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parsed_sections/prospectus_summary/2013/AXGN_axogen-inc_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/BCC_boise_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CHGG_chegg-inc_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0000754673_suffolk_prospectus_summary.txt

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+Table of Contents Fully Paid and Non-assessable All outstanding shares of our common stock are validly issued, fully paid and non-assessable. Transfer Agent and Registrar The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. Anti-Takeover Provisions The following summarizes certain provisions of our certificate of incorporation and bylaws. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to our certificate of incorporation and bylaws, as amended, which are incorporated by reference herein. General Some provisions of New York law, federal banking regulations, our certificate of incorporation and our bylaws, as amended, contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that securityholders may otherwise consider to be in their best interests or in our best interests, including transactions that might result in a premium over the market price for our shares of common stock. These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms. New York Anti-Takeover Statute We are subject to Section 912 of the New York Business Corporation Law (the NYBCL ), which prohibits persons deemed interested shareholders from engaging in a business combination with a New York corporation for five years following the date these persons become interested shareholders unless the business combination is, or the transaction in which the person became an interested shareholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an interested shareholder is a person who, together with affiliates and associates, owns, or within five years prior to the determination of interested securityholder status did own, 20% or more of a corporation s outstanding voting stock. Generally, a business combination includes a merger, consolidation, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors. The provisions of New York law, our certificate of incorporation and our bylaws, as amended, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that securityholders may otherwise deem to be in their best interests. Classified Board Our board of directors is divided into three classes. Each class has a term of three years, with the term of each class expiring in successive years, and consists, as nearly as possible, of one-third of the number of directors constituting the entire board. Accordingly, at least two annual meetings of securityholders may be required to effect a change in a majority of our board. The classification of our board into three separate classes could discourage, delay or prevent a takeover of us. Table of Contents The information in this prospectus is not complete and may be changed. The selling securityholders 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. SUBJECT TO COMPLETION, DATED JANUARY 4, 2013 PROSPECTUS SUFFOLK BANCORP 1,783,000 Shares of Common Stock This prospectus relates to up to 1,783,000 shares of our common stock, par value $2.50 per share, which may be offered for sale from time to time by the selling securityholders named in this prospectus. The shares of common stock may be sold at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. The shares of common stock offered by this prospectus and any prospectus supplement may be offered by the selling securityholders directly to investors or to or through underwriters, dealers or other agents. We will not receive any of the proceeds from the sale of the shares of common stock sold by the selling securityholders. The registration of the shares of common stock covered by this prospectus does not necessarily mean that any of the shares will be offered or sold by the selling securitiyholders. Our common stock is listed for trading on the Nasdaq Global Select Market (the Nasdaq ) under the symbol SUBK. On January 3, 2013, the last reported sale price of our common stock on the Nasdaq was $13.15 per share. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE RISK FACTORS ON PAGE 2 FOR INFORMATION YOU SHOULD CONSIDER BEFORE BUYING ANY SECURITIES. 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 SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENTAL AGENCY. The date of this prospectus is [ ], 2013 Table of Contents The Bank is a full-service bank serving the needs of the local residents of Suffolk County. Most of the Bank s business is devoted to serving those residing in the immediate area of its main and branch offices. The Bank s services include checking accounts, savings accounts, time and savings certificates, money market accounts, negotiable-order-of-withdrawal accounts, holiday club accounts and individual retirement accounts; secured and unsecured loans, including commercial loans to individuals, partnerships and corporations, agricultural loans to farmers, installment loans to finance small businesses and automobile loans; home equity and real estate mortgage loans; safe deposit boxes; trust and estate services; the sale of mutual funds and annuities; and the maintenance of a master pension plan for self-employed individuals participation. Recent Developments Private Placement The securities offered in this prospectus relate to the potential resale of 1,783,000 shares of our common stock. We issued the 1,783,000 shares of common stock to the selling securityholders on September 19, 2012 in a private placement exempt from registration under the Securities Act of 1933, as amended (the Securities Act ), in reliance upon Rule 506 of Regulation D (the Private Placement ), at a price per share equal to $13.50 (which represents a discount of $2.60 or approximately 16% to the last reported sale price of our common stock on the Nasdaq on September 19, 2012), pursuant to separate Securities Purchase Agreements, each dated September 18, 2012, between each selling securityholder and Suffolk Bancorp (the Securities Purchase Agreements ). In connection with the Private Placement, we agreed to file this registration statement to register the shares of common stock issued to the selling securityholders pursuant to the Securities Purchase Agreements within sixty days from the closing of the Private Placement. We also agreed to use reasonable best efforts to cause such registration statement to be declared or become effective within such deadline and to keep it continuously effective and in compliance with the Securities Act until such time as the shares of common stock issued to the selling securityholders in the Private Placement (i) have been sold pursuant to an effective registration statement, (ii) cease to be outstanding or (iii) are sold in a private transaction in which the transferee does not acquire the transferor s rights under the Securities Purchase Agreement. In connection with the Private Placement, we sold an aggregate of 56,533 shares of common stock to certain of our directors and officers, pursuant to separate securities purchase agreements, each dated September 18, 2012, at a price per share equal to $16.44, which was the closing bid price immediately prior to the execution of the securities purchase agreements. The directors and officers were not granted registration rights in connection with this issuance. The Private Placement was completed concurrently with the sale of a portfolio of loans for aggregate proceeds of approximately $31 million with the objectives of improving the company s capital base, resolving legacy credit issues at the Bank and strengthening the overall financial position of the company and the Bank. The shares were sold to the selling securityholders in a private placement at a discount to the market price in order to complete the capital raise on a faster timeline than would otherwise be possible in a widespread public offering. We determined the purchase price and discount to the market price based on current and historical prices of our common stock, the form of the capital raise and the consequent ability to raise capital quickly and negotiations with the selling securityholders. The separate purchase price for the directors and officers was determined in compliance with Nasdaq guidance, which provides that we must sell shares to our directors and officers at a price no less than the market value of the common stock absent shareholder approval. We did not offer to sell shares of our common stock to all of our existing shareholders in the Private Placement because we would not be able to complete such a widespread offering quickly and concurrently with the loan sale. Gross proceeds from the Private Placement and the sale of shares to our directors and officers totaled $25 million. Expenses associated with the sale included $1,405,000 in placement fees and expenses; $600,000 in legal fees; $210,750 in accounting fees; $18,500 in listing fees; and $4,870 in other fees, resulting in net proceeds to us of $22,760,880. Legal Proceedings Update On July 11, 2011 a shareholder derivative action, Robert J. Levy v. J. Gordon Huszagh, et al., No. 11 Civ. 3321 (JS), was filed in the U.S. District Court for the Eastern District of New York against certain current and former directors of Suffolk Bancorp and a former officer of the Suffolk Bancorp. Suffolk Bancorp was named as a nominal defendant. The complaint seeks damages against the individual defendants in an unspecified amount, and alleges that the individual defendants breached their fiduciary duties by making improper statements regarding the sufficiency of our allowance for loan losses and loan portfolio credit quality, and by failing to establish sufficient allowances for loan losses and to establish effective credit risk management policies. On September 30, 2011, we and the current and former director defendants filed a motion to dismiss the complaint. On September 28, 2012, the court granted our motion to dismiss and granted the plaintiff leave to file an amended complaint. The SEC s New York regional office has formally requested certain loan files and other records from the company, and we are in the process of providing these files and records. The SEC has not asserted that any federal securities law violation has occurred. We believe the company is in compliance with all federal securities laws and are cooperating with the SEC s inquiry. Additional discussion of legal proceedings we face is contained in the documents incorporated herein by reference. For more information, see Information Incorporated by Reference. Regulatory Matters On October 25, 2010, the Bank, following discussion with the Office of the Comptroller of the Currency (the OCC ), entered into an agreement with the OCC (the OCC Agreement ) based on the OCC s findings of unsafe and unsound banking practices relating to asset quality, compliance and management at the Bank. The OCC Agreement requires the Bank to take certain actions, and the requirements of the OCC Agreement together with a description of the actions taken by the Bank to satisfy the requirements are set forth in our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012, which is incorporated by reference herein. The OCC Agreement will continue to be effective until amended by the parties or terminated by the OCC. The company is continuing to work to ensure adherence with the requirements of the OCC Agreement (including adherence to a three-year written strategic plan, a three-year capital program, an independent internal audit program, a written program to ensure compliance with the appraisal and evaluation requirements for loans and other real estate owned, a written program to improve credit risk management processes and practices to reduce the high level of credit risk in the Bank, a written asset diversification program, a written program of policies and procedures, staffing and training to provide for compliance with the Bank Secrecy Act, adequate management reports that enable the board and management to monitor the Bank s liquidity position on a monthly basis and a comprehensive, written information security program to ensure the safety and soundness of the Bank s operations to support its efforts to safeguard customer information) and to develop and improve its program for the maintenance of an adequate Allowance for Loan Losses and its program to improve credit risk management processes and practices.

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+Prospectus Summary This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under Risk Factors. Some of the statements contained in this prospectus, including statements under Summary and Risk Factors as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus. References to we, our, us, the Company, the registrant, or Sionix refer to Sionix Corporation, a Nevada corporation. About Our Business Business Overview Sionix designs, develops, markets and sells cost-effective water management and treatment solutions intended for use in the oil and gas, agriculture, industrial, disaster relief, and municipal (both potable and wastewater) markets. The Company s Mobile Water Treatment System ( MWTS ) contains a Dissolved Air Floatation ( DAF ) system with patented technology that management estimates removes more than 99% of the organic, and most inorganic, particles in water. Historically, DAF systems created bubbles that were 50+ microns in size, which were unable to remove all contaminants due to their size. The Sionix MWTS utilizes and refines DAF technology to provide a pre-treatment process using ambient oxygen and minimal chemical flocculent aids that we believe is efficient and cost-effective. The patented Sionix technology makes micro-bubbles which allow a greater percentage of contaminants to be captured, floated to the surface and skimmed off, without harmful chemicals. The Company s MWTS is mobile and modular such that it can be transported easily to address a wide range of water treatment markets and can meet customers needs for new systems or to replace or integrate with existing filtration technologies. Industry Overview The water treatment recycling and reuse industry is highly fragmented, consisting of many companies involved in various operational capacities, including companies that design fully integrated systems for processing millions of gallons of water for municipal, industrial, and commercial applications. Demand for water treatment and purification has continued to grow due to economic expansion, population growth, scarcity of usable water, concerns about water quality and regulatory requirements. Many believe the world is facing a global crisis - in both supply and quality. Water is a natural resource that has a limited supply and no true substitute, and yet only a very small percentage of the earth s water is available for human consumption. Demand for water resources is compounded by a growing and developing world population, Third World urbanization, and increasing water usage in industries such as oil and gas, agriculture and food processing. It has been reported in a television broadcast by CNBC titled Liquid Assets: The Big Business of Water, aired originally in 2010, that by 2025, 48 countries will be without sufficient water to meet basic requirements. We believe the lack of water resources is directly linked to inadequate water management strategies on the part of governments, businesses, consumers and private individuals. We expect global water issues will continue to drive both domestic and international demand for water treatment and recycling. Our Solution Sionix MWTS The Sionix MWTS is a self-contained, mobile, customizable water treatment system or pre-treatment process that uses ordinary air, with minimal chemical flocculent aids. We believe that the MWTS is a cost-effective solution for a wide range of applications, including even the smallest water utilities or commercial applications. Our mobile treatment system technology enables water recycling and purification for oil and gas, agriculture, disaster relief, municipalities and other applications. Table of Contents The Sionix MWTS employs our patented DAF process and technology. The MWTS improves the efficiency of the standard DAF process by removing what management estimates as more than 99% of the organic, and most inorganic, particles in water. Generally, DAF systems create bubbles that are 50+ microns in size, which are unable to remove certain contaminants due to their size. The patented Sionix technology makes micro-bubbles which allow a much greater percentage of contaminants to be captured, floated to the surface and skimmed off, reducing or eliminating the use of potentially harmful chemicals. We believe the primary benefits of the Sionix MWTS include: Decreased Costs. The Sionix MWTS reduces costs associated with chemical treatments, energy usage, and day-to-day operations. Daily operations can be run with minimal staff or even remotely, via electronic communications networks. Customizable Solution. Each MWTS is completely modular and can either be used to replace, or integrate with, existing filtration and treatment technology. The equipment can be sized for almost any job as well as a wide range of influent water chemistry and desired effluent. Small, Mobile Footprint. Our MWTS units occupy a much smaller footprint than other types of water treatment facilities, ranging from 3,000 to 5,000 sq. ft. depending on the type of unit, are modular, self-contained and portable. The entire MWTS is built into one or more forty-foot ISO standard transportable containers. Portability and flexible positioning is important to many industries. Rapid Deployment. The Sionix product offers rapid deployment, with a 48-72 hour installation timeframe and four to six weeks for full commissioning. Should catastrophic damage be incurred, a replacement unit may be installed within a few days rather than many months or years as with in-ground systems. Regulatory Compliance. Our MWTS, by virtue of minimizing dangerous pathogens, also minimizes the necessity of using potentially cancer-causing disinfection products. Growth Strategy Our objective is to be a leading provider of patented water treatment technologies and services that can be used by our customers for water management and treatment solutions in multiple end markets. Our solutions are designed to make it more cost-effective for our customers to quickly deploy water treatment technologies. The principal elements of our strategy are to: Focus our sales efforts in the oil and gas markets where our technology and solutions can offer an immediate return on investment for our customers and also address their needs to be environmentally conscious. The Williston Basin The Marcellus Shale Other Shale Formations domestic and international; Expand domestic and international sales force with individuals who possess industry and application specific experience and relationships; Build relationships with engineering, procurement and construction ( EPC ) and other water treatment consulting companies that can serve as an indirect sales channel; Grow revenue through flexible business model, to include sales and leasing of water treatment equipment and contracted treatment services; Expand domestic and international partnerships with companies that have extensive experience and relationships in the water treatment market; and Continue to invest in research and development activities and expand our patent portfolio. As filed with the Securities and Exchange Commission on February __, 2013 Registration Statement No. 333-______________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sionix Corporation (Exact name of registrant as specified in its charter) Nevada 3580 87-0428526 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 914 Westwood Blvd., Box 801 Los Angeles, California 90024 (704) 971-8400 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Kenneth Calligar Interim Chief Executive Officer Sionix Corporation 914 Westwood Blvd., Box 801 Los Angeles, California 90024 (704) 971-8400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Kevin Friedmann, Esq. RICHARDSON & PATEL LLP 405 Lexington Avenue, 49th Floor New York, New York 10174 Tel: (212) 561-5559 Fax: (917) 591-6898 Approximate date of commencement of proposed sale to the public: From time to time 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 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. 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. Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company Table of Contents Addressable Markets In the United States, we plan to target the established base of small to medium water systems, as well as industrial users (such as the oil and gas industry, agriculture and food producers, and pharmaceuticals) and disaster relief agencies with a need for a clean and consistent water supply. Our initial focus in domestic markets will be on oil and gas, as well as various industrial and agricultural markets. Outside the United States, we plan to market principally to local water systems, commercial developers, and international relief organizations. The international market for water recycling, reuse and treatment includes a broad array of commercial, industrial, agricultural, municipal and disaster relief applications. According to industry data, it is estimated that 1.1 billion people in the world do not have safe drinking water. There is significant market potential in Asian, African, and Latin American countries, where there is a severe lack of supply of clean and safe water for drinking and personal use. Strategic Partners In March, 2010 we announced our strategic alliance agreement with Pacific Advanced Civil Engineering, Inc. (PACE), an advanced water engineering firm headquartered in Fountain Valley, California. PACE has over 35 years of experience in all phases of water remediation, large and small, including storm water management, river engineering, floodplain mapping, watershed analysis and planning, GIS water resource applications, water quality assessment, water and wastewater treatment, potable water storage and distribution, and lake systems. Under this agreement, PACE has provided periodic engineering oversight of our MWTS and the units included in them. Pursuant to our arrangement, PACE is to receive a fee of 3% of the from the revenue earned from the sale of a MWTS for services provided on a per customer basis, to the extent that services are provided by PACE. Should we require additional services from PACE, the services will be charged either on a per-hour or fixed-price basis. We anticipate expanding this type of relationship with other firms who have industry or geographic expertise or relationships. We believe this will help us to validate the efficacy of our technology. We also believe that these relationships expose us to a potentially broader range of application opportunities and types of customers. Risks Related to Our Business Our business is subject to a number of risks. You should be aware of these risks before making an investment decision. These risks are discussed more fully in the section of this prospectus titled Risk Factors , which begins on page 6 of this prospectus. Information Regarding our Capitalization As of January 31, 2013, we had 415,368,608 shares of common stock issued and outstanding. This amount excludes the following securities that were outstanding as of September 30, 2012: $750,000 in principal amount of 12% Convertible Promissory Notes originally issued on July 28, 2008 and amended as of July 28, 2009 to include accrued interest as of that date for a new principal amount of $865,938, which have not yet been converted into shares of our common stock; based on an estimated conversion price of $0.06 per share, the principal amount of these notes and accrued interest of approximately $309,717 as of September 30, 2012 would be convertible into 19,594,254 shares of our common stock. $100,000 in principal amount of 10% Convertible Promissory Notes issued on January 25, 2013; based on an estimated conversion price of $0.02 per share, the principal amount of these notes as of January 31, 2012 would be convertible into 5,000,000 shares of our common stock. $40,000 in principal amount of 10% Convertible Promissory Notes issued on January 16, 2013; based on an estimated conversion price of $0.02 per share, the principal amount of these notes as of January 31, 2012 would be convertible into 2,000,000 shares of our common stock. $300,000 in principal amount of 12% Secured Promissory Notes originally issued on November 8, 2011 having matured on July 31, 2012. Sionix was required to redeem the debenture on the maturity date at a redemption premium of 7.5%. We are retiring the amounts owed by issuing shares of our common stock which are subsequently sold by the note holder, and the proceeds are used to pay down the balance due under this obligation. Table of Contents $170,000 in principal amount of our 8% Convertible Promissory Notes issued from April 28, 2010 to August 24, 2012. As of September 30, 2012, $530,000 in principal amount has been converted into 19,414,808 shares of our common stock. The conversion price of the remaining notes that are outstanding is based on the market value at the time of conversion. Based on an estimated $0.02 per share market value, the principal amount of these notes and accrued interest as of September 30, 2012 would be convertible into approximately an additional 8.5 million shares of our common stock. The actual amount of shares issued in full satisfaction of this obligation could vary. $400,000 in principal amount borrowed through a series of four, 6% Convertible Redeemable Notes originally issued on November 23, 2011 and maturing on November 23, 2012. The conversion price for each share of common stock is equal to 70% of the lowest closing bid price of the common stock for a period of five trading days, but no lower than $0.001 per share. As of September 30, 2012 we issued 13,203,492 shares of common stock to retire $397,490 in principal amount of the notes. Based on an estimated $0.02 per share market value, the principal amount of these notes and accrued interest as of September 30, 2012 would be convertible into approximately an additional 11 million shares of our common stock. The actual amount of shares issued in full satisfaction of this obligation could vary. $15,000 in principal amount of 10% Convertible Promissory Notes originally issued January 14, 2010, which have not yet been converted into shares of our common stock. The conversion price of the notes is $0.15 per share. Based on the outstanding principal amount and accrued interest as of September 30, 2012, the notes would be convertible into approximately 369,350 shares of our common stock. $1,025,000 in principal amount of 10% Convertible Promissory Notes issued on September 25, 2012, which have not yet been converted into shares of our common stock. The notes are convertible at any time at the option of the holders into shares of our common stock at a conversion price based on 80% of the average of the three lowest closing prices for the common stock during the ten consecutive trading days immediately preceding the conversion request, however the conversion price may not exceed $0.04, and may not be lower than $0.02 per share. Based on the outstanding principal amount of these notes and assuming that interest accrued through June 25, 2013, the due date, the notes would be convertible into approximately 23,125,000 shares of our common stock at a conversion price of $0.04 a share and 51,250,000 shares of our common stock at a conversion price of $0.02 a share. The notes were issued together with warrants for the purchase of 23,125,000 shares of our common stock. Warrants for the purchase of up to 114,460,085 shares of common stock at a weighted average exercise price of $0.121 per share. Options for the purchase of up to 43,716,316 shares of common stock at a weighted average exercise price of $0.119 per share. Unless otherwise specifically stated, information throughout this prospectus does not assume the exercise of outstanding options or warrants to purchase shares of our common stock or the conversion of convertible promissory notes. Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Unit (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3) Common stock, $0.001 par value per share, underlying 8% convertible notes 10,164,706 $ 0.021 $ 213,459 $ 29.12 Common stock, $0.001 par value per share, underlying 10% convertible notes 63,375,000 $ 0.02 $ 1,267,500 $ 172.89 Common stock, $0.001 par value per share, underlying warrants 25,812,500 $ 0.08 $ 2,065,000 $ 281.67 TOTAL 99,352,206 $ 3,545,959 $ 483.68 (1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on $0.02, the average of the bid and ask prices of the registrant s common stock on February 1, 2013. (3) Calculated in accordance with Rule 457(g) of the Securities Act of 1933 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. Table of Contents Securities to be Registered This prospectus relates to the resale of up to 99,352,206 shares of common stock underlying convertible notes and warrants issued in connection with a recent financing completed by the Company and described below. 8% Convertible Debentures (April 2012) In April, 2012 we entered into an agreement with Ascendiant Capital Group, LLC ("Ascendiant") for the sale of $550,000 of unsecured Convertible Debentures (the Primary Debentures ) to accredited investors (the Debenture Holders ) which bear an interest rate of 8% and are due to be repaid 18 months from the closing date. The Debenture Holders received guaranteed interest on the original principal amount for a twelve-month period. Ascendiant placed $200,000 of the Primary Debentures and we terminated the offering and the Primary Debentures were converted into common stock. The Primary Debentures were convertible into our common stock during the forty-five days following the issue date at a floor price of $0.08, and from the issue date until September 28, 2012 at a conversion price of no more than $0.13, based on the average of the three lowest closing bid prices for the common stock during the ten consecutive trading days immediately preceding the conversion request. After this period the conversion price was to be 75% of the average of the three lowest closing bid prices for the common stock during the ten consecutive trading days immediately preceding the conversion request. We had the right to demand immediate conversion of the Primary Debentures or some part of them if, at any time prior to the maturity date, had our common stock had, for any twenty consecutive trading-day period, reported a closing bid price of $0.40 per share or greater and reported daily trading volume of 300,000 shares or more. At the time the Primary Debentures were issued, we issued a total of 2,700,000 warrants to the Debenture Holders, which can be exercised for a period of 3 years from the closing date at an exercise price of $0.10. To induce conversion, the Company issued an additional 2,300,000 warrants to the Debenture Holders which can be exercised for a period of 5 years after the date issued at an exercise price of $0.08 per share. 10% Convertible Note and Warrant Financing (September 2012) On September 29, 2012 we entered into a securities purchase agreement dated September 25, 2012 with several accredited investors ( Holders ) for the purchase and sale of $1,025,000 of our convertible notes (the September 2012 Notes ) and warrants. The September 2012 Notes bear interest at the rate of 10% per annum beginning as of September 25, 2012, and mature on June 25, 2013. On the closing date, we paid to the Holders nine months of pre-paid interest on the original principal amount of the September 2012 Notes. The September 2012 Notes are convertible at any time at the option of the Holders into shares of our common stock at a conversion price based on 80% of the average of the three lowest closing prices for the common stock during the ten consecutive trading days immediately preceding the conversion request, however the conversion price may not exceed $0.04 and may not be lower than $0.02 per share. We may redeem the September 2012 Notes at any time prior to maturity with ten days prior notice to the Holders, and payment of a premium of 25% on the unpaid principal amount. In addition the September 2012 Notes and related securities purchase agreement contain representations, warranties and covenants that are customary for financings of this type. We also issued warrants ( Warrants ) to the Holders for the purchase of up to 23,125,000 shares of Company common stock, pro rata in proportion to the amount invested, which can be exercised for a period of five years from the closing date, with a fixed exercise price of $0.08 per share. We have agreed to register the common stock into which the September 2012 Notes may be converted, any shares of common stock that may be issued as payment of principal or interest, and the common stock underlying the Warrants, as well as any shares of common stock that may be issued as a result of any stock split, dividend or other distribution. We have agreed to file an initial registration statement within 30 days of the date of the registration rights agreement. If we fail to file a registration statement within this 30 day period, or to have it declared effective within 90 days after the date of the registration rights agreement, or to maintain its effectiveness (in addition to other events described in the full text of the registration rights agreement), we will be obligated to pay the investors liquidated damages equal to 2% of the principal amount of the September 2012 Notes per month until the event is cured, for up to one year, and 1% per month thereafter if the event continues uncured. Because we did not file the registration statement of which this prospectus is a part within 30 days of the date of the registration rights agreement, we accrued a penalty of $20,500. At the closing of the sale and issuance of the September 2012 Notes, we paid a cash placement fee to the placement agent amounting to 8.54% of the gross proceeds of the offering. Additional information regarding our issued and outstanding securities may be found in the section of this prospectus titled Description of Securities. 10% Convertible Note Financing (January 2013) On January 25, 2013 we entered into a securities purchase agreement dated January 25, 2013 with two accredited investors ( Holders ) for the purchase and sale of $140,000 of our convertible notes (the January 2013 Notes ). The January 2013 Notes bear interest at the rate of 10% per annum beginning as of January 25, 2013, and mature on September 30, 3014. The January 2013 Notes are convertible at any time at the option of the Holders (subject to an increase in our Authorized common shares, or a Reverse Split of our existing Outstanding common shares with no change to its Authorized common shares) into shares of our common stock at a conversion price based on 80% of the average of the three lowest closing prices for the common stock during the ten consecutive trading days immediately preceding the conversion request, however the conversion price may not exceed $0.04 and may not be lower than $0.02 per share. We may redeem the January 2013 Notes at any time prior to maturity with ten days prior notice to the Holders, and payment of a premium of 25% on the unpaid principal amount. In addition the January 2013 Notes and related securities purchase agreement contain representations, warranties and covenants that are customary for financings of this type. We have agreed to register the common stock into which the January 2013 Notes may be converted, any shares of common stock that may be issued as payment of principal or interest, and the common stock underlying the Warrants, as well as any shares of common stock that may be issued as a result of any stock split, dividend or other distribution. We have agreed to file an initial registration statement within 30 days of the date of the registration rights agreement. If we fail to file a registration statement within this 30 day period, or to have it declared effective within 90 days after the date of the registration rights agreement, or to maintain its effectiveness (in addition to other events described in the full text of the registration rights agreement), we will be obligated to pay the investors liquidated damages equal to 2% of the principal amount of the January 2013 Notes per month until the event is cured, for up to one year, and 1% per month thereafter if the event continues uncured. Additional information regarding our issued and outstanding securities may be found in the section of this prospectus titled Description of Securities. Table of Contents The information in this prospectus is not complete and may be changed. 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 is not soliciting an offer to buy these securities in any state where the offer or sale is Subject to Completion, dated ________, 2013 ______________________________________________ PROSPECTUS SIONIX CORPORATION 99,352,206 Shares of Common Stock ______________________________________________ This prospectus covers the resale by the selling security holders named on page 40 of up to 99,352,206 shares of our common stock which include: 10,164,706 shares of common stock issued as a result of the conversion of our 8% convertible notes; 58,250,000 shares of common stock underlying 10% convertible notes; 5,125,000 shares of common stock underlying 10% convertible notes related to the penalty for filing this Form S-1 late; and 25,812,500 shares of common stock underlying common stock purchase warrants. Our common stock is quoted by the Over-the-Counter Bulletin Board under the symbol SINX. On February 1, 2013, the closing price per share of our common stock was $0.02. AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 6 OF THE PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. You should rely only on the information contained in this prospectus in making any investment decision relating to our securities. We have not authorized anyone to provide you with different information. This prospectus may be used only where it is legal to sell these securities. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus. The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus carefully. The date of this prospectus is _______, 2013 Table of Contents Corporate Information Our principal executive office is located at 914 Westwood Blvd., Box 801, Los Angeles, California 90024. Our telephone number is (704) 971-8400. Our web address is www.sionix.com. Information included on our website is not part of this prospectus.

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+PROSPECTUS SUMMARY This summary highlights selected information contained or incorporated by reference in this prospectus and may not contain all of the information that you need to consider in making your investment decision. To understand this offering fully, you should carefully read this summary together with the more detailed information contained in or incorporated by reference into this prospectus. You should carefully consider the section titled Risk Factors in this prospectus, our consolidated financial statements and the documents identified in the section Incorporation of Certain Information by Reference. The Company Tri-County Financial Corporation, headquartered in Waldorf, Maryland and organized in 1989, is the bank holding company for Community Bank, a Maryland-chartered commercial bank subject to supervision and regulation by the Federal Reserve and the Maryland Commissioner of Financial Regulation (the Maryland Commissioner ). Community Bank was founded in 1950 as Tri-County Building and Loan Association of Waldorf, a mutual savings and loan association. In 1986, the Bank converted to a federal stock savings bank and, in 1997, converted to a Maryland-chartered commercial bank and adopted its current name. Community Bank provides an array of financial products and services for businesses and retail customers primarily through its ten full-service offices located in Calvert, Charles and St. Mary s Counties in Southern Maryland (the tri-county area ) and one full-service branch office in King George County, Virginia. In addition, Community Bank originates loans through loan production offices in La Plata and Prince Frederick, Maryland and Fredericksburg, Virginia. Community Bank focuses its commercial business generation efforts on targeting small and medium sized businesses with revenues between $5.0 million and $35.0 million headquartered in Southern Maryland and in King George County and Fredericksburg, Virginia. In addition, Community Bank services the retail banking needs of the communities surrounding its 11 full-service branch locations with a full array of retail deposit and loan products. Community Bank s deposit accounts are insured by the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (the FDIC ) to the maximum permitted by law. Effective October 18, 2013, Community Bank will change its name to Community Bank of the Chesapeake. This new name reflects Community Bank s recent expansion into the Northern Neck of Virginia and will align the Bank s name with its strategy of being the premier community banking institution throughout the Chesapeake Bay region. In addition, Tri-County Financial will change its name to The Community Financial Corporation, to better align the parent company name with the bank name. As of June 30, 2013, Tri-County Financial had consolidated assets of $980.1 million, consolidated deposits of $784.7 million and consolidated stockholders equity of $81.1 million. Shares of our common stock are traded on the OTCQB Marketplace under the trading symbol TCFC. Following the name change described above, shares of our common stock will continue to trade under the trading symbol TCFC. As of September 23, 2013, there were 3,045,543 shares of our common stock outstanding. Our Recent Growth and Performance With the efforts of our strong management team, we were able to continue our growth in loans and maintain our strong track record of performance through the recent economic recession. From December 31, 2008 through June 30, 2013, net loans grew 37.3%, from $543.0 million to $745.3 million. This growth was driven by our ability to provide superior service to our targeted small and medium sized business customers as compared to our larger, regional and national banking competition and our financial stability versus our locally-based competition. This loan growth was achieved while maintaining our focus on our strong underwriting standards, which has been reflected in our low net charge-off levels. Additionally, we have improved our net interest margin from 3.13% for the year ended December 31, 2008 to 3.50% for the six months ended June 30, 2013 (on an 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 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. Preliminary Prospectus Subject to completion, Dated September 24, 2013 1,400,000 Shares of Common Stock This prospectus describes the public offering of shares of common stock of Tri-County Financial Corporation, a bank holding company headquartered in Waldorf, Maryland. Our common stock is currently quoted on the OTCQB Marketplace under the symbol TCFC. On September 23, 2013, the last reported sale price of our common stock was $19.00 per share. We have applied to list our common stock on the NASDAQ Capital Market under the symbol TCFC. Investing in our common stock involves risks. For additional information, see the section of this prospectus captioned Risk Factors beginning on page 11 for a discussion of the factors you should consider before you make your decision to invest in our common stock. Per Share Total Public offering price of common stock $ $ Underwriting discounts and commissions $ $ Proceeds to us before expenses(1) $ $ (1) We have agreed to reimburse the underwriters for their expenses up to $150,000. See Underwriting . We have granted the underwriters a 30-day option to purchase up to 210,000 additional shares of our common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. 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 securities are not savings accounts, deposits, or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The underwriters expect to deliver the shares of common stock in book-entry form through the facilities of the Depository Trust Company, against payment on or about , 2013. Sandler O Neill + Partners, L.P. The date of this prospectus is , 2013 Table of Contents asset quality, loan delinquency rates and levels of non-performing assets; impairment charges with respect to investment securities; current and future capital management programs; non-interest income levels; market share; our ability to control costs and expenses; and other business operations and strategies. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the PSLRA. We caution you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: the factors identified below and in this prospectus under the heading Risk Factors; prevailing economic conditions, either nationally or locally in some or all areas in which we conduct business, or conditions in the banking industry; interest rate trends, changes in interest rates, deposit flows, loan demand, real estate values and competition, which can materially affect, among other things, loan origination levels and the level of defaults, losses and prepayments on loans we have made and make; changes in the quality or composition of the loan or investment portfolios; factors driving impairment charges on investments; our ability to retain key members of management; our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames; our timely development of new and competitive products or services in a changing environment, and the acceptance of such products or services by customers; operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which we are highly dependent; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of other matters before regulatory agencies, whether pending or commencing in the future; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control. Investors in our common stock are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date of this prospectus. Except as may be required by applicable law or regulation, we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Table of Contents annualized basis) and our return on average common equity from 7.59% to 10.47% over the same time period. Our profitability has been positively impacted by our continued focus on lowering our cost of deposits, maintaining our yield on earning assets and controlling our credit costs. During the recent recession, we were able to achieve positive profitability in each quarter and, further, have achieved positive net income to our common shareholders each year for 27 consecutive years. Our Strategy Our strategies center on our approach as a full-service, community-oriented bank and the expansion of our market share. To realize these objectives, we are pursuing the following strategies: Continue to Grow Our Market Share. We employ a community banking strategy that emphasizes providing high-quality, responsive and personalized service to our business and retail customers. We believe there is a significant opportunity for us as a locally-managed, community-focused bank capable of providing a full-range of financial services to continue expanding our market share for both loans and deposits. By offering quicker decision making in the delivery of banking products and services, offering customized products where appropriate, and providing customer access to our senior decision makers, we distinguish ourselves from the larger, regional and national banks operating in our market areas, while our larger capital base and product mix enable us to compete effectively against smaller banks. As a result, according to the FDIC s website, as of June 30, 2012 (the latest date as of which such information was available), we held 20.0% of the deposits in Calvert, Charles and St. Mary s counties, Maryland, which represented the largest market share of deposits of the thirteen banking institutions in the tri-county area. Our goal is to continue to leverage on our excellent reputation and brand recognition to build market share in our existing Maryland markets and also to use the same, proven approach to build market share in King George County, Virginia, where we opened a branch office in June 2012. Improve Asset Quality. We have relied on the expertise of our lending and credit administration staff, executive officers, and our disciplined underwriting and credit monitoring processes to lower our level of non-performing assets, performing non-accrual loans and troubled debt restructurings ( TDRs ) from 4.58% of total assets at December 31, 2010 to 2.87% of total assets at June 30, 2013. We have achieved this decrease in non-performing assets without incurring significant charge-offs as net charge-offs to average loans was 0.16% (annualized), 0.27%, 0.61%, and 0.61% for the six months ended June 30, 2013 and the years ended December 31, 2012, 2011 and 2010, respectively. While overall credit losses and problem assets still remain elevated as compared to historic levels primarily due to tumultuous economic conditions, credit quality remains a primary focus. We are vigilant in rapidly responding to changing economic conditions and to specific problem credits, as well as working to minimize losses. Emphasize Commercial Lending. Net loans have increased $90.8 million, or 13.9%, from $654.5 million at December, 2010 to $745.3 million at June 30, 2013. During that time, we have focused on increasing our origination and retention of commercial loans (commercial real estate, commercial business loans and commercial equipment loans), which have increased from $458.8 million, or 69.2% of the loan portfolio, at December, 2010 to $537.0 million, or 71.2% of the total loan portfolio, at June 30, 2013. We believe the continuing transition of our balance sheet to resemble that of a commercial bank will improve our net interest margin and differentiate us in our marketplace, which contains few locally-based community banks with a commercial lending focus. To accelerate our loan growth, we operate three loan production offices, the most recent of which was opened in August 2013 in Fredericksburg, Virginia. Increase Transaction Accounts. A key part of our business strategy is focusing on the growth of transaction accounts, which include checking, money market and savings accounts. These deposits allow us to increase our banking relationships with our customers and provide a stable, low-cost funding source for our asset growth. Our level of transaction accounts has increased from 39.5% of Table of Contents Table of Contents total deposits at December 31, 2010 to 49.7% at June 30, 2013. This has contributed to the decrease in the average cost of funds from 1.78% for the year ended December 31, 2010 to 0.93% for the six months ended June 30, 2013. Our Competitive Advantages We believe the following competitive advantages will allow us to successfully execute our business strategies: Superior Customer Relationship Focus. We offer high-quality service by having locally-based lending teams in each of the counties we serve, minimizing personnel turnover, allowing customer access to senior decision makers and by providing more direct, personal attention than we believe is offered by competing financial institutions. The majority of our commercial lending competition is from banks headquartered outside of our market area, many of whom attempt to serve the market area through out-of-market loan production officers. By emphasizing the need for a professional, responsive and knowledgeable staff, we offer a superior level of service to our customers. Few Locally-Based, Commercial Focused Community Banking Competitors. Within our primary market area, there are few similarly sized, commercial lending focused institutions which can compete directly with us for lending relationships. The majority of our in-market competition comes from government sponsored credit unions or smaller commercial banking institutions that are not able to serve all of the loan and deposit needs of our targeted small and medium sized business customers. Additionally, we compete against larger banking institutions headquartered out of our market area. We believe our size combined with our legal lending limit of approximately $14.9 million provides us with a competitive advantage over smaller local institutions and our superior customer service provides us with a competitive advantage over larger out-of-market institutions competing for lending relationships in our market area. Experienced Management Team and Personnel. Our executive management team brings an average of nearly 30 years of experience in the banking industry. Additionally, our management team was responsible for guiding the Company through the recent economic recession without sustaining a single quarter of losses to common shareholders. In addition to their experience with the Company and the Bank, several members of our management team have a long history of banking experience in the Southern Maryland market with the former leading institution in the market, Mercantile Bankshares Corporation, which was acquired by PNC Financial Services Group, Inc. in 2007. Prior to and following the acquisition we were able to make several strategic hires within our executive management and locally-based lending teams. We believe the significant local banking experience of our employees throughout our organization provides us with a significant advantage over other competitors within the markets we serve. Market Reputation. We believe that our market reputation has become and will remain a competitive advantage within our historical markets in the tri-county area of Southern Maryland. During the recent economic recession, many of our competitors actively reduced lending to our targeted small and medium sized business customers. Our financial strength during this time allowed us to continue to expand our loan portfolio and service these customers, which enhanced our reputation as a lender and customer-focused banking institution. Accordingly, we have been able to focus our attention on building upon our strong relationships with these businesses and leveraging this reputation into additional relationships with new customers. We expect to continue to take advantage of the strong reputation and relationships that have been forged by our management team and our frontline lending staff in our legacy tri-county area, while leveraging our reputation to expand our market share in contiguous markets. Table of Contents Our Market Area The Bank considers its principal lending and deposit market area to consist of the tri-county area in Southern Maryland and King George County in Virginia. In addition, as a result of the Bank s expansion into the greater Fredericksburg market in 2013, it is expected that Stafford County will become part of the Bank s principal leading and deposit market area. One of the fastest growing regions in the country, this area is home to a mix of federal facilities, industrial and high-tech businesses. The 2010 U.S. Census estimates place King George County as the third fastest growing locality in Virginia with population growth of 40.36% since 2000. In addition, according to the U.S. Census Bureau, St. Mary s County s population has grown 22% over the past decade, the highest growth rate in Maryland between 2000 and 2010. According to St. Mary s County Department of Economic & Community Development, St. Mary s County was the third fastest growing county in Maryland from 2011 to 2012. Helping to spur this growth is the influence of several major federal facilities located both within the Bank s footprint and within adjoining counties. Major federal facilities include the Patuxent River Naval Air Station in St. Mary s County, the Indian Head Division, Naval Surface Warfare Center in Charles County and the Naval Surface Warfare Naval Support Facility in King George County. Collectively, these facilities employ over 33,000 people. According to the St. Mary s County Comprehensive Plan, the Patuxent Naval Air Station alone employs approximately 22,000 people and provides an approximate annual economic impact of $2.3 billion. In addition, there are several major federal facilities located in adjoining markets including Andrews Air Force Base and Defense Intelligence Agency & Defense Intelligence Analysis Center in Prince Georges County, Maryland and the U.S. Marine Base Quantico, Drug Enforcement Administration Quantico facility and Federal Bureau of Investigation Quantico facility in Prince William County, Virginia. The economic health of the region, while stabilized by the influence of the federal government, is not solely dependent on this sector. Calvert County is home to the Dominion Power Cove Point Liquid Natural Gas Terminal, which is one of the nation s largest liquefied natural gas terminals and Dominion Power is currently constructing liquefaction facilities for exporting liquefied natural gas. According to Dominion Power, the construction of these liquefaction facilities is expected to create 4,000 jobs in the state of Maryland during the construction phase and would support another 14,600 jobs once the facility is operational with approximately $1 billion annually of additional federal, state and local government revenues being generated. In addition, King George County has finalized an agreement with Columbia Gas to bring a high-pressure, steel pipe natural gas line into the county to service the King George Industrial Park in 2014. Even though Southern Maryland is generally considered to have more affordable housing than many other Washington and Baltimore area suburbs, during the recession, growth in the Bank s market area was dampened as the demand for new housing in the tri-county area fell in conjunction with the overall housing market. According to the Maryland Department of Planning, new housing unit starts fell from 2006 through 2010. However, after 2010, real estate values stabilized and there were positive trends in housing during 2012. According to Real Estate Business Intelligence, LLC, St. Mary s, Charles and Calvert Counties saw an increase in the average price of residential homes sold from 2011 to 2012 of 4.21%, 3.30% and 0.47%, respectively. Based on information from the U.S. Bureau of Labor Statistics, unemployment rates at July 2013 remained well below the national average (not seasonally adjusted) of 7.7% at 6.6%, 6.7% and 6.5% for St. Mary s County, Charles County and Calvert County, respectively, and 6.6% in King George County, Virginia. According to a University of Maryland study, projected job growth within the tri-county area from 2005 through 2030 is 31%, 28% and 45% in St. Mary s, Charles and Calvert Counties, respectively. Similarly, according to the King George County Comprehensive Plan, employment in King George County is projected to increase by 33% from 2010 to and 2020. The Bank is currently in the process of expanding in the greater Fredericksburg market and opened a loan production office in Fredericksburg, Virginia in August 2013. According to the Fredericksburg Regional Table of Contents Alliance, the Fredericksburg Region, including the City of Fredericksburg and the counties of Caroline, King George, Spotsylvania, and Stafford, Virginia, has been the fastest growing region in the Commonwealth of Virginia for the past eight years. Based on information from the Fredericksburg Regional Alliance, this region boasts an impressive array of over 10,000 small businesses and a highly skilled labor force of over one million within a 40-mile commute. The Bank s primary market area also boasts a strong median household income relative to the median household income of their respective states. According to the U.S. Census Bureau, the median household income from 2007 to 2011 was $82,529, $92,981, and $92,135 for St. Mary s, Calvert and Charles Counties, Maryland, respectively, compared to $72,149 for the State of Maryland. Similarly, according to the U.S. Census Bureau, the median household income from 2007 to 2011 was $82,173 and $94,658 for King George and Stafford Counties, Virginia, respectively, compared to $63,302 for the Commonwealth of Virginia. Management One of our key strengths is our executive management team, as this group of six executives brings an average of nearly 30 years in banking experience, including an average of 16 years with the Company. Further, our executive team s experience provides a beneficial mix of experience not only within the Company and the Bank, but also experience with larger institutions. Supported by our strong credit culture, the executive management team has successfully managed our credit risks through the recent challenging economic conditions. We also benefit from an involved board of directors, which is composed of accomplished local business executives with a wide array of leadership skills and experience beneficial to our organization. The interests of our executive management team and directors are aligned with those of our shareholders through common stock ownership. At September 23, 2013, our directors and officers beneficially owned approximately 19.5% of our outstanding common stock, excluding 158,577 shares that may be acquired upon the exercise of options. The table below highlights the key members of our management team and their positions with the Company and the Bank: Name Positions Michael L. Middleton Chairman and Chief Executive Officer of Tri-County Financial and Community Bank William J. Pasenelli President and Chief Financial Officer of Tri-County Financial and President of Community Bank James M. Burke Executive Vice President and Chief Risk Officer of Tri-County Financial and Community Bank Todd L. Capitani Executive Vice President and Senior Financial Officer of Tri-County Financial and Community Bank and Chief Financial Officer of Community Bank Gregory C. Cockerham Executive Vice President and Chief Lending Officer and Corporate Secretary of Tri- County Financial and Community Bank James F. DiMisa Executive Vice President and Chief Operating Officer of Tri-County Financial and Community Bank Risk Factors An investment in our common stock involves certain risks. You should carefully consider the risks described in the section entitled Risk Factors, as well as other information included or incorporated by reference into this prospectus, including our consolidated financial statements and the notes thereto, before making an investment decision. Table of Contents Corporate Information Our principal executive offices are located at 3035 Leonardtown Road, Waldorf, Maryland 20604 and our telephone number is (301) 645-5601. We maintain an Internet website at www.cbtc.com. Neither this website nor the information on this website is included or incorporated in, or is a part of, this prospectus. Additional information about us and our subsidiaries is included in documents incorporated by reference in this prospectus. See Where You Can Find Additional Information on page 90. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should carefully read this entire prospectus and any free writing prospectus distributed by us, including the information contained under the heading Risk Factors in this prospectus beginning on page 5 and the financial statements and other information incorporated by reference into this prospectus before making an investment decision. Our Business Z Trim Holdings, Inc. is a bio-technology company that owns existing, and develops new, products and processes that transform agricultural by-products into multi-functional ingredients used in food manufacturing, energy and other industries. The Company currently sells a line of products to the food industry that can help manufacturers reduce their costs, improve the quality of finished goods, and also help solve many production problems. The Company s innovative technology provides value-added ingredients across virtually all food industry categories. These all-natural products offer a range of functional attributes, including helping to reduce fat and calories, adding fiber, improving shelf-stability, preventing oil migration, and enhancing binding capacity all without degrading the taste and texture of the final food products. Perhaps most significantly, Z Trim s ingredients can help extend the life of finished products, potentially increasing its customers gross margins. The Company, through an exclusive license to technology patented by the United States Department of Agriculture (the USDA ), has developed products that manage moisture to help reduce production costs and improve nutritional value in finished foods, while maintaining the essential taste and mouth-feel associated with full-fat products. The underlying patent for this technology expires in 2015. The global market for Z Trim s line of products spans the entire food and nutritional beverage industry, including fat-free, low-fat, reduced-fat and full-fat, across meats, baked goods, dairy and non-dairy products, snacks, beverages, dressings, sauces and dips. We currently manufacture our products at a facility owned by our toll manufacturer, AVEKA Nutra Processing, LLC ( ANP ), as discussed below. Our original facility, which we phased out in the third quarter of 2013, was a prototype plant, the first of its kind to produce our innovative products. In 2011, the Company and ANP entered into a tolling agreement, providing that ANP would build a facility capable of producing a minimum of 40,000 pounds per month of Z Trim ingredients and average volumes of 100,000 pounds per month, with the capability of scaling up to 1 million pounds per month. In late 2012, the ANP facility began to make Z Trim products and, although we experienced various start-up difficulties and issues with the relationship, ANP is currently in the process of ramping up to achieve initial, contracted-for capacity, and has recently achieved expected monthly production levels; however, we cannot provide assurances that these production levels will continue or that issues may not affect production in the future. In 2012, the Company opened an industrial products division focusing on the manufacture, marketing and sales of products designed specifically for industrial applications including oil drilling fluids, petroleum coke, charcoal briquettes, hydraulic fracturing, and paper and wood adhesives. When used in industrial operations, we believe that Z Trim s products can reduce costs, enhance supply-chain reliability, limit environmental impact, and improve finished product quality compared to current products such as guar gum, xanthan gum, CMC, lignosulfonates and starches used as binders, adhesives, viscofiers or emulsifiers. In January 2013, the Company entered into a joint development agreement with Newpark Drilling Fluids LLC, a subsidiary of Newpark Resources, Inc., to develop new, environmentally-friendly drilling fluids that incorporate Z Trim's proprietary industrial materials that could replace products such as guar and xanthan gums in drilling applications. In early 2013, the Company began manufacturing non-genetically modified organism ( non-GMO ) products with the intent to meet potentially expanding domestic and international demand, and on February 6, 2013, the Company announced that it had recorded its first sales of such products. On February 20, 2013, the Company announced its first sales of industrial grade Bio-Fiber Gum for use in the petroleum coke industry. Produced from the same raw material sources that the Company uses to produce its Z Trim ingredients, Bio-Fiber Gum is a soluble fiber with adhesive, binding and emulsifying properties suitable for industrial uses. Z Trim, jointly with the USDA Agricultural Research Service, filed a provisional patent for Bio-Fiber Gum in 2012. Corporate Information Z Trim Holdings, Inc. was incorporated in the State of Illinois in 1994. The Company has no operating subsidiaries. Our executive offices are located at 1011 Campus Drive, Mundelein, Illinois, 60060. Our phone number is (847) 549-6002. Our website is www.ztrim.com. The information on, or that may be accessed through, our website is not incorporated by reference into and should not be considered a part of this prospectus or the registration statement of which it is a part. Recapitalization and Recent Developments During the fourth quarter of 2012, Brightline Ventures I, LLC ( Brightline I and together with Brightline Ventures I-B, LLC and Brightline Ventures I-C, LLC, referred to collectively herein as Brightline ) converted $3,465,100 (including accrued dividends) of Series I Preferred Stock into 3,465,100 shares of the Company s common stock. In addition, the non-executive directors of the Company, Morris Garfinkle, Mark Hershhorn, Brian Israel and Ed Smith, each converted $17,403 shares of Series I Preferred Stock (including accrued dividends) into 17,403 shares of common stock or an aggregate of 69,612 shares, and another investor converted $290,000 (including accrued dividends) of the Series I Preferred Stock into 290,000 shares of common stock. Following those conversions, all outstanding shares of Series I Preferred Stock have been converted and none remain outstanding. On March 12, 2013, the Company announced that it concluded a warrant exercise program, which resulted in the exercise of 1,756,088 warrants into 1,756,088 shares of the Company s common stock. The warrant program, which was open to all holders of $1.50 warrants, allowed those warrant holders to exercise their warrants for a $1.25 strike price during February 2013; it also required a waiver of the anti-dilution provisions in these warrants until February 28, 2013 so that those provisions would not be triggered by the exercises. The exercise of these warrants raised approximately $2.2 million of additional capital for the Company. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Z Trim Holdings, Inc. (Exact name of registrant as specified in its charter) Illinois 2040 36-4197173 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1011 Campus Drive Mundelein, Illinois 60060 (847) 549-6002 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Steven J. Cohen President and Chief Executive Officer 1011 Campus Drive Mundelein, Illinois 60060 (847) 549-6002 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Kenneth V. Hallett, Esq. Barry I. Grossman, Esq. Quarles & Brady LLP Benjamin S. Reichel, Esq. 411 East Wisconsin Avenue Ellenoff Grossman & Schole LLP Milwaukee, Wisconsin 53202 150 East 42nd Street, 11th Floor Phone: (414) 277-5000 New York, New York 10017 Phone: (212) 370-1300 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, 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 On March 18, 2013, Brightline converted all outstanding Series II Preferred Stock, plus accrued dividends, into 3,859,697 shares of the Company s common stock. Following this conversion, all outstanding shares of the Company s Series II Preferred Stock have been converted and none remain outstanding. On August 20, 2013, the Company raised additional capital by entering into a private placement subscription agreement with Brightline Ventures I-C, LLC, an affiliate of its controlling stockholder, pursuant to which it sold 376,000 shares of Common Stock, for a price of $1.25 per share (the 1.25 Raise ), and received gross proceeds of $470,000. Contemporaneous with the $1.25 Raise, the Company (i) allowed the holders of the Company s outstanding warrants with a $1.50 per share exercise price (the $1.50 Warrants ) with certain anti-dilution provisions contained in the related warrant agreements to choose to exercise their $1.50 Warrants on a cashless basis such that for every ten $1.50 Warrants exercised, the holder received 4.5 shares of Common Stock (fractional shares were rounded up) (the Cashless Exercise Program ), (ii) sought a temporary waiver from the holders of the $1.50 Warrants of the anti-dilution provisions in the warrant agreements with respect to the Cashless Exercise Program and potential capital-raising activities (other than the $1.25 Raise) by the Company by December 31, 2013, and (iii) asked the holders of the $1.50 Warrants to permanently amend the warrant agreements with respect to certain ratchet provisions so as to reduce the derivative liability the Company incurs as a result of those provisions in the agreements. The Cashless Exercise Program resulted in 7,172,751 of the $1.50 Warrants being converted into 3,227,742 shares of the Company s Common Stock (including 5,718,750 $1.50 Warrants that were converted by Brightline into 2,573,438 shares of Common Stock). As a result of the August 20, 2013 transaction with Brightline, pursuant to the anti-dilution provisions in the $1.50 Warrants that were not exercised as part of the Cashless Exercise Program, the Company reduced the exercise price of those warrants to $1.25 per share and adjusted the number of shares issuable upon the exercise of those warrants such that for every five warrants owned, each remaining holder of $1.50 Warrants received one additional warrant with an exercise price of $1.25. Thus, the Company issued an aggregate of 2,376,009 additional warrants at an exercise price of $1.25 per share (including 2,316,597 additional warrants that were issued to Brightline) to the holders of $1.50 Warrants that were not exercised as part of the Cashless Exercise Program. Following the above transactions, as of October 29, 2013, 14,256,056 of the $1.50 Warrants remain outstanding, which each have an exercise price of $1.25 per share. On September 18, 2013, the Company entered into another private placement subscription agreement with Brightline Ventures I-C, LLC, pursuant to which it sold 468,571 shares of Common Stock for a price of $1.05 per share, along with warrants to purchase 234,286 shares of Common Stock at an exercise price of $1.50 per share (the 1.05 Raise ), and received gross proceeds of $492,000. The waiver discussed above was effective for the $1.05 Raise; therefore, no additional warrants were issued and no exercise price adjustments were made pursuant to anti-dilution and ratchet provisions as a result of the $1.05 Raise. Based on the public offering price in this offering, the warrant agreements related to outstanding warrants for 162,611 underlying shares of Common Stock with an exercise price of $1.00 per share with ratchet and anti-dilution provisions will require the Company to reduce the exercise price to the public offering price and to adjust the number of shares issuable upon the exercise of those warrants, which would require the Company, upon exercise by those warrant holders, to issue an aggregate of [ ] additional shares. On October 21, 2013, the Company issued warrants to purchase up to 30,000 shares of Common Stock in a private placement transaction to a business consultant who will be assisting the Company in various product placement matters. The per share exercise prices of those warrants will be determined based on the market price of the Common Stock if and when certain sales targets are met; the warrants are exercisable through October 21, 2018. In addition, on October 28, 2013, the Company issued 220,000 shares of restricted stock in a private placement transaction to a business consulting firm that will be assisting the Company in evaluating various business and financial matters. 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 Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company) Calculation of Registration Fee Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2) Common stock, par value $0.00005 per share 2,250,000 $1.14 $2,565,000 $330.38 Warrants to purchase shares of common stock 1,687,500 (4) (4) (5) Common stock issuable upon exercise of investor warrants (3) 1,687,500 $1.14 $1,923,750 $247.78 Total Registration Fee $4,488,750 $578.16 (6) (1) Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock of the registrant. (2) Calculated pursuant to Rule 457(c) of the rules and regulations under the Securities Act of 1933 based on the average of the high and low sales prices as reported on the OTC: QB marketplace on October 29, 2013. (3) The securities registered also include such indeterminate number of shares of common stock as may be issued upon exercise of warrants pursuant to the anti-dilution provisions of the warrants. (4) The price for the warrants to be issued to investors is included in the price of the common stock to be issued to investors. (5) No separate registration fee is required pursuant to Rule 457(g) of the Securities Act of 1933. (6) Previously paid by the registrant. 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 Offering Issuer: Z Trim Holdings, Inc., an Illinois corporation Securities offered: Up to 2,250,000 shares of common stock Warrants to purchase up to 1,687,500 shares of common stock Common stock outstanding as of October 29, 2013: 37,018,414 shares (1) Common stock to be outstanding after the offering assuming the sale of all shares covered hereby and assuming no exercise of the warrants for the shares covered by this prospectus: 39,268,414 shares (1) Common stock to be outstanding after the offering assuming the sale of all shares covered hereby and assuming the exercise of all warrants for the shares covered by this prospectus: 40,955,914 shares (1) Term of the Company offering: This offering will terminate on [__________], 2013, unless the offering is fully subscribed before that date or we decide to terminate the offering prior to that date. In either event, the offering may be closed without further notice to you. Trading symbol: Our common stock is quoted on the OTC: QB marketplace under the symbol ZTHO. Use of proceeds: We estimate that we will receive up to $[___] in net proceeds from the sale of the securities in this offering, based on a per share purchase price of $[___] and after deducting Placement Agent fees and commissions and estimated offering expenses payable by us. We will use the proceeds from the sale of the securities for working capital needs and other general corporate purposes, which could include conducting research and development ( R&D ), hiring additional sales and R&D staff, and further protecting our intellectual property. See Use of Proceeds for more information.

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+PROSPECTUS SUMMARY The following is only a summary of the information, financial statements and the notes included in this Prospectus. You should read the entire Prospectus carefully, including Risk Factors and our Financial Statements and the notes to the Financial Statements before making any investment decision. Unless the context indicates or suggests otherwise, the terms Company , we, our and us means United Helium, Incorporated. Principal Offices Our principal executive offices are located at 7109 East 2nd Street, Suite G, Scottsdale, Arizona 85251. Our telephone number is 480-949-2755. Our Business United Helium, Incorporated ( UHEI , United Helium , or the "Company") was incorporated according to the laws of the State of Colorado on April 9, 1998. On June 6, 2013 the company changed its name to United Helium Incorporated from Cayenne Entertainment, Inc. On March 28, 2001, Cayenne Entertainment, Inc., organized in the State of Nevada on November 13, 2000, merged with Boeing Run, Inc., formerly a public company, organized in the State of Colorado with the Colorado entity being the legal survivor. The Company is engaged in the business of addressing the supply of helium to industry, government, medical and the research communities. The Company s helium and other reservoir gases, are contained in its working interests oil and gas lease holdings. Recoverable helium reserves contained in geologic structures, will be identified by drilling and third party engineering analysis. The field will be developed through production well drilling and completion, and infrastructure gathering system construction. United Helium will utilize its unique mobile processing equipment to separate and refine helium at the wellhead or from a field gathering system, and transport to its customers. Owners of oil and gas mineral rights have collectively contributed their reserves by assigning working interests to the Company which could not previously be economically produced and/or transported to commercial helium processing plants. This combined effort and unique approach will enable United Helium to unlock the potential that many in the industry have known existed, but previously were unable to successfully develop. The Company s technology and business methods will assure a future supply of this rare and important resource. Although not the primary focus of the Company, to the extent that hydrocarbons, including oil, are discovered on the leasehold properties, the Company intends to take advantage of those opportunities should they arise. We are committed to responsible stewardship in our operations, both above ground as well as below. In furtherance of this commitment, the Company intends, where practical to utilize indigenous sources, including natural gas and solar energy to reduce the energy costs of operations. The development and processing of helium makes us part of the community in many rural western locations. Being part of the community and making a difference is a priority for us, and a commitment we readily accept. The helium reserves controlled, or which may be acquired, by United Helium are in mineral leases issued by state, the Bureau of Land Management, or private land owners. Mineral rights leases (oil & gas) are obtained from the owner(s) who are compensated with a royalty interest and typically a per acre fee for the rights to extract oil and/or gases. Drilling permit applications are submitted to the governmental authority having jurisdiction over the leasehold and accepted applications will be issued a drilling permit. United Helium will operate each well during the drilling, completion and production phases. With respect to Mineral Rights Leases on federal lands, helium by statute, is reserved to the federal government which may enter into agreements with private parties, such as United Helium, for the recovery and disposal of helium on federal lands. United Helium will apply for the right to extract and sell the helium. United Helium will implement a compact mobile cryogenic plant, which produces commercial grade quality helium at the helium field. This mobile cryogenic plant eliminates the expensive two step processing to commercial grade helium, which requires gas transport to one of the few domestic cryogenic helium plants. Most cryogenic plants are generally large scale and are supplied with gas transported by pipeline from large natural gas fields or obtained from the Federal Helium Reserve. United Helium holds an 80% working interest (64.60% Net Revenue Interest NRI ) in the Holbrook North leases which encompasses 6,489 acres of State of Arizona leases and includes acreage that has contained some of the richest helium fields discovered in the world. (Rauzi, S.L. and Fellows L.D.; Arizona Has Helium , Arizona Geology, 2003, Vol. 33. No.4, Published by the Arizona, Geological Survey). United Helium holds an 87.5% working interest (70% Net Revenue Interest NRI ) in the Holbrook Central private land leases which encompasses 26,646 acres. United helium holds an 87.5% working interest (76.6% Net Revenue Interest NRI ) in the Holbrook Central State of Arizona leases which encompasses 2,607 acres. We are a developmental stage Company with minimal revenues and a limited operating history. As of the date of this prospectus, we have had minimal revenues, have not begun operations and have $ 18,036.62 in cash as of October 31, 2013. As of the date of this prospectus, the Company s offering expenses of approximately $23,325 have been paid. Our Company has no employees at the present time. All business functions are managed by our officers and directors. Any investment in the shares offered herein involves a high degree of risk. The principal risks and limitations that we face are those related to our business, our industry, our financial condition, and this offering. All of these risks are discussed in detail under the section "Risk Factors", which should be carefully read. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for United Helium, Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern. This means that we do not have adequate financial resources at this time to repay our debt and credit obligations, and without additional funding, we may not be able to remain in business. There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid. 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. 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 ________. Registration No._______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED HELIUM, INCORPORATED (Name of small business issuer in its charter) COLORADO 2813 46-2906756 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 7109 East 2nd St., Suite G, Scottsdale, AZ 85251 (480)-949-2755 (Address and telephone number of principal executive offices and place of business) Peter G. Trimarco 10267 Celestine Place, Parker, Colorado 80134 (303)-910-1884 (Name, address and telephone number of agent for service) Copies of communication to: Aaron D. McGeary The McGeary Law Firm, P.C. 1600 Airport Fwy., Suite 300 Bedford, Texas 76022 Telephone (817)-282-5885 Fax (817)-282-5886 Approximate date of proposed sale to the public: The proposed date of sale will be as soon as practicable after the Registration Statement becomes effective. 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. o 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 If delivery of the Prospectus is expected to be made pursuant to Rule 434, please 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 o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of each class of Securities to be Registered Amount of Shares to be Registered Proposed Maximum offering Price per share Proposed Maximum Aggregate offering Price Amount of Registration Fee Common Stock 11,896,151 $5.00 $59,480,755 $7,661.12 Total 11,896,151 $5.00 $59,480,755 $7,661.12 (1) Registration Fee (to be paid). (2) The offering price was arbitrarily determined by United Helium, Incorporated (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"). 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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The Offering Common stock offered by selling security holders 11,896,151 shares of common stock. This number represents 10.3375(%) percent of our current outstanding common stock (1). Common stock outstanding before the offering 115,078,000 common shares as of October 31, 2013. Common stock outstanding after the offering 115,078,000 shares. No Public Market There is no public market for our common stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic. We intend to apply to the OTCBB, through a market maker that is a licensed broker dealer, to allow the trading of our common stock upon our becoming a reporting company. Terms of the Offering The selling security holders will offer the shares at $5.00 per share until a trading market for the shares develops, at which time the shares will be sold at market price. Termination of the Offering The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect. Use of proceeds We are not selling any shares of the common stock covered by this prospectus. Need for Additional Financing: We believe that we may need to raise additional capital in the future. Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under Risk Factors on page 6 and the other information contained in this prospectus before making an investment decision regarding our common stock (1) Based on 115,078,000 shares of common stock outstanding as of October 31, 2013. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement is filed with the Securities and Exchange Commission and becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ________, 2013 UNITED HELIUM, INCORPORATED 11,896,151 Shares of Common Stock Our existing shareholders are offering for sale 11,896,151shares of common stock. There are no underwriters. By means of this prospectus a number of our shareholders are offering to sell up to 11,896,151 shares of our common stock at a price of $5.00 per share. If and when our stock becomes quoted on the OTC Bulletin Board ( OTCBB ) or listed on a securities exchange, the shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, or at prices and terms then prevailing or at prices related to the then current market price, or in negotiated transactions. As of the date of this prospectus there was no public market for our common stock. We expect to apply for the inclusion of our common stock in the OTCBB; such efforts, however, may not be successful and a public market may never materialize. The Company is not a shell company as defined in Rule 405 under the Securities Act (17 CFR 230.405) and Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2). There are no underwriters, discounts or commissions. All proceeds will be distributed to the existing selling shareholders. This prospectus will not be used before the effective date of the registration statement. Information in this prospectus will be amended or completed as needed. This registration statement has been filed with the securities exchange commission. These securities will not be sold until the registration statement becomes effective. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE UNDERSTAND RISK FACTORS STARTING ON PAGE 6 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 OFFENCE. The information in this Prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state.

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+PROSPECTUS SUMMARY This prospectus summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should read this entire prospectus carefully, including the information set forth in Risk Factors, and the documents identified in the sections Where You Can Find More Information and Incorporation of Certain Documents by Reference in this prospectus, in their entirety before you decide to exercise your subscription rights. First Security Group, Inc. and FSGBank We are a bank holding company headquartered in Chattanooga, Tennessee. Founded in 1999, First Security's community bank subsidiary, FSGBank, has 30 full-service banking offices along the interstate corridors of eastern and middle Tennessee and northern Georgia. In Dalton, Georgia, FSGBank operates under the name Dalton Whitfield Bank, and along the Interstate 40 corridor in Tennessee, FSGBank operates under the name Jackson Bank & Trust. Through FSGBank, we offer a range of lending services that are primarily secured by single and multi-family real estate, residential construction and owner-occupied commercial buildings. In addition, we focus on serving the needs of small- to medium-sized businesses, by offering a range of lending, deposit and wealth management services to these businesses and their owners. Our principal source of funds for loans and securities is core deposits gathered through our branch network. We offer a wide range of deposit services, including checking, savings, money market accounts and certificates of deposit, and obtain most of our deposits from individuals and businesses in our market areas, including the vast majority of our loan customers. Our wealth management division offers private client services, financial planning, trust administration, investment management and estate planning services. We also provide mortgage banking and electronic banking services, such as Internet banking, online bill payment, cash management, ACH originations, and remote deposit capture. We actively pursue business relationships by utilizing the business contacts of our Board of Directors, senior management and local bankers, thereby capitalizing on our extensive knowledge of the local marketplace. As of June 30, 2013, we had total assets of approximately $1.1 billion, total deposits of approximately $957.8 million and tangible shareholders equity of approximately $86.2 million. The Recapitalization On February 25, 2013, the Company entered into a number of agreements in connection with its $91.1 million Recapitalization, including the Stock Purchase Agreement. Those agreements required the Company to issue and sell, in a Private Placement, 60,735,000 shares of common stock at the Purchase Price of $1.50 per share. The closing of the Private Placement took place over two days, with the issuance of 9,941,908 shares of common stock to Treasury in exchange for 33,000 shares of the Company s TARP Preferred Stock, the TARP Warrant to purchase 82,363 shares of common stock, and all accrued but unpaid dividends on the TARP Preferred Stock, and the sale by Treasury of such shares of common stock to investors occurring on the TARP Closing Date of April 11, 2013, and the sale of 50,793,092 shares of common stock directly to investors occurring on the Investor Closing Date, April 12, 2013. See Summary of the Recapitalization. Pursuant to the Stock Purchase Agreement, 60,735,000 shares of our common stock sold in the Recapitalization have been registered for resale on a registration statement on Form S-1 (File No. 333-188137) that was declared effective by the SEC on June 6, 2013. The investors in our Recapitalization are no longer subject to lock-up agreements or any other contractual agreements not to dispose of our shares and these shares are freely transferable. Regulatory Matters First Security Group, Inc. On September 7, 2010, the Company entered into a Written Agreement (the Agreement ) with the Federal Reserve Bank of Atlanta (the Federal Reserve ), the Company s primary regulator. The Agreement places restrictions on the Company that are designed to enhance the Company s ability to act as a source of strength to the Company's wholly owned subsidiary, FSGBank. The Agreement prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from FSG Bank without prior written consent. Within 60 days of the Agreement, the Company was required to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the FSGBank. The Company submitted a copy of FSGBank s capital plan that had previously been submitted to FSGBank s primary regulator, the Office of the Comptroller of the Currency (the OCC ). During May 2013, the OCC requested updated capital and strategic plans based on the Recapitalization. On July 1, 2013, FSGBank submitted capital and strategic plans to the OCC. The plans were also submitted to the Federal Reserve by the Company. During August 2013, the OCC requested minor clarifications to the strategic plan. The Company anticipates providing such clarifications within the next 30-60 days. We can give no assurance that the Federal Reserve or the OCC will approve our capital and strategic plans. The Company is currently deemed not in compliance with several provisions of the Agreement. Any material noncompliance may result in further enforcement actions by the Federal Reserve. Management believes the successful execution of the strategic initiatives discussed below will improve compliance with the Agreement and ultimately position the Company for long-term growth and a return to profitability. On April 11-12, 2013, the Company issued 60,735,000 shares of common stock in the Private Placement. As of June 30, 2013, the first quarterly period following the Private Placement, the Company's regulatory capital ratios were as follows: Tier 1 leverage ratio was 8.5% and total risk-based capital ratio was 15.4%. The Agreement is incorporated by reference as Exhibit 10.20 to the registration statement of which this prospectus is a part and incorporated by reference herein. The foregoing summary is not complete and is qualified in all respects by reference to the actual language of the Agreement. FSGBank. On April 28, 2010, pursuant to a Stipulation and Consent to the Issuance of a Consent Order, FSGBank consented and agreed to the issuance of a Consent Order by the OCC (the Order ). FSGBank and the OCC agreed to the areas of FSGBank s operations that warrant improvement and on a plan for making those improvements. The Order required FSGBank to develop and submit written strategic and capital plans covering at least a three year period. The Board of Directors is required to ensure that competent management is in place in all executive officer positions to manage FSGBank in a safe and sound manner. In response, the Company and FSGBank underwent a restructuring of their executive and senior management teams. FSGBank is also required to review and revise various policies and procedures, including those associated with credit concentration management, the allowance for loan and lease losses, liquidity management, criticized assets, loan review and credit. FSGBank is continuing to work with the OCC to ensure the policies and procedures are both appropriate and fully implemented. Within 120 days of the effective date of the Order, FSGBank was required to achieve and thereafter maintain total capital at least equal to 13.0% of risk-weighted assets (also referred to as the total risk-based capital ratio) and Tier 1 capital at least equal to 9.0% of adjusted total assets (also referred to as the Tier 1 leverage ratio). FSGBank has not achieved compliance with the capital requirements of the Order. As of June 30, 2013, the first quarterly period following the Private Placement, FSGBank's regulatory capital ratios were as follows: Tier 1 leverage ratio was 7.5%, Tier 1 risk-based capital ratio was 12.8% and total risk-based capital ratio was 14.0%. FSGBank has notified the OCC of its compliance with the total-risk based capital ratio and non-compliance with the Tier 1 leverage ratio, as consistent with the requirements of the Order. During the third quarter of 2010, the OCC requested additional information and clarifications to FSGBank's submitted strategic and capital plans as well as the management assessments. Subsequent to the resignation of its chief executive officer in April 2011, FSGBank requested an extension on the submission date for the strategic and capital plans until a new chief executive officer was appointed and had sufficient time to modify the strategic plan. On July 1, 2013, FSGBank submitted capital and strategic plans to the OCC. During August 2013, the OCC requested minor clarifications to the strategic plan. The Company anticipates providing such clarifications within the next 30-60 days. Based on the last regulatory examination, the Bank is currently deemed not in compliance with several provisions of the Order, including the capital requirements and acceptable capital and strategic plans. Management believes that the completed Recapitalization and full implementation of the business plan will provide compliance with most requirements of the Order. However, in determining compliance of acceptable capital and strategic plans as well as the other sections of the Order, multiple factors may be considered, including a certain period of time after implementation. Accordingly, we can give no assurance that the Federal Reserve or the OCC will approve our capital and strategic plans and can give no assurance as to the timing, if at all, of relief from the Order. Effective with the Order, FSGBank has been restricted from paying interest on deposits that is more than 0.75% above the rate applicable to the applicable market of FSGBank as determined by the Federal Deposit Insurance Corporation (the FDIC ). Additionally, FSGBank may not accept, renew or roll over brokered deposits without prior approval of the FDIC. FSGBank is currently deemed not in compliance with several provisions of the Order, including the capital requirements. However, management believes that the completed Recapitalization will significantly improve compliance with the requirements of the Order. The Order is incorporated by reference in Exhibit 10.18 to the registration statement of which this prospectus is a part and incorporated by reference herein. The foregoing summary is not complete and is qualified in all respects by reference to the actual language of the Order. As of September 30, 2012, FSGBank's Tier I leverage ratio fell below the minimum level for an "adequately capitalized" bank of 4.0%. There are three classifications for banks that are below "adequately capitalized," as follows: "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." As of December 31, 2012, FSGBank was reclassified from "undercapitalized" to "significantly undercapitalized" upon the filing of the call report on January 30, 2013. As of March 31, 2013, FSGBank was reclassified to "critically undercapitalized" upon the filing of the call report on April 30, 2013. Following the Recapitalization, on April 23, 2013, FSGBank filed a cash contribution to capital notice with the OCC certifying a $65.0 million capital contribution by the Company into FSGBank. With the capital contribution, FSGBank's regulatory capital ratios increased from March 31, 2013 to June 30, 2013 as follows: Tier 1 leverage ratio from 1.9% to 7.5%, Tier 1 risk-based capital ratio from 3.4% to 12.8% and total risk-based capital ratio from 4.7% to 14.0%. All regulatory capital measures exceed the percentages of a well capitalized institution as defined under applicable regulatory guidelines; however, FSGBank's Tier 1 leverage ratio continues to be below the 9.0% required by the Order. FSGBank will continue to be classified for regulatory purposes as adequately capitalized due to the capital requirements in the Order. Corporate Information Our common stock is traded on the NASDAQ Capital Market under the symbol FSGI. We were incorporated in the state of Tennessee on February 1, 1999. Our principal executive offices are located at 531 Broad Street, Chattanooga, Tennessee 37402, and our telephone number is (423) 266-2000. Our internet address is www.fsgbank.com. The information contained on our website is not part of this prospectus. Summary of Rights Offering The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading The Rights Offering in this prospectus for a more detailed description of the terms and conditions of the rights offering. Securities Offered We are distributing to Pre-Recapitalization Shareholders, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on April 10, 2013, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares. Subscription Price $1.50 per share. Record Date 5:00 p.m., Eastern Time, on April 10, 2013. Expiration of the Rights Offering 5:00 p.m., Eastern Time, on September 20, 2013. We may extend the rights offering without notice to you until October 18, 2013. Use of Proceeds We expect the aggregate net proceeds from the rights offering to be approximately $4.469 million. We intend to use the proceeds of the rights offering to supplement the capital of FSGBank. Basic Subscription Privilege The basic subscription privilege of each subscription right entitles you to purchase two shares of our common stock at a subscription price of $1.50 per share. Over-Subscription Privilege In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to subscribe for a portion of any shares of our common stock that are not purchased by our other Pre-Recapitalization Shareholders through the exercise of their basic subscription privileges. You may subscribe for shares of common stock pursuant to your over-subscription privilege, subject to the purchase and ownership limitations described below under the heading Limitations on the Purchase of Shares. Limitations on the Purchase of Shares Subject to the discretion of our board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the rights offering the person owns securities representing in excess of 4.9% of our common stock. Additionally, federal law generally requires prior regulatory approval for any person or persons acting in concert to acquire 10% or more of our common stock. We will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of September 9, 2013, we determine that such clearance or approval has not been obtained and/or any applicable waiting period has not expired. Non-Transferability of Rights The subscription rights may not be sold, transferred or assigned and will not be traded on the NASDAQ Capital Market or on any other stock exchange or market. No Board Recommendation Our board of directors is making no recommendation regarding the exercise of your subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Revocation Except with regard to rights issued to accounts in the 401(k) Plan, all exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock in the rights offering at a subscription price of $1.50 per share. Note, however, that rights issued to accounts in the 401(k) Plan will not be exercised if the market price of our common stock is below $1.50 on the date the common stock is to be purchased. Purchase Intentions of Our Directors and Officers Our directors and executive officers collectively hold rights to purchase 109,038 shares of our common stock in the rights offering. Certain of our directors and executive officers have indicated an interest in participating in the rights offering. Collectively, we expect our directors and executive officers to purchase approximately 36,000 shares of our common stock under the basic subscription privilege in the rights offering and request an additional approximately 20,000 shares under the over-subscription privilege. Our directors and executive officers are entitled to participate in the rights offering on the same terms and conditions applicable to all other Pre-Recapitalization Shareholders. Maximum Offering The rights offering is subject to a limit of 3,329,234 shares of common stock. Material U.S. Federal Income Tax Considerations For U.S. federal income tax purposes, you should not recognize income or loss upon the receipt, exercise or lapse of the subscription rights. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the subscription rights in light of your particular circumstances. Extension and Cancellation Although we do not presently intend to do so, we have the option to extend the rights offering expiration date, but in no event will we extend the rights offering beyond October 18, 2013. Our board of directors may cancel the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be promptly returned, without interest. Dealer Manager Raymond James & Associates, Inc. Shares Outstanding Before the Rights Offering 63,270,867 shares of our common stock were outstanding as of August 15, 2013. Shares Outstanding After Completion of the Rights Offering Assuming no options are exercised prior to the expiration of the rights offering and assuming all 3,329,234 shares of common stock are sold in the rights offering, we expect 66,600,101 shares of our common stock will be outstanding immediately after completion of the rights offering. Trading Symbol Shares of our common stock are currently traded on the NASDAQ Capital Market under the symbol FSGI.

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+PROSPECTUS SUMMARY 1

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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 deciding to invest in our common stock, you should read this entire prospectus carefully, including the sections of this prospectus entitled Risk factors and Management s discussion and analysis of financial condition and results of operations and our financial statements and related notes. Unless the context otherwise requires, references in this prospectus to the company, Portola, we, us and our refer to Portola Pharmaceuticals, Inc. Portola Pharmaceuticals, Inc. We are a biopharmaceutical company focused on the development and commercialization of novel therapeutics in the areas of thrombosis, other hematologic disorders and inflammation for patients who currently have limited or no approved treatment options. Our current development-stage portfolio consists of three compounds discovered through our internal research efforts and one discovered by Portola scientists during their time at a prior company. Our two lead programs address significant unmet medical needs in the area of thrombosis, or blood clots. Our lead compound Betrixaban is a novel oral once-daily inhibitor of Factor Xa in Phase 3 development for extended duration prophylaxis, or preventive treatment, of a form of thrombosis known as venous thromboembolism, or VTE, in acute medically ill patients. Currently, there is no anticoagulant approved for extended duration VTE prophylaxis in this population. Our second lead development candidate (pINN) Andexanet alfa, formerly PRT4445, which has completed the first of a series of Phase 2 proof-of-concept studies, is a recombinant protein designed to reverse the anticoagulant activity in patients treated with a Factor Xa inhibitor who suffer an uncontrolled bleeding episode or undergo emergency surgery. Our third product candidate, PRT2070, is an orally available kinase inhibitor that inhibits spleen tyrosine kinase, or Syk, and janus kinases, or JAK, enzymes that regulate important signaling pathways and is being developed for hematologic, or blood, cancers and inflammatory disorders. In October 2013, we initiated a Phase 1/2 proof-of-concept study for PRT2070 in patients with non-Hodgkin s lymphoma, or NHL, or chronic lymphocytic leukemia, or CLL, who have failed or relapsed on existing marketed therapies or products in development, including patients with identified mutations. Our fourth program, PRT2607 and other highly selective Syk inhibitors, is partnered with Biogen Idec Inc., or Biogen Idec. Members of our management team, working together or individually, have played central roles at prior companies in discovering, developing and commercializing a number of successful therapeutics in the area of thrombosis, including Integrilin and Xarelto . Our approach has been to identify key enzymes and cellular signaling pathways and to apply our translational expertise to discover compounds with unique properties that have potential for clear clinical and pharmacoeconomic value. To increase the likelihood that our programs will succeed, we enhance our internal discovery and development expertise by collaborating with academic leaders at major universities, including Cornell University, Duke University, Harvard University, King s College, McMaster University, Stanford University and The University of Texas MD Anderson Cancer Center, and by proactively engaging regulatory authorities early in the development process. 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 neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated October 16, 2013 6,366,513 Shares Portola Pharmaceuticals, Inc. Common Stock We are offering 4,457,710 shares of our common stock and the selling stockholders are offering 1,908,803 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on The NASDAQ Global Market under the trading symbol PTLA. On October 15, 2013, the last reported sale price of our common stock on The NASDAQ Global Market was $22.83 per share. We are an emerging growth company under the federal securities laws and are subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See Risk factors beginning on page 12. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to selling stockholders $ $ (1) See Underwriting for additional disclosure regarding underwriting discounts, commissions and expenses. To the extent that the underwriters sell more than 6,366,513 shares of common stock, the underwriters have an option to purchase 954,976 additional shares from us at the public offering price, after deducting underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on , 2013. 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. Morgan Stanley Credit Suisse Cowen and Company William Blair Sanford C. Bernstein , 2013 Table of Contents We have full worldwide commercial rights to Betrixaban and Andexanet alfa, and to PRT2070 for systemic indications. We believe we can maximize the value of our company by retaining substantial global commercialization rights to these three product candidates and, where appropriate, entering into partnerships to develop and commercialize our other product candidates. We plan on building a successful commercial enterprise to commercialize Betrixaban and Andexanet alfa globally, using a hospital-based sales team in the United States and possibly other major markets and with partners in other territories. We currently have the following product candidates in development: Development Pipeline Product Description Stage Indication Worldwide commercial rights Betrixaban Oral Factor Xa inhibitor Phase 3 Extended duration VTE prophylaxis in acute medically ill patients for up to 35 days Portola Andexanet alfa Antidote for Factor Xa inhibitors Phase 2 Reversal of Factor Xa inhibitor anticoagulation Portola PRT2070 Oral Dual Syk and JAK inhibitor Phase 1/2 B-cell hematologic cancers Hematologic cancer and other systemic indications: Portola Certain nonsystemic indications: 50/50 rights with Aciex PRT2607 Syk inhibitor Pre-clinical Allergic asthma and other inflammatory disorders Biogen Idec Betrixaban. Betrixaban is a novel oral once-daily inhibitor of Factor Xa in development for extended duration VTE prophylaxis in acute medically ill patients for up to 35 days. Acute medically ill patients are those who are hospitalized for serious non-surgical conditions, such as heart failure, stroke, infection, rheumatic disorders and pulmonary disorders. We estimate that in the G7 countries in 2012 there were 22.3 million acute medically ill patients for whom VTE prophylaxis was recommended by medical treatment guidelines. The current standard of care for VTE prophylaxis in this population is enoxaparin, an injectable drug that is approved for a usual administration period of 6 to 11 days and up to 14 days and is generally not prescribed for use outside of the hospital. According to IMS Health Incorporated, a healthcare industry information provider, worldwide sales of enoxaparin for the 12 months through June 2012 were in excess of $4.8 billion. We believe that the use of enoxaparin in acute medically ill patients accounted for at least $2 billion of these sales. Multiple large, global trials have demonstrated that there is substantial risk of VTE in acute medically ill patients with restricted mobility and other risk factors beyond the standard course of enoxaparin. For example, the MAGELLAN trial demonstrated that the incidence of VTE-related death rose four-fold over several weeks after hospital discharge and the discontinuation of treatment. However, there are no therapies approved for use beyond a typical hospitalization period of 6 to 14 days despite the ongoing risk of VTE faced by these patients for 35 days or more following hospital admission. We are developing Betrixaban to be the first oral Factor Xa inhibitor approved for use in acute medically ill patients and the first anticoagulant approved for extended duration VTE prophylaxis in these patients. Table of Contents Table of contents Prospectus summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our consolidated financial statements and the related notes thereto, included elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in the section entitled Risk Factors beginning on page 5 of this prospectus. Except where the context requires otherwise, the terms us, we, our, and the Company refer to MISCOR Group, Ltd., an Indiana corporation and, where appropriate, its subsidiaries. MISCOR Group, Ltd. Our Business The Company began operations in July 2000 with the purchase of the operating assets of an electric motor and magnet shop in South Bend, Indiana. Through acquisitions and internal growth, we expanded the nature of our operations as well as our geographic presence, which now includes locations in Indiana, Alabama, Ohio, West Virginia, Maryland, and California. In April 2004, we reorganized our operations into a holding company structure, forming Magnetech Integrated Services Corp. to act as the parent company. In September 2005, we changed our name from Magnetech Integrated Services Corp. to MISCOR Group, Ltd. Between 2005 and September 2008, we made a series of acquisitions allowing us to enter into Rail Services and expand our Construction and Engineering Services ( CES ) and Industrial Services businesses. Following experiences in the financial crisis of 2008 and 2009, we decided to reorient our growth strategy and to intensify our focus on industrial and utility services and divested certain operations. We have since operated primarily in two business segments: Industrial Services Providing maintenance and repair services to several industries, including electric motor repair and rebuilding; maintenance and repair of electro-mechanical components for the wind power industry; and the repairing, manufacturing, and remanufacturing of industrial lifting magnets for the steel and scrap industries. To supplement our industrial service offerings, we also provide on-site maintenance services and custom and standardized industrial maintenance training programs. Rail Services Manufacturing and rebuilding power assemblies, engine parts, and other components related to large diesel engines, and providing locomotive maintenance, remanufacturing, and repair services for the rail industry. Our objective is to be a leading provider of integrated mechanical and electrical products and services to industry, as well as a leading provider of manufactured and remanufactured engine components to the rail, marine, and power industries. To achieve that, we intend to position the Company in order to capitalize on long-term growth opportunities in the wind power and utility markets as well as the heavy industry market. We are continuing to assess the strategic fit of our various businesses and may explore a number of strategic alternatives for our non-strategic businesses including possible divestures. Financing We have financed our operations primarily through equity, convertible debt financings, and certain credit facilities. See Management s Discussion and Analysis of Financial Condition ( MD&A ) Prior Financing and Capital Transactions Involving Selling Shareholders in this prospectus for a description of certain of these financings. At September 30, 2012, we had total debt of approximately $7.782 million, which has been refinanced, as described more fully in MD&A Recent Developments. Table of Contents EXPLANATORY NOTE The purpose of this post-effective amendment to Reg. No. 333-129354 and Reg. No. 333-144557 is to provide an update of the financial statements and other information included in the prospectus forming a part of each such registration statement and to combine the prospecti with the prospectus contained in this registration statement registering 3,333,332 shares of our common stock, into a single prospectus. On November 1, 2005, MISCOR Group, Ltd. filed a registration statement on Form S-1 (No. 333-129354) to register 199,628,252 shares of its common stock, including shares issuable upon exercise of warrants or conversion of debt securities. The registration statement was declared effective on May 12, 2006. On November 2, 2006, MISCOR Group, Ltd. filed a registration statement on Form S-1 (Reg. No. 333-137940) to register the offer and sale of 375,000 shares of its common stock issuable upon exercise of certain warrants. The registration statement was declared effective on November 9, 2006. On April 27, 2007, MISCOR Group, Ltd. filed a Post-Effective Amendment No. 1 to the registration statement on Form S-1 (Reg. No. 333-137940), which, pursuant to Rule 429 under the Securities Act, also acted as Post-Effective Amendment No. 1 to the registrant s registration statement on Form S-1 (Reg. No. 333-129354). The post-effective amendment was declared effective on May 9, 2007. On January 14, 2008, the registrant effectuated a Reverse Stock Split thereby changing and combining each 25 shares of its common stock into one share. During the first quarter of 2010, certain warrants exercisable for 2,057 shares (after giving effect to the Reverse Stock Split) expired, and a conversion option on a note convertible into 1,200,000 shares (after giving effect to the Reverse Stock Split) of our common stock also expired. As a result of the Reverse Stock Split and the expiration of warrants and a conversion option on certain debentures, the prospectus included herein relates to 6,530,358 shares, including 697,026 shares related to Reg. No. 333-129354 and 2,500,000 shares related to Reg. No. 333-144557. The shares originally registered pursuant to Reg. No. 333-137940 related solely to 15,000 shares issuable upon the exercise of warrants, which have since expired. Table of Contents Registration Rights We granted registration rights to various investors in our prior financing transactions. The registration rights require us to register the common stock issued to the investors, as well as the common stock issuable upon exercise of certain warrants issued to the investors, with the Securities and Exchange Commission ( SEC ) for resale under the Securities Act of 1933, as amended (the Securities Act ). To comply with this obligation with respect to the selling shareholders (for the shareholders identified beginning on page 13), we filed certain registration statements of which this prospectus is a part. See Prior Financing and Capital Transactions Involving Selling Shareholders Registration Rights below. Corporate Information Our executive offices are located at 800 Nave Road SE, Massillon, OH 44646. Our telephone number is (330) 830-3500. We maintain a web site at the following Internet address: www.miscor.com. The information on our web site is not part of this prospectus. About this Prospectus You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. The selling shareholders are offering to sell, and are seeking offers to buy, shares of common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus is complete only as of the date on the front cover regardless of the time of delivery of this prospectus or of any shares. Table of Contents The information in this prospectus is not complete and may be changed. The selling shareholders may not sell or offer these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and neither MISCOR Group, Ltd. nor the selling shareholders are soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated February 14, 2013 PROSPECTUS MISCOR GROUP, LTD. 6,530,358 Shares of Common Stock This prospectus relates to the resale by the selling shareholders of 6,530,358 shares of our common stock, including 8,079 shares issuable upon the exercise of outstanding warrants. These shares were issued to the selling shareholders in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. This prospectus relates to shares that are registered or are being registered pursuant to certain registration rights agreements with the selling shareholders. We will not receive any proceeds from any sales made by the selling shareholders, except to the extent that the selling shareholders that hold warrants exercise warrants to purchase 8,079 shares with an exercise price of $0.25 per share. We have agreed to bear all expenses in connection with this offering, including certain fees and expenses of counsel to the selling shareholders, but not including underwriting discounts, concessions, or commissions of the selling shareholders. The selling shareholders may sell the shares, from time to time, in ordinary brokerage transactions, or by any other means described herein in the section entitled Plan of Distribution, at prevailing market prices, at prices related to prevailing market prices, or at prices otherwise negotiated. Our common stock is currently quoted on the OTCQB under the symbol MIGL. On February 4, 2013, the last reported sales price of our common stock was $1.16 per share. Our business is subject to many risks and investment in our common stock offered through the prospectus will also involve a high degree of risk. You should carefully read and consider the section of this prospectus entitled Risk Factors beginning on page 5 of this prospectus before you make an investment in the securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities that may be offered under this prospectus, nor have any of these organizations determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is . Table of Contents The Offering Common stock outstanding 11,683,987 (1) Seller One or more selling shareholders; see Principal and Selling Shareholders. We are not selling any shares of our common stock under this prospectus or any prospectus supplement. Shares of common stock offered 6,530,358 (2) Market for our common stock Our common stock is traded on the OTCQB under the symbol MIGL. While trading in our stock has occurred, an established public trading market has not yet developed. Use of proceeds The selling shareholders will receive the net proceeds from the sale of shares. We will pay the expenses of this offering but will receive none of the proceeds from the sale of shares offered by this prospectus. We may, however, receive payment upon selling shareholders exercise of outstanding warrants. See Use of Proceeds. Any proceeds that we receive will be used for general corporate purposes, including working capital, capital expenditures, and repaying or refinancing our debt obligations.

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+Prospectus Summary This summary highlights information described more fully elsewhere in this prospectus. You should read the entire prospectus carefully. In this prospectus, USMetals, USMI , the Company, we, us and our refer to USMetals, Inc., a Nevada corporation. The Company USMetals was incorporated in 2000 and since 2002 has been a wholly owned subsidiary of USCorp, Inc. USMetals is the holder of 276 unpatented mining claims known as the Twin Peaks Project through its wholly owned subsidiary, AGC Corp, an Arizona corporation ( AGCAZ ), the record holder of the claims. The Twin Peaks mining claims are located in West-Central Arizona, in the Eureka Mining District of Yavapai County, Arizona, approximately 42 miles west of Prescott, Arizona. In 2007 USCorp conducted a so called feasibility study , actually a scoping study, on the Twin Peaks Project that identified mineralized material on the property. During fiscal 2009 and 2009 USCorp completed Phase 1, Phase 2 and Phase 2.5 of a 3-phase drilling program. In 2012 USCorp completed Phase 3 of the 2008 and 2009 drilling program. The scoping study was performed and used in preparation for the exploration program and is not to determine the feasibility of profitable exploration. In May 2012, USCorp determined that spinning off USMetals as a separate company would be the best method of pursuing exploration and development of the Twin Peaks Project. The record date for the spinoff is July 1, 2013. The Offering This prospectus relates to the offering of up to 74,714,452 shares of the common stock of USMetals, Inc., a Nevada corporation, $0.001 par value per share, to the stockholders of USCorp, a Nevada corporation, pursuant to a spinoff of the shares of the registrant held by USCorp and the resale of 35,297,886 shares of our common stock by non-affiliated stockholders. Please refer to Prospectus Summary - The Offering Selling Securities Holders and Plan of Distribution. We will not receive any proceeds as a result of the spinoff to the stockholders of USCorp, or from the sale of the shares of our common stock by the Selling Securities Holders. We will bear all expenses in connection with the registration of all of the shares of our common stock covered by this prospectus. We are offering the shares to the stockholders of USCorp without the use of any placement agent. Our fees and expenses associated with this offering are estimated to be $30,000. The Selling Securities Holders will be offering shares of our common stock. The Selling Securities Holders may sell all or a portion of these shares through registration under the Securities Act of 1933, as amended, from time to time in market transactions through any market on which our common stock is then traded, in negotiated transactions or otherwise, at a price of $0.001 per share for the duration of the offering pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section in this prospectus entitled Plan of Distribution. USCorp, all of the Selling Securities Holders, and all of the intermediaries through whom the shares of the Selling Securities Holders may be sold are deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify the Selling Securities Holders against certain liabilities, including liabilities under the Securities Act. We will notify the Selling Securities Holders of their underwriting status and our agreement to indemnify them against certain liabilities, including liabilities under the Securities Act, pursuant to a letter in the form attached to this prospectus as Attachment A. The offering price per share of $0.001 is the par value of the shares to be issued in connection with the proposed spinoff. There will be no commissions paid in connection with the spinoff shares as described in this prospectus. Please refer to the Plan of Distribution section of this prospectus. The shares of our common stock are not currently listed for sale on any exchange, although we do plan to attempt to have our shares quoted for sale on the Pink Sheets or the OTC Bulletin Board after the effective date of this prospectus. However, there can be no assurance that we will be successful in having our shares quoted or traded on any public market. USMetals, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of Incorporation or organization) 1000 (Primary Standard Industrial Classification Code Number) 88-0463279 (I.R.S. Employer Identification No.) 4535 W. Sahara Avenue, Suite 200 Las Vegas, NV 89102 (702) 933-4034 (Address and Telephone Number of Registrant s Principal Executive Offices and Principal Place of Business) CSS NEVADA 4535 W. Sahara Avenue, Suite 200 Las Vegas, NV 89102 (702) 933-4030 (Name, Address and Telephone Number of Agent for Service) With a Copy to: Dennis Brovarone Attorney at Law 35 Pinyon Pine Road Littleton, CO 80127 Telephone No.: (303) 589-1388 The Spinoff On May 30, 2012, USCorp, a Nevada corporation, determined to spinoff all of the shares of USMetals, Inc., a Nevada corporation, held by USCorp to the holders of USCorp common and preferred stock. USMetals has been a wholly-owned subsidiary of USCorp since 2002. USCorp will affect the spinoff by distributing on the effective date as a non-taxable distribution, the shares at the rate of one share of USMI common stock for every ten shares of USCorp Common Stock outstanding, and one share of USMI common stock for every ten shares of Common Stock underlying the eight to one conversion rights of the outstanding USCorp Series A Preferred Stock and the two for one conversion rights of the outstanding Series B Preferred Stock. The revised record date for the dividend is July 1, 2013 and the distribution date will be set as soon as the registration of our common stock under the Securities Act of 1933 is effective and our filing with the Financial Industry Regulatory Agency (FINRA) is complete. The purpose of the distribution is to establish USMetals as a separate company and facilitate the financing and development of its business independently of other properties of USCorp and its subsidiaries. The following table illustrates the USCorp dividend distribution. Type of USCorp Equity Outstanding as of 7/1/2013 Right to Common Stock Dividend @ 1 for 10 A Preferred 25,600,000 204,800,000 20,480,000 B Preferred 105,000 210,000 21,000 Common 542,154,519 0 54,215,452 Total 74,714,452 Inasmuch as USCorp will distribute 74,714,452 shares of our common stock to the to the USCorp stockholders, following the spinoff, USCorp will own no shares of USMetals, which means that USMetals will be a fully independent company, although there may not be any active market for our shares. No vote of USCorp stockholders was required in connection with the spinoff, however on May 30, 2012 a majority of the voting shares of the company voted in favor of the spinoff. USCorp has approximately 1,200 stockholders of record, including the shares held by Cede & Co. for the benefit of various unknown stockholders. The USCorp stockholders will not be required to pay any cash or other consideration for the shares of USMetals common stock distributed to them as a result of the spinoff or to surrender or exchange their shares of USCorp common stock to receive the distribution of USMetals common stock. Reasons for the Spinoff USMetals, Inc. believes that our separation from USCorp will provide the following benefits: Improved positioning for each company to pursue distinct minerals exploration and development opportunities intended to facilitate capital formation and management expertise on distinct exploration and development projects. More efficient allocation of capital, which will allow each company to develop an independent investment program without the constraints of a holding company, conglomerate structure. Facilitate engaging separate management with the intention of focusing exclusively on the distinct exploration opportunities for stockholder value creation. USCorp also considered a number of potentially negative factors in evaluating the spinoff, including: The potential loss of synergies from operating as one company and potential increased costs; Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. Potential loss of joint purchasing power; Potential disruptions to the businesses as a result of the spinoff; Risks of being unable to achieve the benefits expected to be achieved by the spinoff; The risk that the spinoff might not be completed; The costs of the spinoff; and The risk that the quoted price of a share of USCorp common stock after the spinoff plus the quoted price of a share of USMetals common stock distributed will, in the aggregate, be less than the quoted price of a share of USCorp common stock before the spinoff. USCorp concluded that the potential long-term benefits of the spinoff outweighed these factors. In view of the wide variety of factors considered in connection with the evaluation of the spinoff and the complexity of these matters, USCorp did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to the factors considered. At the present time, USMetals is a subsidiary of USCorp, with our corporate activities directed by the USCorp board of directors. Following the spinoff USMetals will be owned by the USCorp stockholders as of July 1, 2013, and not USCorp. Management of USCorp will continue as our management. However, we intend to bring on additional management personnel and expand our board of directors as conditions and finances warrant. USMetals has no present plans to be acquired or to merge with another company nor does USMetals or USCorp have plans to enter into a change of control or similar transaction. Current Operations of USCorp USCorp will continue to be engaged in mineral exploration and development by virtue of its explorations operations through its wholly owned subsidiary Imperial Metals, Inc. When and How the USMetals Shares Will be Distributed The USMetals shares will be distributed by USMetals as of 5:00 p.m., New York, New York time, on the effective date of the registration statement of which this prospectus is a part (the Distribution Date ) by causing the shares of USMetals common stock to be registered in accounts established in the ownership records of USMetals. Registered Holders. If any USCorp stockholder owns shares in registered form, the USMetals shares distributed to him will be registered in his name, the USCorp common stockholder will become the record holder of that number of shares of USMetals common stock equal to 1 USMetals share for each 10 USCorp shares, with fractional shares rounded up to the next whole share. Registered Series A and Series B Preferred stockholders will receive a distribution of one share of USMI common stock for every ten shares of Common Stock underlying the eight to one conversion rights of the outstanding USCorp Series A Preferred Stock and the two for one conversion rights of the outstanding Series B Preferred Stock. Street Name Holders. If any USCorp stockholder shares are held in a brokerage account or with a nominee, the distribution will be credited to the account of his brokerage firm or nominee. The USCorp stockholder s broker/nominee will in turn credit his account for the USMetals shares that he is entitled to receive. This could take up to two weeks from the Distribution Date. Fractional Shares. We will not deliver any fractional shares of USMetals common stock in connection with the spinoff. Instead, we will round up to nearest whole and deliver rounded up shares to each USCorp stockholder. 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, 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, 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 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 Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered Offering Price Per Share (1) Aggregate Offering Price Amount of Registration Fee Common stock (2) 74,714,452 $ 0.001 $ 74,715 $ 10.20 (1) Based on Rule 457 under the Securities Act. The offering price is the par value of $0.001 of the shares to be issued. (2) Represents shares held by the Selling Securities Holders, which include the shares to be issued to the USCorp stockholders in the spinoff and others. See Prospectus Summary - The Offering, Plan of Distribution, and Selling Securities Holders. 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Book-Entry Registration. USMetals common stock will be issued in book-entry form through the Direct Registration System. USMetals transfer agent and registrar, Computershare, 350 Indiana Street, Suite 750, Golden CO 80401, telephone 1 303.262.0678, will hold each USCorp stockholder s book-entry shares. If an USCorp stockholder wishes to receive a physical certificate after the Distribution Date, he should contact Computershare. Distribution Statement. Following the Distribution Date, a distribution statement will be sent to each USCorp stockholder showing his ownership interest in USMetals common stock. We currently estimate that it will take up to 10 days from the Distribution Date to complete the mailings of distribution statements. Dissenters Right of Appraisal Nevada law does not provide for a right of a stockholder to dissent to the spinoff. U.S. Federal Income Tax Consequences We have not obtained any tax opinion with respect to the spinoff. Therefore, all USCorp stockholders should consult with their own tax advisers to determine whether or not the spinoff will be tax-free to our common stockholders for U.S. federal income tax purposes, specifically as to whether or not the USCorp common stockholders who receive our shares will recognize a gain or loss by reason of the receipt of shares of USMetals common stock as a result of the spinoff. We are an Emerging Growth Company Pursuant to Section 107 of the Jumpstart Our Business Startups Act (the JOBS Act ) which was signed into law on April 5, 2012, we have elected to claim the exemption provided to emerging growth companies. The JOBS Act provides an IPO on ramp for emerging growth companies (a newly created category of issuer under the Securities Act), which are issuers with annual gross revenues of less than $1 billion during the most recently completed fiscal year. Emerging growth companies may take advantage of the scaled disclosure requirements that already have been available to smaller reporting companies (defined by the Securities Act as companies having a public float of less than $75 million). The scaled disclosure includes a requirement to include only two, rather than three, years of audited financial statements in the issuer s initial public offering ( IPO ) registration statement and, during the IPO on ramp period, the ability to omit the auditor s attestation on internal control over financial reporting required by the Sarbanes-Oxley Act of 2002. Also during the IPO on ramp period, emerging growth companies would not need to submit say-on-pay votes to their stockholders (including say-on-pay frequency or golden parachute votes) and would face more limited executive compensation disclosure requirements than larger companies. Changes to the IPO process itself are likely the most significant aspects of the new emerging growth company regime. The JOBS Act allows an emerging growth company to submit its IPO registration statement on a confidential basis, with the result that any sensitive information contained in the registration statement would not be immediately publicly available. The ability for an emerging growth company to maintain confidentiality and avoid disclosing that it is contemplating an offering until it is ready to do so is significant. However, the initial confidential submission and any subsequent amendments must be publicly filed at least 21 days before the issuer s road show. In addition, the JOBS Act permits an emerging growth company to test the waters by communicating orally or in writing with qualified institutional buyers or other accredited investors to gauge interest in a contemplated securities offering, even if a registration statement has not yet been filed, and permits analysts to publish research reports about an emerging growth company that is going public even if the analyst s firm is one of the underwriters in the issuer s IPO. These emerging growth company and IPO on ramp provisions can be taken advantage of not only by any issuers who go public in the future, but also by any issuer that has consummated an IPO since December 9, 2011. The IPO on ramp period ends upon the earliest of: The last day of the fiscal year in which the issuer achieves annual gross revenues of at least $1 billion; The last day of the fiscal year following the fifth anniversary of the issuer s IPO; The issuance of more than $1 billion in non-convertible debt during the previous three years; or The issuer s becoming a large accelerated filer (which generally is an issuer with at least $700 million in public float). While the JOBS Act by no means overhauls the IPO process for emerging growth companies, it may help minimize the time to market and fill in a gap for companies wishing to undertake an IPO that now qualify as emerging growth companies but did not previously qualify as smaller reporting companies, and it reduces audit-related costs and lessens certain ongoing reporting requirements. The JOBS Act also provides scaled disclosure requirements within registration statement, as follows: Two years audited financials and two years selected financial data (in lieu of the former requirements for three years audited and five years selected financial data); The emerging growth company s management discussion and analysis only needs to cover years for which the company s financials are provided; and The SEC has indicated emerging growth companies currently in registration may amend to scale back disclosure; however, issuers may be required to add disclosure to explain changes. With respect to executive compensation, emerging growth companies can follow the disclosure requirements for smaller reporting company (generally companies with public float of less than $75 million) under Regulation S-K. However, unless the SEC issues guidance to the contrary, an already existing issuer that is an emerging growth company but does not qualify as smaller reporting company will not get benefit of reduced executive compensation disclosure. Under the JOBS Act, emerging growth companies need only provide the following with respect to executive compensation: Top three executives (principal executive officer plus two other most highly compensated who earned more than $100,000 in the last fiscal year), rather than the top five; One year of compensation disclosure required for a registration statement on Form S-1, the same as current rules (but going forward, only need two years instead of current three year requirement); and May omit compensation disclosure and certain compensation tables. Emerging growth companies have scaled disclosure after an initial public offering, as follows: After an IPO, an issuer can take advantage of additional exemptions and reduced disclosure requirements as long as it qualifies as an emerging growth company, including: Auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act of 2002; Compensation disclosure and other executive compensation disclosure as noted above; Disclosure required for the top three, rather than the top five named executive officers, as noted above; Disclosure required for two, rather than three years, as noted above; and Dodd-Frank compensation disclosure requirements (say on pay, say on pay frequency, say on golden parachute, pay for performance graph and chief executive officer pay ratio). Subject to Completion, September 4, 2013 USMetals, Inc. 74,714,452 Shares of Common Stock This prospectus relates to the offering of up to 74,714,452 shares of the common stock of USMetals, Inc., a Nevada corporation to the stockholders of USCorp, a Nevada corporation, pursuant to a spinoff of the shares of the registrant held by USCorp, and the resale of 35,297,886shares by non-affiliated stockholders. Please refer to Prospectus Summary - The Offering, Plan of Distribution, and Selling Securities Holders. We will not receive any proceeds as a result of the spinoff to the stockholders of USCorp or from the sale of the shares of our common stock by the Selling Securities Holders. We will bear all expenses in connection with the registration of all of the shares of our common stock covered by this prospectus. We are offering the shares to the stockholders of USCorp without the use of any placement agent. Our fees and expenses associated with this offering are estimated to be $30,000. The Selling Securities Holders will be offering shares of our common stock. The Selling Securities Holders may sell all or a portion of these shares through registration under the Securities Act of 1933, as amended, from time to time in market transactions through any market on which our common stock is then traded, in negotiated transactions or otherwise, at a price of $0.001 per share for the duration of the offering pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section in this prospectus entitled Plan of Distribution. USCorp, and all of the Selling Securities Holders, and all of the intermediaries through whom the shares of the Selling Securities Holders may be sold are deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify the Selling Securities Holders against certain liabilities, including liabilities under the Securities Act. We will notify the Selling Securities Holders of their underwriting status and our agreement to indemnify them against certain liabilities, including liabilities under the Securities Act, pursuant to a letter in the form attached to this prospectus as Attachment A. We are an emerging growth company as described in the Jumpstart Our Business Startups Act (the JOBS Act ) which was signed into law on April 5, 2012. See Prospectus Summary. The shares of our common stock are not currently listed for sale on any exchange, although we do plan to attempt to have our shares quoted for sale on the Pink Sheets or the OTC Bulletin Board after the effective date of this prospectus. However, there can be no assurance that we will be successful in having our shares quoted or traded on any public market. THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED UNDER THE RISK FACTORS, SECTION 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 ________________, 2013 The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. No one may sell these securities nor may offers to buy be accepted 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 state where the offer, solicitation or sale is not permitted. After ceasing to qualify as an emerging growth company: The issuer must hold first say on pay vote not later than the end of one year period beginning on the date the issuer ceases to be an emerging growth company, or the end of the three year period beginning on the date the emerging growth company ceases to qualify as an emerging growth company, if issuer has been an emerging growth company for less than two years after its first registered sale of equity securities; Extended phase-in for new or revised accounting standards. An emerging growth company will not need to comply with such standards until those standards also apply to private companies; Emerging growth companies will also be permitted to use any longer phase-in periods for private companies for any new or revised accounting standards; PCAOB rules, including, exempted from any rules mandating audit firm rotation and auditor discussion and analysis if such rules are adopted, and any new rules subject to SEC determination that such rules are necessary or appropriate in the public interest after considering investor protection and whether the action will promote efficiency, competition and capital formation. Rules for research coverage for an emerging growth company have been changed to provide: New safe harbor rules that provides that broker-dealer publication of research report about an emerging growth company will not constitute an offer, even if broker-dealer is part of syndicate; FINRA research restrictions during post-offering period or prior to expiration of lockup under NASD Rule 2711(f) will not apply to post- IPO reports issued in connection with an emerging growth company; and Research analysts may meet with accountants or members of an emerging growth company s management before and after filing, including in presence of or in coordination with investment bankers. The JOBS Act does not explicitly preempt existing rules and does not expressly address rulemaking by national securities exchanges thus, it is unclear if the exchanges are still permitted to maintain independent conflict of interest rules. What continues to apply under the JOBS Act: Antifraud provisions regarding analyst research; Conflicts of interest rules between analysts and investment banking; Analyst certification requirements; and Restrictions on analyst conduct, compensation, supervision and related matters under NASD Rule 2711 and Global Research Analyst Settlement of 2003.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus, including the financial data and related notes and section entitled Risk Factors, before making an investment decision. Unless the context otherwise indicates, as used in this prospectus, the terms SunGard, we, our, us, and the company and similar terms refer to SunGard Data Systems Inc. and its subsidiaries on a consolidated basis. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. Our Company We are one of the world s leading software and technology services companies. We provide software and technology services to financial services, education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve approximately 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across all of our business segments and create long-term customer relationships. We operate our business in three segments: Financial Systems ( FS ), Availability Services ( AS ) and Public Sector & Education ( PS&E ), which is comprised of our Public Sector business ( PS ) and our K-12 Education business ( K-12 ). On January 19 and 20, 2012, the Company completed the sale of its Higher Education ( HE ) business, which is included in discontinued operations for purposes of this prospectus. FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets. AS provides disaster recovery services, managed services, information availability consulting services and business continuity management software to more than 8,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business. PS&E (PS and K-12) provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public and private schools, utilities, nonprofits and other public sector institutions. We were acquired in August 2005 in a leveraged buy-out ( LBO ) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the Sponsors ). As a result of the LBO, we are highly leveraged and our equity is not publicly traded. Our Sponsors continually evaluate various strategic alternatives with respect to the Company. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, or, if we do, what the structure or timing for any such transaction would be. Table of Contents Table of Additional Registrant Guarantors Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Advanced Portfolio Technologies, Inc. Delaware 22-3245876 340 Madison Avenue 8th Floor New York, NY 10173 Automated Securities Clearance LLC Delaware 22-3701255 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 GL Trade Overseas, Inc. Delaware 06-1414402 340 Madison Avenue New York, NY 10173 Inflow LLC Delaware 84-1439489 680 E. Swedesford Rd. Wayne, PA 19087 Online Securities Processing Inc. Delaware 77-0589377 680 E. Swedesford Rd. Wayne, PA 19087 SIS Europe Holdings LLC Delaware 41-1511643 680 E. Swedesford Rd. Wayne, PA 19087 SRS Development Inc. Delaware 23-2746281 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Ambit LLC Delaware 04-2766162 100 High Street 19th Floor Suffolk, MA 02110 SunGard Asia Pacific Inc. Delaware 51-0370861 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard Availability Services LP Pennsylvania 23-2106195 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Availability Services Ltd. Delaware 23-3024711 680 E. Swedesford Rd. Wayne, PA 19087 SunGard AvantGard LLC California 95-3440473 23975 Park Sorrento 4th Floor Calabasas, CA 91302 SunGard Business Systems LLC Delaware 23-2139612 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Computer Services LLC Delaware 68-0499469 600 Laurel Road Voorhees, NJ 08043 SunGard Consulting Services LLC Delaware 87-0727844 10375 Richmond Suite 700 Houston, TX 77042 SunGard CSA LLC Delaware 20-4280640 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Development Corporation Delaware 23-2589002 680 E. Swedesford Rd. Wayne, PA 19087 Table of Contents Corporate Information SunGard Data Systems Inc. was incorporated under Delaware law in 1982. Our principal executive offices are located at 680 East Swedesford Road, Wayne, Pennsylvania 19087. Our telephone number is (484) 582-2000. Our corporate website is located at www.sungard.com. The information on, or accessible through, our corporate website is not a part of, or incorporated by reference in, this prospectus. Incorporation By Reference The SEC allows us to incorporate by reference the information we file with them into this prospectus. See Incorporation by Reference. Table of Contents Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices SunGard DIS Inc. Delaware 23-2829670 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Energy Systems Inc. Delaware 13-4081739 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard eProcess Intelligence LLC Delaware 13-3217303 600 Lanidex Plaza Parsippany, NJ 07054 SunGard Financial Systems LLC Delaware 23-2585361 3 Van de Graff Drive Burlington, MA 01803-5148 SunGard Investment Systems LLC Delaware 23-2115509 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Investment Ventures LLC Delaware 51-0297001 680 E. Swedesford Road Wayne, PA 19087 SunGard iWORKS LLC Delaware 23-2814630 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 SunGard iWORKS P&C (US) Inc. Delaware 13-3248040 200 Business Park Dr. Armonk, NY 10504 SunGard Kiodex LLC Delaware 13-4100480 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 SunGard NetWork Solutions Inc. Delaware 23-2981034 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Public Sector Inc. Florida 59-2133858 1000 Business Center Drive Lake Mary, FL 32746 SunGard Reference Data Solutions LLC Delaware 72-1571745 340 Madison Avenue 8th Floor New York, NY 10173 SunGard SAS Holdings Inc. Delaware 26-0052190 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Securities Finance LLC Delaware 13-3799258 14 Manor Parkway Salem, NH 03079 SunGard Securities Finance International LLC Delaware 13-3809371 14 Manor Parkway Salem, NH 03079 SunGard Shareholder Systems LLC Delaware 23-2025519 2300 Main Street Suite 400 Kansas City, MO 64108 SunGard Software, Inc. Delaware 51-0287708 680 E. Swedesford Road Wayne, PA 19087 SunGard Systems International Inc. Pennsylvania 23-2490902 340 Madison Avenue 8th Floor New York, NY 10173 Table of Contents The Notes The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections captioned Description of Senior Notes Due 2018, Description of Senior Notes Due 2020 and Description of Senior Subordinated Notes in this prospectus contain a more detailed description of the terms and conditions of the notes. Issuer SunGard Data Systems Inc. Securities Offered 7 3/8% Senior Notes due 2018. 7 5/8% Senior Notes due 2020. 6.625% Senior Subordinated Notes due 2019. Maturity The senior notes due 2018 mature on November 15, 2018. The senior notes due 2020 mature on November 15, 2020. The senior subordinated notes mature on November 1, 2019. Interest Rate The senior notes due 2018 bear interest at a rate of 7 3/8% per annum. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum. The senior subordinated notes bear interest at a rate of 6.625% per annum. Interest Payment Dates We pay interest on the senior notes due 2018 and the senior notes due 2020 on May 15 and November 15 and on the senior subordinated notes on May 1 and November 1. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, the issue date of the notes. Guarantees Each of our 100% owned domestic subsidiaries that guarantees the obligations under our senior secured credit facilities are initially jointly and severally, fully and unconditionally guaranteeing the senior notes on a senior unsecured basis and the senior subordinated notes on an unsecured senior subordinated basis. Ranking The senior notes are our senior unsecured obligations and: rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes; rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of our existing and future secured debt including obligations under our senior secured credit facilities and the 4.875% senior notes due 2014 (referred to in this prospectus as the senior secured notes ), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes. Table of Contents Similarly, the guarantees of the senior notes are senior unsecured obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including such guarantor s guarantee under the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes. The senior subordinated notes are our unsecured senior subordinated obligations and: rank senior in right of payment to our existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to any or all of our future senior subordinated debt; are subordinated in right of payment to all of our existing and future senior debt (including our senior secured credit facilities, the senior secured notes and the senior notes); and are effectively subordinated in right of payment to all of our existing and future secured debt (including our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior subordinated notes. Similarly, the guarantees of the senior subordinated notes are unsecured senior subordinated obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior subordinated debt; 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 31, 2013 PRELIMINARY PROSPECTUS SunGard Data Systems Inc. 7 3/8% Senior Notes due 2018 7 5/8% Senior Notes due 2020 6.625% Senior Subordinated Notes due 2019 The 7 3/8% Senior Notes due 2018 (the senior notes due 2018 ) were issued in exchange for the 7 3/8% Senior Notes due 2018 originally issued on November 16, 2010. The 7 5/8% Senior Notes due 2020 (the senior notes due 2020) were issued in exchange for the 7 5/8% Senior Notes due 2020 originally issued on November 16, 2010. The 6.625% Senior Subordinated Notes due 2019 (the senior subordinated notes ) were issued in exchange for the 6.625% Senior Subordinated Notes due 2019 originally issued on November 1, 2012. The senior notes due 2018, the senior notes due 2020 (collectively, the senior notes ) and the senior subordinated notes are collectively referred to herein as the notes, unless the context otherwise requires. The senior notes due 2018 bear interest at a rate of 7 3/8% per annum and mature on November 15, 2018. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum and mature on November 15, 2020. Interest on the senior notes due 2018 and the senior notes due 2020 is payable on May 15 and November 15 of each year, beginning November 15, 2011. The senior subordinated notes bear interest at a rate of 6.625% per annum and mature on November 1, 2019. Interest on the senior subordinated notes due 2019 is payable on May 1 and November 1 of each year, beginning on November 1, 2013. We may redeem some or all of the notes at any time at the redemption prices set forth in this prospectus. The senior notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness. The senior subordinated notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness, including the senior secured credit facilities, the existing senior notes and the senior notes offered hereby. Each of our 100% owned domestic subsidiaries that guarantees our senior secured credit facilities are initially unconditionally guaranteeing the senior notes with guarantees that rank equal in right of payment to all of the senior indebtedness of such subsidiary, and are initially unconditionally guaranteeing the senior subordinated notes with guarantees that are subordinated in right of payment to all existing and future senior indebtedness of such subsidiary. The notes and the guarantees are effectively subordinated to our existing and future secured indebtedness and that of the guarantors to the extent of the assets securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. See Risk Factors beginning on page 11 for a discussion of certain risks that you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2013. Table of Contents are subordinated in right of payment to all of the applicable guarantor s existing and future senior debt (including such guarantor s guarantee under our senior secured credit facilities, the senior secured notes and the senior notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior subordinated notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior subordinated notes. As of March 31, 2013, (1) the notes and related guarantees ranked effectively junior to approximately $3,949 million of senior secured indebtedness (which includes $250 million face amount of our senior secured notes that are recorded at $247 million and $200 million under our receivables facility which is secured by accounts receivable of our subsidiaries that participate in the facility), (2) the senior notes and related guarantees ranked senior to the $1,000 million of senior subordinated notes, (3) the senior subordinated notes and related guarantees ranked junior to the senior indebtedness under the senior secured credit facilities, the senior secured notes, the senior notes, the receivables facility and $13 million of payment obligations relating to foreign bank debt and capital lease obligations, all of which totaled approximately $5,562 million, (4) we had an additional $828 million of unutilized capacity under our revolving credit facility, after giving effect to certain outstanding letters of credit and (5) our non-guarantor subsidiaries had approximately $211 million (of the $5,562 million described above), which relates to the receivables facility and payment obligations relating to foreign bank debt and capital lease obligations. Optional Redemption Prior to November 15, 2013, we have the option to redeem the senior notes due 2018, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2018 Optional Redemption. Beginning on November 15, 2013, we may redeem some or all of the senior notes due 2018 at the redemption prices listed under Description of Senior Notes Due 2018 Optional Redemption plus accrued and unpaid interest on the senior notes due 2018, if any, to the date of redemption. Prior to November 15, 2015, we have the option to redeem the senior notes due 2020, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2020 Optional Redemption. Table of Contents You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date. 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+PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all the information that should be considered before investing in our common stock. Before making an investment decision, investors should carefully read the entire prospectus, paying particular attention to the risks referred to under the headings Risk Factors and Special Note Regarding Forward-Looking Statements and our financial statements and the notes to those financial statements. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. As used in this prospectus, unless the context requires otherwise, the terms Company, we, our and us refer to AVRA Surgical Robotics, Inc., a Delaware corporation formed on August 29, 2006 (formerly known as RFG Acquisition II Inc.). Company Overview We are a development stage company that designs and intends to market a medical robotic system for surgery and other medical procedures (ASRS). Based on the circumstances noted in the Company s previous filings, we have decided that the Company s future is better served by discontinuing product development through our currently 80% owned subsidiary, MIS-Robotics GmbH, a German corporation ( MIS-Robotics ) and we are in active negotiations to sell all or part of our interest therein. As a result of that decision, we are currently in negotiations with an existing scientific and engineering organization with experience in all aspects of medical robotics to continue development of our ASRS products to perform specific procedures with the intention of delivering an operating ASRS component to a medical center for testing in the near future. There are no assurances that we will be able to consummate a relationship with this engineering organization or any other engineering organization. If negotiations with this organization are not successful, and the Company is not able to finalize a relationship with this organization or another scientific and engineering organization to continue the development of the ASRS products in order to initiate testing, we may not be able to develop our business plan as expected and may have to cease operations. If we are not able to develop our products our shares of common stock may become worthless and you might lose your entire investment. While our system is expected to be procedurally competitive with broad multi-application systems, we intend to focus on defined procedures in orthopedics, neurosurgery, diagnosis (ultrasound, biopsy, skin scanning), therapy and medical activities, such as seeding, cryo-therapy and High Intensity Focused Ultrasound ( HIFU ), many of which may be performed with a single robotic arm, a usage for which our proposed modular configuration is expected to be tailored to, with its design, size and cost comparing favorably to existing systems. We believe that elements of our products will qualify for patent protection and we will file patent applications in jurisdictions in which we intend to distribute as development of our products proceeds. The Company believes that robotically controlled minimally invasive surgery ( MIS ) is now a generally accepted operating alternative to open or hand-manipulated laparoscopic surgery in an increasing number of soft tissue surgeries, and fully acknowledged as a major option, in, for example, prostatectomies and hysterectomies. The Company further believes that general surgery, cardiac, thoracic, head and neck, revascularization, pediatric, transoral, and otolaryngological procedures are all also increasingly employing robots as an operating platform. MIS operations have grown significantly over the past several years. It is estimated that the global surgical medical robotic market will grow from approximately $2.5 billion to $8.5 billion between now and 2018, a compounded annual growth rate of approximately 20%. Management believes that a large percentage of the total will come from outside the United States, where the markets for robotic surgery are still underserved, most likely in Europe, but also in emerging countries like India, China and Brazil. TABLE OF CONTENTS We are an emerging growth company under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See Risk Factors beginning on page 7 to read about the risks you should consider before buying shares of our common stock. An investment in our common stock is not suitable for all investors. We intend to continue to issue common stock in this offering and, as a result, your ownership in us is subject to dilution. See Risk Factors Risks Relating to this Offering and Our Common Stock. This prospectus contains important information that a prospective investor should know before investing in our common stock. Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC, as required. This information will be available free of charge by contacting us c/o Stamell & Schager, LLP, 1 Liberty Plaza, 23rd Floor, New York, New York 10006 or by telephone at (212) 566-4047. The SEC also maintains a website at www.sec.gov that contains such information. Neither the SEC 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 , 2013. TABLE OF CONTENTS We believe our ASRS is the next generation in robotically controlled MIS systems in that it will offer a significantly more adaptable platform with modular design, size and compelling cost comparisons (system, service and tools) to current systems. In addition, we plan to deliver the system at a price point that we believe will open the market to users who are capital constrained in their medical device budgets. Private and public health insurers around the world are becoming more cost-conscious, forcing hospitals to re-evaluate their capital spending plans but strengthening the case for technologies that can reduce the cost of surgical procedures. We believe that our system will be particularly suitable to respond to those concerns. Further, we believe that there are many smaller surgical suites and even medical offices and centers for which the size and flexibility of our device could offer new operating opportunities. The Offering We are offering for direct sale no more than shares of our common stock. We will not raise more than the Maximum Offering Amount unless this offering is over-subscribed, in which case the Company may, in its sole discretion, sell up to an additional shares of common stock ($2,000,000) to cover such over-subscriptions (the Over-Subscription ). Presuming we successfully raise the Maximum Offering Amount, gross proceeds are expected to be approximately $15,000,000, excluding any Over-Subscription and up to a 7.5% commission paid to Selling Agents, to the extent the Company engages Selling Agents in connection with the offering. This offering will initially be conducted on a self-underwritten, best-efforts basis and some or all of the common stock may be sold by our officers and directors. The Company may not be able to sell the entire amount of securities available in this offering and a purchaser in the offering may be one of a very limited number of buyers. In order to implement our business plan, we require a minimum of $10,000,000 from this offering. However, sales under this offering on a best efforts basis have no minimum amount of shares required to be sold for the offering to proceed. If we raise only a nominal amount of proceeds we may be unable to implement our business plan and we may have to raise additional capital and/or suspend or cease operations and investors who participate in this offering may lose their entire investments. There are no assurances that the Company will be able to raise additional capital as may be needed, or increase revenue levels and profitability. See Risk Factors and Use of Proceeds. Information regarding our common stock is included in the section of this prospectus entitled Description of Securities. The proceeds from the sale of the shares in this offering will be payable to (the Escrow Agent ). All subscription agreements and checks are irrevocable and should be delivered to the Escrow Agent at the address provided in the Subscription Agreement. All subscription funds will be irrevocable and deposited in a noninterest-bearing account by the Escrow Agent and will be forwarded to the Company at the end of each week. The Company reserves the right to begin using these proceeds as soon as the funds have been received or any time thereafter and will retain broad discretion in the allocation of the net proceeds of this offering, provided the Company has received notification from the Escrow Agent that the Subscription Agreements are properly executed, funds have cleared before shares are released to investors and that investors receive shares when the Company receives funds. The precise amounts and timing of the Company s use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors. See Use of Proceeds. The offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days or the Maximum Offering Amount has been sold. All Subscription Agreements and checks for payment of shares are irrevocable. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVRA SURGICAL ROBOTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3841 35-2277305 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) c/o Stamell & Schager, LLP 1 Liberty Plaza, 23rd Floor New York, New York 10006 (212) 566-4047 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Jared B. Stamell Vice President, Secretary and Treasurer Stamell & Schager, LLP 1 Liberty Plaza, 23rd Floor New York, New York 10006 (212) 566-4047 Fax: (212) 566-4061 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David N. Feldman, Esq. Richardson & Patel, LLP The Chrysler Building 405 Lexington Avenue, 49th Floor New York, NY 10174 (212) 869-7000 Fax: (917) 677-8165 As soon as practicable after the effective date of this Registration Statement. (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 TABLE OF CONTENTS TABLE OF CONTENTS Prospectus Summary 1

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+This summary highlights information about Momentive Performance Materials Inc. and the Notes contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading Risk Factors. In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, all references to: (i) Momentive, the Company, we, us and our refer to Momentive Performance Materials Inc. and its subsidiaries and (ii) the MPM Group refers to Momentive Performance Materials Holdings Inc. and its subsidiaries. Company overview Momentive Performance Materials Inc. was formed through the acquisition of GE Advanced Materials on December 3, 2006. We believe we are one of the world s largest producers of silicones and silicone derivatives and a global leader in the development and manufacture of products derived from quartz and specialty ceramics. For the twelve months ended December 31, 2012, silicones and quartz represented approximately 91% and 9% of our revenue, respectively. Silicones are a multi-functional family of materials used in a wide variety of products, and serve as a critical ingredient in many construction, transportation, healthcare, personal care, electronic, consumer and agricultural uses. Silicones are generally used as an additive to a wide variety of end products in order to provide or enhance certain of their attributes, such as resistance (heat, ultraviolet light and chemical), lubrication, adhesion or viscosity. Some of the most well-known end-use product applications include bath and shower caulk, pressure-sensitive adhesive labels, foam products, cosmetics and tires. Due to the versatility and high-performance characteristics of silicones, they are increasingly being used as a substitute for other materials. Our Quartz business manufactures quartz, specialty ceramics and crystal products for use in a number of high-technology industries, which typically require products made to precise specifications. The cost of our products typically represents a small percentage of the overall cost of our customers products. On October 1, 2010, our parent, Momentive Performance Materials Holdings Inc. ( MPM Holdings ) and Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC and referred to herein as MSC Holdings ), the direct parent company of Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc. and referred to herein as MSC ), became subsidiaries of a newly formed holding company, Momentive Performance Materials Holdings LLC ( Momentive Holdings ). We refer to this event as the Momentive Combination. As a result of the Momentive Combination, Momentive Holdings became the ultimate parent entity of Momentive and MSC. Momentive Holdings is controlled by investment funds (the Apollo Funds ) managed by affiliates of Apollo Management Holdings, L.P. (together with Apollo Global Management, LLC and its subsidiaries, Apollo ). Apollo may also be referred to as the Company s owner. We believe that our scale and global reach provide significant efficiencies in our fixed and variable cost structure and that our breadth of related products provides significant operational, technological and commercial advantages. Our manufacturing capacity at our internal sites and our joint venture in China is sufficient to produce the substantial majority of one of our key intermediates, siloxane, which facilitates a low-cost operating structure and security of supply. We are one of two producers in the silicones market with global siloxane production capacity. As of December 31, 2012, we had 22 production sites strategically located around the world, which allows us to produce the substantial majority of our key products locally in the Americas, Europe and Asia. Through this worldwide network of production facilities, we serve more than 5,500 customers between our Silicones and Quartz businesses in over 100 countries. Our customers include leading companies in their respective industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L Oreal, BASF, The Home Depot and Lowe s. Table of Contents EXHIBIT INDEX Exhibit Number Description of Document 2.1 Stock and Asset Purchase Agreement, dated as of September 14, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (formerly known as Nautilus Holdings Acquisition Corp.) (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 2.2 Amendment to Stock and Asset Purchase Agreement, dated as of December 3, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.1 Certificate of Incorporation, as amended, of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.2 Amended and Restated By-laws of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.3 Certificate of Incorporation, as amended, of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.4 Amended and Restated By-laws of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.5 Certificate of Incorporation, as amended, of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.6 Amended and Restated By-laws of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.7 Certificate of Incorporation, as amended, of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.8 Amended and Restated By-laws of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.9 Amended and Restated Operating Agreement of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.10 Articles of Organization, as amended, of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.11 Certificate of Incorporation, as amended, of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.12 Amended and Restated By-laws of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.13 Certificate of Incorporation, as amended, of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.14 Amended and Restated By-laws of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.15 Operating Agreement of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) Table of Contents SCHEDULE A Guarantor State or Other Jurisdiction of Incorporation or Organization Address of Registrants Principal Executive Offices I.R.S. Employer Identification Number Momentive Performance Materials Worldwide Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748357 Momentive Performance Materials USA Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748388 Momentive Performance Materials China SPV Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748469 Momentive Performance Materials South America Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5834895 MPM Silicones, LLC New York 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 22-3775481 Momentive Performance Materials Quartz, Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 34-1839929 Juniper Bond Holdings I LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589631 Juniper Bond Holdings II LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589692 Juniper Bond Holdings III LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589765 Juniper Bond Holdings IV LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589836 Table of Contents We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. We will update this prospectus to the extent required by law. We are offering to sell the Notes only in jurisdictions where offers and sales are permitted. Table of Contents We believe we have created a value-added, technical service-oriented business model that enables us to target and participate in high-margin and high-growth specialty markets. These specialty markets account for the majority of our revenues and continue to be a growing part of our business. Revenue and Adjusted EBITDA (as defined in the section entitled Covenant Compliance elsewhere herein) for the twelve months ended December 31, 2012 were $2,357 million and $228 million, respectively. Net loss for the twelve months ended December 31, 2012 was $365 million. Our Strengths Our company has the following competitive strengths: Leading Global Silicones Producer. We believe we are one of the world s largest producers of silicones and silicone derivatives, with leading positions in various product lines and geographic areas. We believe our scale, global reach and breadth of product offerings provide us with significant advantages over many of our competitors by allowing us to serve global customers with precise specifications, particularly those expanding production in developing nations. Attractive Industry Growth Profile. The broad molecular characteristics of silicones continually lead to new uses and applications, which have led to worldwide industry growth in excess of GDP over the past 20 years. Drivers of growth include end-market growth and increased market penetration, with silicones increasingly being used as a value-added substitute for traditional materials or as a functional additive, which yields new properties for our customers products. For instance, silicones act as the conditioning ingredient in 2-in-1 shampoo. Broad-Based Diversification. Industry Diversification. Our Silicones business has a diversified revenue base across a variety of end-markets, reducing our vulnerability to industry trends. Furthermore, our products are often used in niche applications that represent a small portion of our customers material costs. Our leading end-markets are building and construction, which consists of industrial and infrastructure construction and repair, urethane foam additives and a number of other specialty products. Customer Diversification. We have a diverse customer base of more than 5,500 customers between our Silicones and Quartz businesses and are well balanced across multiple geographies. In 2012, our top 20 customers accounted for less than 22% of our total revenues, and no single customer accounted for more than 3% of our total revenues. We have maintained long-standing relationships with many of our customers. Geographic Diversification. We have a global sales presence, with approximately 38%, 31% and 31% of our 2012 and 2011 revenues generated in the Americas, Europe and Asia, respectively. Global Infrastructure. We are a global company with significant manufacturing capacity in each of the Americas, Europe and Asia. We have 22 production facilities located around the world, R&D centers on three continents and sales to customers in over 100 countries. The Silicones business has three siloxane production facilities located in Waterford, New York, Ohta, Japan and Leverkusen, Germany, as well as a siloxane manufacturing joint venture in Jiande, China, and two silanes production facilities in Sistersville, West Virginia and Termoli, Italy. The Quartz production sites are located in Ohio, Geesthacht, Germany, Kozuki, Japan and Wuxi, China. Table of Contents Exhibit Number Description of Document 3.16 Certificate of Formation of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.17 Operating Agreement of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.18 Certificate of Formation of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.19 Operating Agreement of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.20 Certificate of Formation of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.21 Operating Agreement of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.22 Certificate of Formation of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.1 Indenture by and between Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., Momentive Performance Materials Worldwide Inc., Momentive Performance Materials USA Inc., Momentive Performance Materials China SPV Inc., Momentive Performance Materials South America Inc., GE Quartz, Inc., GE Silicones, LLC and Momentive Performance Materials Inc., dated as of December 4, 2006, with respect to $500,000,000 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.2 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.3 Supplemental Indenture among Juniper Bond Holdings I LLC, Juniper Bond Holdings II LLC, Juniper Bond Holdings III LLC, Juniper Bond Holdings IV LLC and Wells Fargo Bank, N.A., dated as of December 20, 2007, with respect to the $500,000,000 11 1/2% Senior Subordinated Notes due 2016 (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.4 Agreement of registration, appointment and acceptance, effective as of June 8, 2009, by and among Momentive Performance Materials Inc., Wells Fargo Bank, N.A. and The Bank of New York Mellon Trust Company, N.A. (filed as exhibit 4.1 to our Form 8-K, filed on June 12, 2009) 4.5 Indenture, dated as of November 5, 2010, by and among Momentive Performance Materials Inc., the note guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, including forms of the 9% Second-Priority Springing Lien Notes due 2021 (U.S. Dollar Denominated) and 9 1/2% Second-Priority Springing Lien Notes due 2021 (Euro Denominated) (filed as exhibit 4.1 to our Form 8-K, filed on November 12, 2010) 4.6 Indenture, dated as of May 25, 2012, by and among Momentive Performance Materials Inc., the Note Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as exhibit 4.1 to our Form 8-K, filed on June 1, 2012) Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary 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 May 7, 2013 PROSPECTUS Momentive Performance Materials Inc. $124,323,000 11 1/2% Senior Subordinated Notes due 2016 This prospectus covers resales by holders of the 11 1/2% Senior Subordinated Notes due 2016 issued by Momentive Performance Materials Inc. ( Momentive ) on December 4, 2006, which we refer to herein as the Notes. The Notes mature on December 1, 2016. Interest on the Notes is payable in cash at a rate of 11 1/2% per annum, from the issue date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year commencing June 1, 2007. Momentive may redeem some or all of the Notes, at the redemption prices set forth in this prospectus. See Description of Notes Optional Redemption. If we experience certain kinds of changes in control, we must offer to purchase the Notes. The Notes are subordinated to all our existing and future senior debt, including the 8.875% First-Priority Senior Secured Notes due 2020, the 10% Senior Secured Notes due 2020, the Second-Priority Springing Lien Notes due 2021 (together, the Senior Notes ), the ABL Facility (as defined herein) and the Cash Flow Facility (as defined herein), rank equally with all our existing and future senior subordinated debt and rank senior to all our existing and future subordinated debt. The Notes are guaranteed on an unsecured senior subordinated basis by each of Momentive s existing U.S. subsidiaries that is a guarantor under its Cash Flow Facility and each of its future U.S. subsidiaries that guarantee any debt of the Company or the Note Guarantors (the Note Guarantors ). The majority of our business in conducted through non-U.S. subsidiaries that are not guarantors of the Notes. If the Company fails to make payments on the Notes, the Note Guarantors must make them instead (the Note Guarantees ). We have not applied, and do not intend to apply, for listing of the Notes on any national securities exchange or automated quotation system. The selling security holders may sell the Notes covered by this prospectus in one or more transactions, directly to purchasers or through underwriters, brokers or dealers or agents, in public or private transactions, at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. See Plan of Distribution. Momentive will not receive any proceeds from the resale of the Notes hereunder. See Risk Factors beginning on page 13 of this prospectus for a discussion of certain risks that you should consider before investing in the Notes. 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 , 2013. Table of Contents We use our global platform to deliver products to companies efficiently on a worldwide basis. Many of our customers are expanding internationally to serve developing areas in Asia, Eastern Europe, Latin America, India and Russia. Maintaining close proximity to our international customers allows us to serve them more quickly and efficiently and thus build strong relationships. Attractive Intermediate Position. We produce siloxane, the key intermediate required to manufacture silicones, in the United States, Germany and Japan, and source siloxane from a joint venture in China. This manufacturing capacity is sufficient to meet the substantial majority of our current requirements for siloxane. We also source a portion of our requirements through long-term and/or supply agreements. We believe this combination of siloxane supply, along with our ability to purchase siloxane from other suppliers when pricing is advantageous, reduces our overall cost structure and strengthens our overall competitiveness. Leading Fused Quartz and Specialty Ceramics Producer. We believe we are a global leader in the fused quartz and ceramics product markets in which we compete. In particular, we believe we are the largest manufacturer of quartz products for the semiconductor end-market and the second largest manufacturer of quartz products for fiber optics. Our leadership position and profitability are driven by several factors, including strong customer relationships and the precise quality and purity specifications of our products. Additionally, we believe we are a leader in several ceramic materials end-markets, including cosmetic additives. Risk Factors Despite our competitive strengths discussed above, investing in the Notes involves a number of risks, including: Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under our debt obligations. As of December 31, 2012, we had $3,116 million of consolidated outstanding indebtedness, including short-term borrowings, and, based on the consolidated indebtedness, our annualized cash interest expense is projected to be approximately $291 million based on interest rates at December 31, 2012 without giving effect to any subsequent borrowings under the previous revolving credit facility, the ABL Facility or the Cash Flow Facility, of which $288 million would represent cash interest expense on fixed-rate obligations; If global economic conditions weaken, it will continue to negatively impact our business, results of operations and financial condition; We may be unable to achieve the cost savings or synergies that we expect to achieve from our strategic initiatives, including the Momentive Combination, which would adversely affect our profitability and financial condition; Fluctuations in direct or indirect raw material costs could have an adverse impact on our business; and We depend on certain of our key executives and our ability to attract and retain qualified employees. For a discussion of the significant risks associated with our business, our industry and investing in the Notes, you should read the

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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 notes thereto that appear elsewhere in this prospectus. Unless otherwise indicated herein, the terms "we," "our," "us," "Omthera," or "the Company" refer to Omthera Pharmaceuticals, Inc. Omthera Pharmaceuticals, Inc. Overview We are an emerging specialty pharmaceutical company focused on the development and commercialization of new therapies for abnormalities in blood lipids, referred to as dyslipidemia, and the treatment of cardiovascular disease. Epanova, currently our sole product candidate, is a late-stage, novel, omega-3 free fatty acid composition that meaningfully reduces triglycerides, improves other key lipid parameters and is expected to increase patient convenience with 2-gram once-a-day dosing with or without meals. Epanova is a coated soft gelatin capsule containing a complex mixture of polyunsaturated free fatty acids derived from fish oils, including multiple long-chain omega-3 and omega-6 fatty acids, with eicosapentaenoic acid, or EPA, docosahexaenoic acid, or DHA, and docosapentaenoic acid being the most abundant forms of omega-3 fatty acids. We have completed pharmacokinetic and Phase III clinical studies to investigate the safety and efficacy profile of Epanova. In 2012 we reported positive results from our Phase III EVOLVE and ESPRIT trials, both of which were conducted under Special Protocol Assessment, or SPA, agreements with the U.S. Food and Drug Administration, or FDA. Based on our clinical experience to date, we expect to submit a New Drug Application, or NDA, with the FDA in mid-2013 to commercialize Epanova in the United States for the treatment of patients with triglyceride levels greater than or equal to 500 mg/dL, or severe hypertriglyceridemia. We expect to build a U.S.-based sales and marketing infrastructure to support a launch of Epanova in patients with severe hypertriglyceridemia and anticipate initially targeting specialists, cardiologists and primary care physicians who are the top prescribers of lipid-regulating therapies. The EVOLVE trial demonstrated in patients with severe hypertriglyceridemia that Epanova 2-, 3- and 4-gram doses administered once daily significantly reduced triglyceride levels and improved other lipid parameters and other markers of cardiovascular risk. In addition, the ESPRIT trial demonstrated Epanova's efficacy as an adjunct to a low-fat diet and statin therapy for the further reduction of non-HDL-Cholesterol, or non-HDL-C, and triglycerides in high cardiovascular risk patients with triglyceride levels above 200 mg/dL and less than 500 mg/dL, or high triglycerides. Triglycerides are fats that are carried in the blood, together with cholesterol, within lipoproteins. High levels of triglyceride-rich lipoproteins are associated with an increased risk of atherosclerotic cardiovascular disease and in the case of severe hypertriglyceridemia, acute pancreatitis. High levels of triglyceride-rich lipoproteins are due to both genetic and environmental factors and are associated with comorbid conditions such as diabetes, chronic renal failure and nephrotic syndrome. We own exclusive worldwide rights to develop and commercialize Epanova through a licensing agreement with Chrysalis Pharma AG, or Chrysalis. Epanova is currently protected by issued patents that we license from Chrysalis that run until at least 2025, and by pending patent applications, including applications that we jointly own with Chrysalis, that run to 2033 in the United States and other major pharmaceutical markets. We believe that one of the issued U.S. patents protecting Epanova as of the date of potential NDA approval may be eligible for patent term extension for a period of up to five years. In addition, we believe Epanova may also be eligible to obtain new chemical entity, or NCE, 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 preliminary 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 Preliminary Prospectus dated April 10, 2013 PROSPECTUS 5,775,000 Shares Common Stock Table of Contents status from the FDA, which could provide up to a five-year regulatory exclusivity that could further strengthen Epanova's exclusivity in the first five years after approval. Epanova is delivered in a patent-protected capsule, with a patent-protected coating designed to maximize bioavailability and tolerability. Currently, there are several marketed prescription omega-3 fatty acids approved for sale as anti-dyslipidemics in the United States, Europe and Japan. Lovaza, which is sold in the United States, Europe and Japan, is an omega-3 ethyl-ester comprised of EPA and DHA and is indicated for the treatment of severe hypertriglyceridemia in twice-daily doses of two 1-gram capsules or once-a-day dose of four 1-gram capsules. In addition, Vascepa and Epadel are two approved omega-3 ethyl-ester forms of EPA that are sold in the United States and Japan, respectively. Based on currently marketed products, we estimate the total prescription omega-3 market generated over $2 billion in sales worldwide in 2012. We believe that there will be increased growth in the prescription omega-3 market based on the expected introduction, and resulting increased promotion and awareness, of new prescription omega-3 products, as well as the emergence of new clinical data regarding the efficacy of omega-3s on cardiovascular health. Epanova's free fatty acid form of omega-3 differentiates it from competitors and we believe this distinction leads to numerous clinical advantages. In clinical studies, Epanova demonstrated improved, predictable absorption characteristics and bioavailability compared to Lovaza. Our Phase II ECLIPSE trial compared the bioavailability of Epanova and Lovaza and demonstrated that Epanova's free fatty acid form is less reliant on meal-fat content for optimal absorption than Lovaza's ethyl-ester omega-3 form, which required a high-fat meal for optimal absorption. This study also demonstrated that Epanova patients on a low-fat diet exhibited four times higher blood plasma levels of EPA and DHA relative to Lovaza. Additional benefits of Epanova's improved bioavailability include once-a-day dosing, reduced pill burden and accompanying heightened patient compliance as Epanova's 2-gram dose displays a similar efficacy to both Lovaza's and Vascepa's 4-gram dosages in reducing triglycerides. Epanova's lower starting 2-gram dosage provides physicians the opportunity to titrate to 4 grams should greater triglyceride reduction be necessary. Moreover, improved blood plasma levels of EPA and DHA have been shown to lead to decreased cardiovascular risk. After commercially launching Epanova in the severe hypertriglyceridemia indication, we will consider pursuing the development and commercialization of Epanova in combination with statins as a therapy for non-HDL-C and triglyceride reduction in high cardiovascular risk patients with high triglycerides, as well as other indications. Under the SPA for our ESPRIT study, we are able to submit a supplemental NDA for an indication for Epanova for the reduction of non-HDL-C and triglycerides in patients with high triglycerides in combination with statin therapy after we obtain approval for Epanova for patients with severe hypertriglyceridemia and are substantially underway with a cardiovascular outcomes study. While we do not intend to immediately pursue such an outcomes study and, therefore, be able to submit a supplemental NDA for this indication, we will review our strategy with respect to this second indication in light of Epanova's commercial success in severe hypertriglyceridemia and our ability to find a suitable pharmaceutical partner to enter into a development and commercial collaboration. We believe that based on Epanova's favorable clinical profile, as demonstrated in our Phase III ESPRIT and EVOLVE studies, we are well-positioned to capture a meaningful share of the overall prescription omega-3 market in the United States, which we expect will expand following increased promotion and emerging clinical data. We were incorporated in November 2008 and have funded our operations since inception through private placements of our common stock, issuance of convertible preferred stock and short-term loans and government grants. This is Omthera Pharmaceuticals' initial public offering. We are selling 5,775,000 shares of our common stock. We expect the public offering price to be between $12.00 and $14.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the NASDAQ Global Market under the symbol "OMTH." We are an "emerging growth company" under federal securities laws and, as such, will be subject to reduced public company disclosure standards. See "Prospectus Summary Implications of Being an Emerging Growth Company." Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 9 of this prospectus. Table of Contents Our Strategy Our goal is to build a specialty pharmaceutical company focused on new therapies for dyslipidemia and cardiovascular disease. Key elements of our strategy to achieve this goal include: obtain U.S. regulatory approval for Epanova for the severe hypertriglyceridemia indication; establish in-house sales and marketing capabilities to effectively commercialize Epanova in the United States; pursue additional indications for Epanova beyond severe hypertriglyceridemia with a strategic partner; pursue partnerships to broadly commercialize Epanova outside the United States; and strengthen our patent portfolio and other means of protecting exclusivity. Selected Risk Factors Our business is subject to many risks and uncertainties of which you should be aware before you decide to invest in our common stock. These risks are discussed more fully under "Risk Factors" in this prospectus. Some of these risks include: we currently have no commercial products, and we have not received regulatory approval for, nor have we generated commercial revenue from, any products; we depend entirely on the success of Epanova. If we are unable to obtain required regulatory approvals of, commercialize, obtain and maintain patent protection for or gain sufficient market acceptance of Epanova, or experience significant delays in doing so, our business will be materially harmed and our ability to generate revenue will be materially impaired; we face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively; we have not yet formed a sales or marketing organization to commercialize Epanova and a failure to do so successfully will adversely affect our efforts to become profitable; we may be unable to maintain and protect our proprietary intellectual property assets, which could impair our commercial opportunities; if we fail to obtain the capital necessary to fund our operations, we may be unable to commercialize Epanova in the United States for treatment of severe hypertriglyceridemia or pursue Epanova for other indications and we could be forced to share our rights to commercialize Epanova with third parties on terms that may not be favorable to us; we have incurred significant losses since our inception and, as of December 31, 2012, we had an accumulated deficit of $64.6 million. We expect to incur substantial losses for the foreseeable future and may never achieve or maintain profitability; and our independent registered public accounting firm has issued a going concern opinion, which could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. Implications of Being an Emerging Growth Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ Table of Contents specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure; reduced disclosure about our executive compensation arrangements; no non-binding advisory votes on executive compensation or golden parachute arrangements; and exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Also, we have irrevocably elected to "opt out" of the exemption for the delayed adoption of certain accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Company and Other Information We were incorporated under the laws of the State of Delaware in November 2008. Our principal executive office is located at 707 State Road, Princeton, New Jersey 08540, and our telephone number is (908) 741-4399. Our website address is www.omthera.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. We own and license from a third party various U.S. federal trademark registrations and applications, and unregistered trademarks, including the following marks referred to in this prospectus: Omthera , our corporate logo and Epanova . All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the and symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. (1)We refer you to "Underwriting" beginning on page 123 of this prospectus for additional information regarding total underwriter compensation. The underwriters may also exercise their option to purchase up to an additional 866,250 shares of our common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Certain of our existing stockholders have indicated an interest in purchasing an aggregate of up to approximately $16.7 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, these stockholders may determine to purchase fewer shares than they indicate an interest in purchasing or not to purchase any shares in this offering. It is also possible that these stockholders could indicate an interest in purchasing more shares of our common stock. In addition, the underwriters could determine to sell fewer shares to any of these stockholders than the stockholders indicate an interest in purchasing or not to sell any shares to these stockholders. 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 shares will be ready for delivery on or about , 2013. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in the Common Stock. You should carefully read the entire Prospectus, including the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes, before you decide whether to invest in the Common Stock. If you invest in the Common Stock, you are assuming a high degree of risk. See the section entitled "Risk Factors." References to "Metrospaces," "our," "we," "us," or "the Company" "our Company," refer to Metrospaces, Inc. and its subsidiaries, unless the context requires otherwise. "Urban Spaces" refers to Urban Spaces, Inc., a Nevada corporation and our wholly owned subsidiary. Overview We acquire land and design, build, develop and resell condominiums on it, principally in urban areas in Latin America, alone or together with investors; we are also acquiring condominiums that are under construction for resale, but do not intend to conduct business in this manner after these condominiums have been sold. We sell condominiums at different prices, depending principally on their location, size and level of options and amenities to customers who are able to make substantial payments upon signing purchase agreements and at agreed time as construction progresses. Our current projects are located in Buenos Aires, Argentina, and Caracas, Venezuela. One of these projects is nearing completion (see "Chacabuco Project" on page 26) and two are in the planning stage (see "Las Narnajas 320 Project" on page 26 and "Las Naranjas 450 Project" on page 28. We are considering projects in Peru and Colombia, but have taken no measures to implement them. We will market directly with our own sales force by personal contact, through real estate brokers and agents and internet websites. We will also manage these condominiums for customers who wish to lease them on a long- or short-term basis. For more detailed information about our business and operations, see "Description of Business" on page 25. The Company s operating subsidiary, Urban Spaces, which the Company acquired on August 13, 2012, commenced operations on April 3, 2012. The Company is a development-stage company. The address of the Company is 888 Brickell Key Drive, Unit 1102, Miami, FL 33131 and its telephone number is (305) 600-0407. Our consolidated financial statements include only the period commencing with the inception of our operating subsidiary, Urban Spaces, on April 3, 2012, includes the financial statements of Urban Spaces and its subsidiaries and do not include any historical financial data of the Company, which was incorporated on December 10, 2007, and which never conducted any business. Accordingly, these financial statements are those of Urban Spaces, which was the accounting acquirer in the merger which is discussed under the caption "Prospectus Summary - Our History – The Merger" on page 3. Potential investors in the Common Stock should consider the following matters, in addition to the Risk Factors commencing on page 5. Our Ability to Continue as a Going Concern Our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Further, we incurred a net loss of $73,277 from the inception of Urban Spaces on April 3, 2012, through the end of our fiscal year on December 31, 2012. Our accumulated deficit at that date was $373,277. We expect to continue to incur losses at least for the next two fiscal years. For further information about our condition, financial and otherwise, see "Risk Factors," commencing on page 5, and in particular, those appearing under the caption "Risk Factors – Risk Factors Related to Our Financial Condition" on page 5 as well as "Management s Discussion and Analysis of Financial Condition and Results of Operations" on page 32. As used herein, the term "Inception" means April 3, 2012, which is the date on which Urban Spaces was incorporated and our present business commenced, as well as the date of the commencement of our fiscal year ended December 31, 2012. The Company, however, was incorporated on December 10, 2007. See "Prospectus Summary — Our History — Prior to the Merger" on page 2. 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 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 [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Calculation of Registration Fee Title of Each Class of Securities to be Registered Amount to be Registered2 Proposed Maximum Offering Price Per Share Proposed Maximum Offering Price Registration Fee Common Stock, par value $0.000001 per share1 335,200,000 $0.0253 $8,380,000 $1,143.044 1 Represents outstanding shares of common stock offered for resale by certain selling stockholders. 2 Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of anti-dilution provisions, stock splits, stock dividends, recapitalizations or other similar transactions. 3 Estimated pursuant to Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee, based on the sales price for the common stock of the Registrant in the private placement described in this Registration Statement, as there is currently no public market price for the Registrant s common stock. Such price was the price per share paid by the investors in said private placement on August 10, 2012, and was determined by the Registrant to be a bona fide estimate of the price per share of the Registrant s common stock. 4 Increased because the Proposed Maximum Offering Price has increased. The Registrant paid a filing fee of $5.46 when the Registration Statement was filed and has accordingly paid an additional filing fee of $1,137.58. 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Prospectus Summary 1

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+PROSPECTUS SUMMARY The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements. The Company s Board of Directors has the ability pursuant to the Company s Bylaws to restrict the transfer of the Company s shares. This may prevent you from transferring any shares purchased About Us Electric Tractor Corp. ( The Company, Us, or We ) was incorporated under the laws of the State of Wyoming on August 14, 2006 as Tabularasa Corp. The Company owned the rights to a plastic recycling technology. It acquired that technology from Blaine Froats, its previous CEO, in December 2007. On January 2, 2010, the Company purchased certain intellectual property and assets related to the design and manufacturing of small electric powered tractors. As part of this transaction the company issued 8,438,273 common shares to RA Zirger Holdings Inc. Now Richard A. Zirger is our CEO. The Company is no longer pursuing the commercialization of the plastic recycling technology. On March 19, 2010, the Company changed its name to Electric Tractor Corp. We expect that we will need $500,000 in new capital to begin assembly of our proposed Electric Tractor models. We are currently updating the controller (central processing unit) and body design in anticipation of manufacturing,. We have identified a location which have not yet secured. Additionally, we will need to hire additional personnel and enter into agreements to acquire the parts and machinery needed to begin production. We expect to have secured a location and the upgraded compenents by November 2013, which will allow us to begin manufacturing a small number of tractors shortly thereafter. SUMMARY FINANCIAL DATA Because this is only a summary of our financial information, it does not contain all of the financial information that may be important to you. Therefore, you should carefully read all of the information in this prospectus and any prospectus supplement, including the financial statements and their explanatory notes and the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations , before making a decision to invest in our common stock. The information contained in the following summary is derived from our financial statements since inception in August 2009. For financial statement purposes Electric Tractor Corp. (the entity from which the Registrant (formerly known as Tabularasa Corp. and now known as Electric Tractor Corp.) is the accounting acquirer and the financial statements are those of the original Electric Tractor Corp. Year Ended 12/31/2012 From Inception Through 12/31/2012 Revenues $ - 0 - $ - 0 - Cost of Sales - 0 - - 0 - Gross Profit - 0 - - 0 - Consulting Fees 26,971 42,592 Other Expenses 29,135 77,689 Total Operating Expense 56,106 120,281 Loss from Operations (56,106 ) (120,281 ) Other Income -0- -0- NET INCOME /LOSS $ (56,106 ) $ (120,281 ) Table of Contents

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+Table of Contents Joseph Mezey, President/Director. Mr. Mezey is our President and a member of the Board of Directors. In May 2010, Mr. Mezey co-founded The Graystone Company with Paul Howarth. In December 2010, Mr. Mezey became a member of the LLC Renard Properties. Mr. Mezey has no duties or responsibilities with regard to Renard Properties. Renard Properties acquires and invests in real estate throughout the US. Renard Properties is an affiliate of the Company due to the fact that it owns more than 10% of the Common Stock of the Company. Since July 2008, Mr. Mezey has worked as the President of WTL Group, Inc,, his family s company, which is in involved in the manufacturing and sell of products produced in China. WTL Group is an affiliate of the Company due to the fact that it owns more than 10% of the Common Stock of the Company. From August 2008 June 2010, Mr. Mezey was previously a member of the Board of Directors of Forterus, Inc. and served as its CEO from February through August 2008. Forterus is a behavioral health company focusing on drug and alcohol rehabilitation. From March 2007 - May 2008, Mr. Mezey was also the CEO of the Mezey Howarth Racing Stables which owned, raced and breed thoroughbreds throughout the United States. From January 2005 April 2007, Mr. Mezey was the President/COO of NAPP Tour, Inc. (North American Poker Tour). NAAP Tour created a new processional poker tour that was to be aired on television. From 2004 - 2005, Mr. Mezey was the Chief Legal Officer and Interim Chief Accounting Officer of College Partnership, Inc. College Partnership provided college preparatory services to high school student and their parents including SAT courses, selection of majors and college selection. While at College Partnership Mr. Mezey worked with the auditors and finance department to create a system of accounting control and procedures. From 2003 - 2004, Mr. Mezey worked for Vision Direct Marketing as its Vice-President of Operations and General Counsel. Mr. Mezey graduated from Georgetown University Law Center with an LL.M. in Securities and Financial Regulation. Mr. Mezey received his J.D., with cum laude honors, from New England School of Law and his B.S. from Virginia Commonwealth University. Except as stated above, none of the Companies or entities Mr. Mezey has previously worked for is a parent, subsidiary or other affiliate of the Company. The foregoing persons are promoters of The Graystone Company, Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Our management has not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K. Committees of the Board We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee. We intend to form an audit committee, corporate governance and nominating committee and a compensation committee once our board membership increases. Our plan is to start searching and interviewing possible independent board members in the next six months. Significant Employees There are no persons other than our executive officers who are expected by us to make a significant contribution to our business. Family Relationships There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers. Involvement in Certain Legal Proceedings We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. Audit and Compensation Committees, Financial Expert We do not have a standing audit or compensation committee or any committee performing a similar function, although we may form such committees in the future. Our entire Board of Directors handles the functions that would otherwise be handled by an audit or compensation committee. Since we do not currently have an audit committee, we have no audit committee financial expert. Since we do not currently pay any compensation to our officers or directors, we do not have a compensation committee. If we decide to provide compensation for our officers and directors in the future, our Board of Directors may appoint a committee to exercise its judgment on the determination of salary and other compensation. Table of Contents Involvement in Certain Legal Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years: Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, or Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); or Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority, barring, suspending or otherwise limiting for more than 60 days his or her involvement in any type of business, securities or banking activities; or Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to the alleged violation of any Federal or State securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or Subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, self-regulatory organization (as defined by Section 3(a)(26) of the Exchange Act), any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member Controls and Procedures Evaluation of disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of Paul Howarth, Chief Executive Officer and Joseph Mezey our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, Messrs. Howath and Mezey concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required. The reason we believe our disclosure controls and procedures are not effective is because: 1. No independent directors; 2. No segregation of duties; 3. No audit committee; and 4. Ineffective controls over financial reporting. The Company has concluded that these are not material weaknesses. However, the Company intends to remedy these factors as follows: Independent Directors: The Company intends to obtain at least 2 independent directors at its next annual shareholder meeting (expected to occur in August 2011). The cost associated to the addition in minimal and not deemed material. Table of Contents No Segregation of Duties/ Ineffective controls over financial reporting: The company intends to hire additional staff members as its capital position allows. These additional staff members will be responsible for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. The costs associated with the hiring the additional staff members will increase the Company's Sales, General and Administration (SG&A) Expense. It is anticipated the cost of the new staff members will be approximately $40,000 per year. No audit committee: After the election of the independent directors at the next annual shareholder meeting, the Company expects that an Audit Committee will be established. The cost associated to the addition an audit committee are minimal and not deemed material. Executive Compensation The Companies officers and director have receive any annual salary of $1.00 per year for the services rendered on behalf of the Company. Name and Stock All other Principal Position Year Salary Bonus Awards Compensation TOTAL Paul Howarth, 2012 $ 1.00 0 0 216,550 (1) 216,551 Chairman and CEO Joseph Mezey, President, CFO 2012 $ 1.00 0 0 216,550 (2) 216,551 Director (1) This represents $93,750 which was paid to Renard Properties, and $115,000 which was paid to Renard in the form of a restrictive stock grant under the Company s qualified employee stock plan. This also included a monthly $650 cell phone and car allowance paid to Mr. Howarth. (2) This represents $93,750 which was paid to JW Group, and $115,000 which was paid to JW Group in the form of a restrictive stock grant under the Company s qualified employee stock plan. This also included a monthly $650 cell phone and car allowance paid to Mr. Mezey. Director Independence Our Board of Directors has determined that none of our directors are independent. Policies and Procedures with Respect to Related Party Transactions As of the date hereof, our Board of Directors has not adopted formal written policies or procedures regarding the review, approval or ratification of related party transactions. It is the Company s intention to adopt such policies and procedures in the immediate future. Such policies will include, among other things, descriptions of the types of transactions covered, the standards to be applied in reviewing such transactions, the process for review of such transactions, and the individuals on the Board of Directors or otherwise who are responsible for implementing the policies and procedures. It is our intention that our audit committee, which will be comprised entirely of independent directors, will be responsible for such matters on an ongoing basis, consistent with its written charter. Notice of the Company s adoption of these policies and procedures will be given to all appropriate Company personnel. Conflicts of Interest and Corporate Opportunities The officers and directors have acknowledged that under Delaware Corporate law that they must present to the Company any business opportunity presented to them as an individual that met the Delaware's standard for a corporate opportunity: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and director is required to execute. However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Board. It is the Company s intention to adopt such policies and procedures in the immediate future. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of the date of this filing, certain information concerning the beneficial ownership of our common stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power. Table of Contents Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of our common stock, except to the extent authority is shared by spouses under community property laws. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of the Company, 2620 Regatta Drive, Ste 102, Las Vegas, NV 89128. Class A Common Stock Percent Class B Common Stock Percent Total Name Number of Shares of Class Number of Shares of Class Voting Power Paul Howarth, CEO(1) 84,573,703 25.03 % 2,500,000 50.00 % 39.93 % Joseph Mezey, CFO 84,372,127 24.97 % 2,500,000 50.00 % 39.91 % Totals 168,945,830 50.001 % 5,000,000 100.00 % 79.84 % 1. This includes 82,770,501 Class A shares and 5,000,000 lass B held by Renard Properties, LLC. Mr. Howarth has voting and dispositive power of these shares. 2. This includes 82,741,875 Class A and 5,000,000 Class B held by WTL Group, Inc. which Mr. Mezey s family owns and he is the President/CEO. Certain Relationships and Related Transactions, and Director Independence On July, 5, 2012, the Company agreed to acquire the rights to 100 oil and gas leases from Avenill Ventures, LLC for $700,000. Avenhill is beneficially owned by Paul Howarth and Joseph Mezey, our officers and directors. The Company agreed to issue to $100,000 in Company stock at the closing market price on July 5, 2012 which was $0.002. As such on July 9, 2012.the Company issued 25,000,000 shares of its Class A Common Stock to Renard Properties, LLC (which is beneficially owned by Paul Howarth) and 25,000,000 shares of its Class A Common Stock to JW Group, Inc. (which is beneficially owned by Joseph Mezey). The remaining $600,000 is owed as a note in the amounts of: $200,000 Renard Properties, LLC, $200,000 to JW Group, Inc. and $200,000 to an unrelated 3rd party. On July 5, 2012, the Company issued 25,000,000 shares of Class A Common stock to Renard Properties, LLC at a price of $.002. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO. On July 5, 2012, the Company issued 25,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.002. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO. On July 10, 2012, the Company issued 10,000,000 shares of Class A Common stock to Renard Properties, LLC at a price of $.0056. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO. On July 5, 2012, the Company issued 10,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0056. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO. On August 21, 2012, the Company issued 8,000,000 shares of Class A Common stock to Renard Properties, LLC at a of $.0122. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO. On August 21, 2012, the Company issued 8,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0122. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO. On September 1, 2012, the Company issued 625,000 shares of Class A Common stock to Renard Properties, LLC at a of $.008. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Paul Howarth our CEO. On September 1, 2012, the Company issued 625,000 shares of Class A Common stock to JW Group, Inc. at a price of $.008. The shares issued are restricted under Rule 144. Renard Properties is beneficially owned by Joseph Mezey our CFO. On August 14, 2012, the Company issued 1,000,000 shares of Class A Common stock to JW Group, Inc. at a price of $.0195. The shares issued are restricted under Rule 144. JW Group is beneficially owned by Joseph Mezey our CFO. On August 20, 2012, The Company s officers, Paul Howarth and Joseph Mezey, agreed to purchase on behalf of the company a sluice box. The officers agreed to pay the $150,000 for the equipment in exchange for the shares purchase on August 9-14, 2012 and a promissory note for the remaining amount. Table of Contents During the three months ending September 30, 2012, the Company received short term loans in the total amount of $273,330 from Renard Properties which includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. Consulting fees totaled $31,500 for the $15,625 per month the Company accrues. During the three months ending September 30, 2012, the Company re-paid short term loans in the total amount of $279,411 to Renard Properties. The note payable includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. The Company still owes Renard Properties $122,207 as of September 30, 2012. During the three months ending September 30, 2012, the Company received short term loans in the total amount of $291,350 from JW Group, Inc. which includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. Consulting fees totaled $31,500 for the $15,625 per month the Company accrues. During the three months ending September 30, 2012, the Company re-paid short term loans in the total amount of $275,950 to JW Group. The note payable includes the purchase of equipment for the company, short term loans for cash flow purposes and consulting fees. The Company still owes JW Group $3,165 as of September 30, 2012. On October 1, 2012, the Company received a loan from Renard Properties for $40,000 which was used to purchase mining equipment in Peru. On October 1, 2012, the Company received a loan from JW Group for $40,000 which was used to purchase mining equipment in Peru. On September 30, 2012 , the Company reversed the transaction on July 5, 2012 regarding the lease on the oil well. On October 1, 2012, the Company received a loan from Renard Properties for $40,000 which was used to purchase mining equipment in Peru. On October 1, 2012, the Company received a loan from JW Group for $40,000 which was used to purchase mining equipment in Peru. On November 5, 2012, the Company and its CEO and CFO agreed to a revolving line of credit in the amount of $100,000. The Company s CEO and CFO will provide a line of credit to the Company in the total amount of $100,000 which shall be used for short term cash flows needs and shall bear no interest. On December 6, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased 6,000,000 shares for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015. On December 6, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 6,000,000 shares for $38,000 or a price per share of $.006. The shares will be restricted until December 31, 2015. On December 10, 2012, the Renard Properties, LLC (a 10% shareholder and beneficially owned by our CEO Paul Howarth) purchased 3,000,000 shares for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015. On December 10, 2012, JW Group, Inc. (a 10% shareholder and beneficially owned by our CFO Joseph Mezey) purchased 3,000,000 shares for $13,500 or a price per share of $.0045. The shares will be restricted until December 31, 2015. On December 19, 2012, the Company s officers and directors have agreed to invest into the Company $50,000 for the initial investment for the joint venture in Suriname. The Company agreed to issue 25,000,000 shares of its Series A Preferred Stock in exchange for this investment. Item 11A: Material Changes. Not Applicable. Table of Contents Item 12: Incorporation of Certain Information by Reference. We are incorporating he information contained in the following 8-K filings: (1) 8-K filed January 8, 2013 (2) 8-K filed December 31, 2012 (3) 8-K filed December 28, 2012 (4) 8-K filed December 19, 2012 (5) 8-K filed December 18, 2012 (6) 8-K/A filed December 17, 2012 (7) 8-K filed December 11, 2012 (8) 8-K filed December 7, 2012 (9) 8-K filed November 30, 2012 (10) 8-K filed November 27, 2012 (11) 8-K filed November 20, 2012 (12) 8-K filed November 14, 2012 (13) 8-K filed November 5, 2012 (14) 8-K filed October 22, 2012 (15) 8-K filed October 10, 2012 (16) 8-K filed October 2, 2012 (17) 8-K filed October 1, 2012 And 10-Q and 10-K s filed on (1) 10-Q filed November 19, 2012 (2) 10-Q filed August 20, 2012 (3) 10-Q/A filed June 5, 2012 (4) 10-K filed April 13, 2012 Item 12A: Commission Position of Indemnification for Securities Act Liabilities Our directors and officers are indemnified as provided by the Section 145 of the General Corporation Law of Delaware and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court s decision. WHERE YOU CAN FIND ADDITIONAL INFORMATION The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov. Table of Contents ITEM 26: EXHIBITS SCHEDULE The following exhibits are filed with this prospectus: Exhibit Description 3.1 Restated Articles of Incorporation 3.2 By-Laws 10.1 SC Capital Investment Agreement 5.1 Legal Opinion 23.1 Auditors Consent ITEM 27: UNDERTAKING The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) reflect in the prospectus any facts or events which, individually or, together, represent a fundamental change in the information in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) include any additional or changed material information on the plan of distribution. Provided however, That: i. Paragraphs (1)(a) and (1)(b) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and ii. Paragraphs (1)(a), (1)(b) and (1)(c) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. Table of Contents 2. For determining liability under the Securities Act, to treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering. 3. To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4. For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: i. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424; ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and iv. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. 5. For the purpose of determining liability under the Securities Act to any purchaser each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectus filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. Table of Contents Signatures Pursuant to the requirements of the Securities Act of 1933, The Graystone Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntington Beach in the State of California, on January 15, 2013. The Graystone Company, Inc. By: /s/ Joseph Mezey Joseph Mezey President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Chairman of the Board /s/ Paul Howarth Director, Principal Executive Officer January 15, 2013 Paul Howarth President, Director, Secretary /s/ Joseph Mezey Principal Accounting Officer January 15, 2013 Joseph Mezey Principal Financial Officer Table of Contents Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+the related notes appearing elsewhere in this prospectus before deciding whether to purchase notes. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from any results discussed in the forward-looking statements as a result of certain factors, including those set forth under Risk Factors and Forward-Looking Statements. Overview We are a leading global provider of information and risk management solutions. We provide these solutions to businesses across multiple industries and to individual consumers. Our technology and services enable businesses to make more timely and informed credit granting, risk management, underwriting, fraud protection and customer acquisition decisions by delivering high quality data, integrated with analytics and decisioning capabilities. Our interactive website provides consumers with real-time access to their personal credit information and analytical tools that help them understand and proactively manage their personal finances. Over a million unique consumers visit our website each month. We have operations in the United States, Africa, Canada, Latin America, Asia Pacific and India and provide services in 33 countries. Since our founding in 1968, we have built a diversified and stable customer base in multiple industries, including financial services, insurance, healthcare, automotive, retail and communications. Businesses use our data for their daily risk-management processes. Consumers use our data to help them understand their credit profile and protect themselves against identity theft. We obtain financial, credit, identity, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information from thousands of sources, including credit-granting institutions, private databases and public records depositories, much of which is provided to us at little or no cost. We refine and enhance this data to create proprietary databases, processing approximately two billion updates monthly in the United States. We combine our data with our analytics and decisioning technology to deliver additional value to our customers. Our analytics, such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enable businesses and consumers to efficiently monitor and manage risk. Our decisioning technology, which is delivered on a software-as-a-service platform, enables businesses to interpret data and scores and apply their specific qualifying criteria to make real-time decisions at the point of interaction with their customers. Collectively, our data, analytics and decisioning technology allow businesses to more effectively identify and acquire new customers, manage risk associated with existing customers, generate cross-selling opportunities and reduce loss from fraud and identity theft. We have a global customer base that includes many of the largest companies in each of the primary industries we serve. For example, in the United States, we contract with eight of the ten largest banks, all of the major credit card issuers, nine of the ten largest property and casualty insurance carriers and we provide services to thousands of healthcare providers. In addition, we provide subscription-based interactive services to a growing base of over one million consumers. We manage our business through three operating segments: U.S. Information Services ( USIS ), International and Interactive. USIS, which represented approximately 64% of our revenue in 2012, and 63% of our revenue in the six months ended June 30, 2013, provides consumer reports, credit scores, verification services, analytical services, revenue management and decisioning technology to businesses in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other industries, and delivers them through both direct and indirect channels. Table of Contents Table of Registrant Guarantors Exact Name of Registrant Guarantors as Specified in Its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Diversified Data Development Corporation. California 95-2902153 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Corp. Delaware 74-3135689 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Healthcare LLC Delaware 27-1491512 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Interactive, Inc. Delaware 13-4117314 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Rental Screening Solutions, Inc.. Delaware 52-2139271 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion TeleData LLC Oregon 20-5618633 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Visionary Systems, Inc.. Georgia 58-2255788 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Table of Contents Under the terms of the indenture relating to the notes, the Issuers have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and holders of the notes the information specified in the indenture. See Description of the Notes. Forward-Looking Statements This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as anticipate, expect, suggest, plan, believe, intend, continue, estimate, target, project, forecast, should, could, would, may, will and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at the time such statements were made. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include: macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to make acquisitions and integrate the operations of other businesses; our ability to timely develop new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to manage expansion of our business into international markets; economic and political stability in international markets where we operate; our ability to effectively manage our costs; our ability to provide competitive services and prices; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; fluctuations in exchange rates; changes in federal, state, local and foreign tax laws; Table of Contents International, which represented approximately 20% of our revenue in 2012, and 20% of our revenue in the six months ended June 30, 2013, provides services similar to our USIS and Interactive segments, and provides services in 32 countries outside the United States. Our International segment also provides automotive information and commercial data to our customers in select geographies. Interactive, which represented approximately 16% of our revenue in 2012, and 17% of our revenue in the six months ended June 30, 2013, provides services to consumers that help them understand and proactively manage their personal finances and protect them from identity theft. We sell our subscription-based interactive services primarily through our website, www.transunion.com. Our Industry Evolution to mission critical role. Credit bureaus were formed in the nineteenth century to help provide better credit information to local and regional lenders so they could make more informed credit decisions. As consumer lending expanded, credit bureaus became an integral part of the lending process and now play a critical role in the intermediation between lenders and borrowers. Credit bureaus developed a variety of methods to collect, maintain and analyze information concerning the ability of consumers and businesses to meet their obligations. Consumers and commercial lenders have increasingly used these services to make more informed credit decisions. As a result, credit bureaus have positioned themselves as mission critical partners to financial services institutions around the world. Three major providers with sustainable competitive advantage. As financial services institutions grew in scale and geographic scope, credit bureaus extended their reach by coordinating and forming strategic alliances with other credit reporting providers to share data across large territories through a hub and spoke system. Three credit bureaus have since consolidated into large, international organizations that can provide a wide range of data services and analytical applications to their larger and increasingly demanding financial services customers. As a result of this consolidation, TransUnion, Equifax and Experian have emerged as the global leaders in the industry. The largest U.S. customers of these global credit bureaus typically use the services of all three providers to validate consistency and ensure reliability. Development of the business information service providers. Over the past decade, credit bureaus have devoted significant resources to enhance the quality of their data sets by developing a variety of proprietary information databases. Credit bureaus have evolved from being collectors and sellers of credit information to providers of more advanced information services. Given the increased consumer demand for monitoring their own credit, the credit bureaus have also begun to market and sell these services directly to consumers. The development of these more advanced services has enabled credit bureaus to diversify their revenue base, accelerate growth and evolve into business information service providers. Market Opportunity We believe several important trends in the global macroeconomic environment, as well as within the key industries we serve, are driving development of the market for information and risk management solutions. Large and Growing Market for Data and Analytics. We believe that the business information services market is large and growing. We believe that the demand for targeted data and sophisticated analytical tools will continue to grow meaningfully as businesses seek real-time access to more granular data in order to better understand their customers. Table of Contents The information in this prospectus is not complete and may be changed. We may not offer or 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 state where the offer or sale is not permitted. SUBJECT TO COMPLETION, SEPTEMBER 18, 2013 Prospectus Trans Union LLC TransUnion Financing Corporation 11.375% Senior Notes due 2018, Series B The 11.375% Senior Notes due 2018, Series B were issued by Trans Union LLC and TransUnion Financing Corporation, which we refer to together as the Issuers, in exchange for the 11.375% Senior Notes due 2018 originally issued by the Issuers on June 15, 2010. The 11.375% Senior Notes due 2018, Series B are referred to herein as the 11.375% notes, or the notes, unless the context otherwise requires. The notes bear interest at a rate of 11.375% per annum and mature on June 15, 2018. We are registering the notes under the Securities Act of 1933 for market-making transactions, as described below. The notes will mature on June 15, 2018. The Issuers have the option to redeem all or a portion of the notes at any time on or after June 15, 2014 at the redemption prices set forth in this prospectus plus accrued and unpaid interest. The Issuers also have an option to redeem all or a portion of the notes at any time before June 15, 2014, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus a make-whole premium and accrued and unpaid interest. The notes are the Issuers senior unsecured obligations and rank equal in right of payment with all of the Issuers existing and future senior debt. The Issuers parent company, TransUnion Corp., and each of TransUnion Corp. s direct and indirect subsidiaries that guarantee Trans Union LLC s credit facilities have unconditionally guaranteed the notes on a senior unsecured basis with guarantees that rank pari passu in right of payment with all existing and future senior indebtedness of each entity. The notes and the guarantees are effectively subordinated to the existing and future secured indebtedness of the Issuers and guarantors to the extent of the value of the collateral securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. There is no established trading market for the notes offered hereby. We do not intend to list the notes on any securities exchange or seek approval for quotation through any automated trading system. See Risk Factors beginning on page 15 for a discussion of certain risks that you should consider before investing in the notes. 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. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. GOLDMAN, SACHS & CO. The date of this prospectus is , 2013 Table of Contents our ability to protect our intellectual property; our ability to retain or renew existing agreements with long-term customers; our ability to access the capital markets; further consolidation in our end customer markets; reliance on key management personnel; and

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+the related notes appearing elsewhere in this prospectus before deciding whether to purchase notes. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from any results discussed in the forward-looking statements as a result of certain factors, including those set forth under Risk Factors and Forward-Looking Statements. Overview We are a leading global provider of information and risk management solutions. We provide these solutions to businesses across multiple industries and to individual consumers. Our technology and services enable businesses to make more timely and informed credit granting, risk management, underwriting, fraud protection and customer acquisition decisions by delivering high quality data, integrated with analytics and decisioning capabilities. Our interactive website provides consumers with real-time access to their personal credit information and analytical tools that help them understand and proactively manage their personal finances. Over a million unique consumers visit our website each month. We have operations in the United States, Africa, Canada, Latin America, Asia Pacific and India and provide services in 33 countries. Since our founding in 1968, we have built a diversified and stable customer base in multiple industries, including financial services, insurance, healthcare, automotive, retail and communications. Businesses use our data for their daily risk-management processes. Consumers use our data to help them understand their credit profile and protect themselves against identity theft. We obtain financial, credit, identity, bankruptcy, lien, judgment, insurance claims, automotive and other relevant information from thousands of sources, including credit-granting institutions, private databases and public records depositories, much of which is provided to us at little or no cost. We refine and enhance this data to create proprietary databases, processing approximately two billion updates monthly in the United States. We combine our data with our analytics and decisioning technology to deliver additional value to our customers. Our analytics, such as predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enable businesses and consumers to efficiently monitor and manage risk. Our decisioning technology, which is delivered on a software-as-a-service platform, enables businesses to interpret data and scores and apply their specific qualifying criteria to make real-time decisions at the point of interaction with their customers. Collectively, our data, analytics and decisioning technology allow businesses to more effectively identify and acquire new customers, manage risk associated with existing customers, generate cross-selling opportunities and reduce loss from fraud and identity theft. We have a global customer base that includes many of the largest companies in each of the primary industries we serve. For example, in the United States, we contract with eight of the ten largest banks, all of the major credit card issuers, nine of the ten largest property and casualty insurance carriers and we provide services to thousands of healthcare providers. In addition, we provide subscription-based interactive services to a growing base of over one million consumers. We manage our business through three operating segments: U.S. Information Services ( USIS ), International and Interactive. USIS, which represented approximately 64% of our revenue in 2012, and 63% of our revenue in the six months ended June 30, 2013, provides consumer reports, credit scores, verification services, analytical services, revenue management and decisioning technology to businesses in the United States. USIS offers these services to customers in the financial services, insurance, healthcare and other industries, and delivers them through both direct and indirect channels. Table of Contents Table of Registrant Guarantors Exact Name of Registrant Guarantors as Specified in Its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Diversified Data Development Corporation. California 95-2902153 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Corp. Delaware 74-3135689 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Healthcare LLC Delaware 27-1491512 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Interactive, Inc. Delaware 13-4117314 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion Rental Screening Solutions, Inc.. Delaware 52-2139271 555 West Adams Street Chicago, IL 60661 (312) 985-2000 TransUnion TeleData LLC Oregon 20-5618633 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Visionary Systems, Inc.. Georgia 58-2255788 555 West Adams Street Chicago, IL 60661 (312) 985-2000 Table of Contents Under the terms of the indenture relating to the notes, the Issuers have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and holders of the notes the information specified in the indenture. See Description of the Notes. Forward-Looking Statements This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as anticipate, expect, suggest, plan, believe, intend, continue, estimate, target, project, forecast, should, could, would, may, will and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at the time such statements were made. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include: macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to make acquisitions and integrate the operations of other businesses; our ability to timely develop new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to manage expansion of our business into international markets; economic and political stability in international markets where we operate; our ability to effectively manage our costs; our ability to provide competitive services and prices; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; fluctuations in exchange rates; changes in federal, state, local and foreign tax laws; Table of Contents International, which represented approximately 20% of our revenue in 2012, and 20% of our revenue in the six months ended June 30, 2013, provides services similar to our USIS and Interactive segments, and provides services in 32 countries outside the United States. Our International segment also provides automotive information and commercial data to our customers in select geographies. Interactive, which represented approximately 16% of our revenue in 2012, and 17% of our revenue in the six months ended June 30, 2013, provides services to consumers that help them understand and proactively manage their personal finances and protect them from identity theft. We sell our subscription-based interactive services primarily through our website, www.transunion.com. Our Industry Evolution to mission critical role. Credit bureaus were formed in the nineteenth century to help provide better credit information to local and regional lenders so they could make more informed credit decisions. As consumer lending expanded, credit bureaus became an integral part of the lending process and now play a critical role in the intermediation between lenders and borrowers. Credit bureaus developed a variety of methods to collect, maintain and analyze information concerning the ability of consumers and businesses to meet their obligations. Consumers and commercial lenders have increasingly used these services to make more informed credit decisions. As a result, credit bureaus have positioned themselves as mission critical partners to financial services institutions around the world. Three major providers with sustainable competitive advantage. As financial services institutions grew in scale and geographic scope, credit bureaus extended their reach by coordinating and forming strategic alliances with other credit reporting providers to share data across large territories through a hub and spoke system. Three credit bureaus have since consolidated into large, international organizations that can provide a wide range of data services and analytical applications to their larger and increasingly demanding financial services customers. As a result of this consolidation, TransUnion, Equifax and Experian have emerged as the global leaders in the industry. The largest U.S. customers of these global credit bureaus typically use the services of all three providers to validate consistency and ensure reliability. Development of the business information service providers. Over the past decade, credit bureaus have devoted significant resources to enhance the quality of their data sets by developing a variety of proprietary information databases. Credit bureaus have evolved from being collectors and sellers of credit information to providers of more advanced information services. Given the increased consumer demand for monitoring their own credit, the credit bureaus have also begun to market and sell these services directly to consumers. The development of these more advanced services has enabled credit bureaus to diversify their revenue base, accelerate growth and evolve into business information service providers. Market Opportunity We believe several important trends in the global macroeconomic environment, as well as within the key industries we serve, are driving development of the market for information and risk management solutions. Large and Growing Market for Data and Analytics. We believe that the business information services market is large and growing. We believe that the demand for targeted data and sophisticated analytical tools will continue to grow meaningfully as businesses seek real-time access to more granular data in order to better understand their customers. Table of Contents The information in this prospectus is not complete and may be changed. We may not offer or 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 state where the offer or sale is not permitted. SUBJECT TO COMPLETION, SEPTEMBER 18, 2013 Prospectus Trans Union LLC TransUnion Financing Corporation 11.375% Senior Notes due 2018, Series B The 11.375% Senior Notes due 2018, Series B were issued by Trans Union LLC and TransUnion Financing Corporation, which we refer to together as the Issuers, in exchange for the 11.375% Senior Notes due 2018 originally issued by the Issuers on June 15, 2010. The 11.375% Senior Notes due 2018, Series B are referred to herein as the 11.375% notes, or the notes, unless the context otherwise requires. The notes bear interest at a rate of 11.375% per annum and mature on June 15, 2018. We are registering the notes under the Securities Act of 1933 for market-making transactions, as described below. The notes will mature on June 15, 2018. The Issuers have the option to redeem all or a portion of the notes at any time on or after June 15, 2014 at the redemption prices set forth in this prospectus plus accrued and unpaid interest. The Issuers also have an option to redeem all or a portion of the notes at any time before June 15, 2014, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed plus a make-whole premium and accrued and unpaid interest. The notes are the Issuers senior unsecured obligations and rank equal in right of payment with all of the Issuers existing and future senior debt. The Issuers parent company, TransUnion Corp., and each of TransUnion Corp. s direct and indirect subsidiaries that guarantee Trans Union LLC s credit facilities have unconditionally guaranteed the notes on a senior unsecured basis with guarantees that rank pari passu in right of payment with all existing and future senior indebtedness of each entity. The notes and the guarantees are effectively subordinated to the existing and future secured indebtedness of the Issuers and guarantors to the extent of the value of the collateral securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. There is no established trading market for the notes offered hereby. We do not intend to list the notes on any securities exchange or seek approval for quotation through any automated trading system. See Risk Factors beginning on page 15 for a discussion of certain risks that you should consider before investing in the notes. 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. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. GOLDMAN, SACHS & CO. The date of this prospectus is , 2013 Table of Contents our ability to protect our intellectual property; our ability to retain or renew existing agreements with long-term customers; our ability to access the capital markets; further consolidation in our end customer markets; reliance on key management personnel; and

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+This summary highlights information about Momentive Performance Materials Inc. and the Notes contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading Risk Factors. In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, all references to: (i) Momentive, the Company, we, us and our refer to Momentive Performance Materials Inc. and its subsidiaries and (ii) the MPM Group refers to Momentive Performance Materials Holdings Inc. and its subsidiaries. Company overview Momentive Performance Materials Inc. was formed through the acquisition of GE Advanced Materials on December 3, 2006. We believe we are one of the world s largest producers of silicones and silicone derivatives and a global leader in the development and manufacture of products derived from quartz and specialty ceramics. For the twelve months ended December 31, 2012, silicones and quartz represented approximately 91% and 9% of our revenue, respectively. Silicones are a multi-functional family of materials used in a wide variety of products, and serve as a critical ingredient in many construction, transportation, healthcare, personal care, electronic, consumer and agricultural uses. Silicones are generally used as an additive to a wide variety of end products in order to provide or enhance certain of their attributes, such as resistance (heat, ultraviolet light and chemical), lubrication, adhesion or viscosity. Some of the most well-known end-use product applications include bath and shower caulk, pressure-sensitive adhesive labels, foam products, cosmetics and tires. Due to the versatility and high-performance characteristics of silicones, they are increasingly being used as a substitute for other materials. Our Quartz business manufactures quartz, specialty ceramics and crystal products for use in a number of high-technology industries, which typically require products made to precise specifications. The cost of our products typically represents a small percentage of the overall cost of our customers products. On October 1, 2010, our parent, Momentive Performance Materials Holdings Inc. ( MPM Holdings ) and Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC and referred to herein as MSC Holdings ), the direct parent company of Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc. and referred to herein as MSC ), became subsidiaries of a newly formed holding company, Momentive Performance Materials Holdings LLC ( Momentive Holdings ). We refer to this event as the Momentive Combination. As a result of the Momentive Combination, Momentive Holdings became the ultimate parent entity of Momentive and MSC. Momentive Holdings is controlled by investment funds (the Apollo Funds ) managed by affiliates of Apollo Management Holdings, L.P. (together with Apollo Global Management, LLC and its subsidiaries, Apollo ). Apollo may also be referred to as the Company s owner. We believe that our scale and global reach provide significant efficiencies in our fixed and variable cost structure and that our breadth of related products provides significant operational, technological and commercial advantages. Our manufacturing capacity at our internal sites and our joint venture in China is sufficient to produce the substantial majority of one of our key intermediates, siloxane, which facilitates a low-cost operating structure and security of supply. We are one of two producers in the silicones market with global siloxane production capacity. As of December 31, 2012, we had 22 production sites strategically located around the world, which allows us to produce the substantial majority of our key products locally in the Americas, Europe and Asia. Through this worldwide network of production facilities, we serve more than 5,500 customers between our Silicones and Quartz businesses in over 100 countries. Our customers include leading companies in their respective industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L Oreal, BASF, The Home Depot and Lowe s. Table of Contents EXHIBIT INDEX Exhibit Number Description of Document 2.1 Stock and Asset Purchase Agreement, dated as of September 14, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (formerly known as Nautilus Holdings Acquisition Corp.) (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 2.2 Amendment to Stock and Asset Purchase Agreement, dated as of December 3, 2006, by and between General Electric Company and Momentive Performance Materials Holdings Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.1 Certificate of Incorporation, as amended, of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.2 Amended and Restated By-laws of Momentive Performance Materials Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.3 Certificate of Incorporation, as amended, of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.4 Amended and Restated By-laws of Momentive Performance Materials Worldwide Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.5 Certificate of Incorporation, as amended, of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.6 Amended and Restated By-laws of Momentive Performance Materials China SPV Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.7 Certificate of Incorporation, as amended, of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.8 Amended and Restated By-laws of Momentive Performance Materials South America Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.9 Amended and Restated Operating Agreement of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.10 Articles of Organization, as amended, of MPM Silicones, LLC (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.11 Certificate of Incorporation, as amended, of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.12 Amended and Restated By-laws of Momentive Performance Materials Quartz, Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.13 Certificate of Incorporation, as amended, of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.14 Amended and Restated By-laws of Momentive Performance Materials USA Inc. (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 3.15 Operating Agreement of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) Table of Contents SCHEDULE A Guarantor State or Other Jurisdiction of Incorporation or Organization Address of Registrants Principal Executive Offices I.R.S. Employer Identification Number Momentive Performance Materials Worldwide Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748357 Momentive Performance Materials USA Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748388 Momentive Performance Materials China SPV Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5748469 Momentive Performance Materials South America Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 20-5834895 MPM Silicones, LLC New York 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 22-3775481 Momentive Performance Materials Quartz, Inc. Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 34-1839929 Juniper Bond Holdings I LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589631 Juniper Bond Holdings II LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589692 Juniper Bond Holdings III LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589765 Juniper Bond Holdings IV LLC Delaware 260 Hudson River Road Waterford, NY 12188 (518) 237-3330 26-1589836 Table of Contents We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. We will update this prospectus to the extent required by law. We are offering to sell the Notes only in jurisdictions where offers and sales are permitted. Table of Contents We believe we have created a value-added, technical service-oriented business model that enables us to target and participate in high-margin and high-growth specialty markets. These specialty markets account for the majority of our revenues and continue to be a growing part of our business. Revenue and Adjusted EBITDA (as defined in the section entitled Covenant Compliance elsewhere herein) for the twelve months ended December 31, 2012 were $2,357 million and $228 million, respectively. Net loss for the twelve months ended December 31, 2012 was $365 million. Our Strengths Our company has the following competitive strengths: Leading Global Silicones Producer. We believe we are one of the world s largest producers of silicones and silicone derivatives, with leading positions in various product lines and geographic areas. We believe our scale, global reach and breadth of product offerings provide us with significant advantages over many of our competitors by allowing us to serve global customers with precise specifications, particularly those expanding production in developing nations. Attractive Industry Growth Profile. The broad molecular characteristics of silicones continually lead to new uses and applications, which have led to worldwide industry growth in excess of GDP over the past 20 years. Drivers of growth include end-market growth and increased market penetration, with silicones increasingly being used as a value-added substitute for traditional materials or as a functional additive, which yields new properties for our customers products. For instance, silicones act as the conditioning ingredient in 2-in-1 shampoo. Broad-Based Diversification. Industry Diversification. Our Silicones business has a diversified revenue base across a variety of end-markets, reducing our vulnerability to industry trends. Furthermore, our products are often used in niche applications that represent a small portion of our customers material costs. Our leading end-markets are building and construction, which consists of industrial and infrastructure construction and repair, urethane foam additives and a number of other specialty products. Customer Diversification. We have a diverse customer base of more than 5,500 customers between our Silicones and Quartz businesses and are well balanced across multiple geographies. In 2012, our top 20 customers accounted for less than 22% of our total revenues, and no single customer accounted for more than 3% of our total revenues. We have maintained long-standing relationships with many of our customers. Geographic Diversification. We have a global sales presence, with approximately 38%, 31% and 31% of our 2012 and 2011 revenues generated in the Americas, Europe and Asia, respectively. Global Infrastructure. We are a global company with significant manufacturing capacity in each of the Americas, Europe and Asia. We have 22 production facilities located around the world, R&D centers on three continents and sales to customers in over 100 countries. The Silicones business has three siloxane production facilities located in Waterford, New York, Ohta, Japan and Leverkusen, Germany, as well as a siloxane manufacturing joint venture in Jiande, China, and two silanes production facilities in Sistersville, West Virginia and Termoli, Italy. The Quartz production sites are located in Ohio, Geesthacht, Germany, Kozuki, Japan and Wuxi, China. Table of Contents Exhibit Number Description of Document 3.16 Certificate of Formation of Juniper Bond Holdings I LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.17 Operating Agreement of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.18 Certificate of Formation of Juniper Bond Holdings II LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.19 Operating Agreement of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.20 Certificate of Formation of Juniper Bond Holdings III LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.21 Operating Agreement of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 3.22 Certificate of Formation of Juniper Bond Holdings IV LLC (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.1 Indenture by and between Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., Momentive Performance Materials Worldwide Inc., Momentive Performance Materials USA Inc., Momentive Performance Materials China SPV Inc., Momentive Performance Materials South America Inc., GE Quartz, Inc., GE Silicones, LLC and Momentive Performance Materials Inc., dated as of December 4, 2006, with respect to $500,000,000 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.2 11 1/2% Senior Subordinated Notes Due 2016 (filed as the exhibit of the same number to our Form S-4 Registration Statement, filed on September 14, 2007) 4.3 Supplemental Indenture among Juniper Bond Holdings I LLC, Juniper Bond Holdings II LLC, Juniper Bond Holdings III LLC, Juniper Bond Holdings IV LLC and Wells Fargo Bank, N.A., dated as of December 20, 2007, with respect to the $500,000,000 11 1/2% Senior Subordinated Notes due 2016 (filed as the exhibit of the same number to our Post-Effective Amendment No. 1 to Form S-4 Registration Statement, filed on January 28, 2008) 4.4 Agreement of registration, appointment and acceptance, effective as of June 8, 2009, by and among Momentive Performance Materials Inc., Wells Fargo Bank, N.A. and The Bank of New York Mellon Trust Company, N.A. (filed as exhibit 4.1 to our Form 8-K, filed on June 12, 2009) 4.5 Indenture, dated as of November 5, 2010, by and among Momentive Performance Materials Inc., the note guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, including forms of the 9% Second-Priority Springing Lien Notes due 2021 (U.S. Dollar Denominated) and 9 1/2% Second-Priority Springing Lien Notes due 2021 (Euro Denominated) (filed as exhibit 4.1 to our Form 8-K, filed on November 12, 2010) 4.6 Indenture, dated as of May 25, 2012, by and among Momentive Performance Materials Inc., the Note Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as exhibit 4.1 to our Form 8-K, filed on June 1, 2012) Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary 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 May 7, 2013 PROSPECTUS Momentive Performance Materials Inc. $124,323,000 11 1/2% Senior Subordinated Notes due 2016 This prospectus covers resales by holders of the 11 1/2% Senior Subordinated Notes due 2016 issued by Momentive Performance Materials Inc. ( Momentive ) on December 4, 2006, which we refer to herein as the Notes. The Notes mature on December 1, 2016. Interest on the Notes is payable in cash at a rate of 11 1/2% per annum, from the issue date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year commencing June 1, 2007. Momentive may redeem some or all of the Notes, at the redemption prices set forth in this prospectus. See Description of Notes Optional Redemption. If we experience certain kinds of changes in control, we must offer to purchase the Notes. The Notes are subordinated to all our existing and future senior debt, including the 8.875% First-Priority Senior Secured Notes due 2020, the 10% Senior Secured Notes due 2020, the Second-Priority Springing Lien Notes due 2021 (together, the Senior Notes ), the ABL Facility (as defined herein) and the Cash Flow Facility (as defined herein), rank equally with all our existing and future senior subordinated debt and rank senior to all our existing and future subordinated debt. The Notes are guaranteed on an unsecured senior subordinated basis by each of Momentive s existing U.S. subsidiaries that is a guarantor under its Cash Flow Facility and each of its future U.S. subsidiaries that guarantee any debt of the Company or the Note Guarantors (the Note Guarantors ). The majority of our business in conducted through non-U.S. subsidiaries that are not guarantors of the Notes. If the Company fails to make payments on the Notes, the Note Guarantors must make them instead (the Note Guarantees ). We have not applied, and do not intend to apply, for listing of the Notes on any national securities exchange or automated quotation system. The selling security holders may sell the Notes covered by this prospectus in one or more transactions, directly to purchasers or through underwriters, brokers or dealers or agents, in public or private transactions, at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. See Plan of Distribution. Momentive will not receive any proceeds from the resale of the Notes hereunder. See Risk Factors beginning on page 13 of this prospectus for a discussion of certain risks that you should consider before investing in the Notes. 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 , 2013. Table of Contents We use our global platform to deliver products to companies efficiently on a worldwide basis. Many of our customers are expanding internationally to serve developing areas in Asia, Eastern Europe, Latin America, India and Russia. Maintaining close proximity to our international customers allows us to serve them more quickly and efficiently and thus build strong relationships. Attractive Intermediate Position. We produce siloxane, the key intermediate required to manufacture silicones, in the United States, Germany and Japan, and source siloxane from a joint venture in China. This manufacturing capacity is sufficient to meet the substantial majority of our current requirements for siloxane. We also source a portion of our requirements through long-term and/or supply agreements. We believe this combination of siloxane supply, along with our ability to purchase siloxane from other suppliers when pricing is advantageous, reduces our overall cost structure and strengthens our overall competitiveness. Leading Fused Quartz and Specialty Ceramics Producer. We believe we are a global leader in the fused quartz and ceramics product markets in which we compete. In particular, we believe we are the largest manufacturer of quartz products for the semiconductor end-market and the second largest manufacturer of quartz products for fiber optics. Our leadership position and profitability are driven by several factors, including strong customer relationships and the precise quality and purity specifications of our products. Additionally, we believe we are a leader in several ceramic materials end-markets, including cosmetic additives. Risk Factors Despite our competitive strengths discussed above, investing in the Notes involves a number of risks, including: Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under our debt obligations. As of December 31, 2012, we had $3,116 million of consolidated outstanding indebtedness, including short-term borrowings, and, based on the consolidated indebtedness, our annualized cash interest expense is projected to be approximately $291 million based on interest rates at December 31, 2012 without giving effect to any subsequent borrowings under the previous revolving credit facility, the ABL Facility or the Cash Flow Facility, of which $288 million would represent cash interest expense on fixed-rate obligations; If global economic conditions weaken, it will continue to negatively impact our business, results of operations and financial condition; We may be unable to achieve the cost savings or synergies that we expect to achieve from our strategic initiatives, including the Momentive Combination, which would adversely affect our profitability and financial condition; Fluctuations in direct or indirect raw material costs could have an adverse impact on our business; and We depend on certain of our key executives and our ability to attract and retain qualified employees. For a discussion of the significant risks associated with our business, our industry and investing in the Notes, you should read the

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+PROSPECTUS SUMMARY This summary highlights some information from this prospectus, and it may not contain all of the information that is important to you. You should read the following summary together with the more detailed information regarding our company and the common stock being sold in this offering, including Risk Factors and our consolidated financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus. Except as otherwise indicated, as used in this prospectus, references to the Company , Areti Web , we , us , or our refer to Areti Web Innovations, Inc. and its wholly-owned subsidiaries.

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+Prospectus Summary Prospectus Summary 1

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+This summary highlights information contained in this prospectus, but may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus carefully, including the risk factors and the financial statements. Our company We are Jamaica s largest banking and financial services group, based on consolidated total assets at September 30, 2012. We provide individual consumers, small- and medium-sized enterprises, or SMEs, large corporations and government institutions with banking, wealth management, insurance and pension fund management products and services. We provide a wide range of financial products and services to our customers, including loan and investment products, deposits, remittance services, electronic banking, payment services, credit cards, structured finance, trade finance, foreign exchange, wealth management, insurance, pension fund management, annuities, and trust and registrar services. For fiscal years 2008 through 2012, we had an average annual return on shareholders equity of 24.2% and an average dividend yield of 6.7%. As of September 30, 2012, we had a 30.4% share of the Jamaican banking and financial services market regulated by the Bank of Jamaica, as measured by consolidated total assets. We operate our business through seven segments (of which the Retail & SME, Payment Services, Corporate Banking and Treasury & Correspondent Banking segments are our commercial banking segments): Retail & SME: We offer a broad range of banking products and services to Jamaica s consumer and SME market and Jamaican government agencies. We provide these products and services through 38 full service branches, four agencies and 173 automated teller machines, or ATMs, across Jamaica. We had the largest commercial bank branch network in Jamaica at September 30, 2012. Our ATMs accounted for 35.0% and 34.2% of all ATM transactions in Jamaica for fiscal years 2011 and 2012, respectively. We were the first bank in Jamaica to offer dedicated business bankers and specialized product bundles to SMEs, which provide SMEs with tailored products and services and special pricing on certain loans and deposits. We, through our Retail & SME segment, issue debit cards to our consumer customers. Our debit cards represented 31.3% of debit cards in circulation in Jamaica at September 30, 2012. While the issuance of debit cards is a significant component of our Retail & SME segment from an operational and marketing perspective, no revenue is generated from the issuance of these cards and the fees generated from their use at point of sale terminals are recorded in our Payment Services segment. Our Retail & SME segment also includes our remittance business, which allows our customers to send and receive money from London through our subsidiary, NCB Remittance Services (UK) Limited, and worldwide through our contractual relationship with MoneyGram International, Inc. Our Retail & SME segment accounted for 8.3% and 11.7% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Payment Services: We, through our Payment Services segment, issue Visa , MasterCard and our proprietary Keycard credit cards to our consumer, SME and corporate customers. We also issue our proprietary Keycard Cash prepaid card to our consumer customers as well as our SME 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 February 5, 2013 Prospectus 16,071,429 American depositary shares National Commercial Bank Jamaica Limited (incorporated in Jamaica) Representing 803,571,450 ordinary shares This is the initial public offering of our American depositary shares, or ADSs, each of which represents 50 of our ordinary shares, no par value. The ADSs will be evidenced by American depositary receipts, or ADRs. Of the ADSs to be sold in the offering, we are selling 12,500,000 ADSs and the selling shareholders are selling 3,571,429 ADSs. We will not receive any of the proceeds from the ADSs being sold by the selling shareholders. We expect the initial public offering price will be between US$13.00 and US$15.00 per ADS. Our ordinary shares are listed on the Jamaica Stock Exchange, or JSE, and the Trinidad and Tobago Stock Exchange, or TTSE, under the symbol NCBJ. On January 21, 2013, the closing price of our ordinary shares on the JSE was J$21.40 per ordinary share, which is equivalent to US$0.23 per ordinary share, based upon an exchange rate of J$93.0344 to US$1.00 on that date. On January 21, 2013, the closing price of our ordinary shares on the TTSE was TT$1.40 per ordinary share, which is equivalent to US$0.22 per ordinary share, based upon an exchange rate of TT$6.4085 to US$1.00 on that date. We have been authorized to list the ADSs on The New York Stock Exchange. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial public offering price US$ US$ Underwriting discount(1) US$ US$ Proceeds to us (before expenses) US$ US$ Proceeds to the selling shareholders (before expenses) US$ US$ (1) We have agreed to reimburse the underwriters for some of the expenses they incur in connection with this offering. See Underwriting beginning on page 297 of this prospectus. We have granted the underwriters an option for a period of 30 days to purchase from us up to 2,410,714 additional ADSs to cover over-allotments, if any. Investing in the ADSs involves a high degree of risk. We meet the definition of an emerging growth company as defined under federal securities laws but have determined not to avail ourselves of any reduced reporting requirements applicable to emerging growth companies. See Risk factors beginning on page 24 of this prospectus for certain factors you should consider before investing in the ADSs. Delivery of the ADSs will be made on or about , 2013. Global Coordinator and Joint Bookrunner Joint Bookrunner J.P.Morgan Macquarie Capital Co-managers Canaccord Genuity CIBC , 2013 Table of Contents Presentation of financial and other information In this prospectus, references to J$ are to Jamaican dollars, references to TT$ are to Trinidad and Tobago dollars, and references to U.S. dollars and US$ are to United States dollars. Solely for the convenience of the reader, we have translated certain Jamaican dollar amounts in this prospectus into U.S. dollars at a rate equal (unless otherwise indicated) to J$89.7207 per US$1.00, which is the average of the buying and selling J$/US$ exchange rates reported by the Bank of Jamaica for September 30, 2012. These translations should not be construed as a representation that any such amounts have been, would have been or could be converted at this or any other exchange rate. For information concerning Jamaican dollar/U.S. dollar exchange rates as reported by the Bank of Jamaica since October 1, 2007, see Exchange rates. In addition, solely for the convenience of the reader, we have translated certain Trinidad and Tobago dollar amounts in this prospectus into U.S. dollars at a rate equal (unless otherwise indicated) to TT$6.4183 per US$1.00, which is the average of the buying and selling TT$/US$ exchange rates reported by the Central Bank of Trinidad and Tobago for September 30, 2012. These translations should not be construed as a representation that any such amounts have been, would have been or could be converted at this or any other exchange rate. Financial statements We have included in this prospectus our consolidated financial statements, which are presented in Jamaican dollars. Our fiscal year ends on September 30 of each calendar year. We prepare and issue audited financial statements at and for the fiscal year ended September 30 of each calendar year and unaudited financial statements at, and for each of the three, six and nine months ended, December 31, March 31 and June 30, respectively, of each calendar year. In this prospectus, references to, for example, fiscal year 2012 are to the fiscal year ended September 30, 2012. We prepare our consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Auditing Standards Board, or the IASB, which differ in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. The summary and selected financial data at September 30, 2012, 2011, 2010, 2009 and 2008 and for the fiscal years ended September 30, 2012, 2011, 2010, 2009 and 2008 included in this prospectus have been derived from our consolidated financial statements audited by PricewaterhouseCoopers. Our financial statements for fiscal year 2011 have been restated to account for our acquisition of Jamaica Money Market Brokers Limited, or JMMB. Our financial statements for fiscal year 2011 were initially prepared using the interim financial statements of JMMB at June 30, 2011 and have been restated to include the fair value of intangible assets, as determined by an independent, qualified valuator. See note 49 to our consolidated financial statements included herein. Market share, industry and economic information In this prospectus, we present statements about our competitive position and market share in, and the market size of, the commercial banking and financial services industry in Jamaica, and about the Jamaican economy and participants in the Jamaican economy. We have made these Table of Contents and corporate customers for use by their employees. Our Payment Services segment includes both our credit card issuing business and fees that we collect for transactions in which merchants using our card-processing point of sale, or POS, machines accept for payment any credit or debit card issued by us and other banks, which we refer to as our acquiring business. Credit cards issued by us represented 41.0% of credit cards in circulation in Jamaica at September 30, 2012. At that date, over 10,000 of our POS machines were installed in stores and other locations across Jamaica, representing 66.7% of all POS machines in Jamaica. Our POS machines processed 76.9% and 77.4% of total credit card merchant transactions in Jamaica, representing 64.7% and 62.9% of the total Jamaican dollar amount of credit card merchant transactions, for fiscal years 2011 and 2012, respectively. Our POS machines also processed 72.2% and 71.0% of total debit card merchant transactions in Jamaica, representing 77.1% and 77.7% of the total Jamaican dollar amount of debit card merchant transactions, for fiscal years 2011 and 2012, respectively. Our Payment Services segment accounted for 10.0% and 14.1% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Corporate Banking: We, through our Corporate Banking segment, offer large corporations and Jamaican government agencies loans, structured financings and foreign exchange transactions in addition to other banking products and services. We believe that we are the leader in originating loans to large corporations and government enterprises in Jamaica. Our Corporate Banking segment accounted for 12.6% and 0.7% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Treasury & Correspondent Banking: We conduct foreign exchange transactions and manage our liquidity and investments through our Treasury & Correspondent Banking segment. A dedicated financial institutions relationship team manages relationships with local financial institutions and correspondent banks. Our investments consist principally of Jamaican government debt securities. As an institution licensed to carry on banking business in Jamaica, we are able to transact in debt securities directly with the Jamaican government and the Bank of Jamaica in the primary and secondary markets. Our Treasury & Correspondent Banking segment accounted for 26.3% and 26.9% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Wealth Management: We, through our wholly-owned subsidiary, NCB Capital Markets Limited, offer repurchase agreements, brokerage services and portfolio management services to individual investors. We also offer these products and services, as well as certain corporate finance services, to our corporate customers. Repurchase agreements are a form of financing under which we sell Jamaican government debt securities to our customers and then reacquire those securities for a higher price at a later date, typically one to 12 months after the original sale. Our corporate customers accounted for 41.8% and 38.0% of the repurchase agreement balances of our Wealth Management segment for fiscal years 2011 and 2012, respectively. Net interest income earned from funding provided by repurchase agreements accounted for a substantial portion of our Wealth Management segment s total segment operating profit for fiscal years 2011 and 2012. This segment also includes our offshore banking subsidiary, NCB (Cayman) Limited, which principally provides offshore banking services to our Jamaican customers. Our Wealth Management segment accounted for 28.2% and 29.6% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Table of Contents Table of Contents statements on the basis of statistics and other information from third-party sources including, among others, the Bank of Jamaica (the Central Bank of Jamaica), that we believe are reliable. September 30, 2012 is the most recent date for which certain Bank of Jamaica data are available regarding our competitive position and market share in, and the market size of, the commercial banking and financial services industry in Jamaica, and about the Jamaican economy and participants in the Jamaican economy. Rounding and table formats We have made rounding adjustments to some of the tables included in this prospectus. Accordingly, totals in certain tables in this prospectus may differ from the sum of the individual items in these tables due to rounding. Table of Contents Insurance & Pension Fund Management: We, through our wholly-owned subsidiary, NCB Insurance Company Limited, offer a broad range of products and services including bancassurance (a product that combines investment and life insurance features), pension fund administration and investment management services, annuities and group life insurance. At December 31, 2011 (the most recent date for which comparative market data are available), we managed J$51,668 million in pension fund assets, representing an 18.3% market share of all pension fund assets under management in the country. At September 30, 2012, we managed J$48,510 million in pension fund assets. We provide investment advisory services to pension funds managed by us, although the fund trustees retain ultimate discretion over all investment decisions. Our Insurance & Pension Fund Management segment accounted for 14.4% and 17.8% of our total segment operating profit for fiscal years 2011 and 2012, respectively. Other: We, through our Other segment, which includes our subsidiaries N.C.B. Jamaica (Nominees) Limited, Mutual Security Insurance Brokers Limited and West Indies Trust Company Limited, offer registrar and transfer agent, insurance brokerage and trustee services, respectively. This segment also includes our subsidiary DataCap Processing Limited, which provides security services to certain of our key employees. Our Other segment accounted for 0.6% and 0.2% of our total segment operating profit for fiscal years 2011 and 2012, respectively. At September 30, 2012, we had J$379,436 million (US$4,229 million) in total assets, J$111,905 million (US$1,247 million) in net loans, J$210,654 million (US$2,348 million) in investment securities, J$162,930 million (US$1,816 million) in customer deposits and J$66,343 million (US$739 million) in shareholders equity. We had net profit of J$13,885 million (US$155 million) and J$10,046 million (US$112 million) for fiscal years 2011 and 2012, respectively. Our return on average shareholders equity was 24.2% and our return on average total assets was 3.4% for fiscal years 2008 through 2012. We have received numerous international and local awards and recognitions. In 2011, The Banker ranked us third in return on capital and 14th in return on assets among the 267 largest banks worldwide by institutions with Tier I capital of under US$255 million. In a related ranking of banks in Latin America and the Caribbean in 2011, The Banker ranked us first based on both of these metrics. In 2011, we were named Best Bank in Jamaica by Global Banking and Finance, and we also received the Euromoney Award for Excellence: Best Bank in Jamaica. In 2008, 2009, 2010, 2011 and 2012, The Banker named us Bank of the Year, Jamaica. World Finance magazine named us the Best Banking Group in Jamaica for 2010, Most Innovative Bank for 2009 and 2010 and Best Pension Fund Manager in the Caribbean for 2009 and 2010. We also received a number of Best Practices Awards from the JSE, including the Governor General s Award for Overall Excellence, Best Annual Report, Corporate Disclosure and Investor Relations in 2009 and 2011 and the Stockbrokerage Website Award in 2009. We were also the recipient of the Private Sector of Jamaica/JSE Awards for Corporate Governance for 2009, 2010 and 2011. In 2010, 2011 and 2012, Latin Finance named us Best Bank in Jamaica. In 2010, 2011 and 2012, the Human Resource Management Association of Jamaica awarded us the prestigious Golden Leader Award for innovation. We are controlled by our chairman, Mr. Michael Lee-Chin (our controlling shareholder ), who beneficially owned, directly and indirectly, approximately 64.0% of our ordinary shares at January 16, 2013. Mr. Lee-Chin would have beneficially owned approximately 43.6% of our Table of Contents ordinary shares on a pro forma basis at January 16, 2013 after giving effect to this offering (assuming that the underwriters exercise their over-allotment option in full). As of January 16, 2013, approximately 1,177.0 million, or 74.6%, of the ordinary shares beneficially owned by Mr. Lee-Chin had been pledged as security for loans from different lenders to Mr. Lee-Chin and his affiliates. Mr. Lee-Chin has advised us that he and his affiliates are in full compliance with the terms and conditions of these loans. Mr. Lee-Chin may, or may be required to, make additional pledges of ordinary shares beneficially owned by him in the future. Mr. Lee-Chin is a dual Canadian and Jamaican citizen, and has been our chairman since purchasing a majority beneficial interest in the Bank through AIC (Barbados) Limited, which he controls, in 2002. Mr. Lee-Chin has a broad range of other business interests, including financial services, real estate, telecommunications, media, healthcare and power generation. The Jamaican market Substantially all of our operations are conducted in Jamaica, which is the fifth largest country in the Caribbean, based on real gross domestic product, or GDP, of J$731,854 million for the 12 months ended June 30, 2012 and population of approximately 2.7 million people at July 2012. Jamaica has a free market economy that includes primarily private sector businesses and a limited number of state-owned enterprises. The Jamaican financial services industry has been largely privatized. Major sectors of the economy include wholesale and retail trade; government services; transport, storage and communication; finance and insurance services; real estate renting; manufacturing; construction; hotels and restaurants; agriculture, forestry and fishing; electricity and water supply; and mining and quarrying. The Jamaican economy has, in recent years, been affected by, among other factors, the global economic and financial crisis and its aftermath, a high ratio of public debt to GDP, low tax revenues, natural disasters, and crime and civil unrest in the country. Jamaica s real GDP was J$731,854 million for the 12 months ended June 30, 2012 (US$8,165 million) compared to J$729,174 million for the 12 months ended June 30, 2011. Real GDP declined by 0.2% for the quarter ended June 30, 2012 compared to the quarter ended June 30, 2011 and by 0.1% for the quarter ended March 31, 2012 compared to the quarter ended March 31, 2011. Jamaica recorded year-over-year growth in GDP of 0.4% for the year ended June 30, 2011 compared to the year ended June 30, 2010, representing the first year in which there had been an increase as compared to the previous year since the year ended March 31, 2008. The macroeconomic environment has weakened during 2012 as reflected in GDP performance for the first and second quarters of the 2012 calendar year, an unemployment rate of 12.8% for July 2012, and net international reserves, or NIR, which fell to US$1,078 million as of November 30, 2012 from US$1,962 million as of November 30, 2011. The latest NIR update as of November 30, 2012 represented approximately 12.9 weeks of goods and services imports. The Jamaican dollar has depreciated swiftly against the U.S. dollar; the exchange rate decreased by 5.8% for November 2012 compared to November 2011. These unfolding events have increased market uncertainty and have raised further questions about default risks. The fragile recovery in 2011 coupled with 2012 performance to-date has resulted in the lowering of future fiscal projections by the International Monetary Fund, or IMF. The IMF estimates that Jamaica s real GDP will grow at 1.3% by the year ending March 31, 2016, which reflects a Table of Contents reduction by approximately one-half of IMF forecasts issued in 2010. For the quarter ending December 31, 2012, the Bank of Jamaica is forecasting a contraction in real GDP in the range of 0.7% to 1.7%. The negative outlook is influenced by the preliminary estimate of the damage caused by the recent passage of Hurricane Sandy, with the agriculture and tourism sectors projected to be severely impacted as a result of the hurricane. The primary surplus is estimated at 3.1% of current GDP for the government s fiscal year ended March 31, 2012, reflecting lower tax revenues associated with cuts in fuel taxes, weak tax administration, and widespread use of tax incentives and waivers. Recurrent expenditures have remained flat, with a higher wage bill offset by lower capital expenditure. As a result, the fiscal deficit was 6.4% of current GDP for the government s fiscal year ended March 31, 2012. The ratio of government debt to GDP has remained high, at about 130% while gross financing requirements rose, as the effects of the 2010 debt exchange have now diminished. The outlook is for low growth, as well as weaker fiscal and debt positions, in the absence of strong fiscal and structural reforms. In this context, real GDP growth is expected to remain at around 1% a year, the fiscal deficit is expected to increase to approximately 9%, and debt is expected to exceed 150% of GDP over the medium term. However, the IMF expects ongoing improvements to Jamaica s regulatory and supervisory frameworks and the existing crisis management framework to contain financial sector risks. There are downside risks to this outlook arising from uncertainties about the pace of the global recovery and world commodity prices, as well as the possibility of natural disasters. In 2010, Jamaica s macroeconomic environment was affected by consummation of the Jamaica Debt Exchange, or JDX, which was designed to alleviate the debt service burden on the Jamaican government and foster a lower interest rate environment. Under the JDX, the Jamaican government exchanged approximately J$695.6 billion (US$7,985 million) of domestic debt for an equivalent principal amount of debt securities with lower interest rates and longer maturities. The Jamaican government was required to effect the JDX and take other actions, including adopting a tax policy package yielding approximately 2% of GDP, as a condition to the signing of a 27-month Stand-By Arrangement with the IMF in February 2010. The Stand-By Arrangement outlined a medium-term reform program aimed at enhancing fiscal and debt sustainability and enabled access by the Jamaican government to funding from multilateral financial institutions. The Stand-By Arrangement was suspended as a result of, among other matters, delays in the implementation of agreed upon measures and subsequently expired. The Jamaican government initiated formal talks with the IMF in January 2012 with a view towards entering into a new agreement. After meeting with key government officials, IMF representatives stated that the implementation of improved fiscal policies, a reduction in debt and unemployment levels, and policies geared towards sustainable growth would be among the objectives of any new program. Discussions between the government and the IMF are ongoing over an economic program that could be supported under an IMF financing arrangement. The Jamaican government and the IMF have so far agreed in principle as to the need for a medium-term economic program with the following elements: promotion of a growth-oriented environment aimed at improving productivity and competitiveness while raising efficiency; strong macroeconomic policies, reflected in significantly higher primary fiscal surpluses, a narrower current account deficit, fiscal and financial reforms, and strong financial sector regulation and supervision; and initiatives to foster social cohesion, including through well-targeted health care and education spending and a Table of Contents more effective social safety net. We expect that the Jamaican government will soon engage in voluntary liability management transactions with regard to its outstanding debt, which would include Jamaican government debt securities held by us. We cannot provide any assurance as to whether any such transactions will occur, the terms thereof or the effect they may have on the value of Jamaican government debt securities held by us. Any such transactions may have an adverse effect on our overall financial condition and results of operations. Jamaica s long-term foreign currency credit ratings were downgraded by Standard & Poor s Financial Services LLC, or S&P, Moody s Investor Services LLC, or Moody s, and Fitch, Inc., or Fitch, between August 2009 and January 2010 to selective default categories CCC, Caa 1 and CCC, respectively, but were subsequently upgraded in the first quarter of 2010, following consummation of the JDX. Jamaica s current long-term foreign currency credit ratings by the respective agencies are as follows: B- by S B3 by Moody s; and B- by Fitch. On October 31, 2011, S&P revised the outlook on Jamaica to negative from stable but affirmed its B- long-term foreign currency credit rating. On November 6, 2012, S&P re-affirmed the negative outlook on Jamaica and the B-long-term foreign currency credit rating. On January 18, 2013, Fitch revised its rating outlook on Jamaica s sovereign ratings to negative from stable but affirmed its B- long-term foreign currency credit rating. Our credit ratings have historically been affected by changes to Jamaica s sovereign credit rating and accordingly, on January 25, 2013, Fitch revised its outlook on us to negative from stable and affirmed its B- long-term foreign currency credit rating. The Jamaican financial system has continued to develop in terms of participants and stability and increasingly interacts with global financial markets. At September 30, 2012, there were 13 supervised deposit-taking institutions, consisting of seven commercial banks (one of which is a branch of a U.S. bank and three of which are subsidiaries of other non-Jamaican banks), two merchant banks and four building societies (i.e., thrift institutions) in Jamaica. At that date, there were also 50 securities dealers and six life insurance companies. These institutions are regulated by the Bank of Jamaica, which primarily supervises deposit-taking institutions, and the Financial Services Commission, which supervises most non-deposit-taking financial institutions, including insurance companies and securities brokers. The Ministry of Finance, in conjunction with the Bank of Jamaica and the Financial Services Commission, formulates policies concerning specified aspects of the operations of financial institutions. The Bank of Jamaica, together with the Ministry of Finance, is responsible for the execution of monetary policy and the regulation of the Jamaican economy. Companies whose securities are publicly traded, including our company, are also subject to regulation by the JSE. The Jamaican commercial banking industry has grown substantially in the past decade. Total assets (including acceptances, guarantees and letters of credit, which are off-balance sheet items) in the commercial banking sector were J$629,204 million (US$7,013 million) at September 30, 2012 compared to J$265,074 million at September 30, 2002, representing a 10-year compound annual growth rate, or CAGR, of 9.0%. Total loans (net of provisions) in the commercial banking sector were J$290,887 million (US$3,242 million) at September 30, 2012 compared to J$63,169 million at September 30, 2002, representing a 10-year CAGR of 16.5%. Total deposits in the commercial banking sector were J$415,028 million (US$4,626 million) at September 30, 2012 compared to J$177,802 million at September 30, 2012, representing a 10-year CAGR of 8.8%. Foreign currency-denominated loans made up 36.7% of total loans at September 30, 2012, compared to 36.5% at September 30, 2002, and foreign currency-denominated deposits made up 38.3% of total deposits at September 30, 2012, compared to 29.5% at September 30, 2002. Table of Contents Our competitive strengths We believe that the following competitive strengths position us for continued growth and future profitability: Market leadership: We are Jamaica s largest financial services group, based on consolidated total assets at September 30, 2012. With 38 full service branches and four agencies, we had the largest commercial bank branch network in Jamaica at September 30, 2012. Our ATMs accounted for 34.2% of all ATM transactions in Jamaica for fiscal year 2012. At September 30, 2012, we had over 10,000 POS machines, representing 66.7% of all POS machines in Jamaica. Our POS machines processed 74.4% and 74.3% of total credit and debit card merchant transactions in Jamaica for fiscal years 2011 and 2012, respectively. We believe that our market leadership position contributes to our strong brand recognition in Jamaica and helps us to preserve and expand our customer base. The following table presents our market shares in the Jamaican commercial banking industry (as determined in accordance with Bank of Jamaica regulations and excluding certain lending operations). At September 30, Market share data 2012 2011 2010 2009 2008 Market share (based on assets) 40.7% 40.0% 39.3% 37.5% 39.6% Market share (based on deposits) 37.9% 39.1% 36.7% 34.7% 36.2% Market share (based on net loans) 38.1% 36.9% 34.6% 34.6% 35.3% Source: Bank of Jamaica Solid track record of financial performance and growth: We have grown substantially in terms of profit, assets and shareholders equity over the five years ended September 30, 2012, principally due to organic growth. For fiscal year 2012, despite a reduction in profits when compared with fiscal year 2011, the growth in assets and shareholders equity continued. For fiscal year 2007, we had net profit of J$6,601 million compared to net profit of J$10,046 million for fiscal year 2012, representing a five-year CAGR of 8.8%. We had total assets of J$254,183 million at September 30, 2007 compared to total assets of J$379,436 million at September 30, 2012, representing a five-year CAGR of 8.3%. We had total shareholders equity of J$28,554 million at September 30, 2007 compared to total shareholders equity of J$66,343 million at September 30, 2012, representing a five-year CAGR of 18.4%. We achieved continued positive growth even during the recent global economic and financial crisis. Table of Contents The following table presents selected financial metrics for the periods indicated. At and for fiscal year ended September 30, 2012 At and for fiscal year ended September 30, 2007 CAGR Loans and advances, net of provision for credit losses (J$ in thousands) 111,904,854 56,525,224 14.6% Investment securities (J$ in thousands) 210,653,557 142,955,539 8.1% Customer deposits (J$ in thousands) 162,930,350 118,518,051 6.6% Repurchase agreements (J$ in thousands) 101,890,449 51,305,167 14.7% Liabilities under annuity and insurance contracts (J$ in thousands) 25,194,324 14,487,602 11.7% Shareholders equity (J$ in thousands) 66,343,321 28,554,026 18.4% Credit card receivables (J$ in thousands) 9,047,106 4,463,215 15.2% Earnings per share (J$) 4.08 2.69 Book value per share (J$) 26.95 11.60 Dividends paid per share (J$) 1.10 0.73 Dividend yield (1) 5.02% 3.26% Shareholders equity as a percentage of total assets 17.48% 11.23% Return on average total assets(1) 2.75% 2.76% Efficiency ratio(1) 56.01% 57.28% Loans and advances, net of provision for credit losses, as a percentage of customer deposits 68.68% 47.69% Loans and advances, net of provision for credit losses, as a percentage of total assets 29.49% 22.24% (1) For definitions of dividend yield, return on average total assets and efficiency ratio, see the footnotes to the tables set forth under Summary financial and operating data. Innovation: We offer a broad range of financial products and services that we continually seek to expand to respond to the needs of our customers. For example, in 1981, we were the first bank in Jamaica to launch a local credit card, and, today, our Keycard credit card remains the only proprietary credit card offered in Jamaica and accounted for 24.0% of our total acquiring volumes and 18.4% of the total acquiring volumes in Jamaica for fiscal year 2011 and 19.4% of our total acquiring volumes and 14.9% of the total acquiring volumes in Jamaica for fiscal year 2012. Our proprietary credit card has also helped us maintain leadership in our card acquiring business because merchants must maintain an NCB POS machine in order to process Keycard transactions. We were the first bank in Jamaica to introduce drive-through ATMs in 2002 and payroll-backed loans in 2003. In 2004, our subsidiary, NCB Insurance Company Limited, became the first insurance company in Jamaica to offer a long-term tax-advantaged life insurance policy specially designed for families to save for higher education costs. In 2005, we were the first to launch mobile credit top-up services, which allow mobile telephone customers to add minutes to their prepaid mobile telephone accounts at our ATM and POS machines. We remain Table of Contents the only bank in Jamaica to offer a loan product, also introduced in 2005, that allows merchants to borrow against future POS receivables. We were also the first bank in Jamaica to introduce handheld POS terminals in 2006 and online loan applications in 2008. In May 2010, we introduced a loan product that allows customers to borrow based on the equity in their motor vehicles and, in March 2012, we began to offer Jamaican dollar residential mortgage products in the mortgage loan sector historically dominated by building societies. Local decision-making: We make all major decisions locally in Jamaica. We are not required to consult an international parent company, as is the case with many of our competitors. We believe that local decision-making contributes to customer loyalty, as we have insight into local circumstances and conditions and often are able to provide faster credit decisions than many of our peers. Customer-focused staff: We strive to provide prompt, friendly and knowledgeable service, which we believe helps us to achieve a high level of customer satisfaction and loyalty. We invest in our staff to enable them to acquire expertise and knowledge in their respective areas of responsibility. In fiscal year 2012, our staff members spent an average of 30 hours in training courses. These training courses are conducted in person at our Corporate Learning Campus, which delivered 62 instructor-led courses during fiscal year 2012, as well as online through our eCampus portal, which offered over 180 courses during the same fiscal year. Experienced team of executive officers: Our executive officers have broad experience in the Jamaican financial services industry. Patrick Hylton, our Group Managing Director (chief executive officer), is a former president of the Jamaica Bankers Association and former managing director of Financial Sector Adjustment Company Limited, which was established in 1997 by the Jamaican government to restore stability in the financial sector. Our team of executive officers has an average of more than 19 years of experience in the financial services industry. We believe that the experience of our executive officers has allowed us to deliver high-quality and innovative products and services to our customers, which has positioned us to capitalize on future growth opportunities. While we believe the above competitive strengths position us for continued growth and future profitability, our future business, results of operations and financial condition will be materially affected by economic, social and political conditions in Jamaica and the financial condition of the Jamaican government. Our debt securities portfolio primarily consists of Jamaican government debt securities, such that a significant decline in the market value of those debt securities, or any inability of the Jamaican government to service those debt securities, could require us to record impairment losses or to experience increased realized or unrealized losses. Accordingly, our competitive strengths described above should be considered in conjunction with the risks described under Risk factors beginning on page 24. Table of Contents Our business strategy Our vision is to capitalize on our competitive strengths and become the premier Caribbean financial institution delivering superior products and services to satisfy the needs of our customers while developing our human resources and building better communities. We intend to focus on continuous improvement of our business model to meet new opportunities within the banking and financial services sector in Jamaica and, over the long-term, in the Caribbean. The key elements of our strategy include the following: Pursuit of growth opportunities: We plan to increase our revenues and market shares while managing our costs. By leveraging our extensive branch and payment services network, along with our leading market share in the debit and credit card industry, we are well-positioned to achieve growth in areas such as loans to the consumer and SME market. We are also seeking to improve our sales capabilities through enhanced productivity of our employees, better use of customer analytics and marketing campaign management methodologies to drive cross-selling, an increased number and value of products per customer, or wallet share penetration, and the leveraging of electronic channels, external partnerships and our customer care center. We are also expanding our operations through strategic investments in Jamaica and may in the future pursue acquisitions and investment opportunities in both Jamaica and the broader Caribbean region. For example, in August 2011, we acquired 29.3% of JMMB, the largest investment brokerage house in Jamaica, measured by assets under management, for approximately J$2,221 million, including certain fees and costs. During fiscal year 2012, JMMB acquired the entire share capital of Capital & Credit Financial Group Limited, or CCFG, a Jamaican financial institution providing banking services, investment services, remittance services, pension investment and administrative services, unit trust funds and international broker/dealer services, for consideration consisting of cash and the issuance of new shares to the former shareholders of CCFG. The shares of JMMB issued to the former shareholders of CCFG resulted in a dilution of our ownership in JMMB from 29.30% to 26.30%. We are also in the process of acquiring AIC Finance Limited, a licensed financial institution in Trinidad and Tobago providing stock brokerage, trade finance, merchant banking, deposit, fixed income securities and foreign exchange services, and a 96.24% interest in Advantage General Insurance Co. Ltd., a leading general insurer in Jamaica. See Recent developments. Efficiency and productivity initiatives: In 2010, we commenced an information technology transformation initiative with the goals of adopting world class standards, and leveraging technology to improve efficiency and our ability to meet changing customer needs. This transformation is expected to continue through fiscal year 2014. During fiscal year 2012, we relocated our primary data center facility to an off-premises data center. We expect this relocation to provide increased security and versatility and substantially reduce downtime. We are seeking to improve our efficiency and functionality in key areas such as treasury management, card acquiring and issuing and anti-money laundering compliance through new applications and processes. We are partnering with a leading consulting firm which will support us through our lean transformation initiative across the NCB Group. The initiative will commence in January 2013 and the major output of the initial phase will be the development of an operating model for the NCB Group and the execution of two pilot projects, the objective of which will be to validate our LEAN model, which is a model that has been developed by the consulting firm and will form the foundation for our lean transformation Table of Contents initiative. The philosophy driving and supporting the LEAN model is based on applying the principles of centralization, consolidation, automation, paperless and straight-thru-processing to the processes in operation throughout the NCB Group. The entire initiative is expected to generate significant process efficiency, improved productivity, cost reduction, business agility and the development of internal expertise to ensure that our lean transformation initiative effectively takes place across the NCB Group. Continued focus on risk management: We continually review our risk management policies and procedures in order to enhance our capabilities in identifying, reporting and managing the risks faced in our business, including credit, interest rate, foreign exchange and liquidity risks. We plan to continue to focus on stringent underwriting standards for lending and other transactions. In addition, for our lending business, we engaged a leading international consulting firm during fiscal year 2012 to assist us in the design and implementation of improvements to our credit policies and procedures, including our credit-scoring methodologies. This engagement recently ended and we are in the process of implementing the consulting firm s recommendations. Further development of human resources: We plan to continue to seek a high level of employee engagement and foster an innovative culture. We are seeking to further build employee capabilities, with a view toward maintaining our leadership position in the Jamaican financial services market and as an institution that is a leading place in which to work. We are currently implementing initiatives to strengthen performance management and assessment; integrate workforce analytics to monitor employee satisfaction and effectiveness; and support the professional development of our employees. Table of Contents Our organizational structure The following chart identifies the principal shareholders of our company and our principal subsidiaries at January 16, 2013 and immediately following this offering. Except as otherwise noted below, all of our subsidiaries are wholly-owned and incorporated or organized in Jamaica. (1) Includes shares held directly by Mr. Lee-Chin and indirectly by Mr. Lee-Chin through certain family trusts and the following entities: AIC Barbados Limited, AIC Global Holdings Inc., Portland (Barbados) Limited, Advantage General Insurance Limited, AIC Finance Limited and AIC Financial Group. (2) Incorporated in the United Kingdom. (3) Incorporated in the Cayman Islands. (4) NCB Remittance Services (Cayman) Limited has surrendered its remittance license and is in the process of winding up its operations pending the completion of a loan transaction in which it is involved. (5) Charitable organization that receives funding from us. One of our directors is chairman of the board of the N.C.B. Foundation and some of our executive officers serve as directors and executive officers of the N.C.B. Foundation. Table of Contents Recent developments The Bank of Jamaica is requiring all commercial banks in Jamaica, including the Bank, to facilitate comprehensive supervision of their businesses. To meet these requirements, we may opt to convert to a holding company structure. The specific timing for a holding company conversion, if any, has not yet been determined. We expect that any such conversion will involve the Bank becoming a subsidiary of a holding company incorporated in Jamaica upon approval of the transaction by a Jamaican court following a hearing. In connection with any such holding company conversion, holders of our ordinary shares, including the depositary for the ADSs being offered pursuant to this prospectus, will exchange their ordinary shares for ordinary shares in the holding company whose ordinary shares will be listed on the JSE and TTSE, and holders of our ADSs will accordingly become holders of ADSs of the holding company. There will not be any Jamaican tax implications for holders of our ordinary shares or the ADSs in connection with any such conversion. U.S. Holders (as defined in Taxation U.S. federal income tax considerations ) will not recognize any gain or loss for U.S. federal tax purposes as a result of any such conversion, assuming it occurs as we intend it to occur (as described in Taxation U.S. federal income tax considerations Income tax consequences of conversion to a holding company structure ) and assuming no changes in applicable law occur between the date hereof and the date of the conversion. However, U.S. Holders of our ordinary shares and/or ADSs who will own 5% or more (by vote or value and including by attribution) of the holding company s ordinary shares and/or ADSs immediately after any such conversion must enter into a five-year gain recognition agreement with the U.S. Internal Revenue Service to avoid the recognition of any gain realized on the conversion to a holding company. Each such U.S. Holder should consult its own tax advisor regarding the U.S. federal income tax consequences of a possible holding company conversion, including, without limitation, whether it has information reporting and record retention responsibilities in connection with the conversion, and whether it should enter into a five-year gain recognition agreement with respect to the conversion. In addition, holders of our ADSs should consult their tax advisors with respect to the tax laws of other jurisdictions. During fiscal year 2012, NCB Capital Markets Limited, or NCBCM, signed agreements with AIC (Barbados) Limited and ACF Holdings Insureco Limited, the legal and beneficial owners of 96.24% of the issued share capital of Advantage General Insurance Company Limited, or AGI, for the purchase of their shareholdings in AGI for aggregate consideration of approximately J$3,090 million (US$34 million), subject to adjustment based on the book value of AGI at closing. Both AIC (Barbados) Limited and ACF Holdings Insureco Limited are controlled by our chairman and controlling shareholder. The transaction was approved for the Bank by a special committee appointed by the board of directors, which included independent directors constituting less than a majority of the special committee, and for NCBCM by its board of directors, which included independent directors constituting less than a majority of the board of directors. The completion of the transaction is subject to regulatory approval. We commissioned an independent valuation which valued AGI at an amount approximating the proposed acquisition price. AGI (formerly known as United General Insurance Company Limited from 1986 to 2007 and Central Fire Insurance Company from 1964 to 1986) is licensed by the Financial Services Commission to market motor, property, pecuniary loss, liability and accident insurance. AGI is currently one of the leading general insurers in Jamaica. Table of Contents NCBCM has announced its intention to acquire AIC Finance Limited, a licensed financial institution in Trinidad and Tobago. This acquisition will provide us with entry into the Trinidad and Tobago market and an opportunity to further diversify our revenues. The transaction is pending regulatory approval in both Trinidad and Tobago and Jamaica. AIC Finance Limited is an indirect subsidiary of AIC (Barbados) Limited, which is controlled by our chairman and controlling shareholder. The proposed acquisition price is approximately TT$15 million (US$2.3 million), subject to adjustment based on AIC Finance Limited s final audited financial statements. We commissioned an independent valuation which valued AIC Finance Limited in excess of the proposed acquisition price. The transaction was approved for the Bank by a special committee appointed by the board of directors, which included independent directors constituting less than a majority of the special committee, and for NCBCM by its board of directors, which included independent directors constituting less than a majority of the board of directors. Recent results (preliminary and unaudited) Our consolidated financial statements at and for the three months ended December 31, 2012 and the related release that will be filed with the JSE and the TTSE has not yet been finalized. The unaudited preliminary financial information set forth below reflects our expectations of the results we will report once the release is completed. Our independent registered public accounting firm has not audited or reviewed this unaudited preliminary financial information and does not express an opinion or any other form of assurance with respect to this financial information. Our actual results may differ from these expectations. Any such differences could be material. Financial operational item As and for three months ended December 31, 2012(*) As and for three months ended December 31, 2012 As and for three months ended September 30, 2012 As and for three months ended December 31, 2011 (US$ in millions, except where noted and per share data) (J$ in millions, except where noted and per share data) Net interest income 64 5,900 5,447 5,340 Total operating expenses 62 5,700 5,111 5,070 Share of profit of associates 2 165 466 145 Net profit 30 2,800 2,685 2,769 Investment securities(1) 2,280 211,000 210,654 202,863 Loans and advances, net of provision for credit losses 1,264 117,000 111,905 101,209 Total assets 4,289 397,000 379,436 360,512 Customer deposits 1,912 177,000 162,930 155,284 Repurchase agreements 1,102 102,000 101,890 86,872 Total shareholders equity 724 67,000 66,343 62,640 Return on average shareholders equity (%)(2) N/A 16.70 16.46 17.78 Return on average total assets (%)(3) N/A 2.90 2.83 3.08 Efficiency ratio (%)(4) N/A 55.50 52.50 56.20 Risk-based capital adequacy ratio (Bank only) (%)(5) N/A 12.90 12.96 15.08 Earnings per share(J$) N/A 1.13 1.10 1.12 Table of Contents (*) We have translated U.S. dollar amounts from Jamaican dollars at the exchange rate of J$92.5637 per US$1.00, which is the average of the buying and selling J$/US$ exchange rates reported by the Bank of Jamaica for December 31, 2012. (1) Investment securities consist of investment securities at fair value through profit or loss and investment securities classified as available-for-sale and loans and receivables. At December 31, 2012, we had investment securities at fair value through profit or loss of approximately J$380 million and investment securities classified as available-for-sale and loans and receivables of approximately J$210,770 million. (2) Return on average shareholders equity is calculated as net profit (annualized for the interim periods presented) divided by average shareholders equity (shareholders equity at the end of the quarter plus shareholders equity at the end of the previous quarter, divided by two). (3) Return on average total assets is calculated as net profit (annualized for the interim periods presented) divided by average total assets (total assets at the end of the quarter plus total assets at the end of the previous quarter, divided by two). (4) Efficiency ratio is calculated as the sum of staff costs, depreciation and other operating expenses for the period divided by total operating income for the period. (5) Risk-based capital adequacy ratio (Bank only) is calculated as qualifying capital divided by total risk weighted assets. Qualifying capital is the sum of Tier 1 and Tier 2 capital less prescribed deductions for investment in associated companies and subsidiaries, intangible assets and any accumulated losses in subsidiaries. See Regulation and supervision.

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+Item 3. Prospectus Summary. This summary highlights certain information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information regarding Royal Bees Company, Inc. ( Us, We, Our, Royal Bees, the Company, or the Corporation ) and our financial statements and the related notes appearing elsewhere in this prospectus. The Company Our Business Royal Bees specializes in commercial pollination, harvesting honey and developing and producing various honey products. Royal Bees has been doing business under their current name since June 16, 2010, when it was organized in the state of Nevada. Our initial focus is on providing pollination services, harvesting pure raw honey and selling honey products in Southern California. We currently have approximately 65 hives that we rent to local farmers for pollination services. We sell honey bottled in varying size jars, honey stix and ambrosia, a mixture of honey and bee pollen. As the business grows, we intend to broaden our market area. We had no honey yield for 2012 due to inclement weather and we reduced our inventory of hives to 65 from the 270 we had at the beginning of 2012. Because we had no honey yield for 2012, we have a very limited amount of existing inventory to sell. As of the date of this prospectus, we have commenced only limited operations. We have not yet established profitable operations although we have generated revenue. We had net sales of $25,361 with a net loss of ($43,748) for the year ended December 31, 2011. For the year ended December 31, 2012 we had net sales of $48,968 with a net loss of ($46,476). We estimate our monthly burn rate at $2,000 per month and we will likely need additional capital to continue operations. We may raise additional needed capital by selling our common stock or borrowing funds. We have no commitments from any source to provide additional funding. If we are unable to obtain funding it is likely our business will suffer significantly. We have had ($129,968) in cumulative losses since our inception through March 31, 2013. These factors raise substantial doubts about our ability to continue as a going concern. Further, there is no guarantee that our business will grow. Our Statement of Organization: We were incorporated in Nevada on June 16, 2010, as Royal Bees Company, Inc. Our principal executive offices are located at 123 W. Nye Lane, Ste. 129, Carson City, NV 89706. Our phone number is 760-613-0041. The Offering Number of Shares Being Offered: The selling security holders may sell up to 1,855,000 shares of common stock at $0.12 per share. Issuance of these shares to the selling security holders was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended. Affiliated selling security holders and Non-affiliated selling security holders will sell at the fixed price of $0.12 for the duration of the offering. Selling shareholders are underwriters as defined under the Securities Act of 1933. We will not receive any proceeds from the sale of our common stock by our selling shareholders. Number of Shares Outstanding After the Offering: 10,855,000 shares of our common stock are issued and outstanding. We have no other securities issued. Aggregate Market Price Based on Offering Price of $0.12 Per Share Our aggregate market price is $1,302,600 based on 10,855,000 shares at a price of $0.12. Stockholders Equity (deficit)as of March 31, 2013 ($99,370) Selected Financial Data - Annual December 31, December 31, 2012 2011 Current assets 800 7,260 Total assets 27,601 41,990 Total current liabilities 108,649 76,562 Total stockholders' equity (deficit) (81,048) (34,572) Working Capital (107,849) (69,302) Net Cash (Used) Provided by Operating Activities (13,326) (18,201) Year Ended December 31, 2012 2011 Statement of Operations Gross Profit 23,414 6,014 Operating Expenses (69,890) (49,762) Net loss (46,476) (43,748) Selected Financial Data- Interim March 31, March 31, 2013 2012 Current assets 812 2,571 Total assets 22,141 43,406 Total current liabilities 121,511 86,140 Total stockholders' equity (deficit) (99,370) (42,735) Working Capital (120,699) (83,569) Net Cash (Used) Provided by Operating Activities (10,597) (5,057) 3 months Ended March 31, 2013 2012 Statement of Operations Gross Profit (loss) (574) 9,299 Operating Expenses (17,748) (17,461) Net loss (18,322) (8,162)

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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 9 and the financial statements.
+ 
+
+ General
+ US Parts Online Inc. was incorporated under the laws of the state of Nevada on October 17, 2011. 
+ 
+
+ Our principal executive offices are located at 2360 Corporate Circle Suite 400, Henderson NV 89074. Our phone number is (678) 804-8036
+ 
+ Operations
+ We are a development stage company, formed to resell used and brand new auto parts.
+ 
+
+ We plan on reselling auto parts from USA based vendors to European market via an internet shop. We have developed our business plan, earned a $ 8,000 gross profit on the sale of auto parts and consulting and executed an agreement with LT United Inc.
+ 
+
+ 
+
+ We anticipate that we will derive our income from buying auto parts at discounted prices and resell it via an internet shop with product to be delivered by mail. We do not anticipate earning revenues until such time as we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully assemble, construct and sell any products or services related to our planned activities.
+ 
+
+ From inception until the date of this filing, we have had no revenues and very limited operating activities. Our financial statements from inception October 17, 2011 
+ 
+
+ 
+
+ 6
+ 
+
+ 
+
+ Through May 31 , 2013, report revenues $15,000 and a net loss of $ 10,274 . Our independent registered public accounting firm has issued an audit opinion for US Parts Online Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. 
+ 
+
+ Our only operations to date have been making a deposit for salvaged car parts. Given that our business plan consists of reselling used and new auto parts, our activities to date constitute nominal operations. As a result, we are a shell company.
+ 
+
+ 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. Based on 5,000,000 common stock outstanding and the proposed offering price of $0.01, our implied aggregate market value is $50,000. Our total stockholders equity balance as of February 28, 2013 is -$994.
+ 
+
+ 
+ 
+ 
+
+ Common Shares being sold in this offering:
+ 
+ 8,000,000 shares of common stock
+
+ Terms of 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 use for our immediate use.
+
+ 
+
+ 
+
+ 7
+ 
+
+ 
+
+ 
+
+ 
+ Price Per Share:
+ 
+ $0.01
+
+ Duration of the Offering:
+ 
+ The offering will commence on the effective date of this prospectus and will terminate on or before April 1, 2014. In our sole discretion, we may terminate the offering before all of the common shares are sold.
+
+ 
+
+ 
+ Use of proceeds
+ 
+ We will use the net proceeds of this offering to develop and maintain our website, purchase inventory and tools and to advertise.
+
+ Securities Issued and Outstanding:
+ 5,000,000 shares of common stock 
+ 
+
+ 
+
+ 8
+ 
+
+ 
+
+ 
+
+ RISK FACTORS
+ 
+
+ Our business is subject to numerous risk factors, including the following.
+ 
+
+ Risks Associated with Our Business
+ 1. We are a development stage company but have not yet commenced significant operations. We expect to incur operating losses for the foreseeable future. Potential investors have a high probability of losing their entire investment.
+ 
+
+ We were incorporated on October 17, 2011 and, to date, have been involved primarily in organizational activities. We have not yet commenced business operations. Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way to evaluate the likelihood that our business will be successful. 
+ 
+
+ As of the date of this prospectus, we have earned $15,000 . Potential investors should be aware of the difficulties normally encountered by new internet sales companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake.
+ 
+
+ These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. 
+ 
+
+ Prior to having an inventory of auto parts to sell, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 
+ 
+
+ 2. We have yet to earn revenue and our ability to sustain our operations is dependent on our ability to raise financing. As a result, there is substantial doubt about our ability to continue as a going concern.
+ 
+
+ We have accrued net losses of $ 10,274 for the period from our inception on October 17, 2011 to May 31 , 2013, and have incurred $15,000 revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our acquisition development, and management of real and intangible property and the provision of expertise. 
+ 
+
+ 
+
+ 9
+ 
+
+ 
+
+ Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. KLJ & Associates, our independent registered public accountant, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise funds. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant s comments when determining if an investment in US Parts Online Inc. is suitable.
+ 
+
+ If we experience a shortage of funds prior to funding during the next 12 months, we may utilize funds from Dmitrijs Podlubnijs, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed.
+ 
+ If we are successful in raising the funds from this offering, we plan to commence activities to raise the funds required for the development program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities of the development program. 
+ 
+
+ 3. Purchasers of aftermarket auto parts may not choose to shop online, which would prevent us from acquiring customers who are necessary to the growth of our business.
+ 
+
+ The online market for aftermarket auto parts is less developed than the online market for many other business and consumer products. Our success will depend in part on our ability to attract new customers and customers who have historically purchased auto parts through traditional retail and wholesale operations. Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or price our products more competitively than we currently anticipate in order to attract additional online consumers to our websites and convert them into purchasing customers
+ 
+
+ 4. New tax treatment of companies engaged in internet commerce may adversely affect the commercial use of our services and our financial results.
+ 
+
+ Due to the global nature of the internet, it is possible that various states or foreign countries might attempt to regulate our transmissions or levy sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in internet commerce. New or revised international, federal, state or local tax regulations may subject us or our subscribers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the internet. New or revised taxes and, in particular, sales taxes, VAT and similar 
+ 
+
+ 
+
+ 10
+ 
+
+ 
+
+ taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.
+ 
+
+ The European Union (EU) requires non-EU firms to pay value added tax (VAT) on e-commerce transactions to customers in the EU. EU firms pay the single VAT rate for the country where they are located. If a non-EU firm establishes a subsidiary in an EU country, it can follow the tax rules for EU companies and pay a single rate. Otherwise, non-EU firms are required to register in one EU country but pay the VAT at the rate applicable in each customer s country. The firm is to remit all tax to the country in which it is registered. The member state of registration is then responsible for distributing the appropriate amount of revenue due to each of the other member countries of the EU, based on the firm s sales to customers in each country. EU duty rates on auto parts from USA range from 0% to 5%.
+ 
+
+ We will have to pay VAT. VAT in EU is from 15% in Cyprus and Luxembourg to 25% in Denmark and Sweden. Our prices may be less attractive in some countries with high VAT, unless we set up business establishments in low VAT EU member countries in order to benefit from low VAT rate.
+ 
+
+ 5. We will face intense competition and operate in an industry with limited barriers to entry, and some of our competitors may have greater resources than us and may be better positioned to capitalize on the growing e-commerce auto parts market.
+ 
+
+ The auto parts industry is competitive and highly fragmented, with products distributed through multi-tiered and overlapping channels. We compete with both online and offline retailers who offer OEM and aftermarket auto parts.
+ 
+
+ Barriers to entry are low, and current and new competitors can launch websites at a relatively low cost. Many of our current and potential offline competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, technical, management and other resources than we do. In addition, some of our competitors have used and may continue to use aggressive pricing tactics and devote substantially more financial resources to website and system development. We expect that competition will further intensify in the future as Internet use and online commerce continue to grow worldwide. Increased competition may result in reduced operating margins, reduced profitability, loss of market share and diminished brand recognition.
+ 
+
+ 6. If we do not attract customers, we will not make a profit, which will ultimately result in a cessation of operations.
+ 
+
+ 
+
+ 11
+ 
+
+ 
+
+ We currently have only two customers who purchased services from us. We have not identified any additional customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell auto parts at prices which generate a profit.
+ 
+
+ 7. We rely on key personnel and may need additional personnel for the success and growth of our business.
+ 
+
+ Our business is largely dependent on the personal efforts and abilities of key personnel including Dmitrijs Podlubnijs. We do not maintain key person life insurance on any officer or employee. Our performance also depends on our ability to identify, attract, retain and motivate highly skilled technical, managerial, merchandising, marketing and customer service personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel. 
+ 
+
+ The loss of any key employee or our inability to attract or retain other qualified employees could harm our business and results of operations.
+ 
+
+ 8. We will invest significant resources in our product catalog. If the catalog s database is stolen or misappropriated, or if a competitor is able to create a substantially similar catalog without infringing our rights, then we may lose an important competitive advantage.
+ 
+
+ We will invest significant resources and time to build and maintain our product catalog, which is maintained in the form of an electronic database, and maps to relevant product applications based on vehicle makes, models and years. We believe that our future product catalog will provide us with an important competitive advantage in both driving traffic to our websites and converting that traffic to revenue by enabling customers to quickly locate the products they require. We cannot assure you that we can protect our product catalog from unauthorized copying or theft by a third party. In addition, it is possible that a competitor could develop a catalog or database that is similar to or more comprehensive than ours, without infringing our rights. In the event our product catalog is stolen, copied or otherwise replicated by a competitor, whether lawfully or not, we may lose an important competitive advantage and our business could be harmed.
+ 
+
+ 9. Because we plan to export auto parts overseas, we could be affected by disruptions in delivery.
+ 
+
+ Because we intend to export auto parts and deliver them directly to our potential customers in foreign countries, disruptions in shipping deliveries may affect us. Deliveries of our products may be disrupted through factors such as:
+ 
+
+ 
+
+ 12
+ 
+
+ 
+
+ 
+
+ (i)
+ work stoppages, strikes and political unrest;
+ (ii)
+ problems with ocean shipping, including work stoppages and shipping container shortages;
+ (iii)
+ increased inspections of import shipments or other factors causing delays in shipments; and
+ (iv)
+ Economic crises, international disputes and wars. 
+ 
+
+ Any of the foregoing disruptions could disrupt our operations and lead to a complete loss of your investment.
+ 
+
+ 10. Our future operating results may fluctuate and may fail to meet market expectations, which could adversely affect the market price of our common stock.
+ 
+
+ We expect that our revenue and operating results will continue to fluctuate from quarter to quarter due to various factors, many of which are beyond our control. If our quarterly revenue or operating results fall below the expectations of investors or securities analysts, the price of our common stock could significantly decline. 
+ 
+
+ The factors that could cause our operating results to fluctuate include, but are not limited to:
+ 
+
+ 
+ price competition on the Internet or among offline retailers for auto parts;
+ 
+ our ability to attract visitors to our websites and convert those visitors into customers;
+ 
+ our ability to maintain and expand our supplier and distribution relationships;
+ 
+ the effects of seasonality on the demand for our products;
+ 
+ our ability to accurately forecast demand for our products and maintain appropriate inventory levels;
+ 
+ our ability to build and maintain customer loyalty;
+ 
+ the success of our brand-building and marketing campaigns;
+ 
+ technical difficulties, system downtime or Internet brownouts; and
+ 
+ 11. Currency rate fluctuations may have a negative effect on our profitability.
+ 
+
+ We will endeavor to source our potential clients around the world, so we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.
+ 
+
+ 
+
+ 13
+ 
+
+ 
+
+ 12. We are dependent upon third parties for distribution and fulfillment operations with respect to many of our products.
+ 
+
+ We have limited control over how and when orders are fulfilled. We will have limited control over the products that our distributors purchase or keep in stock. Most of our vendors will not set aside any amount of inventory to fulfill our orders or to give our orders priority over other resellers to whom they sell. Our distributors may not accurately forecast the products that will be in high demand or they may allocate popular products to other resellers, resulting in the unavailability of certain products for sale on our websites. Any inability to offer a broad array of products at competitive prices and any failure to deliver those products to our future customers in a timely and accurate manner may damage our reputation and could cause us to lose customers. 
+ 
+
+ US Parts Online Inc. does not have long-term arrangements with any of its vendors to guarantee availability of merchandise, particular payment terms or credit terms. If US Parts Online Inc. vendors were to stop selling merchandise (including as a result of one or more vendor bankruptcies or due to poor economic conditions), US Parts Online Inc. may then be unable to procure products from other vendors in a timely and efficient manner and on acceptable terms, or even at all.
+ 
+
+ 13. If we fail to offer a broad selection of products and brands at competitive prices to meet our customers demands, our revenue could decline.
+ 
+
+ We must successfully offer, on a continuous basis, a broad selection of auto parts that meet the needs of our future customers. Our auto parts will used by consumers for a variety of purposes, including repair, performance, improved aesthetics and functionality. In addition, to be successful, our product offerings must be broad and deep in scope, competitively priced, well-made, innovative and attractive to a wide range of consumers. We cannot predict with certainty that we will be successful in offering products that meet all of these requirements. If our product offerings fail to satisfy our customers requirements or respond to changes in customer preferences, our future revenue could decline.
+ 
+
+ 14. We could be liable for breaches of security on our websites.
+ 
+
+ A fundamental requirement for e-commerce is the secure transmission of confidential information over public networks.. We may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by any breach. We will rely on licensed encryption and authentication technology to provide the security and authentication necessary for secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the algorithms that we will use to 
+ 
+
+ 
+
+ 14
+ 
+
+ 
+
+ protect customer transaction data. In the event someone circumvents our security measures, it could seriously harm our business and reputation and we could lose customers. Security breaches could also expose us to a risk of loss or litigation and possible liability for failing to secure confidential customer information.
+ 
+
+ 15. If we do not respond to technological change, our websites could become obsolete and our financial results and conditions could be adversely affected.
+ 
+
+ We will maintain website which require substantial development and maintenance efforts and significant technical and business risks. To remain competitive, we must enhance and improve constantly the responsiveness, functionality and features of our website. The Internet and the e-commerce industry are characterized by rapid technological change, the emergence of new industry standards and practices and changes in customer requirements and preferences. Therefore, we may be required to license emerging technologies, enhance our website, develop new services and technology that address the increasingly sophisticated and varied needs of our prospective customers, and adapt to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner. Our ability to remain technologically competitive may require substantial expenditures and lead time and our failure to do so may harm our business and results of operations.
+ 
+
+ 16. There is no minimum offering amount or no escrow account. Offering proceeds shall be deposited directly into our operating account. Because we are not making provisions for a refund to investors, you may lose your entire investment.
+ 
+
+ Even though our business plan is based upon the complete subscription of the common shares offered through this offering, the offering makes no provisions for refund to an investor. We will utilize all amounts received from newly issued common stock purchased through this offering even if the amount obtained through this offering is not sufficient to enable us to go forward with our planned operations. Any funds received from the sale of newly issued stock will be placed into our corporate bank account. We do not intend to escrow any funds received through this offering. Once funds are received as a result of a completed sale of common stock being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management.
+ 
+
+ 17. Because our current president has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
+ 
+
+ Dmitrijs Podlubnijs, our President, currently devotes approximately 50% of his time to our operations only. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our 
+ 
+
+ 
+
+ 15
+ 
+
+ 
+
+ business. The loss of Mr. Podlubnijs to our company could negatively impact our business development.
+ 
+
+ 18. Because our sole officer and director will own 38.5% or more of our outstanding common stock, if maximum offering shares are sold, he will make and control corporate decisions that may be disadvantageous to minority shareholders.
+ 
+
+ If maximum offering shares will be sold, Mr.Podlubnijs, our sole officer and director, will own 38.5% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr.Podlubnijs may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.
+ 
+
+ 19. It is likely that we will add additional transaction costs and delays to our clients transactions.
+ 
+
+ Most of our manufacturers and suppliers have their own websites where purchasers can buy the supplies we intend to sell. It is likely that we will add additional transaction costs to our clients because we will need to pass on the additional costs of running our company. We could be subject to increased shipping cost and delays as well as the potential inability of our third-party transportation providers to deliver on a timely basis.
+ 
+
+ 20. As an emerging growth company under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements. 
+ 
+
+ We qualify as an emerging growth company under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: 
+ -
+ have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; 
+ -
+ comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); 
+ -
+ submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay and say-on-frequency; and 
+ -
+ disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive s compensation to median employee compensation. 
+ 
+
+ 
+
+ 16
+ 
+
+ 
+
+ 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. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
+ 
+
+ We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
+ 
+
+ Until such time, however, we cannot predict if investors will find our common stock less attractive because we may 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.
+ 
+
+ 21. Our target market is a niche market and because of the lack of official data, there may be a limited market for U.S.-based parts for U.S. made cars in Europe. This potentially limited market may inhibit the growth of our business or result in unpredictable revenues.
+ 
+
+ There is no guarantee that there will be a large enough market for our goods for us to become profitable. Our business plan relies on there being a consistent market for U.S. based parts for U.S. made cars in Europe. If this market does not develop appropriately, we may be unable to grow as a company. We do not have any official data regarding the extent of this market, and as a result, we cannot be sure that the market will be able to support our business plan.
+ Risks Relating to this Offering and Ownership of Our Common Stock
+ 
+
+ 22. We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation. The liquidity of our common stock is restricted as our common stock falls within the definition of a penny stock.
+ 
+
+ Under the rules of the Securities and Exchange Commission, if the price of the registrant's common stock on the OTC Bulletin Board is below $5.00 per share, the 
+ 
+
+ 
+
+ 17
+ 
+
+ 
+
+ registrant's common stock will come within the definition of a "penny stock." As a result, the registrant s common stock is subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to:
+ 
+
+ - Make a suitability determination prior to selling penny stock to the purchaser;
+ - Receive the purchaser's written consent to the transaction; and
+ - Provide certain written disclosures to the purchaser.
+ 
+
+ These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock.
+ 
+
+ We do not have a public market in our securities. If our common stock has no active trading market, you may not be able to sell your common shares at all.
+ 
+
+ 23. We do not have a public market for our common shares. Our securities are not traded on any exchange. We cannot assure you that an active public market will ever develop. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason.
+ 
+
+ Our stock price may be volatile, which may result in losses to our stockholders
+ 
+
+ 24. The market prices of e-commerce companies generally have been extremely volatile and have recently experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to, among other things, the risk factors described in this prospectus and other factors beyond our control such as fluctuations in the operations or valuations of companies perceived by investors to be comparable to us and conditions or trends in the Internet or auto parts industries.
+ 
+
+ The stock markets have historically experienced significant price and trading volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. In particular, following initial public offerings, the market prices for stocks of Internet and technology-related companies often reach levels that bear no established relationship to the operating performance of these companies. 
+ 
+
+ These market prices are generally not sustainable and could vary widely. In the past, following periods of volatility in the market price of a public company s securities, securities class action litigation has often been initiated. Securities litigation against us could result in substantial costs and divert our management s attention from other business concerns, which could seriously harm our business.
+ 
+
+ 
+
+ 18
+ 
+
+ 
+
+ 25. We are selling this offering without an underwriter and may be unable to sell any common shares.
+ 
+
+ This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our chief executive officer, who will receive no commissions.
+ 
+
+ He will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.
+ 
+
+ 26. Our common shares are not registered under the Exchange Act. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In additional our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.
+ 
+
+ Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders or record, in accordance with Section 12(g) of the Exchange Act). As a result, although, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 169a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereunder. 
+ 
+
+ 
+
+ 19
+ 
+
+ 
+
+ Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. 
+ 
+
+ 27. State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. 
+ 
+
+ Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment. 
+ 
+
+ 28. We have not yet adopted of certain corporate governance measures. As a result, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. 
+ 
+
+ The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures. 
+ 
+
+ Because our sole director is non-independent, we do not currently have independent audit or compensation committees. As a result, the sole director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without 
+ 
+
+ 
+
+ 20
+ 
+
+ 
+
+ protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations. 
+ 
+
+ 29. 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. 
+ 
+
+ 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.
+ 
+
+ 30. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations. 
+ 
+
+ If we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs could range up to $15,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations. 
+ 
+
+ 
+
+ 21
+ 
+
+ 
+
+ 31. Should we have troubles raising the appropriate capital to continue operations, our ability to complete projects will be dependent upon a verbal lending agreement with Mr. Podlubnijs, and will be limited by his personal budget.
+ 
+
+ If we are unable to raise sufficient capital to continue operations, we have a verbal agreement with Mr. Podlubnijs that states that he will lend the company funds out of his personal budget to fund projects that he deems necessary, as determined on a project-by-project basis. As a result, we cannot guarantee that Mr. Podlubnijs will approve of or have the ability to fund any proposed project. 
+ 
+
+ FORWARD LOOKING STATEMENTS
+ 
+
+ This prospectus contains

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY Except as otherwise indicated, as used in this prospectus, references to the Company, Galt, we, us, or our refer to Galt Petroleum, Inc. The following summary highlights selected information contained in this prospectus, and it may not contain all of the information that is important to you. Before making an investment decision, you should read the entire prospectus carefully, including Risk Factors and our financial statements and related notes, included elsewhere in, or incorporated by reference into, this prospectus. Corporate Background Galt Petroleum, Inc. was incorporated under the laws of the State of Nevada on August 29, 2011. Galt was created to capitalize on the ever-growing demand for domestic oil sources and production. Galt has taken full advantage of this demand by leveraging the combined experience of personnel to turn this scarcity into opportunity. As such, our mission is to carefully identify existing and mature oil and gas leases for purchase and then to rehabilitate and revive them, resulting in lower risk oil production. Our independent public accounting firm has issued an audit opinion, which includes a statement that the results of our operations and our financial condition raise substantial doubt about our ability to continue as a going concern. Where You Can Find Us Our offices are currently located at Galt Petroleum, Inc., 175 South Main St., 15th Floor, Salt Lake City, Utah, 84111. Our telephone number is (801) 719-7258. Summary of the Offering Securities being registered by the Selling Security Holders: 328,000 shares of common stock Offering price: $1.00 per share until a market develops and our shares are quoted on the OTC Bulletin Board or another quotation board (such as OTC QB) and thereafter at market prices or prices negotiated in private transactions Newly issued common stock being registered pursuant to the Primary Offering: 1,000,000 shares of common stock Offering price: $1.00 per share Number of shares outstanding prior to the offering: 4,000,000 shares of common stock Number of shares outstanding after the offering: 5,000,000 shares of common stock Market for the common stock: There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-The-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Use of proceeds: We will receive approximately $1,000,000 in gross proceeds if we sell all of the shares in the Primary Offering, we will receive estimated net proceeds of approximately $967,736.42 if we sold all of those shares. We will receive none of the proceeds from the sale of shares by the Selling Security Holders. See Use of Proceeds for a more detailed explanation of how the proceeds from the Primary Offering will be used.

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+Prospectus summary This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that is important to you. Before investing in our common stock, you should read this prospectus carefully in its entirety, especially the risks of investing in our common stock that we discuss in the "Risk Factors" section of this prospectus and the financial statements and related footnotes beginning on page F-1. In this prospectus, unless otherwise stated or the context otherwise requires, references to "SFX" and "the Company" refer to SFX Entertainment, Inc. and references to "we," "us," "our" and similar references refer to SFX Entertainment, Inc. together with its consolidated subsidiaries, in each case after giving effect to our completed acquisitions, the planned acquisitions disclosed herein, and the formation of our joint venture. To date, SFX has acquired four businesses and acquired an interest in one joint venture. SFX also expects to complete four acquisitions simultaneously with or shortly after the closing of this offering: its acquisition of (1) 100% of the worldwide business (the "ID&T Business") of ID&T NewHolding B.V. (such entity, together with One of Us B.V. (f/k/a ID&T Holding B.V.), "ID&T"), which includes the acquisition of the remaining interests in ID&T/SFX North America LLC, its North American joint venture with ID&T (the "ID&T JV"), (2) 100% of i-Motion GmbH Events & Communication ("i-Motion"), (3) 100% of Totem Onelove Group Pty Ltd and Totem Industries Pty Ltd (collectively, "Totem") and (4) a 70% equity interest in Made Event, LLC and EZ Festivals, LLC (collectively, "Made"). Although we consider these acquisitions to be "probable" within the meaning of Rule 3-05 of Regulation S-X and present information herein on a basis that assumes we complete these acquisitions, their consummation remains subject to closing conditions and other potential impediments. Therefore, we cannot provide any assurance that any of our planned acquisitions will be consummated. We discuss the terms of these acquisitions and the conditions to closing in "Risk Factors Risks Related to Our Acquisition Strategy" and "Business Our History and Acquisitions Planned acquisitions." One of SFX's completed acquisitions is Dayglow LLC and its affiliates (now known as SFX-LIC Operating LLC or "Life in Color"), which for accounting purposes has been determined to be the predecessor entity of SFX. We refer to our predecessor entity as our "Predecessor." SFX is not the same company as, or in any legal way connected to, SFX Entertainment Inc., which was sold to Clear Channel Communications Inc. in 2000, although the Company and SFX Entertainment Inc. do share similar founders and management teams. COMPANY OVERVIEW We believe we are the largest producer of live events and entertainment content focused exclusively on the electronic music culture ("EMC"), based on attendance and revenue. We view EMC as a global generational movement driven by a rapidly developing community of avid followers among the millennial generation. Our mission is to enable this movement by providing our fans with the best possible live experiences, music discovery and connectivity with other fans and events. We have significant and growing scale with our global live events. On a pro forma basis for our completed acquisitions, we attracted 1.3 million fans in 2012 (a 36.0% increase from 2011), and on a pro forma basis for our completed and planned acquisitions, we attracted 2.8 million fans in 2012 (a 22.2% increase from 2011). We believe the broad appeal of EMC beyond festival attendance is demonstrated by the deep engagement of our fans, which is evidenced by the time they devote to EMC-related social media and digital activities. For example, the 2012 Tomorrowland festival in Belgium had 7.9 million live views on YouTube and the official Tomorrowland long-form after movies have had over 157 million online views to date. We present leading EMC festivals and events, many of which have more than a decade of history, passionate followers and vibrant social communities. We have presented Life in Color events and two Sensation festivals and have acquired the rights to the Tomorrowland, Mysteryland and Q-Dance AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents festivals in North America. Through planned acquisitions, we expect to acquire the rights to those festivals worldwide, as well as the rights to Stereosonic, Electric Zoo, Decibel, Nature One, MayDay and Ruhr-in-Love, among others. We are continually investing in our festivals and events to add new and exciting creative elements, expand into new markets, and launch new events, all in order to provide the best entertainment experiences in the world for EMC fans. Many of the festivals we have presented or expect to present have a long history and have achieved substantial popularity and success in Europe while also attracting fans globally. For example, Tomorrowland sold out all of its approximately 180,000 tickets to the 2013 festival in Belgium in one second and saw significant demand from U.S.-based fans, each seeking to purchase multiple tickets. To meet the growing demand of the EMC community in the United States and other regions around the world, we plan to introduce some of the most popular festivals and events to certain areas for the first time. At its original location in Amsterdam, Sensation has consistently sold out since its inception in 2000, including all 37,000 tickets for 2013. Our ID&T JV has held two Sensation festivals in North America in 2013, its inaugural festival in Toronto, which attracted over 24,000 attendees, and a second festival in Oakland. We have announced three additional Sensation events in North America for 2013, which will be held in Las Vegas, Miami and New York. Our ID&T JV sold more than 120,000 tickets to the first North American Tomorrowland festival, TomorrowWorld, which we held outside of Atlanta from September 27 through September 29, 2013. We are also addressing the demand from the growing EMC community for music, engaging content and social connectivity between and around live events. A key component of this initiative is Beatport, which is the principal source of music for EMC DJs and a trusted destination for the growing EMC community. Beatport is a vital channel for over 200,000 registered DJs and artists to launch music and connect with fans. In addition, Beatport has a rapidly growing fan community, with approximately 40 million unique visitors in 2012 (according to Google Analytics), who primarily use the site to discover and stream music, follow DJs and keep abreast of EMC news, information and events. The global market directly associated with electronic dance music is projected to be approximately $4.5 billion in 2013, according to the International Music Summit Business Report. Electronic music has a history of over 20 years of mainstream popularity in Europe and has more recently evolved into a widely followed genre of music in the United States and other international markets. For example, total attendance at what are currently the five largest U.S. EMC festivals grew 41% annually from 2007 to 2012 (although there is no guarantee that this growth rate will continue in the future). This compares to 2% annual revenue growth for the overall North American concert market during the same period, according to Pollstar, a concert industry trade publication. Further reflecting this trend, in 2012 the National Academy of Recording Arts and Sciences added a Dance/Electronic category for the Grammy Awards, Billboard launched a Dance/Electronic chart, and in February 2013, a Dance/Electronic song reached #1 on the Billboard Hot 100 chart for the first time. EMC festivals and events typically feature many different artists and DJs, as well as elaborate sets, lighting and special effects centered on different creative themes. These festivals and events have become highly experiential and social happenings that are enjoyed by thousands of fans. These experiences, further propelled via social media and shared by millions of fans globally, are at the heart of the generational movement that is EMC. Our market is characterized by a high degree of ownership fragmentation, and we believe it is well positioned for consolidation. We have a disciplined acquisition strategy that utilizes our in-house expertise and experience to identify, evaluate and integrate acquisitions. We plan to implement best practices across acquired companies and provide active business development, managerial support and financial discipline to achieve operational efficiencies. This will allow us to bring our fans more and higher quality EMC experiences while preserving the unique identities of these events. We have acquired and formed, or plan to acquire simultaneously with or shortly after consummation of this offering, the following businesses in pursuit of this strategy. Table of Contents Asset/Status Ownership 2012 Events/ Festivals 2012 Total Attendance (000s) Description BEATPORT, LLC "Beatport" Completed 100 % NA NA Principal online resource and destination for EMC DJs and enthusiasts, offering music for purchase in multiple downloadable formats (including uncompressed, high quality audio files) and providing unique music discovery tools for DJs and fans. Disco Donnie Presents "DDP" Completed 100 % 600 / 8 867 Promoter of EMC events in North America since 2000, including ownership interests in large EMC festivals. ID&T Planned(a) 100 % 39 / 29 961 One of the largest content providers and producers of international EMC live events across 19 countries and four continents. ID&T-branded festivals include Tomorrowland, Mysteryland, Sensation, Q-Dance, B2S, Decibel and Defqon.1. At the same time as this acquisition, we will increase our interest in our North American joint venture with ID&T from 51% to 100%, with an economic effect as of July 1, 2013. i-Motion GmbH Events & Communication "i-Motion" Planned(b) 100 % 7 / 5 208 Leading promoter and producer of EMC festivals and events in Germany, with key brands including Nature One, Germany's largest open-air EMC festival. Life in Color "LIC" Completed 100 % 138 / 4 437 Promoter and organizer of branded events that feature live music by DJs, acrobatic acts and "paint blasts." Made Event, LLC and EZ Festivals, LLC collectively, "Made" Planned(c) 70 % 14 / 1 130 Promoter and producer of EMC festivals and events in the United States, including Electric Zoo, held annually in New York City. MMG Nightlife LLC "MMG" Completed 80 % NA NA Management company that manages some of the most popular EMC venues in South Beach, Florida. Totem Onelove Group Pty Ltd and Totem Industries Pty Ltd collectively, "Totem" Planned(d) 100 % 15 / 5 247 Promoter and producer of leading Australian EMC festival, Stereosonic, a five city touring outdoor festival held annually in summer (November/December) in conjunction with a touring and promotion business. (a)If our acquisition of the worldwide business (the "ID&T Business") of ID&T does not close by October 31, 2013 (which may be extended to November 15, 2013 under certain circumstances), SFX Entertainment, Inc. 430 Park Avenue New York, New York 10022 (646) 561-6400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents One of Us Holding B.V., the seller of the ID&T Business (the "ID&T Seller"), will be entitled to terminate the stock purchase agreement and retain all acquisition consideration paid to date by us to the ID&T Seller. (b)If we do not complete this offering by October 16, 2013, then each party to the i-Motion share purchase agreement will be entitled to rescind the agreement by giving written notice to the other party. (c)If this acquisition does not close by October 31, 2013, the principals of Made are entitled to retain our advance of $3.75 million. If we fail to close this acquisition by the applicable deadline, we may be required to renegotiate the terms of the acquisition in their entirety. (d)If this acquisition does not close by October 31, 2013, for any reason other than a breach of the asset contribution agreement by Totem, Totem will be entitled to retain our deposit of AUD$5.0 million (or $4.8 million as of May 22, 2013). We have agreed to the following terms in respect of the four planned acquisitions described above. We intend to use the proceeds of this offering to fund the cash portion of the consideration for these acquisitions and consummate them simultaneously with or shortly after the closing of this offering. Under a stock purchase agreement with the ID&T Seller, we have agreed to acquire 100% of the equity interests of ID&T (the "ID&T Acquisition"). On March 20, 2013, we paid $2.5 million in cash and issued 2,000,000 shares of our common stock as consideration for an option to purchase a 75% ownership interest in the ID&T Business (the "ID&T Option"). On August 8, 2013, in connection with our exercise of the ID&T Option, we paid an advance of $10.0 million to the ID&T Seller and caused a $7.5 million non-recourse loan that ID&T/SFX North America LLC (the "ID&T JV") made to ID&T to be transferred to the ID&T Seller, effectively cancelling the repayment obligation for that loan. On September 23, 2013, we signed an agreement to purchase the remaining 25% interest in the ID&T Business not covered by the ID&T Option. Upon closing the ID&T Acquisition, we will pay additional cash consideration of $50.4 million and issue to the ID&T Seller $10.4 million of our common stock at the price to the public in this offering and a $10.4 million promissory note that matures in June 2014 and bears an interest rate of 3.0%. At closing, we will also make a cash payment to settle certain working capital adjustments that we preliminarily estimate to be $5.9 million. The final working capital adjustment will be based on final analysis subsequent to the close of the ID&T Acquisition. Following the closing of the ID&T Acquisition, our ownership interest in the ID&T JV will increase from 51% to 100%, with an economic effect as of July 1, 2013. Under a share purchase agreement with i-Motion, our acquisition of the 100% ownership interest of i-Motion will cost (i) $16.0 million (or, if greater, the U.S. dollar equivalent of 12.6 million, based on the exchange rate on the day prior to closing) in cash and (ii) $5.0 million (or, if greater, the U.S. dollar equivalent of 3.9 million, based on the exchange rate on the day prior to closing) in shares of our common stock at the price to the public in this offering. We have entered into an asset contribution agreement with Totem, under which we have agreed to pay AUD$90.0 million, consisting of AUD$75.0 million (or $70.4 million) in cash and AUD$15.0 million (or $14.1 million) in shares of our common stock at the price to the public in this offering to acquire 100% of Totem. The cash payment is divided into three parts, a deposit of AUD$5.0 million (or $4.8 million as of May 22, 2013) that we funded on May 22, 2013, AUD$65.0 million (or $61.1 million) to be paid at closing and AUD$5.0 million (or $4.7 million) to be paid by February 28, 2014. We have entered into a membership interest purchase agreement with Made, under which we have agreed to pay $35.0 million, consisting of $20.0 million in cash, $5.0 million in our common stock at the lower of $12.75 per share or the price to the public in this offering and $10.0 million in promissory notes for a 70% ownership interest in Made. On June 24, 2013, we advanced Robert F.X. Sillerman Chief Executive Officer and Chairman SFX Entertainment, Inc. 430 Park Avenue New York, New York 10022 (646) 561-6400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents $2.5 million towards the purchase price for this transaction, and on August 21, 2013, we advanced an additional $1.25 million towards the purchase price. We will be required to purchase in 2018 the remaining 30% that is not being sold. We describe the terms of these planned acquisitions in greater detail under "Business Our History and Acquisitions Planned acquisitions." Although, we consider each of these acquisitions to be a "probable acquisition" for the purposes of Rule 3-05 of Regulation S-X, in each case, there are substantial potential impediments that could cause us to fail to close a given acquisition or otherwise prevent it from being successful. For more information, see "Risk Factors Risks Related to Our Acquisition Strategy." Currently, we generate revenue from several sources. These include the sale of products on Beatport and the sale of merchandise at live events (19.6% and 26.2% of total revenue on a pro forma basis for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively), service revenues earned from ticket sales and food and beverage concession fees (63.9% and 56.9% of total revenue on a pro forma basis for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively), and other sources of service revenue including promoter fees, license fees, sponsorships and management fees (collectively, 16.5% and 16.9% of total revenue on a pro forma basis for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively). On a pro forma basis for our completed and planned acquisitions, we generated revenue of $238.6 million and Adjusted EBITDA of $14.6 million and incurred a net loss of $67.4 million for the year ended December 31, 2012, and generated revenue of $92.3 million and Adjusted EBITDA of $(15.2) million and incurred a net loss of $71.3 million for the six months ended June 30, 2013. COMPETITIVE STRENGTHS We believe we are the largest company exclusively focused on the EMC community, with innovative festivals, live events and premier managed venues. In addition, we attract a large and growing community of EMC followers and key influencers around the world. History of creativity and innovation. We create and produce what we believe are many of the most recognized and well attended EMC festivals and events in the world, including, on a historical basis, Life in Color and Sensation, and, on a pro forma basis for our completed and planned acquisitions, Tomorrowland, Mysteryland, Q-Dance, Stereosonic, Electric Zoo, Decibel, Nature One, MayDay and Ruhr-in-Love. At our events and festivals, we use artistic, interactive, performance and visual elements, in addition to the music, to create an all-encompassing and compelling fan experience. For example, Life in Color shows include acrobatic acts and "paint blasts" in addition to DJs, and our other festivals include production elements such as elaborate sets, themes, lasers, fog machines and videos. We believe the appeal of our festivals and events is demonstrated by consistent attendance growth and ticket demand that often outstrips the available capacity. For example, in 2013, Tomorrowland sold out its 180,000 tickets, which was more than triple the tickets it sold in 2009. Active, year-round relationship with the large and growing EMC community. We use social media, engaging content and our online property, Beatport, to maintain an active relationship with trend setters and influencers in the broader EMC community, including professional DJs, bloggers and passionate consumers. Beatport has a large community of influencers, including over 200,000 registered DJs. Beatport also has a Klout score (an aggregated measure of social media activity and influence) of 91 out of 100, comparable with other high profile music services such as Spotify (91) and iTunes (93) as of August 2013. While Beatport experienced net losses of $1.5 million in 2012 and $1.4 million in 2011, we believe our ability to create closer partnerships between Beatport and the most important EMC festivals and events will enable us to deliver more to the EMC community between and around live events. Copies to: Aron Izower Reed Smith LLP 599 Lexington Avenue New York, New York 10022 (212) 521-5400 Colin Diamond F. Holt Goddard White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 Table of Contents Substantial global scale and diversification. We believe our scale and diversification enables us to serve our fans more effectively than other participants in the EMC market that have typically focused on one geographic market or a narrow portfolio of events. On a pro forma basis for our completed acquisitions in 2012, we produced 12 festivals (defined as having an attendance of 10,000 or more fans) and 738 events (defined as having attendance of fewer than 10,000 fans). On a pro forma basis for our completed and planned acquisitions in 2012, we produced 52 festivals and 813 events. Together these attracted 2.8 million attendees in 2012 and included large and small scale events, presented in 25 countries on five continents, that targeted different subsets of the EMC community. In addition, our managed EMC venues hosted over 400,000 attendees and our online properties attracted millions of users around the world in the year ended December 31, 2012. Early access to emerging talent and trends. Through our managed venues, Beatport and relationships with influencers, we are able to identify new trends and support new artists, introducing them across our network. Our premier managed EMC venues in South Beach, Florida have proven to be a breeding ground for some of the top DJs in the industry. Similarly, Beatport serves as an important channel for DJs to gain recognition. In addition to influential charts and other discovery tools, Beatport hosts mix contests and other programs to support aspiring DJs. For example, Zedd, one of today's leading DJs, was discovered after he won several remix contests on Beatport and has gone on to play at several of our venues and festivals. Experienced management team. We believe our management team's reputation and experience in music, live entertainment, consumer internet and related businesses make us a valuable partner to creative talent, independent operators and the EMC community more broadly. Members of our senior management team have previously built businesses in live events and entertainment and executed and integrated a number of acquisitions during their careers. We also believe our management's experience strengthens our ability to effectively integrate and operate our acquired businesses. We are an early stage company that has not yet taken full advantage of these strengths, and we are not yet profitable due to the costs associated with startup activities, including making acquisitions, the limited time integrating and managing the businesses we have acquired and intend to acquire and because certain of our completed and planned acquisition targets were not yet profitable at the time of their acquisition. In addition, some of these companies have experienced increased costs in connection with their own growth strategies, resulting in declines in net income, such as ID&T, which increased revenue from 2011 to 2012, but suffered a decline in net income from 3.6 million (or $4.6 million) to 1.1 million (or $1.5 million) during the same period. GROWTH STRATEGY Our goal is to grow our business by supporting the development of the EMC movement. Key elements of our strategy include the following. Enhance the fan experience. We strive to continually enhance the experience that new and existing fans enjoy at our live events or online. Our live events include innovative and state-of-the-art sets and performer lineups, featuring both top talent and up-and-coming artists. We are pursuing many initiatives to enhance the fan experience, including continuing to invest in leading edge production, providing smart tickets/event passes, facilitating high quality travel and accommodation logistics, using wireless technologies to ease on-site logistics and social media interaction and featuring quality concessions in partnership with top-tier food and beverage partners. We plan to complement our fans' experience at live events by meeting their demand for information, quality content and connectivity with artists and the broader EMC community away from and around the events. Grow our partnerships. We believe the value of the experiences we offer is compelling enough to attract one or more partners willing to support multiple free events, sponsorship of festivals or our platform generally, and other fan-friendly initiatives. We are in advanced discussions with several Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Table of Contents such partners, which we call our "revolution partners," to support these initiatives and enhance the access and experience of our fans. We and our planned acquisitions have already attracted multiple well known, corporate brand partners, such as Anheuser-Busch, Heineken, Labatt and Samsung, including for multi-event and repeat sponsorships. In addition, we received a strategic investment from WPP, one of the largest global advertising agencies, in April 2013. Going forward, we intend to expand these partnerships to enable us to offer innovative services and further enhance our fans' experience at our live events and across our digital offerings. Bring our festivals into new markets and expand current offerings. Many of our EMC festivals and events are well known, have an existing global following and have begun to expand geographically. We are using our considerable resources, including managerial talent and local expertise, to accelerate the expansion of our festivals and events into new geographies, many of which have an underserved EMC fan community. For example, in 2012, Tomorrowland, a festival produced by ID&T, one of our planned acquisitions, saw demand from approximately 200,000 U.S.-based fans seeking to purchase multiple tickets each, of which only 2,000 were successful. We intend to bring some of the most successful festivals in the world to North America, including TomorrowWorld, the first international version of Tomorrowland, which our ID&T JV presented outside of Atlanta from September 27 through September 29, 2013, selling more than 120,000 tickets. In response to increasing demand for our events, we are also expanding some of our festivals by increasing their length and capacity. For example, in 2010, Tomorrowland was a two-day festival, with an attendance of 45,000 per day (90,000 total). In 2013, Tomorrowland lasted three days, and we sold 60,000 tickets, the maximum capacity, for each of the three days (180,000 total). Foster deeper engagement within the EMC community. We believe our scale of festivals and events, combined with our new generation of executive talent, helps us support the growth of the EMC community. Creating and mixing electronic music is a collaborative process that is highly accessible given the ready availability of music and mixing tools. In addition, the music is typically enjoyed as part of a communal experience, which in turn is commonly shared and perpetuated via social media. We seek to improve our fans' experiences by responding to their growing demand to engage with EMC content and the EMC community. We also plan to create closer partnership and integration between our online properties, such as Beatport, and live EMC happenings to enhance the fan experience between and around events. Acquire and integrate leading live event and online properties. We seek to acquire the highest quality festivals, event operators and promoters worldwide, as well as other businesses that are important to the EMC community. We have completed four acquisitions and acquired an interest in one joint venture to date, and we plan to close four more acquisitions on or shortly after the closing of this offering. We are also in active negotiations to acquire several other businesses. To mitigate acquisition risks, we typically seek to retain management teams of the acquired companies under long-term agreements and incentivize them to continue to manage the operations and expansion of the businesses. In addition, we intend to use our senior management's expertise in live events, consumer internet and EMC broadly, to promote best practices across our entire network in order to enhance the fan experience, improve operating and financial performance and ensure the health and safety of our fans, all while allowing producers to maintain creative independence. RISKS RELATED TO OUR BUSINESS Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our common stock. There are several risks related to our business that are described under the section titled "Risk Factors" elsewhere in this prospectus. Among these important risks are the following: Our success relies, in part, on the strength of our festival and online properties' appeal to fans, and if any of them were to become less popular, our business could suffer. Notes to consolidated financial statements (Continued) (in thousands except share data) are classified in stockholders' equity. The Company has estimated the fair value of these warrants as $3,190 at December 31, 2012 using the Black-Scholes option pricing model. Warrants issued Strike Price 100,000 $ 0.01 700,000 $ 5.00 700,000 $ 7.50 700,000 $ 10.00 The following assumptions were used to calculate the fair value of the Company's warrants on the date of grant: 2012 2011 Risk-free interest rate 1.18 % N/A Dividend yield N/A Volatility factors 60 % N/A Weighted average expected life (in years) 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents We can give no assurance as to when, or if, we will consummate our planned acquisitions. We may be unsuccessful in developing and expanding our music, video and other content offerings. We are vulnerable to the potential difficulties associated with rapid growth. The number of EMC festivals and events may grow faster than the public's demand which could make it difficult for us to attract customers to our festivals and events. A number of other companies are seeking to make acquisitions in our industry, which may make our acquisition strategy more difficult or expensive to pursue. Our business and growth may suffer if we are unable to attract and retain key officers or employees, including our Chairman and Chief Executive Officer, Robert F.X. Sillerman, including any loss of officers or employees due to illness or other events outside of our control. We may be unsuccessful in our future acquisition endeavors, if any, which may have an adverse effect on our business; in addition, some of the businesses we acquire may incur significant losses from operations. We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock that would dilute your ownership. Some of our stockholders have repurchase rights that require us to purchase their shares under certain conditions, and our financial position would be adversely impacted if those stockholders exercise such rights. See "Description of Capital Stock Repurchase Rights" for the terms of the repurchase rights. We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act and Section 3(a)(80) of the Exchange Act. Pursuant to Section 102 of the Jumpstart Our Business Startups Act (the "JOBS Act"), we have provided reduced executive compensation disclosure and have omitted a compensation discussion and analysis from this prospectus. Pursuant to Section 107 of the JOBS Act, we have elected to 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. Under the NASDAQ rules, a company of which more than 50% of the voting power is held by a person or group of persons acting together is a "controlled company" and may elect not to comply with certain NASDAQ corporate governance requirements. Robert F.X. Sillerman, who is our founder, Chief Executive Officer and Chairman of our board of directors, controls 58.8% of our voting power. Assuming that we sell the number of shares set forth on the cover page of this prospectus, after this offering Mr. Sillerman would control approximately 46.7% of our voting power (or 45.3% if the underwriters fully exercise their over-allotment option). Mr. Sillerman also holds unvested options to purchase 11,350,000 shares of our common stock, which, if exercised after vesting, would increase his voting power. If Mr. Sillerman were to hold greater than 50% of our voting power, we would be eligible to take advantage of this "controlled company" exemption. We do not, however, plan to take advantage of such exemption. We have grown our business principally through acquisitions, and we have indebtedness of approximately $75.0 million as of September 30, 2013 in connection with our acquisition strategy, including $75.0 million under the First Lien Term Loan Facility. This level of indebtedness involves substantial risks, including that we may not be able to repay or refinance this indebtedness at maturity. You should read, "Risk Factors Risks Related to our Acquisition Strategy We have incurred significant indebtedness in connection with our growth strategy, which may grow with future acquisitions, and this increases risk for holders of our common stock and could adversely affect our profitability and financial condition" for a discussion of risks related to our level of indebtedness. 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 preliminary 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. PRELIMINARY PROSPECTUS Subject to Completion October 2, 2013 16,666,667 Shares SFX Entertainment, Inc. Common Stock Table of Contents OUR HISTORY SFX was incorporated in the State of Delaware on June 5, 2012. Between June 5, 2012 and February 13, 2013, SFX was named SFX Holding Corporation. We started our business on July 7, 2011 as SFX EDM Holdings Corporation, which is now a wholly-owned subsidiary of SFX Entertainment, Inc. Our principal executive offices are located at 430 Park Avenue, 6th Floor, New York, New York 10022 and our telephone number is (646) 561-6400. All trademarks and product names or brands appearing in this prospectus are the property of their respective owners. Combined notes to the financial statements (Unaudited) (Continued) June 30, 2013 and 2012 Intangibles (Continued) Amortizable intangible assets, trademarks, at each period end consist of the following: Trademarks Period end Years to next renewal * Gross Accumulated amortization Net AUD AUD AUD June 30, 2013 7.5 26,717 5,300 21,417 June 30, 2012 8.5 18,316 2,988 15,328 December 31, 2012 8 23,120 4,143 18,977 December 31, 2011 This is an initial public offering of our common stock. No public market currently exists for our common stock. We are selling all of the shares of common stock offered by this prospectus. We expect the public offering price to be between $11.00 and $13.00 per share. Our common stock has been approved for listing on the The Nasdaq Global Select Market under the symbol "SFXE." We are an "emerging growth company," as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in "Risk Factors" beginning on page 15 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. Per Share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1)See "Underwriting" for a description of the compensation payable to the Underwriters. The underwriters may also purchase up to an additional 2,500,000 shares of our common stock at the public offering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $ and our total proceeds, after underwriting discounts and commissions but before expenses, will be $ . The underwriters are offering the common stock as set forth under "Underwriting." Delivery of the shares will be made on or about , 2013. UBS Investment Bank Jefferies Deutsche Bank Securities The number of shares of common stock that will be outstanding after this offering is based on 63,614,154 shares outstanding as of September 30, 2013, and excludes: 21,438,500 shares of common stock issuable upon the exercise of options to purchase common stock that were outstanding as of September 30, 2013, with a weighted average exercise price of $5.38 per share, and options to purchase approximately 665,000 shares of common stock with an exercise price equal to the price per share to the public in this offering, which we intend to issue at the pricing of this offering; Table of Contents 233,000 shares of restricted stock to Mr. Sillerman, which we intend to issue immediately prior to the closing of this offering; 500,000 shares of common stock issuable upon the exercise of warrants to purchase common stock that were outstanding as of September 30, 2013, with a weighted average exercise price of $2.50 per share; 2,646,500 shares of common stock available for future issuance under our 2013 Equity Compensation Plan; and approximately 2,852,800 shares of common stock (based on the midpoint of the price range set forth on the cover of this prospectus) we expect to issue in order to close our pending acquisitions. Unless otherwise indicated, all information in this prospectus: assumes the underwriters do not exercise their option to purchase additional shares; and assumes the shares are offered at $12.00 per share (the midpoint of the price range set forth on the cover of this prospectus). We have also filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (the ``resale registration statement") relating to the offering and sale from time to time of up to 26,197,277 shares of our common stock by certain of our existing stockholders named as selling stockholders therein. The offer and sale of these shares are not included in the registration statement of which this prospectus is a part, and none of those shares will be included in this offering. In the event that any of the selling stockholders sell shares of our common stock under the resale registration statement, we will not receive any proceeds from those sales. Each of the selling stockholders have signed lock-up agreements with our underwriters that prohibit them, subject to certain exceptions, from selling their shares during the period ending 180 days after the date of this prospectus, and many of them have signed separate lock-up agreements with us. We intend for the resale registration statement to be declared effective by the SEC following the effectiveness of this prospectus and after we have closed one or more of our planned acquisitions. Notes to financial statements (Continued) Concentrations Financial instruments which potentially subject the Company to credit risks consist primarily of excess cash over insured limits by the Federal Deposit Insurance Corporation and concentration of trade receivables and payables. At times throughout the year cash balances may be in excess of the Federal Deposit Insurance Corporation. Concentration of credit risk in amounts due from and to promoters is generally not diversified due to the limited number of promoters that the Company works with. The following tables represent a breakdown of concentrations at December 31, 2011 and 2010: Percentage of Due from Promoters at December 31, 2011 2010 Promoter A 21 % 27 % Promoter B 24 % * Promoter C * 39 % Promoter D * Table of Contents Summary historical consolidated financial information and other data The following table sets forth the summary historical and pro forma consolidated financial information for SFX Entertainment, Inc. (Successor), or "SFX," and the summary historical financial information for Life in Color or "LIC" (Predecessor). The historical results of operations for SFX, as Successor, for the year ended December 31, 2011 do not reflect any of the operations of LIC, as Predecessor. The historical results of operations for SFX, as Successor, for the year ended December 31, 2012 reflect the operations of LIC only from the date of our acquisition of LIC on July 31, 2012. We derived the summary historical consolidated financial data for SFX as of and for the years ended December 31, 2011 and December 31, 2012 from the audited consolidated financial statements you can find elsewhere in this prospectus. We derived the summary historical consolidated financial data for LIC as of and for the year ended December 31, 2011, for the period from January 1, 2012 through July 31, 2012 and as of July 31, 2012 from the audited consolidated financial statements you can find elsewhere in this prospectus. We derived the summary historical consolidated financial data for SFX as of June 30, 2013 and for the three and six months ended June 30, 2012 and 2013 from the unaudited consolidated financial statements you can find elsewhere in this prospectus. We derived the summary unaudited pro forma condensed combined financial data for SFX for the year ended December 31, 2012 and as of and for the three and six months ended June 30, 2013 from the unaudited pro forma condensed combined financial statements you can find elsewhere in this prospectus. These pro forma financial data give effect to our completed and planned acquisitions, our issuances and sales of equity that have occurred since January 1, 2012, and our subsidiary's borrowing under the First Lien Term Loan Facility, as if each of these had occurred on January 1, 2012 (in the case of the consolidated income data) and on June 30, 2013 (in the case of the consolidated balance sheet data). You should read these data in conjunction with the information set forth under "Unaudited Pro Forma Condensed Combined Financial Information," which describes these transactions and the related adjustments in greater detail. The financial data set forth below are only a summary and are not complete. They also do not necessarily indicate or represent anything about our future operations. You should read these summary financial data in conjunction with the disclosure under "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Financial Information and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the related notes thereto included elsewhere in this prospectus. (1)We define Adjusted EBITDA as net income (loss) before other income (loss), interest expense, income taxes, depreciation and amortization, equity-based compensation expense, and non-recurring items. Adjusted EBITDA is not a recognized term under U.S. generally accepted accounting rules ("GAAP") and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. We present Adjusted EBITDA in this prospectus to provide investors with supplemental information regarding our financial results and operating performance. Adjusted EBITDA should not be used as an indicator of, or an alternative to, net income (as determined in accordance with GAAP) as a measure of our operating performance or to net cash provided by operating, investing or financing activities (as determined in accordance with GAAP) or as a measure of our ability to meet cash needs. (a)Other (income) expense represents gain on a sale of assets and other miscellaneous non-recurring items. (b)These include acquisition related costs at acquired entities. These do not include expenses incurred in connection with SFX's formation, the evaluation, negotiation and consummation of acquisitions and this offering and the resale shelf registration statement, which were $0, $0, $101, $8,330, $8,562, $8,330 and $8,562, respectively. (c)Represents ID&T's non-consolidated affiliates' share of interest expense, income taxes and depreciation and amortization. TABLE OF CONTENTS

parsed_sections/prospectus_summary/2013/CIK0001554947_interups_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "INTERUPS INC.." REFERS TO INTERUPS INC. BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. The following summary is qualified in its entirety by the more detailed information and the financial statements and notes thereto appearing elsewhere in this Prospectus. Prospective investors should consider carefully the information discussed under "RISK FACTORS" and "USE OF PROCEEDS" sections, commencing on pages and , respectively. An investment in our securities presents substantial risks, and you could lose all or substantially all of your investment. General Interups Inc. was incorporated under the laws of the state of Nevada on April 11, 2012. Our principal executive offices are located at 2360 Corporate Circle Suite 400, Henderson NV 89074. Our phone number is (718)717-2607 Business We are a development stage company formed to provide secure and reliable connections for merchants to consumers by offering goods and services at a discount prices. Going Concern From inception until the date of this filing, we have had no revenues and very limited operating activities. Our financial statements from inception April 11, 2012 through November 30, 2012 reports no revenue and net loss of $8,295. Our independent registered public accounting firm has issued an audit opinion for Interups Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. 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. Risk Factors See "Risk Factors" and other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. Common shares outstanding prior to Offering 4,000,000 Common Shares Being Offered 10,000,000 self-underwritten, best-efforts offering with no minimum subscription requirement. Duration of the Offering The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 common shares is completed; (ii) one year from the date of this prospectus; or (iii) prior to one year at the sole determination of the board of directors. SELECTED FINANCIAL DATA The summarized financial data presented below is derived from, and should be read in conjunction with, our financial statements and related notes from April 11, 2012 (date of inception) to November 30, 2012, included on Page F-1 in this prospectus. The summarized financial data presented below is derived from, and should be read in conjunction with, our financial statements and related notes from April 11, 2012 (date of inception) to November 30, 2012, included on Page F-1 in this prospectus. As of November 30, 2012 ----------------- (unaudited) BALANCE SHEET Total Assets $ 3,042 Total Liabilities $ 7,337 Stockholders' Equity (Deficit) $ (4,295) Period from April 11, 2012 (date of inception) to November 30, 2012 ----------------- INCOME STATEMENT Revenue $ -- Total Expenses $ 8,295 Net Loss $ 8,295

parsed_sections/prospectus_summary/2013/CIK0001554970_brushy_prospectus_summary.txt

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CIK0001555012_np_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001555013_np-losee_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001555032_np-palace_prospectus_summary.txt

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+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001555214_wally_prospectus_summary.txt

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+Prospectus Summary
+
+ 1
+
+Summary Financials
+
+ 3
+
+Risk Factors
+
+ 4
+
+Use of Proceeds
+
+ 12
+
+Determination of Offering Price
+
+ 12
+
+Dilution
+
+ 12
+
+Selling Shareholders
+
+ 12
+
+Plan of Distribution
+
+ 14
+
+Description of Securities to be Registered
+
+ 15
+
+Interests of Named Experts and Counsel
+
+ 16
+
+Description of Business
+
+ 16
+
+Description of Property
+
+19
+
+Legal Proceedings
+
+19
+
+Market for Common Equity and Related Stockholder Matters
+
+19
+
+Index to Financial Statements
+
+ F-1 - F-23
+
+Management Discussion and Analysis of Financial Condition and Financial Results
+
+20
+
+Plan of Operations
+
+20
+
+Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
+
+24
+
+Directors, Executive Officers, Promoters and Control Persons
+
+24
+
+Executive Compensation
+
+25
+
+Security Ownership of Certain Beneficial Owners and Management
+
+26
+
+Transactions with Related Persons, Promoters and Certain Control Persons
+
+27
+
+ 
+
+ 
+
+Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
+
+ 
+
+You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.
+
+ 
+
+ 
+
+ 
+
+ 
+
+Table of Contents
+
+ 
+
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. In this Prospectus, the terms Wally World, Company, we, us and our refer to Wally World Media, Inc.
+
+ 
+
+Overview
+
+ 
+
+Wally World Media, Inc. was incorporated in the State of Nevada on May 17, 2012. We are a start-up business and are still developing our software and platform. Our principal business is focused on creating an internet network that allows users that register on the Company s website to place job offerings for a service on the Company s YouPop platform, a social media website. The YouPop platform is not yet operational. We are a development stage company. We are still developing the platform by building the database structure, user interface, transaction processes, notifications and payment processing system. The site is not available to the public at this time but we expect to be able to go live and introduce this platform by April 2013. We expect that our platform would list a range of micro-services (small tasks offered online for a small fee), such as a video of a personalized birthday wish, a practical joke, a dare, or creating a logo for a business. We will generate revenue by charging both the person looking for services to be provided and the service provider with a transaction fee or service charge equal to up to 15% from each transaction.
+
+ 
+
+Where You Can Find Us
+
+ 
+
+We presently maintain our principal offices at 200 Centennial Avenue, Suite 200, Piscataway, New Jersey 08854. Our telephone number is 732-377-2017.
+
+ 
+
+Implications of Being an Emerging Growth Company
+
+ 
+
+We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
+
+ 
+
+ 
+
+ 
+
+ 
+
+A requirement to have only two years of audited financial statements and only two years of related MD 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
+
+ 
+
+ 
+
+ 
+
+ 
+
+Reduced disclosure about the emerging growth company s executive compensation arrangements; and
+
+ 
+
+ 
+
+ 
+
+ 
+
+No non-binding advisory votes on executive compensation or golden parachute arrangements.
+
+ 
+
+We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act ).
+
+ 
+
+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 of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.
+
+ 
+
+We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
+
+ 
+
+For more details regarding this exemption, see Management s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies. 
+
+ 
+
+ 
+
+-1-
+
+Table of Contents
+
+ 
+
+The Offering
+
+ 
+
+Common stock offered by selling security holders
+
+ 
+
+5,480,000 shares of common stock. This number represents 23.74% of our current outstanding common stock (1).
+
+ 
+ 
+ 
+
+Common stock outstanding before the offering
+
+ 
+
+23,080,000
+
+ 
+ 
+ 
+
+Common stock outstanding after the offering
+
+ 
+
+23,080,000
+
+ 
+ 
+ 
+
+Terms of the Offering
+
+ 
+
+The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
+
+ 
+ 
+ 
+
+Termination of the Offering
+
+ 
+
+The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the

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+Summary Financial Information 
+
+The following financial information summarizes the more complete historical financial information at the end of this prospectus.
+
+ 
+
+As of November 30, 2012 (
+
+Unaudited)
+
+Balance Sheet 
+
+ 
+ 
+ 
+
+Total Assets 
+
+ 
+
+$
+
+ 29,026
+
+Total Liabilities 
+
+ 
+
+$
+
+ 217 
+
+Stockholders Equity 
+
+ 
+
+$
+
+ 28,809
+
+ 
+
+ Period from April 27, 2012 (date of inception) to November 30,2012 (Unaudited) 
+
+Income Statement 
+
+ 
+ 
+ 
+
+Revenue 
+
+ 
+
+$
+
+ -
+
+Total Expenses 
+
+ 
+
+$
+
+ 3,191
+
+Net Loss 
+
+ 
+
+$
+
+(3,191)
+
+Risk Factors related to our Business and Industry
+
+AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. WE DO NOT CURRENTLY HAVE A TRADING PRICE FOR OUR COMMON STOCK. IF AND WHEN OUR COMMON STOCK BECOME ELIGIBLE FOR TRADING ON THE OVER-THE-COUNTER BULLETIN BOARD, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. THERE IS NO ASSURANCE OUR COMMON STOCK WILL BE ELIGIBLE FOR TRADING ON THE OTCBB.
+
+BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN, THERE IS A SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.
+
+Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.
+
+WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN REVENUES OR PROFITABILITY. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY SUSPEND OR CEASE OPERATIONS.
+
+We were incorporated on April 27, 2012, and our net loss since inception is $3,191. We have very little operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to incur operating losses in the foreseeable future because we will be incurring large expenses associated with SEC filings, establishing office, website development and purchasing of additional cars for resale without generating revenues. Failure to generate significant revenues in the future will cause us to go out of business.
+
+6 | Page
+
+IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
+
+While on November 30, 2012, we had cash on hand of $29,026 we have accumulated a deficit of $3,191 in business development and administrative expenses and professional fees. Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. We anticipate that the minimum additional capital necessary to fund our planned operations for the 12-month period will be approximately $5,000 and will be needed for general administrative expenses, business development, marketing costs, support materials and costs associated with being a publicly reporting company. In order to expand our business operations, we anticipate that we will have to raise additional funding. There is no assurance that we will be able to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.
+
+We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. Management s time that may be spent trying to secure additional financing will take away time that management could spend on our operations.
+
+We are not raising any money in this offering. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole officer and director. Issuance of loans or debt instruments will have principal and interest payment obligations. Any additional funding we arrange through the sale of our common stock will result in dilution to existing shareholders. Olga Chernetckaia, our sole officer and director, has agreed to loan the Company funds to meet our obligations and complete our 12-months business plan. However, Ms. Chernetckaia has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.
+
+LACK OF REVENUES TO DATE CAUSES A SUBSTANTIAL DOUBT AS TO WHETHER WE WILL CONTINUE OPERATIONS. IF WE DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.
+
+We are a development stage company. We have incurred total losses since inception of $3,191. Accordingly, you cannot evaluate our business, and therefore our future prospects, due to a lack of operating history and small revenues. To date, our business operations have been limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock, and purchasing a car. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. In addition, there is no guarantee that we will be able to expand our business operations. Even if we expand our operations, at present, we do not know precisely when this will occur.
+
+We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
+
+WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.
+
+Our industry is highly competitive. There are many different distributors of used cars in Russia. Even though the industry is highly fragmented, it has a number of large and well established companies, which are profitable and have developed a brand name. Aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in our market.
+
+7 | Page
+
+COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.
+
+Many competitors with similar products are significantly larger and have substantially greater financial, marketing and other resources and have achieved public recognition for their services. Competition by existing and future competitors could result in an inability to secure adequate consumer relationships sufficient enough to support Company endeavors. We cannot be assured that we will be able to compete successfully against present or future competitors or that the competitive pressure we may face will not force us to cease our operations.
+
+WE MAY BE SIGNIFICANTLY AFFECTED BY CHANGING RETAIL PRICES.
+
+Any significant changes in retail prices for used and new vehicles could reduce our sales and margins. If any of our competitors seek to gain or retain market share by reducing prices for used or new vehicles, we would likely reduce our prices in order to remain competitive, which could result in a decrease in our sales and profitability and require a change in our operating strategies
+
+BECAUSE WE PLAN TO SELL MOST OF OUR CARS IN RUSSIA, WE CAN BE AFFECTED BY DISRUPTION IN THE DELIVERY.
+
+We plan to sell most of our cars in Russia. Because we plan to deliver cars directly to our customers, we believe that disruptions in shipping deliveries may affect us. Deliveries of our products may be disrupted through factors such as:
+
+- raw material shortages, work stoppages, strikes and political unrest;
+
+- fuel price increases;
+
+- problems with ocean shipping, including work stoppages and shipping;
+
+- container shortages;
+
+- increased inspections of import shipments or other factors causing delays in shipments; and
+
+- economic crises, international disputes and wars.
+
+Any of the foregoing disruptions could disrupt our operations and lead to a complete loss of your investment.
+
+BECAUSE OUR PRINCIPAL ASSETS ARE LOCATED OUTSIDE OF THE UNITED STATES AND OLGA CHERNETCKAIA, OUR SOLE DIRECTOR AND OFFICER, RESIDES OUTSIDE OF THE UNITED STATES, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL SECURITIES LAWS AGAINST US AND/OR MS. CHERNETCKAIA, OR TO ENFORCE A JUDGMENT RENDERED BY A UNITED STATES COURT AGAINST US OR MS. CHERNETCKAIA.
+
+ 
+
+Our principal operations and assets are located outside of the United States, and Olga Chernetckaia, our sole officer and director, is a non-resident of the United States. Therefore, it may be difficult to effect service of process on Ms. Chernetckaia in the United States, and it may be difficult to enforce any judgment rendered against Ms. Chernetckaia. As a result, it may be difficult or impossible for an investor to bring an action against Ms. Chernetckaia, in the event that an investor believes that such investor s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Russia may render that investor unable to enforce a judgment against the assets of Ms. Chernetckaia. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.
+
+Additionally, because of our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws.
+
+OUR SOLE OFFICER AND DIRECTOR HAS LACK OF EXPERIENCE MANAGING PUBLIC REPORTING COMPANY AND ACCOUNTING WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.
+
+We have never operated as a public company. Olga Chernetckaia, our sole officer and director has no experience managing a public company that is required to establish and maintain disclosure controls and
+
+procedures and internal control over financial reporting. Also, Ms. Olga Chernetckaia has only limited experience in accounting. As our operations become more complex we will be required to hire additional
+
+accounting personal to comply with our reporting obligations. If we cannot operate successfully as a public company, your investment may be materially adversely affected.
+
+8 | Page
+
+BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 67.48% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, SHE WILL HAVE THE ABILITY TO MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
+
+Our sole officer and director, Olga Chernetckaia, owns approximately 67.48% of the outstanding shares of our common stock. Accordingly, she will have the ability to determine the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. She will also have the power to prevent or cause a change in control. The interests of our sole officer and director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
+
+BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. 
+
+Our sole officer and director, Ms. Olga Chernetckaia, will only be devoting limited time to our operations. Ms. Chernetckaia intends to devote approximately 20 hours a week of her business time to our affairs. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, our operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Ms. Chernetckaia from her other obligations could increase with the result that she would no longer be able to devote sufficient time to the management of our business. In addition, Ms. Chernetckaia may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.
+
+Our sole director Ms. Chernetckaia is associated with another company that is engaged in business activities similar to those conducted by us. Ms. Chernetckaia works as a sole proprietor in the automobile industry and she is engage in the business of exporting and reselling Japanese cars in Russia. Potential conflict of interest may arise in future that may cause our business to fail, including conflict of interest in allocating Ms. Chernetckaia s time to our company as well as additional conflict of interests over determining to which entity a particular business opportunity should be presented. We do not currently have a right of first refusal pertaining to business opportunities that come to management's attention. As a result, in determining to which entity particular business opportunities should be presented, our sole officer and director Ms. Chernetckaia may favor her own interests over our interests and those of our shareholders, which could have a material adverse effect on our business and results of operations.
+
+IF MS. CHERNETCKAIA, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE AN OFFICER OR A DIRECTOR. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
+
+We extremely depend on the services of our sole officer and director, Ms. Chernetckaia, for the future success of our business. The loss of the services of Ms. Chernetckaia could have an adverse effect on our business, financial condition and results of operations. If she should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.
+
+AS AN EMERGING GROWTH COMPANY UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS. 
+
+We qualify as an emerging growth company under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: 
+
+- have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; 
+
+- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); 
+
+- submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay and say-on-frequency; and 
+
+- disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive s compensation to median employee compensation. 
+
+9 | Page
+
+ 
+
+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. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
+
+We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting. 
+
+Until such time, however, we cannot predict if investors will find our common stock less attractive because we may 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.
+
+ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
+
+We must raise additional capital in order for our business plan to succeed. We are not raising any money in this offering. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors shares.
+
+OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE PENNY STOCK RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
+
+The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.
+
+10 | Page
+
+IF OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.
+
+As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board. If our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.
+
+We do not have a market maker. There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares. In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.
+
+THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.
+
+There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the share may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.
+
+WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
+
+We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. If our business develops and grows, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.
+
+11 | Page
+
+In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. However, as an emerging growth company, as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
+
+THE COSTS TO MEET OUR REPORTING AND OTHER REQUIREMENTS AS A PUBLIC COMPANY SUBJECT TO THE EXCHANGE ACT OF 1934 ARE SUBSTANTIAL AND MAY RESULT IN US HAVING INSUFFICIENT FUNDS TO EXPAND OUR BUSINESS OR EVEN TO MEET ROUTINE BUSINESS OBLIGATIONS.
+
+As a public entity subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and SEC filings and compliance. We estimate that these costs will increase if our business volume and activity increases. As a result of such expenses, we may not have sufficient funds to grow our operations.
+
+BECAUSE WE ARE A SHELL COMPANY , THE HOLDERS OF OUR RESTRICTED SECURITIES WILL NOT BE ABLE TO SELL THEIR SECURITIES IN RELIANCE ON RULE 144, UNTIL WE CEASE BEING A SHELL COMPANY .
+
+We are a shell company as that term is defined by the applicable federal securities laws. Specifically, because of the nature and amount of our assets and our very limited operations, pursuant to applicable federal rules, we are considered a shell company . As a result, we are prohibited to utilize registration statements on Form S-8. In addition, applicable provisions of Rule 144 specify that during that time that we are a shell company and for a period of one year thereafter, holders of our restricted securities can not sell those securities in reliance on Rule 144, which will reduce liquidity of our securities. As result, one year after we cease being a shell company, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us to cease being a shell company we must have more than nominal operations and more that nominal assets or assets which do not consist solely of cash or cash equivalents.
+
+Forward-Looking Statements
+
+This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the Risk Factors section and elsewhere in this prospectus. 
+
+Use of Proceeds
+
+We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders. 
+
+Determination of Offering Price 
+
+The selling shareholders will sell our shares at $0.03 per share
+
+. We determined this offering price arbitrarily, by adding a $0.02 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the. The selling shareholders will be considered to be underwriters of this offering.
+
+Dilution
+
+The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders. 
+
+12 | Page
+
+Selling Shareholders 
+
+The selling shareholders named in this prospectus are offering all of the 2,650,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S promulgated pursuant to the Securities Act of 1933. All shares were acquired outside of the United States by non-U.S. persons. The shares include the following: 
+
+- 2,650,000 shares of our common stock that the selling shareholders acquired from us in an offering that was completed on August 17, 2012.
+
+The selling shareholders will be considered to be underwriters of this offering.
+
+The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including: 
+
+1. the number of shares owned by each prior to this offering;
+
+2. the total number of shares that are to be offered for each;
+
+3. the total number of shares that will be owned by each upon completion of the offering; and
+
+4. the percentage owned by each upon completion of the offering.
+
+Name Of Selling Shareholder
+
+Shares Owned Prior To This Offering
+
+Total Number Of Shares To Be Offered For Selling Shareholders Account
+
+Total Shares to Be Owned Upon Completion Of This Offering
+
+Percentage of Shares owned Upon Completion of This Offering
+
+Ugis Karandzejs
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Guntis Upmanis
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Peteris Strods
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Anatoliy Zamozdra
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Carmen Emilia Penaherrera Romero
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Juan Javier Conforme Macias
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Oksana Vashukevich
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Tatyana Torbeyeva
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Walter Manuel Velez Burgos
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Marina Elizabeth Flor Acevedo 
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Yulia Lyalina
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Juan Gabriel Cedeno Quintana 
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Anisa Bulueva
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Diego Armando Espinoza Pacheco 
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Olga Churinova
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Luis Eduardo Sabando Velez 
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Silvia Adriana Rivera Leon 
+
+80,000
+
+80,000
+
+Nil
+
+Nil
+
+Janis Poznaks
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Andrejs Levaskovics
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Valentina Levaskovica
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Edgars Ozolins-ozols
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Arvids Streikus
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Alexander Kryukov 
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Frantisek Baroch
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Petr Hampel
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Tatiana Bunaeva
+
+100,000
+
+100,000
+
+Nil
+
+Nil
+
+Roman Volodchenko
+
+120,000
+
+120,000
+
+Nil
+
+Nil
+
+Pavel Churinov
+
+120,000
+
+120,000
+
+Nil
+
+Nil
+
+Hye Eun Kim
+
+150,000
+
+150,000
+
+Nil
+
+Nil
+
+13 | Page
+
+The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 2,650,000 shares of common stock issued and outstanding on the date of this prospectus. 
+
+Other than disclosed above, none of the selling shareholders: 
+
+1. has had a material relationship with us other than as a shareholder at any time within the past three years; 
+
+2. has ever been one of our officers or directors;
+
+3. is a broker-dealer; or a broker-dealer's affiliate.
+
+Plan of Distribution 
+
+The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities. 
+
+The selling shareholders will sell our shares at $0.03 per share
+
+. We determined this offering price arbitrarily by adding a $0.02 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering. The selling shareholders will be considered to be underwriters of this offering.
+
+The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.
+
+If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement. 
+
+We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. 
+
+We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. 
+
+14 | Page
+
+The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock.
+
+The selling shareholders are underwriters in this offering and must comply with the enumerated conditions for the duration of the offering
+
+: 
+
+ 
+
+1.
+
+Not engage in any stabilization activities in connection with our common stock;
+
+ 
+
+ 
+ 
+
+ 
+
+2.
+
+Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
+
+ 
+
+ 
+ 
+
+ 
+
+3.
+
+Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.
+
+The Securities and Exchange Commission (the Commission ) has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 
+
+The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which contains: 
+
+- a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
+
+- a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements;
+
+- a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
+
+- a toll-free telephone number for inquiries on disciplinary actions;
+
+- a definition of significant terms in the disclosure document or in the conduct of trading penny stocks; and
+
+- such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.
+
+The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: 
+
+- bid and offer quotations for the penny stock;
+
+- the compensation of the broker-dealer and its salesperson in the transaction;
+
+- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
+
+- monthly account statements showing the market value of each penny stock held in the customer's account.
+
+In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities. 
+
+15 | Page
+
+Description of Securities 
+
+General 
+
+Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share. 
+
+Common Stock 
+
+As of
+
+January 8, 2013
+
+ there were 8,150,000 shares of our common stock issued and outstanding held by 30 stockholders of record. 
+
+Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. 
+
+Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock. 
+
+Preferred Stock
+
+We do not have an authorized class of preferred stock. 
+
+Dividend Policy 
+
+We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. 
+
+Share Purchase Warrants 
+
+We have not issued and do not have any outstanding warrants to purchase shares of our common stock. 
+
+Options 
+
+We have not issued and do not have any outstanding options to purchase shares of our common stock. 
+
+Convertible Securities 
+
+We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. 
+
+16 | Page
+
+Interests of Named Experts and Counsel 
+
+No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. 
+
+Zouvas Law Group, P.C. has provided an opinion on the validity of our common stock.
+
+The financial statements included in this prospectus and the registration statement have been audited by Ronald R. Chadwick, P.C. to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
+
+Description of Business 
+
+Overview 
+
+We are a development stage company which plans to engage in the business of selling used automobiles. We plan to sell used automobiles exclusively in Russia.. We were incorporated in the State of Nevada on April 27, 2012 and cannot state with certainty whether we will achieve profitability. To date, our business operations have been limited to primarily, the development of a business plan and the completion of private placements for the offer and sale of our common stock. On August 22, 2012 we purchased one car for resale for $7,800 which we sold on November 21, 2012 for $8,900. Therefore, gross profit of $1,100 was recognized from the sale transaction. We have incurred losses since inception in the amount of $3,191. Our plan of operation is forward-looking. It is likely that we will not be able to achieve profitability and might need to cease operations due to the lack of funding. Our business office is located at 2360 Corporate Circle, Ste. 400, Henderson, Nevada 89074. Our telephone number is (702) 997-3119.
+
+Our management believes that the used car market is more stable than the new car market. We believe that the used car market will grow in the nearest future because of relatively low level of car ownership 260 vehicles per 1000 people vs. 800 in the USA and around 550 in many European countries
+
+ (Source: TNS Blogs, a blog regarding the Russian car industry)
+
+. 
+
+We believe that
+
+Russia represents a significant growth potential for the automotive industry.
+
+ However, we do not know whether any increase in the sale of used cars in Russia is attributable to the increased sale of U.S.-made vehicles in Russia. 
+
+Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. The most likely source of this additional capital is through the sale of additional shares of common stock, bay way of a privet debt or advances from our sole officer and director. Olga Chernetckaia, our sole officer and director, has agreed to loan the Company funds to meet our obligations and complete our 12-months business plan. However, Ms. Chernetckaia has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company. 
+
+Product Description
+
+We intend to buy used cars in the United States and sell them in Russia. We plan to specialize in the eastern part of Russia where the car market mostly consists of used Japanese cars due to its close proximity to Japan. Japanese cars are of much better quality and reliability than domestic, Russian cars. Although Russian drivers drive on the right-hand side of the road, almost all imported used Japanese cars are designed for left-hand side driving, with the steering wheel on the right side of the car. This makes cars imported from the United States, which are designed for right-hand side driving, more attractive to Russian consumers. Our director, Olga Chernetckaia, has worked as a used Japanese car importer for many years. We will rely on her knowledge and expertise of importing cars to Russia in conducting our operations. 
+
+17 | Page
+
+In most cases we will take prepayments from our clients prior to shipment of the cars. Potential customers will have two options to pay for cars: by wire transfer or by sending a check/money order. Our customers will be responsible to cover the shipping costs, custom duties, taxes or any other additional charges that might incur. This apportionment of responsibility will increase the prices of our used cars. It has the potential to make our used cars more expensive that used cars offered by other source within the Russian used car market that will negatively affect our business. All shipments will be 100% insured for the value of the shipping, and the insurance cost for risk of damage or loss will be customers responsibility. In some cases if we have available funds we may take a partial deposit or an agreement, buy and ship a car at our own expense and risk. In such cases we plan to charge our clients a higher fee. When we do not take prepayment and buy cars at our own expense there is a chance that we will not sell these cars for a long period of time or never at all, which will result in loss of revenue and disruption of our business. Our cars will be offered at prices marked-up from 10% to 20% of our cost. 
+
+Our business presumes that prospective purchasers of used cars will be willing to prepay for a used car and assume to risk of shipping the car. We believe this to be the case because we believe that our cars will be priced lower than those of competitors who already have inventory in Russia and may not require a prepayment. We also believe this to be the case because our President, Olga Chernetckaia, export and resell used Japanese cars in Russia in the same way. In the case that such an assumption about consumer preferences is incorrect, we not be able to garner a profit and our shareholders could lose their entire investment. We plan to secure commitment for cars from purchasers prior to the purchase of any cars. Initially, our sole officer and director, Olga Chernetckaia, will look for potential customers through her network of friends and business associates in the automobile industry. We plan to develop a website to market our services. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls. We also expect to get new clients from Internet, social networking and "word of mouth" advertising.
+
+On August 22, 2012 we purchased first used car for $7,800 from a car dealer in the United States that allowed us to store the car on its parking place while we prepare it for shipping. The car was sold on November 21, 2012 for $8,900 and gross profit of $z was recognized from the sale transaction.
+
+Suppliers of Automobiles
+
+We plan to purchase used cars from car dealers and from car auctions. Our sole officer and director, Olga Chernetckaia, has contacted several car dealers, which she founds through her network of contacts in the automobile industry. They agreed to supply cars for us, inspect them, arrange shipment, and provide any necessary documentation. We can also purchase cars from private sellers in the U.S. by finding them through eBay or classified ads. We plan to purchase used cars only form the listed sources and only in the United States. We may also hire and use the services of a part-time contractor which will be responsible for inspection and shipment of the vehicles in the U.S. 
+
+Marketing Our Product
+
+We plan to market our services in Russia. Initially, our products will be promoted by our sole officer and director, Ms. Olga Chernetckaia. We intend to develop and maintain a database of potential clients who may want to buy used cars. We will follow up with these clients periodically and offer special discounts from time to time. Our methods of communication will include: phone calls, email, and regular mail. We will ask our satisfied clients for referrals. We intend to hire an outside web designer to assist us in designing and building our website. We will display the cars and their prices which will be available for purchase on our web site. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials. We will market and advertise our web site to find potential clients and also promote our services through the network of our director s contacts in the automobile industry.
+
+To draw attention from potential customers we plan to market and advertise our company though social networking. Websites such as Facebook and Twitter have come a long way in only a few years to be household names all over the world. We intend to use these websites to spread out information about our cars and services. We intend to implement word of mouth advertising into our business model. We believe a huge marketing opportunity on the internet is spreading word of mouth, a form of free advertising.
+
+18 | Page
+
+Competition
+
+Our competition varies by model lines, customer classification and geographic market. The principal competitive factors in our industry are the pricing and availability of products, services, delivery capabilities, customer relationships, geographic coverage and breadth of product offerings. We will compete with many local and regional car distributors and dealers, as well with private distributors. In addition, some potential clients often buy cars from overseas countries by themselves and import them to Russia, and the volume of such direct purchases will likely increase in the future. Many of our competitors have greater financial resources and may be able to withstand sales or commission decreases better than we can. We also expect to continue to face competition from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.
+
+Description of property 
+
+We do not have an ownership or leasehold interest in any property. We have no plans to hold inventory of cars in the United States or in Russia, and we have no plans to obtain the space necessary to hold such inventory. 
+
+Insurance
+
+We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations. 
+
+Employees. Identification of Certain Significant Employees
+
+We are a development stage company and currently have no employees, other than our sole officer and director Ms. Olga Chernetckaia. We intend to hire additional employees on an as needed basis. 
+
+Research and Development Expenditures 
+
+We have not incurred any other research or development expenditures since our incorporation. 
+
+Government Regulation
+
+We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of used car and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business, however we will have to comply with all applicable export and import regulations.
+
+Subsidiaries 
+
+We do not have any subsidiaries.
+
+Patents and Trademarks 
+
+We do not own, either legally or beneficially, any patents or trademarks. 
+
+Offices
+
+Our office is currently located at 2360 Corporate Circle, Ste. 400, Henderson, Nevada 89074. Our telephone number is (702) 997-3119. This is the office provided by our incorporator, Incorp Services, Inc. and is included in their Services Package. We do not pay any rent to Incorp Services, Inc. and there is no agreement to pay any rent in the future. As of the date of this prospectus, we have not sought or selected a new office location. We plan to establish an office in Russia by the end of December, 2012.
+
+19 | Page
+
+Legal Proceedings 
+
+We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 2360 Corporate Circle, Ste. 400 Henderson, Nevada 89074-7722.
+
+Market for Common Equity and Related Stockholder Matters
+
+No Public Market for Common Stock 
+
+There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
+
+Stockholders of Our Common Shares
+
+As of the date of this registration statement we have 30 registered shareholders. 
+
+Rule 144 Shares 
+
+A total of 5,500,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. As we are a shell company as that term is defined by the applicable federal securities laws, because of the nature and amount of our assets and our very limited operations, applicable provisions of Rule 144 specify that during that time that we are a shell company and for a period of one year thereafter, holders of our restricted securities can not sell those securities in reliance on Rule 144. 
+
+The ability of shareholders to rely on Rule 144 under the Securities Act of 1933, as amended, is contingent upon the filing of Form 10 information with the Commission reflecting the fact that
+
+we no longer qualify as a shell company. 
+
+As result, one year after we cease being a shell company, assuming we are current in our reporting requirements with the Securities and Exchange Commission, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule). For us to cease being a shell company we must have more than nominal operations and more that nominal assets or assets which do not consist solely of cash or cash equivalents. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. 
+
+20 | Page
+
+Stock Option Grants 
+
+To date, we have not granted any stock options. 
+
+Registration Rights 
+
+We have not granted registration rights to the selling shareholders or to any other persons. 
+
+Dividends 
+
+There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 
+
+1. 
+
+we would not be able to pay our debts as they become due in the usual course of business; or
+
+ 
+
+ 
+
+2. 
+
+our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
+
+ 
+
+We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. 
+
+Plan of Operation
+
+We are a development stage corporation. To date, our business operations have been limited to primarily, the development of a business plan and the completion of private placements for the offer and sale of our common stock. On August 22, 2012 we purchased one car for resale. As of today, we have realized revenue in the amount of $8,900 and have incurred losses since inception. Our plan of operation is forward-looking. It is likely that we will not be able to achieve profitability and might need to cease operations due to the lack of funding.
+
+Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole officer and director Olga Chernetckaia. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.
+
+Our office is currently located at 2360 Corporate Circle, Ste. 400, Henderson, Nevada 89074. Our telephone number is (702) 997-3119. This is the office provided by our incorporator, Incorp Services, Inc. and is included in their Services Package. We do not pay any rent to Incorp Services, Inc. and there is no agreement to pay any rent in the future. As of the date of this prospectus, we have not sought or selected a new office location. We plan to establish an office in Russia by the end of December, 2012. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to profitably sell our services. Azure Holding Group Corp. is not a Blank Check company. We have no any plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company.
+
+ 
+
+21 | Page
+
+We qualify as an emerging growth company under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: 
+
+ 
+
+ 
+
+ 
+
+ 
+
+have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; 
+
+ 
+
+ 
+
+ 
+
+ 
+
+comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); 
+
+ 
+
+ 
+
+ 
+
+ 
+
+submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay and say-on-frequency; and 
+
+ 
+
+ 
+
+ 
+
+ 
+
+disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO s compensation to median employee compensation. 
+
+ 
+
+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. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. 
+
+We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
+
+Following the date of this registration statement, our business plan for the next 12 months is as follows:
+
+October, 2012-December, 2012: Set up Office. Estimated cost $2,500.
+
+By the end of December, 2012, we plan to set up office in and acquire the necessary equipment to begin our business operations. We believe that it will cost at least $4,000 to set up office and obtain the necessary equipment to begin operations. Our sole officer and director will handle our administrative duties. 
+
+Minimum office requirements:
+
+ 
+
+ PC $ 1,000
+
+ Print/Scan/Fax $ 500
+
+ Phone $ 100
+
+ Furnishings $ 500
+
+ Misc $ 400
+
+22 | Page
+
+December, 2012 February, 2013: Negotiate agreements with suppliers.
+
+During this period, we plan to contact and start negotiation with used car suppliers, car auction dealers, freight-forward agents, customs brokers and other agents. Our sole officer and director, Ms. Chernetckaia, will look for potential suppliers and agents. We will negotiate prices and fees, and terms and conditions of collaboration. As of the date of this prospectus we have not signed any agreements. Even though the negotiation agreements with potential suppliers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations. 
+
+January, 2013- May, 2013: Develop Our Website and Commence Marketing Campaign. Estimated cost $7,000.
+
+Our director, Ms. Chernetckaia will be in charge of registering our web domain. We have not registered any web domain as of the date of this prospectus. Once we register our web domain, we plan to hire a web designer to help us design and develop our website. We do not have any written agreements with any web designers at current time. The website development costs, including site design and implementation will be approximately $2,000. Updating and improving our website will continue throughout the lifetime of our operations. Our website should become important tool for the marketing program.
+
+Once we execute agreements with suppliers and commence website development, we will begin to market our products. Initially, our sole officer and director, Olga Chernetckaia, will look for potential customers through her network of friends and business associates in the automobile industry. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls. We also expect to get new clients from Internet, social networking and "word of mouth" advertising. We intend to spend about $5,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations. 
+
+We plan to secure commitment for cars from purchasers prior to the purchase of any cars. Even though our business presumes that prospective purchasers of used cars will be willing to prepay for a used car and assume to risk of shipping the car, we believe this to be the case because we believe that our cars will be priced lower than those of competitors who already have inventory in Russia and may not require a prepayment. We also believe this to be the case because our President, Olga Chernetckaia, export and resell used Japanese cars in Russia in the same way. In the case that such an assumption about consumer preferences is incorrect, we not be able to garner a profit and our shareholders could lose their entire investment.
+
+March, 2013- July, 2013: Purchase of additional car for resale. Estimated cost $7,000.
+
+If we have available funds, we plan to buy an additional car during this period. Once we begin generating revenue, we will keep buying more cars for resale. However, there is no guarantee that we will continue selling our cars and generate any revenue. 
+
+May, 2013-August, 2013: Hire a Salesperson. 
+
+Initially, our sole officer and director will look for potential customers for our product. Once we begin to sell our cars we may hire one part-time salesperson with good knowledge and broad connections to the automobile industry to introduce our cars. This individual will be an independent contractor compensated solely in the form of commissions. 
+
+We therefore expect to incur the following costs in the next 12 months in connection with our business operations:
+
+Office set up
+
+$2,500
+
+Marketing costs
+
+$5,000
+
+Website development costs
+
+ $2,000
+
+Purchase of an additional car
+
+ $7,000
+
+Estimated cost of this offering
+
+ $10,000
+
+Costs associated with being a publicly reporting company
+
+$10,000
+
+Total
+
+ $36,500
+
+23 | Page
+
+Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole director Ms. Olga Chernetckaia. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional financing will cause us to go out of business. If this happens, you could lose all or part of your investment.
+
+ 
+
+Limited operating history; need for additional capital 
+
+There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated just $8,900 in revenue. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. 
+
+Our current cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. 
+
+We anticipate that additional funding will be from the sale of additional common stock. We may seek to obtain short-term loans from our director as well, although there is no guarantee that we will be able obtain such funds. Olga Chernetckaia, our sole officer and director, has verbally agreed to loan the company funds. However, there is no written agreement in place and no limit on the amount of funds that she has agreed to provide has been indicated. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to raise the required financing, our operations could be materially adversely affected and we could be forced to cease operations.
+
+Results of Operations for Period Ending November 30, 2012 
+
+Since our inception on April 27, 2012 to November 30, 2012, we incurred net loss of $3,191. As of November 30, 2012 we had cash of $29,026 in our bank accounts. However, we anticipate that we will incur substantial losses over the next 12 months. 
+
+We have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern. 
+
+Changes In and Disagreements with Accountants 
+
+We have had no changes in or disagreements with our accountants. 
+
+ Available Information
+
+We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
+
+24 | Page
+
+The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site. 
+
+Reports to Security Holders
+
+Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act. We will make available to our shareholders annual reports containing financial statements audited by our independent auditors and our quarterly reports containing unaudited financial statements for each of the first three quarters of each year; however, we will not send the annual report to our shareholders unless requested by an individual shareholder. 
+
+The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. 
+
+Directors, Executive Officers, Promoters and Control Persons
+
+Our executive officer and director and his age as of the date of this prospectus is as follows: 
+
+Director: 
+
+Name of Director 
+
+ 
+
+Age 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Olga Chernetckaia
+
+ 
+
+31
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Executive Officers: 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Name of Officer 
+
+ 
+
+Age 
+
+ 
+
+Office 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ Olga Chernetckaia
+
+ 
+
+31
+
+ 
+
+President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer, Secretary
+
+Biographical Information 
+
+Set forth below is a brief description of the background and business experience of our officers and sole director for the past five years. 
+
+Ms. Olga Chernetckaia has acted as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on April 27, 2012. Ms. Chernetckaia owns 67.48% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Chernetckaia was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. This decision did not in any manner relate to Ms. Chernetckaia s previous employments. Ms. Chernetckaia graduated with a Bachelor degree in World Economy from International Department of Irkutsk State Technical University in 2003. After graduation until present time, Ms. Chernetckaia has been working as sole proprietor in the automobile industry. She is involved in the business of exporting and reselling of used Japanese cars in Russia. Ms. Chernetckaia intends to devote close to 50% (20 hours /week) of her time to planning and organizing activities of Azure Holding Group Corp.
+
+25 | Page
+
+During the past ten years, Ms. Chernetckaia has not been the subject to any of the following events:
+
+ 1. Any bankruptcy petition filed by or against any business of which Ms. Chernetckaia was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
+
+ 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
+
+ 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Chernetckaia s involvement in any type of business, securities or banking activities.
+
+ 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
+
+Significant Employees 
+
+We have no significant employees other than our officers and sole director. 
+
+Audit Committee Financial Expert
+
+We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
+
+Conflicts of Interest 
+
+Ms. Olga Chernetckaia, our President will be devoting approximately50% (20 hours/week) of her time to our operations. Because Ms. Chernetckaia will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
+
+Executive Compensation

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+(1) Estimated solely for the purposes of computing the amount of the registration fee, in accordance with Rule 457(a) promulgated under the Securities Act of 1933. (2) Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. 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 said Section 8(a), may determine. Table of Contents These credit risks arise from cancelled transactions caused by unauthorized use, disputes, theft or fraud. In addition, the agreement between the Company and its clients, and customers for allocation of these risks will be in electronic form. Although this agreement is accepted upon user registration, it will not be manually signed and may not be enforceable. Finally, the Company may be subject to merchant fraud, involving false sales transactions or false credits. To minimize losses from cancelled transactions, fraud or errors, the Company intends to use various risk management systems, internal controls and system security. However, there can be no assurance that the Company's risk management practices or reserves will be sufficient to protect the Company from cancelled transactions, merchant fraud or erroneous transmissions which could have a material adverse effect on the Company's business, operations or financial condition. Service Failure; Security Risks The company's operations are dependent on its ability to protect its website from interruption by damage from fire, earthquake, power loss, telecommunications failure, unauthorized entry or other events beyond the Company's control. While the Company believes that the website hosting company that supports its website has existing and planned precautions of regular data backups and other procedures, it is not known if the support will be adequate to prevent any significant system outage or data loss, there can be no assurance that unanticipated problems will not cause such failure or loss. Best Efforts Offering The Class B Units are offered by the Company on a best efforts non-minimum basis. There is no assurance that all or any specified number of the Class B offered will be sold and the desired capital raised. The offering has no minimum amount, and the Company will escrow all proceeds. The Company has not entered into any agreement with a broker-dealer to be a placement agent for the sale of the Class B. Dependence on Management and Corporate Governance The business of the Company may be dependent upon the continuing services of its current Management. The success of the Company will be dependent its Corporate Governance policy and on its ability to hire and retain highly qualified personnel. The loss of the services of any key individuals may be detrimental to the development of the Company s business and could adversely affect the conduct of the Company s business. The Company is currently researching companies for key-man life insurance but has not obtained insurance to cover the risk that key management personnel might become disabled or otherwise unable to render services to the Company. The company has implemented its Corporate Governance policy although it remains a controlled company for the purposes of Section 303A and will comply with all remaining provisions of Section 303A during any listing process. Table of Contents Corporate Governance Policy (Implemented Working Draft) Section 303A Corporate Governance Rules What follows are the corporate governance rules the Company is implementing. As a Controlled Company or company that maintains more than 50% of the voting power the company has an exemption of the requirements of Sections 303A.01, .04 or .05. To be disclosed in its annual proxy statement or annual report on Form 10-K filed with the SEC when applicable. CONTENTS: Corporate Governance Policies 1.1 Governance Guideline 1.2 Business Conduct Policies 1.3 Code Of Ethics for the CEO, CFO and Other Financial Professionals 1.3 Disclosed Governance Policies and Ethics Code 1.4 Accountability to Shareowners 1.5 Shareowner Participation 1.6 Business Practices and Corporate Citizenship 1.7 Governance Practices at Public and Private Companies 1.8 Reincorporation 1.1 Nature and Purpose of our Company s Corporate Governance Policies: Company policies are designed to provide information to current shareowners. 1.2 Federal and State Law Compliance: The Company expects to comply with all applicable federal and state laws and regulations and stock exchange listing standards. Note: Disclosed Governance Policies and Ethics Code. The Company s written and disclosed governance procedures, policies, and ethics applies to all employees and directors, and maintains provisions for strict enforcement. The Company will post its corporate governance policies on its Web site (www.jmgtventures.com); to keep shareowners interests at the forefront of our minds. 1.1 Governance Guideline: As a private company in the process of going public we strive to practice good governance. JMGT Studios Satellite Television Network is a values-based company. Our Values guide our behavior at every level and apply across the company on a global basis. We expect all directors, officers and other JMGT Studios Satellite Television Networkians to conduct business in compliance with our Business Conduct Policies, and we survey compliance with these policies on an annual basis. JMGT Studios Satellite Television Network endorses a Business Roundtable Principles of Corporate Governance; which will be a comprehensive statement of responsible corporate governance principles. These principles will provide the foundation on which our Corporate Governance Guidelines and our board committee charters are based. Director responsibilities The core responsibility of the directors is to exercise their business judgment and act in what they reasonably believe to be the best interests of the company. Serving on a board requires significant time and attention on the part of directors. Directors should participate in board meetings, review relevant materials, serve on board committees and prepare for meetings and discussions with management. Directors are encouraged to attend the annual meeting of shareholders. Form S-1 Page 3 of 51 The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and it 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 31, 2013 Prospectus Units JMGT Studios Satellite Television Network, LLC. Class B Units This is the initial public offering of JMGT Studios Satellite Television Network LLC. No public market currently exists for our Class B Units. We currently anticipate the initial public offering price of our Class B Units to be between $and $ per interest. The company expects to apply to quote/list our Class B Units on an approved OTC Bulletin Board and other exchanges under an approved symbol. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 4. _________________________________________________________________________________ Per Interest Total Public Offering Price $ $ Underwriting Discount $ $ Proceeds, Before Expenses, to JMGT Studios Satellite Television Network LLC $ $ _________________________________________________________________________________ We have granted the underwriters a 30-day option to purchase up to additional shares to cover any over-allotments. Delivery of shares will be made on or about , 2013. 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. JMGT Studios Satellite Television Network, LLC. Manager The date of this prospectus is, 2013 Table of Content Directors are expected to maintain an attitude of constructive involvement and oversight; they are expected to ask incisive, probing questions and require accurate, honest answers; they are expected to act with integrity; and they are expected to demonstrate a commitment to the company, its values and its business plan and to long-term shareholder value. In performing their oversight responsibilities, directors rely on the competence and integrity of management in carrying out their responsibilities. It is the responsibility of management to operate the Company in an effective and ethical manner in order to produce value for shareholders. Director qualification standards A majority of directors must be "independent" under the listing standards of the New York Stock Exchange and JMGT Studios Satellite Television Network's Director Independence Standards, as determined by the Board of Directors. Board independence depends not only on directors' individual relationships, but also on the board's overall attitude. Providing objective, independent judgment is at the core of the board's oversight function, and the board's composition should reflect this principle. Prospective candidates to the Board of Directors will be identified and evaluated pursuant to appropriate criteria, objectives and procedures established from time to time by the Board or by its Governance and Nominating Committee. As a general policy, no director should stand for election or re-election to the board if the director has reached age 75 before the date of election. This policy may be waived by a majority of the Board of Directors. If a director will reach age 75 during a three-year term, the Governance and Nominating Committee should take this fact into account in determining whether to recommend the nomination of the director. Directors who have a substantial change in their principal responsibilities should tender their resignation from the board so that the Governance and Nominating Committee can consider whether to accept the resignation. It is the sense of the board that directors should not necessarily leave the Board upon a change in responsibilities, however the Governance and Nominating Committee should be in a position to consider the change in evaluating the appropriate mix of skills and experience necessary for the board to perform its oversight function effectively. Directors bring to the company a range of experience, knowledge and judgment. Directors should not represent the interests of particular constituencies. Director access to management and, as necessary and appropriate, independent advisors The board must have accurate, complete information to do its job; the quality of information received by the board directly affects its ability to perform its oversight function effectively. Directors should be provided with, and review, information from a variety of sources, including management, board committees, outside experts, auditor presentations and other reports. The board should be provided with information before board and committee meetings with sufficient time to review and reflect on key issues and to request supplemental information as necessary. Effective corporate directors are diligent monitors, but not managers, of business operations. Directors should have access to management, as needed, to fulfill their oversight responsibilities. Any meetings outside of regularly scheduled meetings that a director wishes to initiate with management should be coordinated through the Chairman and CEO or the Corporate Secretary. Director compensation Directors are expected to invest more than 25% of their annual cash compensation in JMGT Studios Satellite Television Network shares/interest until they satisfy the Director Share Guidelines adopted from time to time by the Board, and they are required to maintain that investment in JMGT Studios Satellite Television Network shares/interests in a manner that promotes confidence to the investing public until they retire from the board. It is the sense of the board that this policy reinforces a focus on long-term shareholder value. Form S-1 Page 4 of 51 Table of Content Compensation paid to directors at similarly situated companies will be considered when establishing the amount paid to directors. Compensation for service as a director (and related benefits provided to directors) is the only form of remuneration directors should receive from the company. Director orientation and continuing education Materials and briefings are provided to new directors, on an individualized basis, to permit them to become familiar with the company's business, industry and corporate governance practices. The company also provides additional formal and informal opportunities to directors (including site visits to business operations) on an ongoing basis to enable them to better perform their duties and to recognize and deal appropriately with issues that arise. Management succession The paramount duty of the Board of Directors is to select a Chief Executive Officer and to oversee the CEO and other senior management in the competent and ethical operation of the company. The board should identify, and periodically update, the qualities and characteristics necessary for an effective CEO of this company. With these principles in mind, the board should periodically monitor and review the development and progression of potential internal candidates against these standards. Advance planning for contingencies such as the departure, death or disability of the CEO or other top executives is necessary so that, in the event of an untimely vacancy, the company has in place an emergency succession plan to facilitate the transition to both interim and longer-term leadership. Communications with third parties The board believes that management speaks for the company. It is expected that board members would not speak for the company, absent unusual circumstances (or as required by regulations, listing standards or the board). Annual performance evaluation of the board Meaningful board evaluation requires an assessment of the effectiveness of the full board, the operations of its committees and the contributions of individual directors. The performance of the full board should be evaluated annually, as should the performance of its committees. The board should have a process for evaluating whether the individuals sitting on the board bring the skills and expertise appropriate for the company and how they work as a group. Board positions should not be regarded as permanent. Directors should serve only so long as they add value to the board, and a director's ability to continue to contribute to the board should be considered each time the director is considered for re-nomination. Majority Vote Policy In any uncontested election of directors (an election in which the number of nominees is the same as the number of directors to be elected), any incumbent director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall tender his or her resignation within 30 days of the final vote tally. The Board of Directors will decide whether to accept the resignation at its next regularly scheduled board meeting, through a process managed by the Governance and Nominating Committee, excluding the director in question. Thereafter, the Board of Directors promptly will disclose its decision whether to accept the director's resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the Securities and Exchange Commission. In reaching its decision, the board may consider any factors it deems relevant, including the director's qualifications, the director's past and expected future contributions to the company, the overall composition of the board and whether accepting the tendered resignation would cause the company to fail to meet any applicable rule or regulation, including New York Stock Exchange listing requirements and federal securities laws. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 06

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+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to LOST HILLS MINING INC. CORPORATE BACKGROUND AND INFORMATION LOST HILLS MINING INC. Lost Hills Mining Inc. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Lost Hills Mining Inc. is engaged in the exploration for uranium and other minerals. The Company has acquired one MTO mineral claim containing 20 cell claim units totaling 381.90 hectares. It is in the Chilcotin region of central British Columbia, about 75 km southwest of the City of Williams Lake, BC. We refer to these mining claims as the Ventura Property. This property is without known reserves. The Ventura Property comprises one MTO mineral claim containing 19 cell claim units totaling 381.90 hectares. BC Tenure # Work Due Date Units Total Area (Ha.) ----------- ------------- ----- ---------------- 983142 May 1, 2013 19 381.90 We require an estimated total of $360,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Lost Hills Mining Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2013 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2013 in order to conducts its operations. Our offices are located at: Edificio Terramar, Torre 2000, 17D, Panama City, Panama. THE OFFERING Securities offered 10,000,000 shares of common stock Selling stockholder David Richer Offering price $0.002 per share Shares outstanding prior to the offering 18,000,000 shares of common stock Shares to be outstanding after the offering 18,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended Period Ended August 31, November 30, 2012 2012 ---------- ---------- Revenues 0 0 Operating expenses 13,675 1,995 Net loss from operations 13,675 1,995 Net loss before taxes 13,675 1,995 Loss per share - basic and diluted 0.00 0.00 Weighted average shares outstanding basic 18,000,000 18,000,000 BALANCE SHEET DATA At At August 31, November 30, 2012 2012 ---------- ---------- Cash and cash equivalents 16,325 16,325 Total current assets 16,325 16,325 Total assets 16,325 16,325 Management Accrual Fee 0 1,995 Total liabilities 0 1,995 Common stock 18,000 18,000 Additional paid-in capital 12,000 12,000 Deficit accumulated during exploration period (13,675) (15,670) Total stockholders' equity 16,325 16,325

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including "Risk Factors", "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this prospectus, the terms "Sterling Consolidated," the "Company," "we," "us" and "our" refer to Sterling Consolidated Corp. Sterling Seal refers to our wholly-owned subsidiary Sterling Seal & Supply, Inc., a New Jersey corporation. ADDR refers to our wholly-owned subsidiary ADDR Properties, LLC. Q5 refers to our wholly-owned subsidiary Q5 Ventures, LLC. Overview We were incorporated in the State of Nevada as Oceanview Acquisition Corp. on January 31, 2011. On May 18, 2012, we amended our Articles of Incorporation to change our name to Sterling Consolidated Corp. Our largest subsidiary is Sterling Seal & Supply, Inc. ("Sterling Seal"), a New Jersey corporation which was incorporated in 1997. Its predecessor was Sterling Plastic & Rubber Products, Inc., incorporated in New Jersey and was founded in 1970. Sterling Seal engages primarily in the distribution and sale of O-rings, rubber seals, oil seals, custom molded rubber parts, custom Teflon parts, Teflon rods, O-ring cord, bonded seals, O-ring kits, and stuffing box sealant. We also own real property through our subsidiaries ADDR Properties, LLC ("ADDR") and Q5 Ventures, LLC ("Q5"). ADDR owns a 28,000 square foot facility in Neptune, New Jersey, that is primarily used by Sterling Seal for its operations. ADDR also owns another property in Cliffwood Beach, New Jersey, that was previously occupied by Sterling Seal and is now rented out to tenants. Q5 owns a 5,000 square foot facility that is used by Sterling Seal in Florida. On April 29, 2013, the Company entered into a sales agreement to sell the Cliffwood Beach property. The sale price is for $650,000 and contains various contingencies. The property has a book value of $655,081 as of June 30, 2013. In addition, our subsidiary Integrity Cargo Freight Corporation ("Integrity") is a freight forwarding business. Integrity shares a facility with Sterling Seal and manages the importation of Sterling Seal s products and exports products on behalf of Sterling Seal to various countries. Risk Factors Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous risks as discussed in the section titled "Risk Factors," beginning on page 3. Emerging Growth Company Status We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We have decided to take advantage of these exemptions. As a result, some investors may find our common stock less attractive as a result. The result 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. We intend to take advantage of the benefits of this extended transition period. We could remain an "emerging growth company" for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (b) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Investment Agreement with SurePoint On August 19, 2013, we entered into an investment agreement, (the "SurePoint Investment Agreement") with SurePoint Capital, a Delaware limited liability company ("SurePoint"). Pursuant to the terms of the SurePoint Investment Agreement, SurePoint committed to purchase up to $1,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) month period commencing from the effectiveness of the registration statement, we may deliver a put notice to SurePoint which states the dollar amount that we intend to sell to SurePoint on a date specified in the put notice. The maximum investment amount per notice shall be no more than $50,000 worth of common stock so long as such amount does not exceed 4.99% of the outstanding shares of the Company. The purchase price per share to be paid by SurePoint shall be calculated at a ten percent (10%) discount to the average of the three lowest closing bids during the five (5) consecutive trading days immediately prior to the receipt by SurePoint of the put notice. We have reserved 4,830,918 shares of our common stock for issuance under the SurePoint Investment Agreement. Additionally, we issued SurePoint 125,000 shares of our common stock in May of 2013. The SurePoint Investment Agreement and SurePoint s obligations thereunder are not transferable and cannot be assigned. The SurePoint Investment Agreement shall terminate upon any of the following events: (i) an aggregate of One Million Dollars is purchased under this SurePoint Investment Agreement; (ii) the date which is twenty four months following the date of the SurePoint Investment Agreement; or (iii) the date that this Registration Statement is no longer effective. The SurePoint Investment Agreement will be suspended and shall remain suspended if any of the following occurs and is not rectified: (i) the trading of the Company s stock is suspended by the Securities and Exchange Commission; or (ii) the Common Stock ceases to be quoted, listed or traded on the Principal Market. We are currently obligated to file reports with the SEC under Section 15(d) of the Securities Act. The requirement for an issuer that has filed a registration statement to file pursuant to Section 15(d) of the Securities Exchange Act is suspended for any fiscal year, except for the fiscal year in which such registration statement becomes effective, if, at the beginning of the fiscal year, the issuer has fewer than 300 shareholders. We currently have fewer than 300 shareholders and expect to maintain a base of fewer than 300 shareholders. If we do continue to have fewer than 300 shareholders, we will be exempt from the filing requirements as required pursuant to Section 13 of the Securities Exchange Act and will not be required to file any periodic reports, including Form 10Q and 10K filings, with the SEC subsequent to the Form 10K required for the fiscal year in which our registration statement is effective. If we are only a reporting company because of our obligations under Section 15(d) of the Securities Act and after the fiscal year we no longer have the obligation under either Section 13(a) or 15(d) of the Securities to file reports with the SEC, we may be ineligible for quotation on the OTCBB. If this occurs, the SurePoint Investment Agreement would be suspended and we would no longer be able to access this capital until the issue was rectified. In connection with the SurePoint Investment Agreement, we also entered into a registration rights agreement with SurePoint, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the "SEC") covering 4,955,918 shares of our common stock underlying the SurePoint Investment Agreement within 21 days after the closing of the transaction. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC after the closing of the transaction and maintain the effectiveness of such registration statement until termination of the SurePoint Investment Agreement. The 4,955,918 shares to be registered herein represent 11.8% of the shares issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. At an assumed purchase price of $0..207 (equal to 90% of the closing price of our common stock of $0.23 on August 16, 2013), we will be able to receive up to $1,000,000 in gross proceeds, assuming the sale of the entire 4,830,918 shares being registered hereunder pursuant to the SurePoint Investment Agreement, excluding the 125,000 commitment shares Accordingly, we will not be required to register additional shares under the SurePoint Investment Agreement. We are currently authorized to issue 200,000,000 shares of our common stock. SurePoint has agreed to refrain from holding an amount of shares, which would result in SurePoint owning more than 4.99% of the then-outstanding shares of our common stock at any one time. There are substantial risks to investors as a result of the issuance of shares of our common stock under the SurePoint Investment Agreement. These risks include dilution of stockholders percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed. SurePoint will periodically purchase our common stock under the SurePoint Investment Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to SurePoint to raise the same amount of funds, as our stock price declines. The aggregate investment amount of $1 million was determined based on numerous factors, including the following: it is a quantity sufficient to execute our stated strategy of acquiring other companies in our industry. While it is difficult to estimate the likelihood that the Company will need the full investment amount, we believe that the Company may need the full amount of $1 million funding under the SurePoint Investment Agreement. Where You Can Find Us Our principal executive office is located at 1105 Green Grove Road, Neptune, NJ 07753 and our telephone number is (732) 918-8004.

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+Prospectus Summary This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing. You should read the entire prospectus carefully, including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as otherwise required by the context, references in this prospectus to we, our, us, and Book It Local, refer to Book It Local, Inc. Book It Local, Inc. is a development stage company incorporated in the State of Nevada in August of 2012. Book It Local s address and phone number is: Book It Local, Inc. 2003 Symphony Lane Indian Trail, NC 28079 980-216-1342 Telephone Operating History Book It Local, Inc. is a recently incorporated development stage company with no operating results to date other than organizational activities. The purpose of the company is to offer consumers looking to book entertainment for events a centralized online database through which they may post events and receive bids from entertainers that may provide such services. To date, operations have been on an extremely limited basis. Company Assets Book It Local s principal assets ( Assets ) consisted of cash totaling $10,935 as of August 31, 2012. Company Cash Flow The Company has cash assets derived from a private placement of its stock. For the period from its inception through the period ending August 31, 2012 the Company had Gross Revenues of $0. From inception to the period ending August 31, 2012, the Company had Total Operating Expenses of $0, Net Profit of $0, Total Current Assets of $10,935, Total Assets of $10,935, Total Current Liabilities of $0, and Total Stockholders Equity (Deficit) of $10,935. Future Assets and Growth Over the next year, there are three main goals that, if accomplished, will set us up for success moving forward. First, we need to develop an online bidding system that will supply customers with competitive bids from entertainers; second, we must develop strategic relationships with businesses and websites whose customers use their services to plan weddings, parties, and other events in order to develop a pipeline for customers; lastly, we need to organize and connect the fragmented marketplace of musicians and entertainers into a searchable database. However, it should be noted that our independent auditor has expressed concern about our ability to continue as a going concern. The Company has yet to develop a website or marketing presence, but over the next year we will continue to develop our marketing strategy and web presence through which we will run our booking system once it is fully developed. We hope to differentiate ourselves from the many other booking services by offering the ability to book directly with the entertainer online. Our marketing will focus on highlighting the ease of using our service. The Company had a Net Profit of $0 for the period from inception to August 31 2012 and anticipates it will operate at a deficit for its next fiscal year and may expend most of its available capital. The Company s cash on hand is, primarily, budgeted to cover the anticipated operating costs for the development of our marketing plan and legal, accounting, and Transfer Agent services. We believe the Company will have sufficient capital to operate its businesses over the next twelve months. There can be no assurances, however, that actual expenses incurred will not materially exceed our estimates or that cash flows from existing assets will be adequate to maintain our businesses. We will look to provide a relatively new service to online merchants, focusing on positioning our service as one that will save time for the person seeking the entertainment for the event as there will be a wide swath of potential entertainers available for perusal in one centralized online location. The Company may lose money in its first, full year of operation and it shall require raising additional capital to develop its services. We have elected to become a public company at this early stage of development for a number of reasons. First and foremost, it is because our need for capital is substantial and our principal feels his time devoted to the Company is best served developing the business plan rather than developing a network of people to invest into a private offering for a company of this type. Mr. McMurry believes that he can raise more capital in less time through future public offerings rather than through private offerings. Furthermore, our plan is contingent upon establishing relatively quick growth relative to our competitors and there is a degree of credibility inherent in a public company. We do understand as a company the disadvantages of going public such as the increased costs of ongoing reporting and scrutiny from the relevant governmental agencies. However, we believe that such a time and financial investment in the short term will be worth the long-term benefits of being a public entity. The Company currently has one manager, Joseph McMurry, and no employees. Terms of the Offering The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. The offering price of $0.05 was determined by the price shares were sold to our shareholders in a private placement memorandum which was dated August 16, 2012 and closes on January 1, 2013 where shares have been sold to investors at $.01 per share plus an increase based on the fact the shares will be liquid and registered. $0.05 is a fixed price at which the selling security holders will sell their shares for the duration of the offering . There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. Additional shares have been issued to G9 Holdings, LLC and GW Grace, LLC for consulting services rendered with regard to the development of the business plan as well as coordination of this Registration Statement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]