly Mariposa Resources, Ltd.) was incorporated on May 31, 2006 in the State of Nevada. We are based in Scottsdale, Arizona. Effective November 30, 2010, we changed our name to Lithium Exploration Group, Inc., by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name. There are currently three employees of the Company: Alexander Walsh as Chief Executive, Alex Koretsky as Chief Operating Officer, and Shanon Chilson is as an administrative assistant and controller. Bryan Kleinlein is a consultant to our company and is serving as our Chief Financial Officer. Mr. Walsh will visit our Alberta, Canada property quarterly. To date, Mr. Walsh has visited the Alberta property two times but has made five trips to Alberta to meet with various consultants to oversee and discuss the plans for developing the Valleyview Project. There are outside consultants that have been engaged for industry specialties. There are two other directors in the company, Jon Jazwinski and Brandon Colker, who spend approximately 15 hours per month on various company activities. Mr. Jazwinski s primary role is to review the geological findings and exploration strategies taken by management at the direction of consultants. Mr. Colker s primary role is to work with management on research and networking with global industry partners and capital sources. Mr. Jazwinski and Mr. Colker are both responsible for shaping the direction of the Company and assist with the submission of corporate filings. Our executive offices are located at 3200 N. Hayden Road, Suite 235, Scottsdale, Arizona 85251, and our telephone number is (480) 641-4790. The Offering Common stock outstanding prior to the offering 54,349,908 shares* Common stock offered by selling stockholder 7,999,999** shares of common stock, including 4,666,666 shares of common stock issuable upon conversion of a debenture based on $.36 (which is 65% of $.55 which was the lowest reported sales price of our common stock within 20 trading days of May 22, 2012 and which is a discount to market), 3,333,333 shares of common stock issuable upon exercise of the warrants at an exercise price of $0.45 per share, which is a discount to the current market price our common stock. Common stock to be outstanding after the offering 62,349,907 shares 1 Use of proceeds We will not receive any proceeds from the sale of the common stock hereunder. We may receive the exercise price of any common stock issued to the selling stockholder upon exercise of outstanding warrants. See Use of Proceeds for a complete description. Over-The Counter Bulletin Board Symbol LEXG.OB (1) Assumes full conversion of the debentures, full exercise of the warrants and issuance of all the shares upon payment of interest on the convertible debentures. *Based on shares issued and outstanding as of June 25, 2012. ** This amount is 29% of the shares of our common stock held by non-affiliates of ours. Selling Stockholder Financing Transaction On March 28, 2012 we entered into a securities purchase agreement with one investor, Hagen Investments Ltd. Pursuant to the terms of the agreement, on May 15, 2012, the investor acquired a convertible debenture with an aggregate total principal of $1,680,000 and a warrant to purchase 3,333,333 shares of our Common Stock and we received gross proceeds of $1,500,000. Section 4(b) of the debenture provides that the conversion price of the debenture is (i) the lesser of 65% of the lowest reported sale price of the Common Stock for the twenty trading days immediately prior to the date of conversion or (ii) $0.45 per share (which may be at a discount to the market price of our common stock at the time of maturity), subject to various prescribed conditions. On May 15, 2012, we entered into an amendment to the securities purchase agreement to adjust the exercise price of the warrant to be issued in conjunction with the closing of the SPA from $0.69 per share to $0.45 per share. The debenture matures on May 15, 2013 and except as otherwise provided in the debenture no regularly scheduled interest payments are to be made on the debenture. The investor may not convert the debenture at any time if upon such conversion the investor would become the beneficial owner of more than 4.99% of the outstanding shares of our Common Stock. The debenture includes anti-dilution protection with respect to lower priced issuances of common stock or securities convertible or exchangeable into common stock. The total dollar value of the securities underlying the convertible debenture that we have registered for resale (using the number of underlying securities that we have registered for resale and the market price per share for those securities on May 21, 2012) is $2,893,332.92. Along with the debenture, we also issued a warrant to acquire a total of 3,333,333 shares of our common stock for a period of five years at a price of $.45 per share, subject to certain adjustments. The warrant may also be exercised on a cashless basis. The investor may not exercise the warrant at any time if upon such exercise the investor would become the beneficial owner of more than 4.99% of the outstanding shares of our Common Stock. The warrants include anti-dilution protection with respect to lower priced issuances of common stock or securities convertible or exchangeable into common stock. No payments are or will be payable by us to any broker, financial advisor or consultant, finder, placement agent, investment banker or bank with respect to the transaction. After bank transaction fees we received $1,499,827.50 from the sale of the debentures. It is our understanding that the selling stockholder intends to convert the debenture, in which case we would not be required to make payments on the overlying securities. In the event that the selling stockholder does not convert the debenture, we will be unable to make payments on the overlying securities. The selling shareholder has no existing short position in the Company s common stock. The following table lists the total possible profit (discount to the market price) the selling shareholder could realize as a result of the conversion discount for the securities underlying the debenture and the warrant, using the market price and conversion price (exercise price) of the underlying securities as of the date of sale of the debenture and the warrant (May 15, 2012): Market Conversion Underlying Total Market Conversion Price Price/Share Price/Share Shares Price of Total Shares Total Discount Debenture $ .62 $ 0.45 3,733,333 $ 2,314,666 $ 1,680,000 $ 634,666 Warrant $ .62 $ 0.45 3,333,333 $ 2,066,666 $ 1,500,000 $ 566,666 Total Discount $ 1,201,332 The debenture was issued at a $180,000 discount to the total amount of the debenture and (other than with respect to a default) does not require regular interest payments. The discount of $180,000 plus the total discount to the market price of the shares underlying the debenture ($634,466), as a percentage of our net proceeds from the sale of the debenture ($1,499,827.50) is 54%. This equals a percentage of 4.5% per month averaged over the 12 month term of the debentures, and 54% per year. The debenture is also convertible, in whole or in part, into shares of Common Stock at a price equal to (i) the lesser of 65% of the lowest reported sale price of the Common Stock for the twenty trading days immediately prior to the date of conversion or (ii) $0.45 per share (which may be at a discount to the market price of our common stock at the time of maturity), subject to various prescribed conditions. The following table lists the total possible profit (discount to the market price) the selling shareholder could realize as a result of the conversion discount for the securities underlying the (i) debenture (using a price of $.36 which is 65% of $.55 which was the lowest price of our common stock within 20 days of May 15, 2012 and (ii) the warrant, using the market price and the exercise price of the underlying security as of the date of the sale of the warrant (May 15, 2012): Market Conversion Underlying Total Market Conversion Price Price/Share Price/Share Shares Price of Total Shares Total Discount Debenture $ .62 $ 0.36 4,666,666 $ 2,893,333 $ 1,680,000 $ 1,213,333 Warrants $ .62 $ 0.45 3,333,333 $ 2,066,666 $ 1,500,000 $ 566,666 Total Discount $ 1,779,999 The debenture was issued at a $180,000 discount to the total amount of the debenture and (other than with respect to a default) does not require regular interest payments. The discount of $180,000 plus the total discount to the market price of the shares underlying the debenture ($1,213,333), as a percentage of our net proceeds from the sale of the debenture ($1,499,827.50) is 92.9%. This equals a percentage of 7.74% per month averaged over the 12 month term of the debentures, and 81% per year. As of July 31, 2012, of the 6,350,711 shares registered pursuant to the Registration Statement on Form S-1 (File Number 333-175883), Hagen Investments continues to hold 1,260,000 shares and is entitled to sell another 104,635 shares upon conversion of an outstanding debenture (including interest on the debenture) issued to Hagen in July 2011. Additionally, there are 1,807,229 registered shares issuable upon the exercise of a warrant issued to Hagen. The following table details all prior securities transactions between us and Hagen Investments Ltd. the selling shareholder (including any affiliates of Hagen Investments or any person with whom Hagen Investments has a contractual relationship regarding the transaction (or any predecessors of those persons): Date of Transaction Number of shares of the class of securities Subject to the transaction that were outstanding prior to the transaction Number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction and held by persons other than the selling shareholder, affiliates of the company or affiliates of the selling shareholder Number of shares of the class of securities subject to the transaction that were issued or issuable in connection with the transaction Percentage of total issued and outstanding securities that were issued or issuable in the transaction (assuming full issuance) (with the percentage calculated by taking the number of shares issued and outstanding prior to the applicable transaction and held by persons other than the selling shareholder and dividing that number by the number of shares issued or issuable in connection with the applicable transaction. Market price of the class of securities subject to the transaction immediately prior to the transaction Current market price per share of the class of securities subject to the transaction June 29, 2011 50,815,476 23,515,476 6,350,711 shares of Common Stock(1) 27% $1.86 (as of June 28, 2011) $.45(as of July 30, 2012) May 15, 2012 54,349,908 26,749,908 7,999,999(2) 29.9% $.64 (as of May 14, 2012) $.45(as of June 30, 2012) (1) Includes 2,218,181 shares of common stock issuable upon conversion of debentures at a conversion price of $.4125 (which is based on 55% of $.75 which was the lowest reported sales price of our common stock within 20 trading days of January 9, 2012 and which is a discount to the market price of our common stock) 1,807,229 shares of common stock issuable upon exercise of the warrants at an exercise price of $0.913 per share, 2,000,000 shares which were issued upon conversion of $585,000 of the debentures at a conversion price of $.2925, which was determined by using $.45 which was the lowest sales price of our common stock during the twenty days prior to November 22, 2011 and multiplying that by 65% and 325,301 shares of common stock issuable upon payment of interest on the debentures (which is based on a conversion price of $.83, which may be at a discount to the market price of our common stock at the time of maturity of the debentures). (2) includes 4,666,666 shares of common stock issuable upon conversion of a debenture based on $.36 (which is 65% of $.55 which was the lowest reported sales price of our common stock within 20 trading days of May 22, 2012 and which is a discount to market) and 3,333,333 shares of common stock issuable upon exercise of the warrants at an exercise price of $0.45 per share, which is a discount to the current market price our common stock. The following table details the information noted below regarding the shares registered for resale by the Hagen Investments Ltd. Number of shares outstanding prior to the convertible note transaction that are held by persons other than the selling shareholders, affiliates of the Company and affiliates of the selling shareholder Number of shares registered for resale by the selling shareholder or affiliates of the selling shareholder in prior registration statement The number of shares registered for resale by the selling shareholder or affiliates of the selling shareholder that continue to be held by the selling shareholder or affiliates of the selling shareholder The number of shares that have been sold in registered resale transaction by the selling shareholder or affiliates of the selling shareholder The number of sharesto be registered for resale on behalf of the selling shareholder or affiliates of the selling shareholder in the current transaction. 26,749,908 6,350,711 shares of Common Stock(1) As of July 31, 2012, of the 6,350,711 shares registered for resale pursuant to the Registration Statement on Form S-1 (file no. 333-175883) Hagen Investments continues to hold 1,260,000 shares and is entitled to sell another 104,635 shares upon conversion of the debenture (including interest on the debenture) issued to Hagen in July 2011. Additionally, there are 1,807,229 registered shares issuable upon the exercise of a warrant issued to Hagen. 3,178,032 7,999,999(2) (1) Includes 2,218,181 shares of common stock issuable upon conversion of debentures at a conversion price of $.4125 (which is based on 55% of $.75 which was the lowest reported sales price of our common stock within 20 trading days of January 9, 2012 and which is a discount to the market price of our common stock) 1,807,229 shares of common stock issuable upon exercise of the warrants at an exercise price of $0.913 per share, 2,000,000 shares which were issued upon conversion of $585,000 of the debentures at a conversion price of $.2925, which was determined by using $.45 which was the lowest sales price of our common stock during the twenty days prior to November 22, 2011 and multiplying that by 65% and 325,301 shares of common stock issuable upon payment of interest on the debentures (which is based on a conversion price of $.83, which may be at a discount to the market price of our common stock at the time of maturity of the debentures). The aforementioned shares were registered for resale by Hagen Investments pursuant to the Registration Statement on Form S-1 file no. 333-175883. (2) includes 4,666,666 shares of common stock issuable upon conversion of a debenture based on $.36 (which is 65% of $.55 which was the lowest reported sales price of our common stock within 20 trading days of May 22, 2012 and which is a discount to market) and 3,333,333 shares of common stock issuable upon exercise of the warrants at an exercise price of $0.45 per share, which is a discount to the current market price our common stock.

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY
+
+To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 8 and the financial statements.
+
+General
+
+Restoration Industries, Inc. (the registrant) was incorporated under the laws of the state of Florida in October 2006. 
+
+Operations
+
+The registrant is engaged in the production and sale of a Wall Cavity Drying System for the water damage industry. This piece of equipment is called the Bear Cave, and is patent pending.
+
+Common Shares 
+
+Outstanding prior 
+
+to the Offering 
+
+1,450,000
+
+Common Shares 
+
+being sold in 
+
+this offering
+
+2,000,000
+
+Terms of Primary
+
+Offering 
+
+This is a self-underwritten public offering with no minimum purchase requirement. Common shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.
+
+Termination of the 
+
+ Offering 
+
+The primary offering will commence on the effective date of this prospectus and will terminate on or before August __, 2013. In management s sole discretion, we may terminate the offering before all of the common shares are sold. 
+
+6
+
+Market for our common 
+
+ stock 
+
+Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange.
+
+Use of proceeds
+
+We will use the proceeds of this offering to expand our business and add personnel as required. Should we be unable to raise at least $40,000, we would give priority to allocating capital to complete everything necessary to be ready to meet our SEC reporting requirements. Any remaining capital would be used to fund working capital needs, including the employment of additional personnel.
+
+7
+
+RISK FACTORS
+
+Our business is subject to numerous risk factors, including the following.
+
+1. We cannot offer any assurance as to our future financial results. 
+
+We were incorporated in October 2006 for the purpose of producing and selling a Wall Cavity Drying System for the water damage industry. Although we have been in business for 5 years and have generated revenue, there is no assurance that we will be able to generate revenues in the future in a manner that will be sufficient for us to become profitable. There can be no assurance that we will ever achieve profitability. 
+
+We do not have a profitable operating history, and as a result, there is a high level of risk in investing in our company. There is a potential absence of liquidity since there is currently no established public trading market for our securities and an active trading market in our securities may not develop or, even if it is developed, may not be sustained.
+
+2. Our auditors have expressed a going concern issue that notes our need for capital and/or revenues to survive as a business. You may lose your entire investment.
+
+Our ability to continue as a going concern is dependent on our ability to further implement its business plan and raise capital. If we cannot raise sufficient capital with this offering, we do not know if we will be able to continue business operations. Further, without additional capital, we may have difficulties in meeting the ongoing costs of being a reporting company. We do not have any reserves set aside for meeting these ongoing costs, and will be using company revenues and funds to meet these costs.
+
+3. We may not receive enough funding from this offering and may have difficulty obtaining additional funds in the future.
+
+The registrant may require additional financing in the future and a failure to obtain such required financing will inhibit its ability to grow. The continued growth of its business may require additional funding from time to time. Funding would be used for general corporate purposes, which may include acquisitions, investments, repayment of debt and capital expenditures.
+
+Obtaining additional funding would be subject to a number of factors, including market conditions, operational performance and investor sentiment. These factors may make the timing, amount terms and conditions of additional funding unattractive, or unavailable, to us. The terms of any future financing may adversely affect the interests of stockholders.
+
+4. If we lose the services of any of our key personnel, we may not be able to operate our business effectively.
+
+8
+
+Restoration Industries success depends on its management team and other key personnel, the loss of any of whom could disrupt its business operations. Restoration Industries future success will depend in substantial part on the continued service of its senior management and sales managers. Thomas Geer, our key executive, has over fifteen years of experience as an owner and manager and his participation in the management of the company is crucial to our success. The loss of the services of Thomas as our key executive could impede implementation of Restoration Industries business plan and result in reduced profitability.
+
+Restoration Industries does not carry key person life insurance in respect to any of its officers or employees. Restoration Industries future success will also depend on its continued ability to attract, retain and motivate a sales force as well as drivers who want to join our time. The company cannot assure that it will be able to retain its key personnel or that it will be able to attract, assimilate or retain qualified personnel in the future.
+
+5. Future regulations may negatively affect our profitability and our ability to continue operations.
+
+There is no assurance that future regulatory, judicial and legislative changes will not have a materially adverse effect on Restoration Industries business or that regulators or third parties will not raise material issues with regard to the company s business or operation, or Restoration Industries compliance or non-compliance with applicable regulations. Furthermore, any changes in applicable laws or regulations may have a materially adverse effect on Restoration Industries.
+
+6. Our principal executive officer owns 62% of Restoration Industries outstanding common stock, and as a result, stockholder rights may be adversely affected.
+
+Thomas Geer, and the other Officers and Directors of Restoration Industries own 63.72% of the company s common stock, giving them influence or control in corporate transactions and other matters and their interests could differ from those of other stockholders. Restoration Industries principal executive officer, Mr. Thomas Geer, owns directly and beneficially, approximately 62% of Restoration Industries outstanding common stock. As a result, he is in a position to significantly influence or control the outcome of matters requiring a stockholder vote, including the election of directors, the adoption of any amendment to its Certificate of Incorporation or bylaws, and the approval of significant corporate transactions. His control may delay or prevent a change of control on terms favorable to other stockholders and may adversely affect voting and other stockholders rights.
+
+9
+
+7. It is uncertain how potential clients will view our services in light of economic turmoil, and as a result, we may lose business.
+
+Restoration Industries generates its revenues based on the perceived need that commercial and residential clients need cleaning and restoration services. Although the business has been consistent for the last several years, there exists the possibility that a recession or other harsh economic conditions could cause business owners to see our services as a luxury rather than a necessity.
+
+8. We may be unsuccessful in implementing required internal controls over financial reporting.
+
+We are not currently required to comply with the SEC s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.
+
+Our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an emerging growth company as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.
+
+Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.
+
+9. We may sell additional shares of the company in the future, which may dilute the value of your shares.
+
+The registrant may issue equity and debt securities in the future. These issuances and any sales of additional common shares may have a depressive effect upon the market price of 
+
+10
+
+the registrant s common shares and investors in this offering. There is no guarantee that shares sold in this offering will maintain the same value as when they were purchased.
+
+10. We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our results of operations.
+
+As a public company, we will incur legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules implemented by the Securities and Exchange Commission and other applicable securities or exchange-related rules and regulations. In addition, our management team will also have to adapt to the requirements of being a public company. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
+
+The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management s attention from other business concerns, our results of operations could be adversely effected.
+
+However, for as long as we remain an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. 
+
+We will remain an emerging growth company for up to five years, although we would cease to be an emerging growth company prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.
+
+11
+
+11. We are an emerging growth company and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
+
+We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
+
+In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements included elsewhere in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations . For convenience in this prospectus, Glori Energy , the Company , we , us and our refer to Glori Energy Inc. and its subsidiaries, taken as a whole, unless otherwise noted. Our Company We are a clean-technology energy company that uses biotechnology designed to release potentially large quantities of oil that remain trapped in oil reservoirs after implementation of conventional oilfield technologies. We deploy our technology to increase oil recovery for oil company customers and for our own oil fields that we acquire and redevelop. Only about one-third of the oil discovered in a typical reservoir is recoverable using conventional oil production technology, leaving the remaining two-thirds trapped in the reservoir rock. Our AEROtm System (Activated Environment for the Recovery of Oil) technology stimulates the native microorganisms that reside in the reservoir to improve the recoverability of this trapped oil. Our AERO System incorporates a dedicated field deployment unit designed to work with the customer s existing waterflood operations. Waterflooding is a commonly used process of injecting water into the reservoir in order to increase oil recovery. Our AERO System does not have any significant new impact on the environment because it utilizes existing production equipment and infrastructure and does not introduce environmental risks into the reservoir. We believe that traditional enhanced oil recovery techniques, consisting of the injection of gas, steam or chemicals into the reservoir, introduce new environmental risks and are more expensive. Implementation of our AERO System does not change the nature of the customer s oil production operations and does not require the drilling of new wells nor does it require other significant new capital investment. Our AERO System economically increases the oil production rate and the ultimate quantity of oil recovered over the life of the oil field, and extends the life of the field by integrating sophisticated biotechnology with traditional oil production techniques. Results from the first commercial and longest running field deployment of our AERO System, as reported in a Society of Petroleum Engineers paper we published with Merit Energy Company and Statoil Petroleum AS, or Statoil, in July 2011, derived from one oil producing well indicate that our AERO System may recover up to 20% of the oil that would otherwise be left behind at the end of the economic life of the well. This project also demonstrates a 60% to 100% improvement in total production rate, and we estimate that our cost for this project, excluding minimum upfront capital costs, will be approximately $5 per incremental barrel of oil. We expect that the costs for future full scale commercial implementations of our technology would not be higher than $5 per barrel, particularly if the size of the project is larger than our first AERO System commercial field deployment. We have performed extensive laboratory and field testing to validate, integrate and advance technology transferred from three different scientific groups that collectively represents decades of funded research and development. Our technology is protected by several patents and patent applications. We and our technology partners, Statoil, in Norway, The Energy and Resources Institute, or TERI, in India, and Bio Topics S.A., or Biotopics, in Argentina, have applied our predecessor technologies and the AERO System in more than 100 wells throughout the world. For more information about our technology partners, see Prospectus Summary Our History . We estimate that these predecessor technology implementations have recovered over 6 million barrels of oil that would not have otherwise been recovered. We estimate that the first commercial application of our AERO System, starting in May 2010, had produced more than 26,000 incremental barrels of oil by May 2011; and it continues to yield positive results. We currently have commercial projects with 11 international and domestic exploration and production, or E P, companies. We anticipate continuing to demonstrate results with AERO System technology and expanding our customer base as well as utilizing AERO System technology on our own oil fields. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 2, 2012 Shares Glori Energy Inc. Common Stock We are selling shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $ and $ per share. We have applied to list our common stock on The Nasdaq Global Market under the symbol GLRI . The underwriters have an option to purchase a maximum of additional shares to cover over-allotment of shares. We are an emerging growth company under the federal securities laws and are eligible for reduced public company reporting requirements. Investing in our