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+Prospectus Summary Our principal executive offices are located at 897 Quail Run Drive Grand Junction, CO 81505 and our telephone number is (970) 628-1670. Our website is www.bullfroggold.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus. As used in this prospectus, unless otherwise specified, references to the "Company," "we," "our" and "us" refer to Bullfrog Gold Corp. and, unless otherwise specified, its direct and indirect subsidiaries. The Offering Common stock offered by the selling stockholders: A total offering of 7,000,000 shares of common stock issuable upon the exercise of 7,000,000 warrants issued to RMB Australia Holdings Limited ("RMB") as part of the December 10, 2012 debt facility (the "Facility"). The registration of the shares will satisfy the Company s obligations to RMB as part of a facility agreement dated December 10, 2012 between the Company and RMB (the "Facility Agreement"). Common stock outstanding before and after this offering: 44,303,545(1) and 51,303,545 (2) Use of proceeds: We will not receive any proceeds from the sale of shares in this offering by the selling stockholders. OTCQB Marketplace symbol: BFGC

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+PROSPECTUS SUMMARY The following is only a summary and therefore does not contain all of the information you should consider before investing in our securities. We urge you to read this entire prospectus, including the matters discussed under Risk Factors and the risk factors incorporated by reference into this prospectus as described in that section, and the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC. Our Company We are a leading full-service provider of permanently outsourced infrastructure services, offering an end-to-end suite of technical services to customers in the wireless telecommunications, public safety, satellite television and broadband cable industries in the United States and Canada. Our services include: Comprehensive installation and fulfillment; Construction and project management; Wireless telecommunication infrastructure services; and Wireless system integration for public safety and land mobile radio applications. Our customers utilize our services to build and maintain their infrastructure and networks and to provide residential and commercial fulfillment services. These services are critical to our customers ability to deliver voice, video and data services to their end users. Our customers include leading media and telecommunication companies such as DIRECTV, AT&T, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Charter Communications, Time Warner Cable and Rogers Communications. Corporate Information We were organized as a corporation under the laws of the State of Delaware in 1987, as Adina, Inc. In January 2010, the Company entered into a merger agreement with Berliner Communications, Inc. ( Berliner ), pursuant to which we became a wholly owned subsidiary of Berliner (the Merger ). For accounting purposes, the Company was considered the accounting acquirer, but the Merger was structured so that Berliner was the surviving entity. The Company subsequently changed Berliner s name to UniTek Global Services, Inc. Our principal executive offices are located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 302, Blue Bell, Pennsylvania, 19422 and our telephone number is (267) 464-1700. Our website address is http://www.unitekglobalservices.com. Except for the documents referred to in the section Incorporation of Certain Documents by Reference, which are specifically incorporated by reference in this prospectus, the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part. Amendment of Term Loan and Issuance of Warrants Prior to July 25, 2013, the Company s long term debt consisted of (i) a Credit Agreement by and among the Company and several banks and other financial institutions (the Term Loan ); and (ii) a Revolving Credit and Security Agreement by and among the Company and PNC Bank, National Association (the Revolving Loan ). In the second and third quarters of 2013, the Company entered into a series of forbearance agreements with the lenders under the Term Loan and the Revolving Loan which provided that the lenders would not exercise their rights in response to the covenant compliance violations and events of default. Effective July 25, 2013, the Company entered into a Second Amendment and Limited Waiver to Credit Agreement (together with the Term Loan, the Amended Term Loan ). Defined terms used in the following Copy to: Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, Pennsylvania 19103 Telephone: (215) 963-5000 Facsimile: (215) 963-5001 Table of Contents description are used as defined in the Amended Term Loan. In addition to waiving various historical events of default, the Amended Term Loan, among other things: Charged a higher interest rate, payable in cash at a rate equal to either LIBOR (with a floor of 1.50%) plus a margin of 9.50% or an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 8.50%, plus in either case PIK Interest to be added to the principal balance of the term loan at an annual rate equal to 4.00% of the outstanding balance. Modified the mandatory prepayments of annual Excess Cash Flow ( ECF ), to increase the rate from 50% to 75% of ECF paid annually until the Consolidated Leverage Ratio is below 2.50:1.00, at which point the rate will decrease to 50%. Reduced the maximum allowable indebtedness (including capital lease obligations) secured by permitted liens from $30,000,000 to $15,000,000, less the amount of capital lease obligations and any permitting refinancing thereof. Limited capital expenditures (excluding expenditures related to capital leases) to a maximum of (i) $7,000,000 for the 2013 fiscal year; and (ii) $8,000,000 per annum for each fiscal year thereafter, provided that up to 100% of such amount in 2013 or the years thereafter, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year. Modified financial covenants for the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio. The Amended Term Loan will continue to mature on April 15, 2018. In connection with the Amended Term Loan, the Company issued warrants to its lenders, exercisable at $0.01 per share, for 3,791,169 shares of the Company s common stock, an amount equal to 19.99% of the shares outstanding prior to the effective date of the Amended Term Loan. The warrants (and the shares of common stock issuable upon exercise of the warrants) were offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act set forth in Regulation D promulgated thereunder. The warrants are exercisable immediately on a cash or cashless basis (at the election of the holder), do not have an expiration date, and are freely transferable subject to compliance with applicable securities laws. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment for issuances of common stock at less than 94% of the market price (as determined in accordance with the warrants) and certain dividends, distributions, stock splits, subdivisions, reclassifications, combinations, repurchases of common stock and business combinations. The warrants are subject to Registration Rights Agreements which require the Company to file a registration statement by November 15, 2013 to provide for resales and transfers of the common stock issuable upon any conversion or exercise of the warrants. This registration statement has been filed in accordance with the Registration Rights Agreements. If the registration statement filed is not declared effective within 120 days thereafter (or earlier in certain circumstances), subject to certain conditions, exceptions and grace periods, the Company must pay liquidated damages pursuant to the terms of the Registration Rights Agreements. The above descriptions of the Amended Term Loan, warrants and Registration Rights Agreements are qualified in their entirety by reference to Exhibits 99.1, 99.2 and 99.3, respectively, to the Company s Current Report on Form 8-K filed with the SEC on July 31, 2013, which are incorporated herein by reference. Additional Information For additional information related to our business and operations, please refer to the reports incorporated herein by reference, including, without limitation, our Annual Report on Form 10-K for the year ended December 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, as amended (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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated 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, as amended. (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 (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee Common Stock, par value $0.00002 per share 3,791,169 $1.19 $4,511,491.11 $581.08 (3) (1) All of the shares of common stock offered hereby are for the account of the Selling Stockholders (as defined below) and consist of 3,791,169 shares issuable upon the exercise of warrants. Pursuant to Rule 416 of the Securities Act, this registration statement also covers any additional shares of common stock which become issuable by reason of any share dividend, share split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares or common stock outstanding. (2) Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high $1.19 and low $1.18 sales prices of the registrant s common stock on the NASDAQ Global Market on November 8, 2013. The registrant is not selling any shares of common stock in this offering and, therefore, will not receive any proceeds from any sale of shares in this offering. (3) The registrant previously paid $581.08 in connection with the initial filing of this registration statement. Table of Contents 31, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2013, June 29, 2013 and September 28, 2013, as described under the caption Incorporation of Certain Documents by Reference. The Offering Common stock offered by the Selling Stockholders Up to 3,791,169 shares of common stock underlying warrants Use of proceeds We will not receive any proceeds from the sale of the shares offered by this prospectus. We may, however, receive the proceeds of any cash exercises of the warrants which, if received, would be used by us for working capital purposes; any such proceeds would however be minimal. NASDAQ Global trading symbol UNTK 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, 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. Table of Contents

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+PROSPECTUS SUMMARY This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to carefully read this entire prospectus. Unless otherwise indicated, market data is derived from a market study prepared for us in connection with this offering by JBREC. Except as otherwise noted, all information in this prospectus: gives effect to the 1-for-8.25 reverse stock split of our Class A Common Stock, or the Reverse Split, which will occur upon pricing of this offering; gives effect to the conversion of all outstanding shares of our Class C Common Stock, Class D Common Stock (including shares underlying outstanding equity awards) and Convertible Preferred Stock into Class A Common Stock on a one-for-one basis and as automatically adjusted for the Reverse Split, or the Common Stock Conversion, which will occur immediately prior to the consummation of this offering; gives effect to the adoption and effectiveness of our Third Amended and Restated Certificate of Incorporation, or the Certificate of Incorporation, which will become effective at the consummation of this offering and which gives effect to the 1-for-8.25 reverse stock split of our Class B Common Stock (which, together with the Reverse Split and the Common Stock Conversion, is referred to as the Common Stock Recapitalization); assumes that our shares of Class A Common Stock will be sold at $23.00 per share, which is the midpoint of the price range set forth on the cover page of the prospectus; and assumes that the underwriters do not exercise their option to purchase additional shares. In this prospectus, unless otherwise stated or the context otherwise requires, the Company, we, our, and us refer to William Lyon Homes, a Delaware corporation, and its subsidiaries. In addition, unless otherwise stated or the context otherwise requires, Parent refers to William Lyon Homes, and California Lyon refers to William Lyon Homes, Inc., a California corporation and wholly-owned subsidiary of Parent. 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 MAY 6, 2013 William Lyon Homes 8,700,000 Shares of Class A Common Stock We are selling 6,525,000 shares of our Class A Common Stock and the selling stockholder named in this prospectus is selling 2,175,000 shares of our Class A Common Stock. We will not receive any proceeds from the sale of shares by the selling stockholder, including any shares sold by the selling stockholder in connection with the exercise of the underwriters option to purchase additional shares. The initial public offering price of the Class A Common Stock is expected to be between $22.00 and $24.00 per share. Following this offering, we will have two classes of authorized common stock, Class A Common Stock and Class B Common Stock. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to certain voting, conversion and preemptive rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to five votes per share and is convertible into one share of Class A Common Stock upon the occurrence of certain events. Prior to this offering, there has been a limited market for our Class A Common Stock. We have applied to have the Class A Common Stock listed on The New York Stock Exchange under the symbol WLH . The underwriters have an option to purchase an aggregate maximum of 1,305,000 additional shares from us and the selling stockholder, including 652,500 additional shares from us and 652,500 additional shares from the selling stockholder, to cover over-allotment of shares. Investing in our Class A Common Stock involves risks. See Risk Factors on page 19. Price to Public Underwriting Discounts and Commissions Proceeds to Issuer Proceeds to Selling Stockholder Per Share Total Delivery of the shares of Class A Common Stock 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 determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Credit Suisse Citigroup J.P. Morgan Zelman Partners LLC Houlihan Lokey Comerica Securities The date of this prospectus is , . Table of Contents DESCRIPTION OF OUR BUSINESS Our Company We are one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, we are primarily engaged in the design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada and Colorado. Our core markets include Orange County, Los Angeles, San Diego, the San Francisco Bay Area, Phoenix, Las Vegas and Denver. We have a distinguished legacy of more than 55 years of homebuilding operations, over which time we have sold in excess of 75,000 homes. Our markets are characterized by attractive long-term housing fundamentals and, based upon the Burns Home Value Index, eight of our markets have experienced double-digit year-over-year home price appreciation. We hold leading market share positions in most of our markets and we have a significant land supply with more than 13,200 lots owned or controlled as of March 31, 2013, representing an approximately 12-year supply of lots based upon our home closings during the twelve month period ended March 31, 2013. We have a proven expertise in understanding the needs of our homebuyers and tailoring our product offerings to meet such needs, which allows us to maximize the yield on our land investments by pairing product with market demand. We build and sell across a diverse range of product lines at a variety of price points with an emphasis on sales to entry-level, first-time move-up and second-time move-up homebuyers. We are committed to achieving the highest standards in design, quality and customer satisfaction and have received numerous industry awards and commendations throughout our operating history recognizing our achievements. In 2012 we delivered 950 homes, with an average selling price of approximately $275,000, and recognized home sales revenues and total revenues of $261.3 million and $398.3 million, respectively. In the three months ended March 31, 2013, we delivered 268 homes, with an average selling price of approximately $285,200, and recognized home sales revenues and total revenues of $76.4 million and $80.9 million, respectively. We have experienced significant operating momentum since the beginning of 2012, during which time a variety of key housing, employment and other related economic statistics in our markets have increasingly demonstrated signs of recovery. This rebound in market conditions, when combined with our disciplined operating strategy, has resulted in five consecutive quarters of period over period growth in our net new home orders, home closings and sales backlog. As of March 31, 2013, we were selling homes in 22 communities and had a consolidated backlog of 498 sold but unclosed homes, with an associated sales value of $170.8 million, representing a 50% and 115% increase in units and dollars, respectively, as compared to the backlog at March 31, 2012. As of April 28, 2013, we had a consolidated backlog of more than 550 units with a sales value of more than $200 million. The average selling price for homes in our backlog as of April 28, 2013 was approximately $363,600, representing a significant increase relative to the average selling price of $285,200 for homes closed in the three month period ended March 31, 2013. We believe that the attractive fundamentals in our markets, our leading market share positions, our long-standing relationships with land developers, our significant land supply and our focus on providing the best possible customer experience position us to capitalize on meaningful growth as the U.S. housing market continues to rebound. Table of Contents Table of Contents Industry Overview U.S. Housing Market The U.S. housing market continues to improve from the cyclical low points reached during the 2008 2009 national recession. Between the 2005 market peak and 2011, new single-family housing sales declined 76%, according to data compiled by the U.S. Census Bureau, and median resale home prices declined 34%, as measured by the S&P Case-Shiller Index. In 2011, early signs of a recovery began to materialize in many markets around the country as a result of an improving macroeconomic backdrop and excellent housing affordability. In the year ended December 31, 2012, homebuilding permits increased 29% and the median existing single-family home price increased 6.6% year-over-year. Growth in new home sales outpaced growth in existing home sales over the same period, increasing 20% versus 9% for existing homes (which were propped up by foreclosure-related sales). Historically, strong housing markets have been associated with great affordability, a healthy domestic economy, positive demographic trends such as population growth and household formation, falling mortgage rates, increases in renters that qualify as homebuyers and locally based dynamics such as housing demand relative to housing supply. Many markets across the U.S. are exhibiting most of these positive characteristics. The recent economic growth trajectory in the United States has resulted in an increase in the ratio of newly-created jobs to number of new home permits issued during the last twelve months. Further, the inventory of resale and new unsold homes is well below historical averages and affordability is near its best level in more than 30 years, as measured by the ratio of homeownership costs to household income. As a result of the improving fundamentals, home values are trending up, and the combination of historically low mortgage rates, a declining percentage of distressed sales, and low inventory levels should drive rising home values. JBREC estimates national home values appreciated by approximately 2% in 2012, and forecasts national appreciation of 7.2% in 2013 and 8.7% in 2014, slowing to 6.5% by 2015. While the U.S. housing market continues to improve, regional strength varies. As of February 2013, Northern California, the Southwest, and Southern California rank as the top housing regions in the country based on demand, supply and affordability metrics according to JBREC. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

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+S-1/A 1 d516570ds1a.htm S-1/A S-1/A Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2013 REGISTRATION NO. 333-184998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPERFUND GREEN, L.P. (Exact name of registrant as specified in its charter) Delaware 6221 (State of Organization) (Primary Standard Industrial Classification Code Number) 98-0375395 (I.R.S. Employer Identification Number) Superfund Office Building P.O. Box 1479 Grand Anse St. George s, Grenada West Indies (473) 439- 2418 Martin Schneider Superfund Office Building P.O. Box 1479 Grand Anse St. George s, Grenada West Indies (473) 439-2418 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: James B. Biery Daniel F. Spies Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 (312) 853-4167 Approximate Date Of Commencement Of Proposed Sale To The Public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the Securities Act ) check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities being Registered Proposed Maximum Aggregate Offering Price Amount of Additional Registration Fee(1)* Series A Limited Partnership Units $201,733,991 $0 Series B Limited Partnership Units $304,970,060 $0 (1) Pursuant to Rule 457(o). * As of the date hereof, Registrant registers pursuant to this Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-184998) $201,733,991 of Series A Units and $304,970,060 of Series B Units. Upon the filing of this Amendment No. 1 to the Registration Statement on Form S-1, Registrant carries forward and registers, pursuant to Rule 415(a)(6), $201,733,991 of registered but unsold Series A Units and $304,970,060 of registered but unsold Series B Units from Registrant s previous Registration Statement on Form S-1 (Registration No. 333-162132) for which Registrant has paid $21,533.54 and $24,731.64 in registration fees to the Securities and Exchange Commission, respectively. 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. Table of Contents TABLE OF CONTENTS Page SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including our consolidated financial statements and related notes, and the risk factors beginning on page 16, before deciding whether to purchase shares of our common stock. Unless the context otherwise requires, we use the terms Endurance International Group Holdings , Endurance , our company , we , us and our in this prospectus to refer to Endurance International Group Holdings, Inc. and its subsidiaries. References to The Endurance International Group, Inc. refer to The Endurance International Group, Inc., which is our primary operating company and a wholly owned subsidiary of Endurance International Group Holdings, Inc. See Corporate Information and Structure below for more information. References to Warburg Pincus refer to Warburg Pincus LLC. References to Goldman Sachs refer to Goldman, Sachs & Co. Endurance International Group Holdings, Inc. Mission Our mission is to deliver technology solutions that help SMBs transform the way they do business. Overview We are a leading provider of cloud-based solutions designed to help small- and medium-sized businesses, or SMBs, establish, manage and grow their businesses. We serve approximately 3.4 million subscribers globally with a comprehensive and integrated suite of over 150 products and services that includes initial website design and creation, email and commerce solutions as well as more advanced offerings such as scalable and on-demand computing, security, storage and bandwidth, online marketing, mobile and productivity solutions. There are expected to be more than 76 million SMBs worldwide by the end of 2013,* of which more than 43 million will have direct access to the Internet.** We believe SMBs form the backbone of the global economy and will continue to serve as an engine of innovation and growth. Since our founding in 1997, we have focused on the needs of SMBs and have demonstrated a passion for empowering our subscribers to build their businesses and navigate the rapidly changing technology landscape. Our unwavering focus on serving SMBs has enabled us to amass significant insight into the needs and aspirations of our subscribers while developing a deep understanding of the challenges of serving SMBs at scale. We believe SMBs: are seeking technology solutions to address fundamental business challenges and opportunities, including those presented by the emergence of the digital era; require guidance and support in order to deploy and operate these solutions; face budget constraints which limit their ability to make large capital investments in technology; and are difficult to identify, reach and serve effectively, given their breadth and diversity. * The source of all data denoted with a single asterisk is Access Markets International (AMI) Partners, Inc., June 20, 2013. ** The source of all data denoted with a double asterisk is Access Markets International (AMI) Partners Inc., August 2, 2013. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, dated October 23, 2013 23,390,000 Shares Common Stock This is the initial public offering of shares of common stock of Endurance International Group Holdings, Inc. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $14.00 and $16.00. Our common stock has been approved for listing on The NASDAQ Global Select Market under the symbol EIGI. Upon completion of this offering, we may be a controlled company as defined under the NASDAQ Listing Rules. As an emerging growth company, we are eligible for reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company. See Risk Factors beginning on page 16 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ Underwriting discount(1) $ Proceeds, before expenses, to Endurance International Group Holdings, Inc. $ (1) The underwriters will receive compensation in addition to the underwriting discount. See Underwriting (Conflicts of Interest) beginning on page 161 of this prospectus for a description of the compensation paid to underwriters. To the extent that the underwriters sell more than 23,390,000 shares of common stock, the underwriters have the option to purchase up to an additional 3,508,500 shares at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2013. Goldman, Sachs & Co. Credit Suisse Morgan Stanley Cowen and Company Jefferies Lazard Capital Markets Wells Fargo Securities Prospectus dated , 2013 Table of Contents We built our company to serve the needs of this vibrant, complex and fragmented SMB universe. Our approach allows us to effectively serve this expansive subscriber base at scale while driving a business model with significant growth and strong cash flow. Technology and data form the foundation of our approach. We leverage our substantial investment in proprietary, advanced technology to offer our solutions while relentlessly seeking to reduce the cost of serving our subscribers. In addition, we are rigorously data-driven, collecting valuable information throughout our business and applying sophisticated analytics to inform our subscriber acquisition, engagement and retention strategies and product development initiatives. Our technology platform and data assets enable us to: deliver an integrated and comprehensive suite of products and services that helps SMBs grow their businesses and exploit new digital opportunities; intelligently engage with subscribers, consistent with their needs and in a manner that encourages their adoption of our technology to support and drive the growth in their businesses; provide compelling and affordable solutions to our subscribers; and efficiently acquire and serve different types of SMB subscribers through our multi-brand, multi-channel strategy. Our ability to address the needs of SMBs, while leveraging our technology platform and data assets, has enabled us to grow rapidly, to create long term subscriber relationships and to build an attractive business model that generates substantial cash flow. During the past three years, our revenue grew from $87.8 million to $292.2 million, representing a compounded annual growth rate, or CAGR, of 82%, while our net losses increased from $44.3 million to $139.3 million. During the same period, our adjusted EBITDA grew from $25.1 million to $132.8 million, representing a CAGR of 130%, and our unlevered free cash flow grew from $26.4 million to $101.2 million, representing a CAGR of 96%. For an explanation of adjusted EBITDA and unlevered free cash flow and a reconciliation of adjusted EBITDA and unlevered free cash flow to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, see Non-GAAP Financial Measures. Industry Background There are expected to be more than 76 million SMBs worldwide by the end of 2013,* of which more than 43 million will have direct access to the Internet.** The number of SMBs worldwide is projected to increase by 1.1 million in 2013, of which 770,000 will have access to the Internet.** Within the United States, Canada, Brazil, Russia, India, China, Indonesia and Turkey alone, there are expected be more than 25 million SMBs by the end of 2013, of which more than 15 million will have direct access to the Internet.*** SMBs are broad and diverse, spanning every industry and region of the world. SMBs collectively represent 99% of all private sector companies in the world and employ more than 90% of private sector, non-farm workers.* SMBs are increasingly adopting technology to operate and grow their businesses. Those SMBs that utilize cloud services, including web, email and application hosting and data backup, generate 1.5 times more in annual revenues compared to those that do not deploy cloud-based solutions.* SMBs understand that the growth in global Internet penetration and the proliferation of mobile devices are changing the way in which consumers discover and transact with businesses. Increasingly, SMBs are seeking to take advantage of new developments in e-commerce, online marketing, social media and *** The source of all data denoted with a triple asterisk is Access Markets International (AMI) Partners Inc., September 24, 2013. Table of Contents Table of Contents mobile to transform their businesses, or to build new businesses that were not possible before the advent of these tools. As a result, SMBs are expected to spend approximately $96 billion annually on cloud-based services by 2015, representing a CAGR of 28% since 2012.**** We believe that this growth is driven in large part by the need of SMBs to respond to these digital opportunities. However, approximately 75% of all SMBs do not have a website today.** We believe that the opportunities presented in the digital era will further accelerate the adoption of cloud-based services as SMBs continue to recognize the importance of technology solutions to their success. Over our 16-year operating history, we have developed a deep understanding of the diverse needs of SMBs and the challenges of serving them at scale. We believe SMBs are: Seeking to address fundamental business challenges and opportunities, including the emergence of the digital era. SMBs are seeking comprehensive, flexible, reliable, secure and personalized technology solutions that address challenges and unlock opportunities to succeed in the digital world. For example, SMB customers are shifting their activities online and embracing mobile technologies, social media and e-commerce, which requires SMBs to deploy technology tools, serve customers and compete for business in new and innovative ways. Requiring informed guidance and support. Most SMBs, particularly the one-to-five employee companies that represent the majority of our subscribers, possess limited technology expertise and resources. As a result, SMBs require informed advice and support on ways to improve their operations through technology and to take advantage of new opportunities at all stages of their lifecycles. Facing budget constraints limiting their ability to make large capital investments in technology. SMBs want to leverage modern technology, but are looking for cost-effective solutions that do not require large upfront investments. Difficult to reach and serve effectively, given their breadth and diversity. SMBs are fragmented in terms of size, geography, sophistication and type of industry. As a result, it is challenging to effectively market to, acquire and serve SMB subscribers at scale and in a cost-effective manner. While SMBs represent the largest proportion of all businesses and are massive consumers of technology solutions in the aggregate, we believe that other providers have generally struggled to meet the diverse needs of SMBs for high-quality products, services and support in a comprehensive and profitable way. Our Solution Our passion for empowering diverse SMBs to navigate the rapidly changing technology landscape has led us to a solutions-based approach built on a foundation of technology, data and analytics. We address the challenges of serving this large and fragmented market at scale, in the following manner: We deliver an integrated and comprehensive suite of products and services. We offer a compelling platform with a wide range of products and services designed to help our diverse base of SMB subscribers establish, manage and grow their businesses. By leveraging critical insights drawn from our proprietary collection of SMB data, we develop and expand our **** Source: Parallels IP Holdings GmbH, Parallels Global SMB Cloud Insights, February 5, 2013. Table of Contents Table of Contents portfolio of products and services to provide the solutions our subscribers need and the functionality and features they value. Our cloud-based offerings allow our subscribers to select a customized set of solutions from among a broad range of internally developed and validated third-party products. We intelligently engage with subscribers, consistent with their needs. We leverage our technology and proprietary data to identify subscriber needs and opportunities. This allows us to proactively engage with them via a myriad of customer engagement channels, including phone, email, chat, dashboards, an application marketplace and web video. This ongoing engagement allows us to offer the right solutions at the right time. We believe these capabilities, in turn, lead to greater adoption and deeper entrenchment of our technology and superior subscriber experience, thereby increasing our subscriber retention rates and revenue per subscriber. We provide affordable solutions to our subscribers in a cost-effective manner. Our cloud-based delivery model enables our subscribers to address their business needs with minimal upfront capital investment. As a result of our relentless focus on operational efficiency and lowering our cost to serve, we deliver affordable solutions to our subscribers, by operating: an integrated, cloud-based customer-facing technology platform which permits us to efficiently deliver our products and services and add new subscribers. This technology platform allows us to optimize our investments in infrastructure, benefit from economies of scale and integrate new products and services seamlessly; and proprietary and unified operating and support systems which allow us to operationalize data insights, serve our subscribers intelligently and efficiently, and optimize our internal processes and procedures. We operate these systems across our subscriber base and all of our brands, allowing us to develop an integrated view of each subscriber and enabling us to contact our subscribers through the right channels and offer them the most relevant solutions at the most opportune times. We efficiently acquire and serve subscribers with our multi-brand, multi-channel strategy. We leverage our proprietary data to implement a multi-brand, multi-channel approach that allows us to precisely target the SMB universe, identify the best ways to reach different categories of subscribers and tailor our brands and solutions specifically toward those audiences. Although word-of-mouth referrals represent the largest source of new subscribers, we also leverage online and mobile marketing activities, as well as our network of resellers, strategic partners and referral sources, to grow our subscriber base. Our approach is designed to reach and efficiently on-board subscribers at scale while minimizing subscriber acquisition costs. Our Model We believe that our solution results in a strong, efficient and differentiated business model with the following attributes: Attractive Subscription Model and Retention Rates. Our subscriptions require payment in advance, providing significant cash flow benefits and revenue visibility. Our products and services are tailored to the needs of SMB subscribers and are integral to their businesses. As a result, we benefit from high subscriber and revenue retention rates. Strong Average Revenue Per Subscriber. Our comprehensive platform, data driven approach and proactive subscriber engagement enable us to sell relevant and useful additional Table of Contents Table of Contents products and services to existing and new subscribers, driving higher average revenue per subscriber. Cost-Effective Customer Acquisition. Through our multi-brand, multi-channel approach, we are able to target our marketing spend carefully and acquire subscribers cost-effectively. Due to our large base of subscribers and high customer satisfaction, we also attract a significant percentage of our new subscribers through word of mouth referrals, at no cost to us. Efficient Cost to Serve. We serve our subscribers in a cost-efficient manner as a result of our integrated technology platform and operating support systems which facilitate the collection, analysis and application of large amounts of data. Our cloud-based delivery model enables us to serve subscribers with minimal incremental expense and deploy new products and services quickly and efficiently. We have also developed proprietary techniques that help us to operate with highly efficient server configurations, resulting in low capital expenditures. Virtuous Cycle. As our business continues to grow, we enjoy even greater benefits of scale collecting more data, improving our analytical capabilities, deriving more insight, enhancing our operational efficiency, increasing our cash flow and re-investing in the growth of our business. Our Growth Strategy Since our formation in 1997, we have focused on helping SMBs establish, manage and grow their businesses. To fulfill our mission, we intend to continue to increase our scale, broaden our subscriber footprint, expand our range of product and service offerings and pursue strategic acquisitions. Grow Our Subscriber Base We believe there is a substantial opportunity to expand our subscriber base by: Expanding Existing Channels. We intend to continue to invest in our multiple subscriber acquisition channels, including our resellers, strategic partners and referral sources. We also plan to continue to collaborate with resellers and strategic partners to increase the value proposition of our solutions to subscribers. Expanding Internationally. We have successfully entered foreign markets such as Brazil and India and believe there are significant opportunities to continue growing our global presence. We intend to expand further into international markets by leveraging our technology platform to deliver offerings customized to local markets. Increase Sales of Our Products and Services We intend to expand sales of our products and services to support our subscribers as they grow, by: Expanding Sales of Existing Products and Services. We aim to offer our subscribers the right products and services at the right time. We believe our strong subscriber relationships and our comprehensive portfolio of products and services provide us with the opportunity to drive incremental sales. Continuing to Add Innovative Products and Services. We plan to continue to introduce value-added products and services that address our subscribers needs. As we further expand our solutions, we expect that our subscribers will be more likely to purchase additional products and services from us. Table of Contents TABLE OF CONTENTS PROSPECTUS Page 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 investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. Overview Our Business Tengion is a regenerative medicine company focused on discovering, developing, manufacturing and commercializing a range of neo-organs, or products composed of living cells, with or without synthetic or natural materials, implanted or injected into the body to engraft into, regenerate, or replace a damaged tissue or organ. Using our Organ Regeneration Platform, we create these neo-organs using a patient s own cells, or autologous cells. We believe our proprietary product candidates harness the intrinsic regenerative pathways of the body to regenerate a range of native-like organs and tissues. Our product candidates are intended to delay or eliminate the need for chronic disease therapies, organ transplantation, and the administration of anti-rejection medications. In addition, our neo-organs are designed to avoid the need to substitute other tissues of the body for a purpose to which they are poorly suited. Building on our clinical and preclinical experience, we are initially leveraging our Organ Regeneration Platform to develop our Neo-Urinary Conduit for bladder cancer patients who are in need of a urinary diversion and our Neo-Kidney Augment for patients with advanced chronic kidney disease. Our Neo-Urinary Conduit is intended to replace the use of bowel tissue in bladder cancer patients requiring a non-continent urinary diversion after bladder removal surgery, or cystectomy. We are able to manufacture our Neo-Urinary Conduit using a proprietary process that takes four weeks or less and uses smooth muscle cells derived from a routine biopsy. We are currently conducting a Phase I clinical trial for our Neo-Urinary Conduit in bladder cancer patients to assess its safety and preliminary efficacy, translate the surgical implantation procedure utilized in preclinical studies, and optimize post-operative care. This trial is an open-label, single-arm study, which is currently expected to enroll up to ten patients. In the first quarter of 2013, we enrolled the seventh patient in this trial. Surgeons from three new clinical sites attended the surgery for the seventh patient for training purposes and those clinical sites are now actively recruiting patients. In October 2012, we announced the death of two patients enrolled in our Neo-Urinary Conduit Phase I clinical trial. One patient died of metastatic bladder cancer and the other died of cardiopulmonary arrest following a myocardial infarction, or heart attack. Each of these patients Neo-Urinary Conduits was properly functioning at the time of their death. Both patients died due to afflictions unrelated to the Neo-Urinary Conduit or the surgical procedure. We notified the Data Safety Monitoring Board of these events and the Phase I clinical trial is ongoing. In March 2013, we announced that one patient enrolled in the trial for ten months, who had metastases prior to implantation, had developed metastatic bladder cancer requiring chemotherapy. In order to permit the entire therapeutic approach with this patient to be consistent with the current standard of care, the Neo-Urinary Conduit has been removed and replaced with an ileal conduit. Native-like urinary tissue has been demonstrated in the explanted urinary conduits and function has been demonstrated for up to 10 months post-implantation. We and our clinical investigators believe that the surgical technique used in animal models has been successfully translated to humans. We are actively recruiting patients for the Phase I clinical trial of our Neo-Urinary Conduit product candidate. Seven patients have been implanted with the Neo-Urinary Conduit to date and we are focused on completing implantation of the remaining three patients in the trial and then working with the U.S. Food and Drug Administration, or FDA, during 2013 to plan for a potential Phase 2/3 clinical trial of this product candidate. Our Neo-Kidney Augment is being developed to prevent or delay dialysis by increasing renal function in patients with advanced chronic kidney disease. Our Neo-Kidney Augment is based on our proprietary technology, which uses the patient s cells, procured by a needle biopsy of the patient s kidney, to create an injectable product candidate that can catalyze the regeneration of functional kidney tissue. In April 2012, we completed a successful Pre-IND meeting with the FDA for the Neo-Kidney Augment. We and the FDA agreed on a good laboratory practice, or GLP, animal study program required to support an Investigational New Drug, or IND, filing for a Phase I clinical trial in chronic kidney disease, or CKD, patients. Those GLP studies have been completed. We initiated a clinical trial to dose CKD patients with our Neo-Kidney Augment in Sweden during the second quarter of 2013, and we anticipate commencement of a clinical trial for CKD patients in the United States during the fourth quarter of 2013. To date, we have devoted substantially all of our resources to the development of our Organ Regeneration Platform and product candidates, as well as to our facilities that we employ to manufacture our neo-organs. Since our inception in July 2003, we have had no revenue from product sales, and have funded our operations principally through the private and public sales of equity securities and debt financings. We have never been profitable and, as of June 30, 2013, we had an accumulated deficit of $264.9 million. We expect to continue to incur significant operating losses for the foreseeable future as we advance our product candidates from discovery through preclinical studies and clinical trials and seek marketing approval and eventual commercialization. AMENDEMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Recent Developments 2013 Financing On June 28, 2013, we entered into several agreements with certain new and existing investors (each a 2013 Investor and, collectively, the 2013 Investors ) to provide financing to us of approximately $18.6 million (the 2013 Financing ). Pursuant to the 2013 SPA and the Facility Agreement between us and the 2013 Investors, the 2013 Investors purchased an aggregate of approximately $18.6 million of 2013 Notes as well as 2013 Warrants to purchase an aggregate of approximately 81 million shares of our common stock. The 2013 Investors purchased the 2013 Notes and 2013 Warrants (together, the Securities ) pursuant to the right granted to the 2012 Investors (as defined below) in the securities purchase agreement entered into by us and the investors party thereto (collectively, the 2012 Investors ), dated October 2, 2012 (the 2012 Securities Purchase Agreement ), to purchase up to an additional $20 million of Securities until June 30, 2013 (the Call Option ). Pursuant to the 2013 SPA, the 2013 Investors have the right to participate in any financing conducted by us on or before June 28, 2015. In connection with the 2013 Financing, we also entered into an Amendment, Waiver and Consent Agreement (the Amendment, Waiver and Consent Agreement ) with the 2012 Investors. Pursuant to the Amendment, Waiver and Consent Agreement, we and the 2012 Investors agreed to amend the documentation related to our private placement completed on October 2, 2012 (the October 2012 Financing ) and to waive certain rights thereunder, to, among other things: (i) explicitly permit certain of the 2012 Investors to assign the rights under the Call Option that each such 2012 Investor did not exercise to 2013 Investors; (ii) waive certain procedural requirements regarding the 2013 Financing; (iii) allow us to enter into certain right of first negotiation agreements with respect to our Neo-Urinary Conduit program and Neo-Kidney Augment program, (iv) provide for automatic release of the security interests in assets related to the Esophagus Program upon permitted dispositions of such assets; (v) provide for automatic release of the security interests in assets related to our 80,000 square feet facility in East Norriton, Pennsylvania upon permitted dispositions of such assets; and (vi) allow for waivers and amendments to certain of the October 2012 Financing documentation by a super-majority of the 2012 Investors. 2013 Agreements with Celgene On June 28, 2013, we entered into the Collaboration Agreement with Celgene Corporation ( Celgene ) and Celgene European Investment Company LLC (together with Celgene, the Celgene Companies ), pursuant to which the Celgene Companies paid us $15 million in exchange for (i) five-year warrants to purchase 7,425,743 shares of common stock and ten-year warrants to purchase 14,851,485 shares of common stock, (ii) a right of first negotiation to our Neo-Kidney Augment Program; and (iii) entering into the Collaboration Agreement in which we agreed to limit development of our Esophagus Program to activities under the Collaboration Agreement and in which we also granted to Celgene the option to acquire the rights to our Esophagus Program for 125% of the value of the program, as determined by independent valuation firms. The Esophagus Program is our autologous neo-esophageal implants, which use certain of our intellectual property and a scientific platform relating to the potential creation of new human tissues and organs using autologous cells. The Collaboration Agreement shall expire June 28, 2020, as will Celgene's option to acquire the rights to the Esophagus Program, unless earlier terminated in connection with a change of control transaction. The Right of First Negotiation Agreement (the ROFN Agreement ) granted Celgene a right of first negotiation to the license, sale, assignment, transfer or other disposition by us of any material portion of intellectual property (including patents and trade secrets) or other assets related to the Neo-Kidney Augment program. In the event of a change in control of the Company, the ROFN Agreement and all of Celgene s rights pursuant thereto shall automatically terminate in all respects and be of no further force and effect. 2013 Registration Rights Agreement In connection with the 2013 Financing and the Collaboration Agreement, we entered into a Registration Rights Agreement (the 2013 Registration Rights Agreement ) with the 2013 Investors and Celgene. The 2013 Registration Rights Agreement provides that, within 30 days of the closing of the 2013 Financing, we will file a resale registration statement (the Registration Statement ) covering up to the maximum number of shares underlying the 2013 Notes, 2013 Warrants and the Celgene Warrants that we are able to register pursuant to applicable Securities and Exchange Commission ( SEC ) limitations. The registration statement of which this prospectus forms a part satisfies the requirements of the 2013 Registration Rights Agreement. Under the terms of the 2013 Registration Rights Agreement, we are obligated to maintain the effectiveness of the Registration Statement until all securities therein are sold or otherwise can be sold without registration and without any restrictions. TENGION, INC. (Exact name of Registrant as specified in its charter) 2012 Financing Transaction Document Amendments On February 14, 2013, we entered into the Amendment Agreement to the Warrants and Notes (the Warrants and Notes Amendment ) and the Third Amendment Agreement to the Registration Rights Agreement and Facility Agreement (the Registration Rights and Facility Amendment and together with the Warrants and Notes Amendment, the 2012 Financing Transaction Document Amendments ), each by and among us and the investors in the 2012 Financing (as defined below). Pursuant to the 2012 Financing Transaction Document Amendments, we and the investors in the 2012 Financing agreed to: Limit our registration obligations for the shares underlying the 2012 Notes and the 2012 Warrants, issued in connection with the 2012 Financing to the share limitations imposed by the SEC, which requires that the amount of shares registered not exceed one third of our public float; Provide that shares underlying the Warrants be registered prior to any other securities that we are required to register under the 2012 Financing Transaction Document Amendments and extend the deadline for us to file an initial registration statement to register shares underlying the securities issued in the 2012 Financing to March 31, 2013, a day that is 180 calendar days following the date on which the 2012 Notes and Warrants were issued; Extend the additional filing and registration deadlines with respect to additional registration statements that are required to be filed by us; Provide for a pro rata allocation amongst the 2012 Financing investors of the shares of common stock we are able to register in each registration statement we are required to file; Provide for the assumption that resales of shares of our common stock, when eligible, will be under Rule 144 under the Securities Act of 1933, as amended, unless a 2012 Financing investor informs us of a sale under the registration statement; Allow us to satisfy our interest obligations under the 2012 Notes through the issuance of shares of restricted common stock or, if such issuance would result in a 2012 Financing investor holding more than 9.985% of the total number of our outstanding shares (the 9.985% Limitation ), with warrants to purchase shares of common stock for nominal consideration that would become exercisable only to the extent that such exercise would not result in an investor going over the 9.985% Limitation; Extend the interest payments due April 1, 2013 under the 2012 Notes by one day to April 2, 2013; and Exclude securities that may be issued or issuable pursuant to any financing that we may complete in 2013 with securities with an issuance, conversion price or exercise price greater than $0.75 and gross proceeds of no more than $30 million from the definition of a Major Transaction and to include such financing in the definition of Permitted Liens and Indebtedness under the 2012 Financing Transaction Document Amendments. Consent and Amendment Agreements On October 2, 2012, we conducted a private placement (the 2012 Financing ) of senior secured convertible notes (the 2012 Notes ) and warrants (the 2012 Warrants ), in which we raised approximately $15 million in gross proceeds. The 2012 Financing is described further below. On December 31, 2012, we entered into a Consent and Amendment Agreement (the Amendment ) with holders of the 2012 Notes issued in our 2012 Financing, as described below. Pursuant to the Amendment, the investors agreed to extend the interest payments which were due on January 1, 2013 under the 2012 Notes to February 1, 2013. The aggregate amount of the interest payments is $369,992.48, which amount will continue to accrue interest at the rate of 10% per annum. Additionally, the Amendment amends the registration rights agreement between the Company and the investors entered into in connection with the 2012 Financing to extend the deadline to register the shares underlying the 2012 Notes and 2012 Warrants from December 31, 2012 to January 30, 2013, a date that is 120 days following the issuance of the 2012 Notes and 2012 Warrants. On January 30, 2013, we entered into a Second Consent and Amendment Agreement (the Second Amendment ) with holders of the 2012 Notes issued in the 2012 Financing. Pursuant to the Second Amendment, the investors agreed to extend the interest payments which were due on February 1, 2013 under the 2012 Notes to February 15, 2013. The aggregate amount of the interest payments is $560,051.13, which amount will continue to accrue interest at the rate of 10% per annum. Additionally, the Second Amendment amended the registration rights agreement between the Company and the investors entered into in connection with the 2012 Financing, as amended by the Amendment, to extend the deadline to register the shares underlying the 2012 Notes and 2012 Warrants from January 30, 2013 to March 1, 2013, a date that is 150 days following the issuance of the 2012 Notes and 2012 Warrants. Delaware 2836 20-0214813 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3929 Westpoint Boulevard, Suite G Winston-Salem, NC 27103 (336)722-5855 (Address, including zip code, and telephone number, including area code, of Registrant s principal executive offices) Amended and Restated 2011 Warrants The 2012 Financing triggered an anti-dilution adjustment to the exercise price of the warrants issued in our private placement completed on March 4, 2011 (the 2011 Warrants ). As a result of disagreements with the holders of the 2011 Warrants as to the appropriate adjusted exercise price of the 2011 Warrants, starting on December 31, 2012, we made offers to each of the holders of the 2011 Warrants to amend and restate the 2011 Warrants. Pursuant and subject to exchange agreements (the Exchange Agreements ), the 2011 Warrant holders executing the Exchange Agreements exchanged the 2011 Warrants for amended and restated warrants (the Amended and Restated 2011 Warrants ) that provide for the following amendments: an adjusted exercise price of $1.10, and a proportionate adjustment in the number of shares underlying the 2011 Warrants, which takes into account all adjustments under the 2011 Warrants as a result of the 2012 Financing; certain edits to remove a Delisting (as defined in the 2011 Warrants) from qualifying as a fundamental transaction; a Black-Scholes calculation used to the determine the cash value received by a holder from us in connection with a repurchase of the unexercised portion of a warrant after the occurrence of a fundamental transaction that assumes a zero cost of borrow and a price per share equal to the closing market price of our common stock, immediately prior to the closing of a fundamental transaction; a Black-Scholes calculation for purposes of determining the value of options issued in connection with the sale of other securities that assumes a zero cost of borrow and a price per share equal to the closing market price of our common stock on the date the options are publicly announced, and if not announced, on the date they are issued; and excluding the 2012 Financing and exercise of the call option as a trigger for adjustments to the exercise price of the warrants except that adjustments to the exercise price, conversion price or purchase price of the 2012 Financing securities (i) resulting from registration of such securities with the SEC or the commencements of the Rule 144 Period, as contemplated by the 2012 Financing documents, will result in a proportional adjustment to the exercise price of the warrants and (ii) resulting from additional financings or other events will result in adjustments of the exercise price of the warrants pursuant to the terms of the Amended and Restated 2011 Warrants. Prior to the 2012 Financing, the holders of 2011 Warrants had the right in the aggregate to purchase 1,046,102 shares of common stock at an exercise price of $28.80 per share. As of the date of this prospectus, all holders have executed the Exchange Agreements and received Amended and Restated 2011 Warrants. In April 2013, the exercise price of the Amended and Restated 2011 Warrants was adjusted from $1.10 to $1.01 as a result of the conversion price of the 2012 Notes and the exercise price of the 2012 Warrants being reduced from $0.75 to $0.69. Accordingly, the holders of the Amended and Restated 2011 Warrants now have right in the aggregate to purchase 27,218,851 shares of common stock at an exercise price of $1.01. 2012 Financing On October 2, 2012, we conducted a private placement (the 2012 Financing ) of senior secured convertible notes (the 2012 Notes ) and warrants (the 2012 Warrants ), in which we raised approximately $15 million in gross proceeds. Each of the holders of the demand notes described below exchanged their demand notes for the securities issued in the 2012 Financing. Venture Debt Amendments In connection with the 2012 Financing, on October 2, 2012, the Company, Horizon Credit II LLC ( Horizon ) and Horizon Technology Finance Corporation entered into a First Amendment of Venture Loan and Security Agreement (the Loan Amendment ). The Loan Amendment amends the Venture Loan and Security Agreement dated as of March 14, 2011 pursuant to which Horizon made a loan of $5 million to us (the Horizon Loan ). The Loan Amendment provides that, effective September 1, 2012, the maturity date for the Horizon Loan is extended from January 1, 2014 until May 1, 2014. We were required to make monthly interest payments of $39,654.12 through June 1, 2013 and are required to make monthly interest and principal payments of $354,779.67 from July 1, 2013 through and including May 1, 2014. Horizon s security now includes a lien on our intellectual property assets. Effective September 1, 2012, the interest rate on the Horizon Loan was increased from 11.75% to 13.0% per annum. A. Brian Davis Chief Financial Officer Tengion, Inc. 3929 Westpoint Boulevard, Suite G Winston-Salem, NC 27103 (336)722-5855 Right of First Negotiation On October 2, 2012, we entered into a Right of First Negotiation Agreement (the ROFN Agreement ) with Celgene, pursuant to which we granted Celgene a right of first negotiation to the license, sale, assignment, transfer or other disposition by us of any material portion of intellectual property (including patents and trade secrets) or other assets related to our Neo-Urinary Conduit program. The ROFN Agreement provided for Celgene to receive 2012 Warrants to purchase 50% fewer of the shares that otherwise would have been issued to Celgene in the 2012 Financing. In the event of a change in control of the Company, the ROFN Agreement and all of Celgene s rights pursuant thereto will automatically terminate in all respects and be of no further force and effect. Bridge Financing On September 7, 2012, we issued demand notes (the Demand Notes ) in the aggregate amount of $1 million to certain new and existing investors (the Bridge Financing ). In connection with the transaction, holders of the Demand Notes had the option to exchange the principal balance and accrued interest of their Demand Notes with debt securities and warrants issued by the Company in any subsequent offering. Reverse Stock Split On May 30, 2012, we announced that the Board of Directors approved a reverse split of our common stock at a ratio of 1-for-10, effective June 14, 2012. Our common stock began trading on a split-adjusted basis when the Nasdaq Capital Market opened on June 14, 2012. Listing of our common stock On September 4, 2012, we were notified by Nasdaq of its determination to delist our common stock from Nasdaq effective at the open of business on September 6, 2012, due to our failure to comply with the minimum $2,500,000 stockholders equity requirement for continued listing on the Nasdaq Capital Market. Effective at the opening of the market on September 6, 2012, our common stock was transferred from the Nasdaq Capital Market to the OTCQB, which is operated by OTC Markets, Inc., and continues to trade under the symbol TNGN . Company Information We were incorporated in the State of Delaware in 2003. Our headquarters are at 3929 Westpoint Boulevard, Suite G, Winston-Salem, North Carolina. Our telephone number is (336) 722-5855 and our Internet website address is www.tengion.com. Information on our website is not incorporated into this prospectus and should not be relied upon in determining whether to make an investment in our common stock. Our common stock trades on the OTCQB, which is operated by OTC Markets, Inc., under the symbol TNGN .

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+PROSPECTUS SUMMARY You should read the following summary together with the more detailed information concerning our company, the common stock being sold in this offering, and our consolidated financial statements appearing in this prospectus. Because this is only a summary, you should read the rest of this prospectus before you invest in our common stock. Read this entire prospectus carefully, especially the risks described under the section entitled Risk Factors. Our Company We have pioneered a new class of persistent memory-based storage solutions designed to bring storage performance in line with high-speed applications, servers and networks. Our Flash Memory Arrays are specifically designed at each level of the system architecture starting with memory and optimized through the array to leverage the inherent capabilities of flash memory and meet the sustained high-performance requirements of business-critical applications, virtualized environments and Big Data solutions in enterprise data centers. Our Velocity Peripheral Component Interconnect Express, or PCIe, Flash Memory Cards leverage our persistent memory-based architecture in servers and are optimized for applications that require continuous access to large quantities of low latency persistent memory located directly in servers. We have demonstrated that our persistent memory-based storage solutions provide low latency and sustainable performance with enterprise-class reliability, availability and serviceability through product testing and customer feedback. Our solutions enable customers to realize significant capital expenditure and operational cost savings by simplifying their data center environments. A number of important IT trends are transforming the architecture, design and performance requirements of data centers and highlighting the widening performance gap between storage and other data center technologies. Traditional disk-based storage solutions provided by incumbent primary storage vendors have been unable to adequately scale performance to address this widening gap due to the inherent limitations of hard disk drives, contributing to a performance bottleneck in the data center. We believe there is a pressing need for a new approach to storage, across both array- and server-based architectures, designed to address the input/output, or I/O, intensive requirements of today s real-time applications and enable organizations to optimize the utilization and performance of their enterprise data centers and hyperscale cloud environments. Our Flash Memory Arrays integrate enterprise-class hardware and software technologies to cost effectively address the limitations of other storage solutions. Our storage systems are based on a four-layer hardware architecture which is tightly integrated with our Violin Memory Operating System, or vMOS, software stack to optimize the management of flash memory at each level of our system architecture. In March 2013, we expanded our innovation in persistent memory technologies and proprietary techniques in flash management from our memory arrays to our Velocity PCIe Flash Memory Cards. Our Velocity PCIe Flash Memory Cards leverage our expertise in persistent memory-based storage and controller design, as well as our vMOS software stack, to offer a differentiated architecture in a widely deployable PCIe form factor. Additionally, we believe our relationship with Toshiba, a leading provider of flash memory and one of our principal stockholders, allows us to design our systems to unlock the inherent performance capabilities of flash technology and enables us to develop around new generations of flash memory rapidly. As of July 31, 2013, we believe our persistent memory-based storage solutions have been implemented by more than 250 enterprises in diverse end markets, including financial services, Internet, government, media and entertainment and telecommunications. We primarily sell our products and services through our direct sales force and global network of over 100 resellers to provide a high level of end-customer engagement. We maintain relationships with systems vendors and key technology partners, such as Dell, Fujitsu, IBM, Microsoft, SAP, Symantec, Toshiba and VMware. We have grown our business substantially for the past three years with total revenue of $11.4 million, $53.9 million and $73.8 million in fiscal 2011, 2012 and 2013, respectively and $51.3 million for the six months ended July 31, 2013. We only recently introduced our Velocity PCIe Memory 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 such offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2013 Preliminary Prospectus 18,000,000 Shares Common Stock This is the initial public offering of shares of common stock of Violin Memory, Inc. Prior to this offering, there has been no public market for our common stock. We are offering 18,000,000 shares of common stock. The initial public offering price of our common stock is expected to be between $8.00 and $10.00 per share. We have applied to list our common stock on the New York Stock Exchange under the symbol VMEM. We are an emerging growth company, as defined in section 2(a) of the Securities Act, and may elect to comply with reduced U.S. public company reporting requirements. Investing in our common stock involves a high degree of risk. Please read Risk Factors beginning on page 11 of this prospectus. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to Violin Memory, before expenses $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. The underwriters have an option to purchase a maximum of 2,700,000 additional shares of common stock from us at the public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date 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 underwriters expect to deliver the shares of common stock to purchasers on , 2013. J.P. Morgan Deutsche Bank Securities BofA Merrill Lynch Barclays Baird Pacific Crest Securities , 2013 Table of Contents Card solutions in March 2013 and have not derived significant revenue from the sale of these solutions to date. We had a net loss of $16.7 million, $44.8 million and $109.1 million in fiscal 2011, 2012 and 2013, respectively and $59.2 million for the six months ended July 31, 2013. Industry Background A number of important IT trends are highlighting the widening performance gap between storage and other data center technologies. These trends include the acceleration of server and network technologies; widespread adoption of virtualization technologies; proliferation of public and private cloud-based environments; explosive data growth and demand for high-frequency, real-time access; the increasing strategic importance of in-memory computing; and a focus on reducing data center complexity and lowering total cost of ownership. Organizations seek to address this performance gap and optimize the utilization of both their enterprise data center and hyperscale cloud environments. Traditional disk-based storage solutions provided by incumbent primary storage vendors, such as Dell, EMC, Hewlett-Packard (3PAR), Hitachi, NetApp and Oracle, have been unable to adequately scale performance to address this widening gap due to the inherent limitations of hard disk drives, contributing to a performance bottleneck in the data center. There has been an increasing shift towards the use of persistent memory-based solutions, across array- and server-based configurations. We believe other flash-based solutions provided by vendors, including EMC, Fusion-io, Intel, Micron, Samsung, SanDisk and sTec, while offering greater performance than disk-based storage solutions, have nevertheless been unable to adequately address this bottleneck due to the limitations of their software and controller technologies that have not been specifically designed to address the technical challenges of flash memory. IDC estimates worldwide spending on enterprise storage systems will grow from $35.0 billion in 2012 to $42.5 billion in 2017. A majority of this market is comprised of disk-based capacity-optimized and performance-optimized systems, which together is expected to grow at a compound annual growth rate, or CAGR, of 2.2% from $32.8 billion in 2012 to $36.5 billion in 2017. As enterprises seek alternatives to traditional disk-based storage solutions and the price of flash continues to decline, there has been a shift toward I/O intensive storage, which is expected to grow at a CAGR of 23.1% from $2.2 billion in 2012 to $6.1 billion in 2017.1 We believe there is an opportunity for a disruptive solution to capture the I/O intensive storage market as well as a meaningful portion of the market for disk-based capacity-optimized and performance-optimized systems. Furthermore, the server-based flash storage market continues to be a large and growing opportunity. IDC estimates the server-based, or PCIe, storage market will grow at a CAGR of 32.1% from $0.9 billion in 2012 to $2.9 billion in 2016.2 In an effort to overcome the limited performance capabilities of disk-based storage solutions, vendors have begun incorporating persistent memory-based solutions as an alternative. Adoption of solid state storage has accelerated as flash memory prices have decreased. According to Gartner, the worldwide average selling price of NAND flash memory per gigabyte has declined from $19.13 in 2006 to $0.73 in 2012.3 Persistent memory-based solutions are generally deployed in two configurations, array-based and server-based. Array-based solutions are found in two configurations, arrays built using off-the-shelf controllers and solid state drives, or SSDs (or a 1 IDC, Worldwide Enterprise Storage Systems 2013 2017 Forecast: Customer Landscape Is Changing, Defining Demand for New Solutions, May 2013 2 IDC, Worldwide Solid State Storage 2012-2016 Forecast Update, December 2012 3 Gartner, Forecast: Memory, Worldwide, 2010-2017, 2Q13 Update, June 27, 2013. Gartner, Forecast: Memory, Worldwide, 2006-2016, 3Q12 Update, September 11, 2012. The Gartner Report(s) described herein (the Gartner Report(s) ) represent(s) data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ( Gartner ), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this filing) and the opinions expressed in the Gartner Report(s) are subject to change without notice. Table of Contents Table of Contents hybrid of both HDDs and SSDs) or specifically designed all-flash memory arrays. Array-based and server-based solutions using off-the-shelf components, which we refer to as other flash-based storage solutions, deliver improved performance relative to disk-based storage solutions. However, their ability to optimize flash memory technology is severely limited principally due to their utilization of off-the-shelf flash memory chips, commodity controllers, commercially available data protection algorithms and management software originally designed for HDDs. We believe that the implementation of purpose-built intelligent software and controller technologies that are tightly integrated with persistent memory-based solutions are necessary to address the technical challenges of flash memory and to deliver sustained high performance and endurance. Without the implementation of technologies specifically designed for flash memory, the performance sustainability and endurance of other flash-based storage solutions remain significantly limited. Key Limitations of Disk-based and Other Flash-based Storage Solutions Slow response times of disk-based storage solutions. Disk-based storage solutions are unable to deliver the low latency required by today s high-performance applications. While over-provisioning with more HDDs modestly increases I/O throughput, this approach cannot reduce I/O response time due to the physics of rotating media and the architecture of disk-based storage solutions. Limited ability to provide scalable and sustained performance under peak workloads. While other flash-based storage solutions can provide improved performance over disk-based storage solutions, they suffer from the Write Cliff issue, a phenomenon that refers to a significant spike in latency and slower I/O response times experienced by flash memory during erase cycles. This prevents other flash-based storage solutions from delivering predictable and sustainable performance during periods of peak workload. Additionally, the performance scalability of other flash-based storage solutions is restricted by the limitations of storage controller technologies and software algorithms that were not specifically designed for flash technology. High cost per transaction and overall total cost of ownership. Disk-based and other flash-based storage solutions are not typically optimized to reduce the cost of storage associated with the execution of individual transactions of high-speed applications, which we refer to as cost per transaction. In addition, the current approach of over-provisioning storage resources to address the performance gap increases facilities costs, management overhead and energy consumption. Not optimized for real-time application workloads. Disk-based storage solutions were not originally designed to serve the dynamic requirements of real-time application workloads. For example, disk-based storage solutions are designed for sequential workloads, not the random I/O patterns inherent in virtualized and cloud-based environments. Similarly, disk-based storage solutions are not designed to deliver the high performance and high scalability requirements of Big Data analytics applications. While other flash-based storage solutions deliver improved performance over disk-based storage solutions, they are generally limited in their ability to address the sustained and scalable performance required by I/O intensive virtualized and cloud-based environments, Big Data analytics and other real-time application workloads. As a result of these limitations, we believe there is a pressing need for a fundamentally new approach to provide sustained high-performance storage that offers low latency, high bandwidth and extensive capacity as well as enterprise-class reliability, availability and serviceability. In addition, these solutions must enable enterprises to realize capital expenditure and operational cost savings by simplifying their data center environments. Our Solution We have pioneered a new class of persistent memory-based storage solutions, in both array and server configurations designed to bring storage performance in-line with high-speed applications, servers and networks. Table of Contents Pioneering a new class of persistent memory-based storage solutions Low latency and fast response times Sustained and scalable high performance Low cost per transaction and overall total cost of ownership Designed for real-time application workloads Violin Flash Memory Array Violin PCIe Flash Memory Card High performance density Financial service media & Entertainment Internet Government Telecom Consumer Healthcare Industrial Education Transportation Table of Contents Our Flash Memory Arrays are specifically designed at each level of the system architecture starting with memory and optimized through the array to leverage the inherent capabilities of flash memory and meet the sustained high-performance requirements of business-critical applications, virtualized environments and Big Data solutions in enterprise data centers. In addition, we have brought our innovation in persistent memory technologies and proprietary techniques in flash management from our memory arrays to our Velocity PCIe Flash Memory Cards. Our Velocity PCIe Flash Memory Cards leverage our expertise in persistent memory-based storage and controller design, as well as our vMOS software stack, to offer a differentiated architecture that delivers sustained high performance, spike-free low latency and enterprise-class availability and reliability in a widely deployable PCIe form factor. Our persistent memory-based storage solutions address fundamental challenges in the data center and deliver critical benefits to enterprises, including: Low latency and fast response times. Our persistent memory-based storage solutions significantly reduce latency and enable fast response times as a result of our parallel system and proprietary hardware-accelerated management algorithms. Sustained and scalable high performance. Our persistent memory-based storage solutions provide enterprises with the sustained high performance required to run business-critical applications in today s random I/O workload environments, overcoming the Write Cliff issues experienced by other flash-based storage solutions. Further, we believe our vMOS software-stack enables our Flash Memory Arrays and Velocity PCIe Flash Memory Cards to scale performance more effectively than disk-based and other flash-based storage solutions on a sustained performance basis. Low cost per transaction and overall total cost of ownership. Our persistent memory-based storage solutions can generate significant savings on a cost per transaction basis and provide greater return on investment to enterprises. Additionally, the enhanced performance provided by our systems offers significant opportunities for infrastructure consolidation, which reduces both capital and operating expenses necessary to manage data center assets. Optimized for real-time application workloads. Our Flash Memory Arrays are specifically designed to deliver the sustainable and scalable performance required by a broad range of real-time application workloads. Additionally, unlike many other flash-based storage solutions, our solutions are highly interoperable with existing virtualization infrastructures, allowing IT managers to leverage existing data center networking and operating systems in both virtual and cloud-based environments without making changes to management software. Our Strategy Our objective is to be the leading supplier of persistent memory-based storage solutions for business-critical applications, virtualized environments, Big Data solutions and data center and hyperscale cloud environments. Key elements of our strategy include: Continue to pursue technology and product innovation to bring storage capabilities in line with advancements in server and network technologies. We intend to continue to innovate and invest in new products, across both server- and array-based configurations, designed to leverage the capabilities of future generations of memory technology to cost-effectively provide greater levels of sustained performance. We also plan to continue to integrate software into our hardware to build an end-to-end storage platform that further enhances storage optimization, data management and analytics capabilities and other embedded applications. Maintain high levels of customer engagement to drive sales. We intend to drive further penetration and deployment of our persistent memory-based storage solutions within our existing base of over 250 Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

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+This summary highlights information appearing elsewhere in, or incorporated by reference into, this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in common stock offered hereby. You should carefully read the entire prospectus, including the section entitled Risk Factors, along with the financial data and related notes and the other documents that we incorporate by reference into this prospectus. Except as otherwise indicated or otherwise required by the context, references in this prospectus to we, us, our, SolarCity, the company or the Issuer refer to the combined business of SolarCity Corporation and its subsidiaries. SolarCity Our Vision for Better Energy We sell renewable energy to our customers at prices below utility rates. Our long-term agreements generate recurring customer payments and position us to provide our growing base of customers with other energy products and services that further lower their energy costs. We call this Better Energy. Overview The demand for Better Energy is allowing us to install more solar energy systems than any other company in the United States. We believe this significant demand for our energy solutions results from the following value propositions: We lower energy costs. Our customers buy renewable energy from us for less than they currently pay for electricity from utilities with little to no up-front cost. They are also able to lock in their energy costs for the long term and insulate themselves from rising energy costs. We build long-term customer relationships. Most of our customers agree to a 20-year contract term, positioning us to provide them with additional energy-related solutions during this relationship to further lower their energy costs. At the end of the original contract term, we intend to offer our customers renewal contracts. We make it easy. We perform the entire process, from permitting through installation, and make it simple for customers to switch to renewable energy. We focus on quality. Our top priority is to provide value and quality service to our customers. We have assembled a highly skilled team of in-house professionals dedicated to the highest engineering standards, overall quality and customer service. We currently serve customers in 14 states, and we intend to expand our footprint internationally, operating in every market where distributed solar energy generation is a viable economic alternative to utility generation. We generate revenue from a mix of residential customers, commercial entities such as Walmart, eBay and Intel, and government entities such as the U.S. Military. Since our founding in 2006, we have provided or contracted to provide systems or services to more than 82,000 customers. Every five minutes of the working day a new customer makes the switch to Better Energy. In addition, aggregate contractual cash payments that our customers are obligated to pay over the term of our long-term customer agreements have grown at a compounded annual rate of 109% since 2009. We structure these customer agreements as either leases or power purchase agreements. Our lease customers pay a fixed monthly fee with an electricity production guarantee. Our power purchase agreement customers pay a rate based on the amount of electricity the solar energy system actually produces. 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 jurisdiction where the offer or sale is not permitted. Subject To Completion, Dated October 15, 2013 3,400,000 Shares SolarCity Corporation is offering 3,400,000 shares of common stock, par value $0.0001 per share, pursuant to this prospectus. Elon Musk, the chairman of our board, and Lyndon R. Rive, our chief executive officer, have indicated their intent to purchase up to an aggregate of approximately 560,000 shares of common stock in this offering, and Hayes Barnard, our chief revenue officer, and Bennet Van de Bunt, a prospective board nominee, have indicated their intent to purchase up to an aggregate of approximately 290,000 shares of common stock in this offering, in each case from the underwriters at the public offering price as described under Underwriting in this prospectus. Concurrently with this offering, we are offering up to $200.0 million aggregate principal amount of convertible notes, assuming no exercise of the underwriters over-allotment option (or up to $230.0 million aggregate principal amount of our convertible notes if the underwriters in the convertible notes offering exercise their over-allotment option in full), pursuant to a separate registration statement. The offering of shares pursuant to this prospectus is contingent upon the closing of the convertible notes offering, and the concurrent offering of our convertible notes is contingent upon the closing of the offering of the shares hereunder. Our common stock is listed on the NASDAQ Global Market under the symbol SCTY. On October 14, 2013, the closing sale price of our common stock was $46.46 per share. See Risk Factors beginning on page 9 to read about important factors you should consider before buying our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. The underwriters have the option to purchase up to an additional 510,000 shares of common stock from us at the offering price less the underwriting discount, within 30 days from the date of this prospectus. The underwriters expect to deliver the shares sold on the date hereof to investors in book-entry form through The Depository Trust Company on or about . Goldman, Sachs & Co. Credit Suisse BofA Merrill Lynch J.P. Morgan Prospectus dated , 2013 Table of Contents INCORPORATION BY REFERENCE The rules of the Securities and Exchange Commission, or SEC, allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents listed below: our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 27, 2013, or the Form 10-K; the information specifically incorporated by reference into the Form 10-K from our Definitive Proxy Statement on Schedule 14A filed on April 30, 2013; our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013, and for the quarter ended June 30, 2013 filed with the SEC on August 9, 2013 or the Form 10-Q; our Current Reports on Form 8-K filed with the SEC on February 14, 2013, May 29, 2013, June 7, 2013, June 13, 2013, June 24, 2013, August 19, 2013, September 10, 2013 and October 10, 2013; and the description of our common stock contained in our Registration Statement on Form 8-A (SEC File No. 001-35758), filed with the SEC on December 6, 2012. Notwithstanding the foregoing, we are not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the SEC. Any statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Documents incorporated by reference are available from us without charge, excluding all exhibits unless we have specifically incorporated by reference the exhibit in this prospectus. You may obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from: SolarCity Corporation Attention: Investor Relations 3055 Clearview Way San Mateo, CA 94402 investors@solarcity.com (650) 963-5920 Table of Contents Our long-term lease and power purchase agreements create high-quality recurring customer payments, investment tax credits, accelerated tax depreciation and other incentives. Our financial strategy is to monetize these assets at the lowest cost of capital. We share the economic benefit of this lower cost of capital with our customers by lowering the price they pay for energy. Historically, we have monetized the assets created by substantially all of our leases and power purchase agreements via financing funds we have formed with fund investors. In general, we contribute the assets to the financing fund and receive upfront cash and retain a residual interest. The allocation among us and the fund investors of the economic benefits as well as the timing of receipt of such economic benefits varies depending on the structure of the financing fund. We use a portion of the cash received from the financing fund to cover our variable and fixed costs associated with installing the related solar energy systems. We invest the excess cash in the growth of our business. Most of our customer relationships begin when we enter into long-term energy contracts. These long-term energy contracts serve as a gateway for us to perform energy efficiency evaluations and facilitate energy efficiency upgrades for our residential customers. During an energy efficiency evaluation, our proprietary software enables us to capture, catalog and analyze all of the energy loads in a home to identify the most valuable and actionable solutions to lower energy costs. We then offer to facilitate the appropriate upgrades to improve the home s energy efficiency. Through the first quarter of 2013, we typically acted as a general contractor and performed energy efficiency upgrades for our customers following energy efficiency evaluations and recommendations. Our current plan is to implement a new sales approach of facilitating energy efficiency upgrades through trusted third-party vendors and to transition from performing these upgrades ourselves. We also offer energy-related products such as electric vehicle charging stations and proprietary advanced monitoring software, and are expanding our product portfolio to include additional products such as on-site battery storage solutions. As our customers energy needs evolve over time, we believe we are well-positioned to be their provider of choice. Market Opportunity According to the Energy Information Agency, or EIA, in 2012, total sales of retail electricity in the United States were $363 billion. U.S. retail electricity prices have increased at an average annual rate of 3.5% and 2.5% from 2002 to 2012 for residential and commercial customers, respectively. The average annual rate increase in the states where we operate has been higher. For example, in Hawaii, retail electricity prices have increased at an average annual rate of 9.1% and 9.5% from 2002 to 2012 for residential and commercial customers, respectively. Despite these increasing U.S. retail electricity prices, U.S. electricity usage has continued to grow over the past 10 years. Across the United States, many utility customers are paying retail electricity prices at or above our current blended electricity price of 14.1 cents per kilowatt hour, or kWh. Based on EIA data, in 2011 approximately 377 terawatt hours, or TWh, of the retail electricity sold in the United States was priced, on average, at or above our current blended electricity price. The volume of sales in TWh at or above this rate increased approximately 267% from 2001 to 2011. In dollar terms, 2011 data suggests a U.S. market size of $63 billion at an electricity price at or above 14.1 cents per kWh. Using historical annual growth rates for residential and commercial retail electricity prices for 2002 to 2012 and flat electricity consumption, the implied U.S. market size at or above 14.1 cents per kWh increases to $185 billion, or 1,069 TWh, by 2018. As a result of rising energy prices, the market for energy efficiency solutions is expected to grow significantly. According to an October 2012 report by Navigant Research, the energy efficient housing market will expand rapidly over the remainder of the decade, growing from an annual market value of $14 billion in 2012 to almost $84 billion by 2020. This sector consists primarily of the installation and Table of Contents CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. These statements may be made directly in this prospectus or may be incorporated into this prospectus by reference to other documents. You can identify these forward-looking statements by use of words such as strategy, expects, continues, plans, anticipates, believes, will, estimates, intends, projects, goals, targets and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements in this prospectus. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important risk factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements. These factors include those appearing under the heading Risk Factors in this prospectus, the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently update or revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events. Some of the factors that we believe could affect our results include: the impact that existing electric utility industry regulations, and changes to those regulations, may have on demand for the purchase and use of solar energy systems; our reliance on net metering and related policies to offer competitive pricing to our customers in some of our key markets; our dependence on the availability of rebates, tax credits and other financial incentives; our dependence on the regulatory treatment of third-party owned solar energy systems; determinations by the Internal Revenue Service or the U.S. Treasury Department of the fair market value of our solar energy systems; our ability to finance solar energy systems through financing arrangements with fund or other types of investors; the retail price of utility-generated electricity or electricity from other energy sources; and the costs of being a public company, including Sarbanes-Oxley Act compliance. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Table of Contents deployment of energy efficiency products and services, including energy efficiency-related engineering, construction, services, technical support and equipment. Rising retail electricity prices, coupled with inelastic demand, create a significant and growing market opportunity for lower cost retail energy. SolarCity sells cleaner, cheaper energy than utilities. Our Approach We have developed an integrated approach that allows our customers to switch to Better Energy in a simple and cost-efficient manner. The key elements of our integrated approach are: Sales. We have structured our sales organization to efficiently engage prospective customers, from initial interest through customized proposals and, ultimately, signed contracts. Financing. We provide multiple pricing options to our customers to help make renewable, distributed energy affordable. Engineering. We have developed software that simplifies and expedites the custom design process and optimizes the energy production of each solar energy system. Installation. We obtain all necessary building permits and handle the installation of our solar energy systems. By managing these logistics, we make the installation process simple for our customers. Monitoring and Maintenance. Our proprietary monitoring software provides both SolarCity and our customers with a real-time view of their energy generation, consumption and carbon offset through an easy-to-read application available on smartphones and any device with a web browser. Complementary Products and Services. Using our proprietary software, we analyze our customers energy usage and identify opportunities for energy efficiency improvements. Our Strengths We believe the following strengths enable us to deliver Better Energy: Lower cost energy. We sell energy to our customers at prices below utility rates. Our customers typically achieve a lower overall electricity bill immediately upon installation. As retail utility rates rise, our customers savings increase. Easy to switch. By providing the sales, financing, engineering, installation, monitoring and maintenance ourselves, we offer a simple and efficient process to our customers. Long-term customer relationships. Most of our solar energy customers purchase energy from us under 20-year contracts, and we leverage these relationships to facilitate energy services and products tailored to our customers needs. In addition, because our solar energy systems have an estimated life of 30 years, we intend to offer our customers renewal contracts at the end of the original contract term. Significant size and scale. We believe that our size and scale provide our customers with confidence in our continuing ability to service their system and guarantee its performance over the duration of their long-term contract. Innovative technology. We continually innovate and develop new technologies to facilitate our growth and to enhance the delivery of our products and services. Brand recognition. Our ability to provide high-quality services, our dedication to best-in-class engineering efforts and our exceptional customer service have helped us establish a recognized and trusted national brand. Table of Contents Strong leadership team. We are led by a strong management team with demonstrated execution capabilities and an ability to adapt to rapidly changing market environments. Our Strategy Our goal is to become the largest provider of clean distributed energy in the world. We plan to achieve this disruptive strategy by providing every home and business an alternative to their energy bill that is cleaner and cheaper than their current energy provider. We intend to: Rapidly grow our customer base. We intend to invest significantly in additional sales, marketing and operations personnel and leverage strategic relationships with new and existing industry leaders to further expand our business and customer base. Continue to offer lower priced energy. We plan on reducing costs by continuing to leverage our buying power with our suppliers, developing additional proprietary software to further ensure that our integrated team operates as efficiently as possible, and working with fund investors to develop innovative financing solutions to lower our cost of capital and offer lower-priced energy to our customers. Leverage our brand and long-term customer relationships to provide complementary products. We plan to continue to invest in and develop complementary energy products, software and services, such as energy storage and energy management technologies, to offer further cost-savings to our customers. Expand into new locations. We intend to continue to expand into new locations, initially targeting those markets where climate, government regulations and incentives position solar energy as an economically compelling alternative to utilities. Recent Developments On September 6, 2013, we completed our acquisition of specified assets and liabilities pursuant to an asset purchase agreement with Paramount GR Holdings, LLC, a Delaware limited liability company, and Paramount Energy Solutions, LLC, a Delaware limited liability company, which we collectively refer to as Paramount Solar. Under the terms of the purchase agreement, we issued 3,674,565 shares of our common stock and we paid $3.7 million in cash consideration. For further details regarding the Paramount Solar transaction, see our Forms 8-K filed on August 19, 2013 and September 10, 2013, which are incorporated in this prospectus by reference. On October 8, 2013, we entered into a merger agreement with Zep Solar, Inc., a California corporation ( Zep Solar ), pursuant to which, on the terms and subject to the satisfaction of the conditions set forth in the merger agreement, we will acquire Zep Solar. Under the terms of the merger agreement, the consideration will consist of approximately $158.0 million worth of shares of our common stock, subject to certain adjustments. The transaction is expected to be completed in December 2013, subject to customary closing conditions and the completion of a fairness hearing with the California Department of Corporations with respect to the shares of our common stock to be issued in the merger, and in any event no earlier than December 3, 2013. By acquiring Zep Solar, we believe we can deliver solar electricity at a lower cost than was previously possible. We plan to continue to offer the Zep Compatible platform to international installers looking to increase their productivity. For further details regarding the Zep Solar transaction, see our Form 8-K filed on October 10, 2013, which is incorporated in this prospectus by reference. Corporate Information Our principal executive offices are located at 3055 Clearview Way, San Mateo, CA 94402. Our telephone number is (650) 638-1028 and our website address is www.solarcity.com. The information on, or accessible through, our website is not a part of this prospectus. Table of Contents The Offering Issuer SolarCity Corporation. Common Stock Offered 3,400,000 shares. Common Stock Outstanding Following this Offering(1) 81,678,355 shares. Option to Purchase Additional Shares The underwriters have an option to purchase a maximum of 510,000 additional shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. NASDAQ Global Market Our common stock is listed on the NASDAQ Global Market under the symbol SCTY. Use of Proceeds We intend to use the net proceeds from this offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions. From time to time, we evaluate potential acquisitions and strategic transactions of businesses, technologies or products. Currently, however, we do not have any definitive agreements with respect to any material acquisitions or strategic transactions.

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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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+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 information contained throughout this prospectus and is qualified in its entirety by reference to the more detailed information and financial statements included elsewhere herein. This summary may not contain all of the information that may be important to you. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Before making an investment decision, you should read carefully the entire prospectus, including the information under "Risk Factors" beginning on page 4 and our financial statements and related notes thereto . Unless the context otherwise requires or indicates, when used in this prospectus, references to "we," "our," "us," "the Company" and "TMP" refer to Targeted Medical Pharma, Inc. and its subsidiaries; references to "Reorganization" refers to the merger by and between Targeted Medical Pharma, Inc. and AFH Acquisition III, Inc. and its subsidiaries, pursuant to which we became a publicly-held reporting company. references to "CCPI" refer to Complete Claims Processing Inc., our wholly-owned subsidiary; references to "PTL" refer to Physician Therapeutics, a division of our Company; and references to "LIS" refer to Laboratory Industry Services, a division of our Company. Our Business Targeted Medical Pharma, Inc. is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. We began our operations as Laboratory Industry Services LLC, a Nevada limited liability company, which was founded in 1996 by Elizabeth Charuvastra, our former Executive Chairman and Vice President of Regulatory Affairs, and William E. Shell, MD, our Chief Executive Officer and Chief Science Officer. Laboratory Industry Services is an independent diagnostic testing facility. In 1999, Ms. Charuvastra and Kim Giffoni, our Executive Vice President of Foreign Sales and Investor Relations, co-founded Targeted Medical Foods, a California general partnership, which was converted into a California limited liability company in 2002, to develop medical food products. In 2003, Targeted Medical Foods formed Physician Therapeutics LLC, a Nevada limited liability company and a majority-owned subsidiary of Targeted Medical Foods, to distribute medical food products. In 2006, Targeted Medical Foods reorganized as a Delaware corporation and changed its name to Targeted Medical Pharma, Inc. Physician Therapeutics LLC and Laboratory Industry Services LLC became divisions of Targeted Medical Pharma, Inc. In 2007, we formed Complete Claims Processing Inc., a California corporation and our wholly-owned subsidiary, as a specialty billing and collection services company to provide billing and collection services relating to our products dispensed by physician clients and to physician clients of some of our distributors. We develop and sell a line of patented prescription medical food products that are currently sold in the United States through a network of distributors and directly to physicians who dispense medical foods and other pharmaceutical products through their office practices. Our proprietary patented technology uses a five component system to allow uptake and use of important neurotransmitter precursors to produce the neurotransmitters that control autonomic nervous system function such as sleep and pain perception. The neurotransmitters addressed by our patents include nitric oxide, acetylcholine, serotonin, norepinephrine, epinephrine, dopamine and histamine. The technology addresses neuron specificity and elimination of attenuation, or tolerance that is characterized by the need for increased dosage. The combination of the neurotransmitters and their precise proportions allows for a wide range of products. There are six issued patents and nine pending applications that cover aspects of the inventions. We support our physician clients with a proprietary pharmacy claims processing service specifically designed for billing and collecting insurance reimbursement from private insurance, workers compensation and Medicare for our medical food products, therapeutic systems, generic and branded drugs. Our wholly-owned subsidiary, Complete Claims Processing Inc., provides this service to physician offices for the specific purpose of optimizing insurance reimbursement for dispensed products. The Reorganization On January 31, 2011, we entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), by and among AFH Acquisition III, Inc. ("AFH"), TMP Merger Sub, Inc. ("TMP Merger Sub"), AFH Merger Sub, Inc. ("AFH Merger Sub"), AFH Holding and Advisory, LLC ("AFH Advisory"), Targeted Medical Pharma, Inc. ("Old TMP"), William E. Shell, MD, Elizabeth Charuvastra and Kim Giffoni, whereby TMP Merger Sub merged (the "TMP Merger") with and into Old TMP with Old TMP continuing as the surviving entity (we are the surviving entity of the TMP Merger). Immediately after the TMP Merger, AFH merged (the "AFH Merger" and, together with the TMP Merger, the "Reorganization") with and into AFH Merger Sub with AFH continuing as the surviving entity under the name "TMP Sub, Inc." (the surviving entity of the AFH Merger, the "Subsidiary"). As a result of the Reorganization, the Subsidiary is our wholly-owned subsidiary. The purpose of the Reorganization was to become a publicly reporting company providing regular updates on our business to our stockholders and to be able to access additional sources of financing to expand our business. Risk Factors Investing in our securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the section entitled " Risk Factors " immediately following this prospectus summary. Company Information Our executive offices are located at 2980 Beverly Glen Circle, Suite 301, Los Angeles, California 90077 and our telephone number at this location is (310) 474-9809. Our website address is www.targetedmedicalpharma.com . The information on our website is not part of this prospectus.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before investing in the securities offered hereby, you should read the entire prospectus, including our financial statements and related notes included in this prospectus and the information set forth under the headings Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations. This prospectus contains forward looking statements that involve risks and uncertainties. In this prospectus, the terms BioNeutral, the Company, we, us, and our refer to BioNeutral Group, Inc. OUR BUSINESS We are a life science specialty technology company that has developed a novel combinational chemistry-based technology which we believe in certain circumstances may neutralize harmful environmental contaminants, toxins and dangerous micro-organisms, including bacteria, viruses and spores. We currently operate our business through our subsidiary, BioNeutral Laboratories Corporation USA ( BioNeutral Laboratories or BioLabs ), a corporation organized in Delaware in 2003. We currently are not generating any meaningful revenues and we have incurred losses since inception. We have relied upon the sale of our securities in unregistered private placement transactions and loans from affiliated and non-affiliated persons to fund our operations. For the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and to pursue our business activities. We were incorporated in the State of Nevada on April 10, 2007 under the name Moonshine Creations, Inc. , and changed our name to BioNeutral Group, Inc. On December 22, 2008, from our incorporation until January 30, 2009, we did not have significant business operations. Table of Content 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. TABLE OF CONTENTS PAGE Prospectus Summary 1

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+This summary highlights aspects of our business and the notes. You should, however, carefully read the entire prospectus, including the information presented under the section entitled Risk Factors and our consolidated financial statements and the notes thereto incorporated by reference into this prospectus before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth under Risk Factors and Forward-Looking Statements. Unless the context otherwise requires or indicates, references to Biomet, the Company, we, us and our refer to Biomet, Inc. and its subsidiaries. Our Company General Biomet, Inc., an Indiana corporation incorporated in 1977, is one of the largest orthopedic medical device companies in the United States and worldwide with operations in more than 50 locations throughout the world and distribution in approximately 90 countries. Our principal subsidiaries include Biomet U.S. Reconstruction, LLC; Biomet Orthopedics, LLC; Biomet Manufacturing Corp.; Biomet Europe BV; EBI, LLC; Biomet 3i, LLC; Biomet International Ltd.; Biomet Microfixation, LLC; Biomet Sports Medicine, LLC; Biomet Trauma, LLC; and Biomet Biologics, LLC. We design, manufacture and market a comprehensive range of both surgical and non-surgical products used primarily by orthopedic surgeons and other musculoskeletal medical specialists. We operate in one reportable business segment, musculoskeletal products, which includes the design, manufacture and marketing of products in five major product categories: Large Joint Reconstructive; Sports, Extremities and Trauma ( S.E.T. ); Spine & Bone Healing; Dental; and Other Products. We have three geographic markets: United States, Europe and International. Corporate Information Biomet is incorporated in the State of Indiana. Our principal executive offices are located at 56 East Bell Drive, Warsaw, Indiana 46582. Our website address is www.biomet.com. The information on our website is not deemed to be part of this prospectus. For additional information, contact our Corporate Communications department at (574) 372-1514. Ownership and Corporate Structures LVB Acquisition, Inc., or Parent, owns all of our issued and outstanding capital stock. LVB Acquisition Holding, LLC ( Holding ) owns 97.0% of the issued and outstanding capital stock of Parent. Substantially all the equity interests in Holding are owned, directly or indirectly, by a consortium of private equity funds affiliated with The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG Global, LLC (together with its affiliates, TPG ), and their co-investors (jointly, the Sponsors ). Table of Contents Summary of the Terms of the Notes The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, you should read the section of the prospectus entitled Description of Senior Notes and Description of Senior Subordinated Notes. For purposes of this summary and the Description of Senior Notes and Description of Senior Subordinated Notes, references to the Company, Biomet, the issuer, we, our and us refer only to Biomet, Inc. and not to its subsidiaries. Issuer Biomet, Inc. Notes Offered Senior Notes $1,825 million in aggregate principal amount of 6.500% Senior Notes due 2020. Senior Subordinated Notes $800 million in aggregate principal amount of 6.500% Senior Subordinated Notes due 2020. Maturity Dates The senior notes will mature on August 1, 2020. The senior subordinated notes will mature on October 1, 2020. Interest Rates Interest on the notes will be payable in cash and will accrue at a rate of 6.500% per annum. Interest Payment Dates Senior Notes August 1 and February 1, commencing February 1, 2013. Senior Subordinated Notes April 1 and October 1, commencing April 1, 2013. Guarantees Each of our existing and future wholly-owned domestic restricted subsidiaries has jointly, severally and unconditionally guaranteed the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee our senior secured credit facilities. Table of Contents Ranking Senior Notes The senior notes are our senior unsecured obligations and rank pari passu in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto; are senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto (including our senior subordinated notes); and are effectively junior to our existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. Similarly, the guarantees of the senior notes are such guarantors senior unsecured obligations and rank pari passu in right of payment with all existing and future indebtedness of each guarantor that is not expressly subordinated thereto; are senior in right of payment to any future indebtedness of each guarantor that is expressly subordinated in right of payment thereto; and are effectively junior to all existing and future secured indebtedness of each guarantor to the extent of the value of the collateral securing such indebtedness. Senior Subordinated Notes The senior subordinated notes are our senior subordinated unsecured obligations and rank junior in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto (including the senior notes); rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and are senior in right of payment to any future subordinated indebtedness and effectively junior to our existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. Similarly, the guarantees of the senior subordinated notes are such guarantors senior subordinated unsecured obligations, and rank junior in right of payment with all existing and future indebtedness of each guarantor that is not expressly subordinated thereto; rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and are senior in right of payment to any future indebtedness of each guarantor that is expressly subordinated in right of payment thereto and effectively junior to all existing and future secured indebtedness of each guarantor to the extent of the value of the collateral securing such indebtedness. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(2) Registration No. 333- SUBJECT TO COMPLETION, DATED MAY 1, 2013 PRELIMINARY PROSPECTUS $1,825,000,000 6.500% Senior Notes due 2020 $800,000,000 6.500% Senior Subordinated Notes due 2020 NOTES OFFERED $1,825.0 million of our 6.500% Senior Notes due 2020, which we refer to as the senior notes. $800.0 million of our 6.500% Senior Subordinated Notes due 2020, which we refer to as the senior subordinated notes. We refer to the senior notes and the senior subordinated notes collectively as the notes. MATURITY The senior notes will mature on August 1, 2020. The senior subordinated notes will mature on October 1, 2020. INTEREST Senior notes: Interest is payable in cash and accrues at the rate of 6.500% per annum. Senior subordinated notes: Interest is payable in cash and accrues at the rate of 6.500% per annum. INTEREST PAYMENT DATES Senior notes: August 1 and February 1, commencing February 1, 2013. Senior subordinated notes: April 1 and October 1, commencing April 1, 2013. REDEMPTION We may redeem some or all of the senior notes on or after August 1, 2015 at redemption prices described in this prospectus. We may redeem some or all of the notes on or after October 1, 2015 at redemption prices described in this prospectus. CHANGE OF CONTROL Upon certain change of control events, each holder of notes may require us to purchase all or a portion of such holder s notes as described in this prospectus. Table of Contents Optional Redemption Senior Notes At any time prior to August 1, 2015, we may redeem up to 35% of the aggregate principal amount of the senior notes with the net proceeds of certain equity offerings at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to August 1, 2015, we may redeem the senior notes, in whole or in part, at our option, at a redemption price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the date of redemption. On and after August 1, 2015, we may redeem some or all of the senior notes at any time at the redemption prices set forth in this prospectus plus accrued and unpaid interest, if any, to the date of redemption. See Description of Senior Notes Optional Redemption. Senior Subordinated Notes At any time prior to October 1, 2015, we may redeem up to 40% of the aggregate principal amount of the senior subordinated notes with the net proceeds of certain equity offerings at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to October 1, 2015, we may redeem the senior subordinated notes, in whole or in part, at our option, at a redemption price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the date of redemption. On and after October 1, 2015, we may redeem some or all of the senior subordinated notes at any time at the redemption prices set forth herein plus accrued and unpaid interest, if any, to the date of redemption. See Description of Senior Subordinated Notes Optional Redemption. Change of Control Upon certain change of control events, each holder of notes may require us to purchase all or a portion of such holder s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. See Description of Senior Notes Repurchase at the Option of Holders Change of Control and the definition of Change of Control under Description of Senior Notes Certain Definitions, and Description of Senior Subordinated Notes Repurchase at the Option of Holders Change of Control and the definition of Change of Control under Description of Senior Subordinated Notes Certain Definitions. Table of Contents GUARANTEES Each of our existing and future wholly-owned domestic restricted subsidiaries will jointly, severally and unconditionally guarantee the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee our senior secured credit facilities. RANKING The senior notes and the related guarantees will be our senior unsecured obligations and will rank pari passu in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto; be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto (including our senior subordinated notes); and be effectively junior to our and our guarantors existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. The senior subordinated notes will be our senior subordinated unsecured obligations and will rank junior in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto (including the senior notes); rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and be senior in right of payment to any future subordinated indebtedness and effectively junior to our and our guarantors existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. See

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+Prospectus Summary 2

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+PROSPECTUS SUMMARY GREEN AUTOMOTIVE COMPANY We are a company involved in the automotive sector for niche vehicles and their drive train components. We design, develop, manufacture, sell and support a range of niche vehicles or their drive trains, with a focus on the rapidly emerging market for zero / low emission solutions. We have the capability to develop and support all types of electric vehicles. Typically these niche vehicles or drive trains are deployed in the following sectors: passenger and shuttle buses, coaches and limousines, specialty trucks and vans, military vehicles, emergency vehicles, taxis, disabled transport solutions, construction vehicles, forestry vehicles, and off-road vehicles. We also provide a comprehensive after sales program with the intent of maximizing the life time value of clean transport solutions, primarily through our E-Care program, which sources replacement components from around the world at the best possible prices to enable the continued use of electric vehicles when replacement with manufacturer-sourced components would make it not cost effective to continue their use. Currently, we do not have the money or funding to achieve the above goals and we will not be able to achieve our goals unless we are successful in obtaining funding through this offering and potentially future offers as well, all of which may serve to dilute the ownership position of our current and future shareholders.

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+PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to the Company, we, us, and our, we mean Bauman Estate Planning, Inc., a Nevada corporation. This prospectus contains forward-looking statements and information relating to Bauman Estate Planning, Inc. See Cautionary Note Regarding Forward Looking Statements on page 11. Our Company Bauman Estate Planning, Inc. (BEP) was formed in August 2010. BEP is a unique, full service, one-stop, estate planning and asset protection company. Mr. Bauman and Ms. Scott are professional, dedicated, experienced, knowledgeable and highly competent personnel trained to offer a broad range of estate planning and asset planning services. Mr. Bauman is licensed to offer such services. We can assist you from minimizing or eliminating probate, and/or federal estate taxes to highly sophisticated estate planning tools. Our number one priority is to protect what you have. The company is not a blank check company and the company, its management, and its shareholders have no intentions, commitments, arrangements, or plans to engage in a merger or acquisition. The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act The Company shall continue to be deemed an emerging growth company until the earliest of-- (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. . As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act. Our executive offices are located at 9500 W. Flamingo Road, Suite 205, Las Vegas, NV 89147. Our telephone number is (702) 897-9997. The Offering This prospectus covers up to 2,000,000 shares to be issued and sold by the company at a price of $0.05 per share in a direct public offering. ABOUT THIS OFFERING Securities Being Offered Up to 2,000,000 shares of common stock of Bauman Estate Planning, Inc. to be sold by the company at a price of $0.05 per share. Initial Offering Price The company will sell up to 2,000,000 shares at a price of $0.05 per share. Terms of the Offering The company will offer and sell the shares of its common stock at a price of $0.05 per share in a direct offering to the public. Termination of the Offering The offering will conclude when the company has sold all of the 2,000,000 shares of common stock offered by it. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company.

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+Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including (i) the Fiat North America LLC and consolidated subsidiaries audited consolidated financial statements as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from May 25, 2011 to December 31, 2011 (Successor as defined below under Successor and Predecessor Presentation), the period from January 1, 2011 to May 24, 2011 and the year ended December 31, 2010 (Predecessor as defined below under Successor and Predecessor Presentation), (ii) the Fiat North America LLC and consolidated subsidiaries condensed consolidated financial statements as of September 30, 2013 and the three and nine months ended September 30, 2013 and 2012, as well as (iii) the information set forth under the sections Risk Factors, Unaudited Pro Forma Condensed Consolidated Financial Information and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. This prospectus relates to an offering of common stock of Chrysler Group Corporation, a Delaware corporation, following certain reorganization transactions described herein that will occur immediately prior to the effectiveness of the registration statement of which this prospectus is a part, which we refer to as the Company Conversion. Refer to Our Structure and Company Conversion for additional information regarding these transactions. In this prospectus, unless otherwise specified, the terms we, our, us, Chrysler Group and the Company : (i) following the date of the Company Conversion discussed in Our Structure and Company Conversion, refer to Chrysler Group Corporation and its consolidated subsidiaries, or any one or more of them as the context may require; (ii) for the period from June 10, 2009 to the date of the Company Conversion, refer to Chrysler Group LLC and its consolidated subsidiaries, or any one or more of them as the context may require, which from May 25, 2011 was a consolidated subsidiary of Fiat North America LLC, or FNA LLC, which holds a 58.5 percent ownership interest in Chrysler Group as of the date of this prospectus; and (iii) for the period from August 4, 2007 through June 9, 2009, refer to Old Carco LLC (f/k/a Chrysler LLC) and its consolidated subsidiaries, or Old Carco, or any one or more of them as the context may require. Solely with respect to information relating to financial results and related disclosures for the period from May 25, 2011 to the date of the Company Conversion, the terms we, our, us, FNA and the Company refer to FNA LLC and its consolidated subsidiaries (which, as described in (ii) above, are Chrysler Group LLC and its consolidated subsidiaries), or any one or more of them as the context may require. Fiat refers to Fiat S.p.A., a corporation organized under the laws of Italy, its consolidated subsidiaries (excluding FNA LLC and its consolidated subsidiaries) and entities it jointly controls, or any one or more of them as the context may require. Chrysler Group LLC was formed on April 28, 2009 as a Delaware limited liability company to complete the transactions contemplated by the Master Transaction Agreement dated April 30, 2009, among Chrysler Group, Fiat and Old Carco and certain of its subsidiaries, which was approved under section 363 of the U.S. Bankruptcy Code, or the 363 Transaction. On April 30, 2009, Old Carco and its principal domestic subsidiaries filed for bankruptcy protection. On June 10, 2009, Chrysler Group LLC completed the 363 Transaction and purchased the principal operating assets and assumed certain liabilities of Old Carco and its principal domestic subsidiaries, in addition to acquiring the equity of Old Carco s principal foreign subsidiaries. As a result of the 363 Transaction, a new basis of accounting was created. As Chrysler Group LLC succeeded to substantially all of the business of Old Carco and as Chrysler Group LLC s own operations before the succession were insignificant relative to Old Carco s operations, Old Carco represents the Predecessor to Chrysler Group LLC for accounting and financial reporting purposes for periods prior to June 10, 2009. Table of Contents EXPLANATORY NOTE Chrysler Group LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Immediately prior to the effectiveness of this registration statement, Chrysler Group LLC will be converted into a Delaware corporation, renamed Chrysler Group Corporation and undergo certain reorganization transactions described herein. Shares of the common stock, par value $0.001 per share, of Chrysler Group Corporation are being offered by the prospectus that forms a part of this registration statement. Table of Contents INDUSTRY DATA In this prospectus, we include and refer to industry and market data obtained or derived from internal surveys, market research, publicly available information and industry publications. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe that this information is reliable, we have not independently verified the data from third-party sources. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we believe the industry data presented in this prospectus is reliable, our estimates, in particular as they relate to market share and our future expectations, involve

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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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+S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ SELWAY CAPITAL ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 27-4563770 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 66 Ford Road, Suite 230 Denville, NJ 07834 973-983-6300 (Address and telephone number of principal executive offices) Gary Sekulski Chief Executive Officer 66 Ford Road, Suite 230 Denville, NJ 07834 973-983-6300 (Name, address and telephone number of agent for service) Copies to: Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-866 (212) 937-3943 (fax) 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. 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 Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Class of Securities to be Registered Amount To be Registered Proposed Maximum Aggregate Price Per Share (1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock 12,639,708 7.40 $93,533,839.20 $12,758.02 (1)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices for the registrant s Class C Common Stock as reported on the Over the Counter Bulletin Board on June 6, 2013, which was $7.40 per share. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus also relating to Registration Statement No. 333-172714 previously filed by the Registrant on Form S-1 and declared effective November 7, 2011. This Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 on Form S-1 to Registration Statement No. 333-172714, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933. All fees payable in connection with the registration of securities covered by the post-effective amendment were previously paid with the filing of the original registration statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities publicly 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, June 11, 2013 PRELIMINARY PROSPECTUS SELWAY CAPITAL ACQUISITION CORPORATION 12,639,708 shares of Common Stock (for Resale) 2,200,000 shares of Common Stock and 100,000 Warrants (for Issuance) ______________________ This prospectus relates to the public offering of up to 12,639,708 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Selway Capital Acquisition Corporation, by the selling stockholders. The total amount of shares consists of 8,543,458 shares of Common Stock outstanding, up to 2,800,000 shares of Common Stock issuable pursuant to our earnout obligation related to our acquisition of Healthcare Corporation of America, and 1,296,250 shares of Common Stock underlying warrants. This prospectus also relates to the issuance of: (i) 2,000,000 ordinary shares underlying outstanding warrants issued in our IPO pursuant to a prospectus dated November 7, 2011; and (ii) 100,000 ordinary shares and 100,000 warrants underlying a unit purchase option issued to the underwriters in our IPO and 100,000 ordinary shares underlying such warrants. We will not receive any of the proceeds from the sale of Common Stock by the selling stockholders. However, we will receive up to $12,221,875 from the exercise of the warrants for up to 1,296,250 shares of our Common Stock, which are presently offered under this prospectus. We intend to use any proceeds received from the exercise, as the case may be, for working capital and other general corporate purposes. We, however, cannot assure you that any of the warrants will be exercised. The selling stockholders may sell the shares as set forth herein under "Plan of Distribution." Our Series C Common Stock ("Series C Shares") is traded on the Over the Counter Bulletin Board ("OTCBB") under the ticker symbol "SCWAL". The last reported sales price on June 6, 2013 was $7.40. We will pay the expenses of registering these shares. _____________________ Investment in the Common Stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 3 of this prospectus before purchasing any of the shares offered by 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 SELWAY CAPITAL ACQUISITION CORPORATION TABLE OF CONTENTS Page PART I – INFORMATION REQUIRED IN PROSPECTUS PROSPECTUS SUMMARY 1

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+If capital is not available to us to expand our business operations, we will not be able to pursue our business plan. We do not have sufficient cash to complete our website and market it to consumers and potential advertising partners. Cash flows from operations, to the extent available, will be used to fund these expenditures. We intend to seek additional capital from loans from our majority shareholder and from public and private equity offerings. Our ability to access capital will depend on reaching certain milestones in our business plan such as attracting a sizable number of viewers. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments. External events that are beyond our control such as natural disasters, terrorist attacks, or a recession may harm our business. Events like the war with Iraq or the terrorist attacks on the U.S. in 2001 or the current global financial crisis have a negative impact on the art industry. We are not in a position to evaluate the net effect of these circumstances on our business. In the longer term, our business might be negatively affected by financial pressures on the art industry. If such events result in a long-term negative impact on the art industry, such impact could have a material adverse effect on our business. We may not be able to develop awareness of our brand name which we believe is critical to our success. We believe that creating awareness of the Kopjaggers brand name is critical to achieving widespread acceptance of our business. Brand recognition is a key differentiating factor among providers of online advertising opportunities, and we believe it could become more important as competition in our industry increases. In order to maintain and build brand awareness, we must succeed in our marketing efforts. If we fail to successfully promote and maintain our brand, incur significant expenses in promoting our brand and fail to generate a corresponding increase in revenue as a result of our branding efforts, or encounter legal obstacles which prevent our continued use of our brand name, our business could be materially adversely affected. We will not be able to attract art companies or Internet users if we do not build our website and continually enhance and develop the content and features of our website. We must complete the development of our website and continually improve the responsiveness, functionality and features of our website. We may not succeed in developing features and functions that art purchasers, aficionados, or companies and Internet users find attractive. This could reduce the number of art companies and Internet users using our website and materially adversely affect our business. We may not be able to access third party technology upon which we depend which could limit or curtail our business. We use and will continue to require technology and software products from third parties. Technology may not continue to be available to us on commercially reasonable terms, or at all. Our business will suffer if we are unable to access this technology, to gain access to additional products or to build out our existing site. This could cause delays in our development and introduction of new features or enhancements of our existing website until equivalent or replacement technology can be accessed, if available, or developed internally, if feasible. If we experience these delays, our business could be materially adversely affected. There is a high degree of risk that our website will not turn out to be commercially viable. A website such as ours involves a high degree of risk that will not attract a sufficient number of consumers to become commercially viable. The costs building and marketing our website is uncertain. Since our director and officer has no previous art industry experience, investors cannot rely on our officer and director as being an expert in the area of art which is our business focus. Our officer and director has no previous experience in the art industry. All business decisions made by him regarding art will be in reliance on the advice of others due to this lack of experience. If reliable advice is not available, it is unlikely our business will succeed. If our company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to our shareholders. In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from. Risks relating to our common stock We may, in the future, issue additional common stock, which would reduce investors percent of ownership and may dilute our share value. Our articles of incorporation authorize the issuance of 10,000,000 shares of common stock, no par value, of which 525,500 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. Our common stock is subject to the "penny stock" rules of the Securities and Exchange Commission ( SEC ) and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. Trading in our common stock is subject to the penny stock rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

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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," Merculite, Company and Merculite Distributing refer to Merculite Distributing, Inc. You should read the following summary together with the entire prospectus, including the more detailed information in our financial statements and related notes appearing elsewhere in this prospectus. You should carefully consider the matters discussed in Risk Factors beginning on page 4. Merculite Distributing, Inc. ( Merculite Distributing ) Merculite Distributing is a development stage company incorporated in the State of Nevada on April 29th, 2011. We were formed to engage in the business of distributing a privately labeled, environmentally green, non-caustic cleaning solution developed and manufactured by an unrelated entity. In May 2011, we commenced our planned principal operations, and thus far our operations have been limited to start up and developmental activities. At present we have a confirmed credit of inventory awaiting shipment from our main supplier, but we have not begun to distribute any products, including the privately labeled cleaning solution. Since our inception on April 29th, 2011 through June 30, 2013 , we have not generated any revenues and have incurred a net loss of $78,915 . In April of 2011 our only business activity was the formation of our corporate entity and start up and developmental activities. In the period from May through December of 2012, the Company focused on the development of our business model, as well as the execution of a Separation and Distribution Agreement from our former parent, Oraco Resources, Inc. Upon completing the separation from Oraco Resources, we executed a Contribution Agreement, which has given the Company access to inventory in exchange for an issuance of equity within the Company. The party to the Contribution Agreement had a credit with the third-party manufacturer for the inventory of cleaning solution. That credit entitling the individual to the inventory was contributed to Merculite in exchange for equity. Additionally, in February of 2013, the Company filed Form-10 registering the Company s common stock under Section 12(g). We anticipate generating revenues in the next twelve months, of which we can provide no assurance. Merculite Distributing is building a business based on distributing a product which is an environmentally green, non-caustic sterilization product, which will be offered as a cleaning solution which is safe for both home and industrial/institutional use. In the future we may consider manufacturing the product ourselves. We have acquired through a trademark and licensing agreement, with Oraco Resources, an application for a trade-mark under Sterilite Solutions , which at this time is pending. We have no intentions to be acquired or to merge with an operating company. Additionally, our shareholders have no intention of entering into a change of control or similar transaction. No members of our management team or any of our affiliates have been previously involved in the management or ownership of a development stage company which has not implemented its business plan. Our management staff recently has engaged in a change of control in the formation of Merculite Distributing, Inc., and the separation from its former parent corporation Oraco Resources, Inc. Since we commenced operations in April of this year, we currently are in the process of establishing our website and developing our marketing plan. Our business model, which is still evolving as new ideas are brought forth, is built on revenue streams from a variety of industries. We intend to generate revenues primarily from the sale, distribution and eventually manufacture of EPA and FDA approved cleaning solutions and sterilization products. In the future we intend to purchase the equipment necessary for producing our private labeled solution. We are unsure at this time as to the time frame of our initial equipment purchase therefore, as the result of a lack of capital; we intend to purchase the product on a private label basis. Green Solutions and Marketing Merculite Distributing initially plans to work with office complexes, public institutions, nightclubs and restaurants as well as suppliers of cleaning/disinfecting products to promote sterilization through cost effective, non caustic methods. We are also researching the possibility of utilizing our product in the mining industry to neutralize mining by-products such as mercury and other potentially dangerous chemicals and compounds. As of the date of this prospectus we have two officers, one of whom also serves as our sole director. They are our only two employees, who at this time anticipate devoting a significant portion of their time to the company going forward. Our auditor's report dated April 29, 2013 on our financial statements from Inception (April 29, 2011) to December 31, 2012 included a going concern qualification which stated that there was substantial doubt as to our ability to continue as a going concern. Our principal executive office address and phone number is: Merculite Distributing, Inc. 19081 N Shelby Drive Maricopa, AZ 85138 (480) 729-0204 info@merculitedistributing.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3 ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Merculite Distributing, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2842 (Primary Standard Industrial Classification Code Number) 30-0686483 (I.R.S. Employer Identification Number) 19081 N. Shelby Dr. Maricopa, AZ 85138 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Steven A. Subick, President Merculite Distributing, Inc. 19081 N. Shelby Dr. Maricopa, AZ 85138 (480) 729-0204 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: 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: 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. 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 file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company x

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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 you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding our company, the common stock being sold in this offering and our consolidated financial statements and the related notes appearing elsewhere in this prospectus. You should also carefully consider, among other things, the matters discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus, as well as the documents we incorporate by reference, before deciding to invest in our common stock. Some of the statements in this prospectus constitute forward-looking statements. For more information, see "Forward-Looking Statements." Due to the timing of our recent acquisition of Romano's Macaroni Grill, the results of operations of Romano's Macaroni Grill are not yet included in our historical financial and operating data contained in this prospectus, including this "Prospectus Summary." Our Company Ignite Restaurant Group, Inc. is a diversified restaurant company that operates a portfolio of three restaurant brands, Joe's Crab Shack, Brick House Tavern + Tap and Romano's Macaroni Grill. Each of our restaurant brands offers a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere, and operates in a diverse set of markets across the United States. As of June 30, 2013, we owned and operated 134 Joe's Crab Shacks, 16 Brick House Tavern + Taps and 186 Romano's Macaroni Grills. Since the beginning of their tenures (starting in 2007), our management team has been developing and implementing many of the initiatives and strategies that serve as the foundation for what our company is today. The impact of these strategies began to take effect in fiscal year 2008. From the fiscal year ended December 29, 2008 through the fiscal year ended December 31, 2012, total revenues and Adjusted EBITDA (a non-GAAP financial measure) have improved at compounded annual growth rates of 14.2% and 27.8%, respectively. Over the same period, our total revenues increased from $273.4 million to $465.1 million, net income increased from a net loss of $5.0 million to net income of $8.7 million and Adjusted EBITDA increased from $19.5 million to $52.0 million. In addition, we have grown our comparable restaurant sales by 27.9% on a cumulative basis over the last five years, which has outperformed the KNAPP-TRACK growth rate of (6.7%) by more than 3,400 basis points on a cumulative basis over the same period of time. During fiscal year 2012, 2011 and 2010, our comparable restaurant sales increased by 2.2%, 6.9% and 4.9%, respectively, over the comparable period in our prior fiscal year. On April 9, 2013, we completed the acquisition of Romano's Macaroni Grill, which owns, operates and franchises Romano's Macaroni Grill restaurants, for an aggregate purchase price of approximately $60.8 million in cash, consisting of $54.1 million paid directly to the sellers and $6.7 million paid to other third parties related to outstanding indebtedness and transaction-related expenses of the sellers, subject to a working capital adjustment. Through the acquisition, we acquired 186 company-owned and twelve franchised restaurants across 36 states and Puerto Rico as well as twelve additional franchised units throughout nine foreign countries. For the twelve months ended December 31, 2012, Romano's Macaroni Grill generated $388.0 million in revenues and had average unit volumes of $2.1 million. Joe's Crab Shack Joe's Crab Shack, founded in 1991, is an established, national chain of casual seafood restaurants serving a variety of high-quality seafood items, with an emphasis on crab. Joe's is a high-energy, family-friendly restaurant that encourages guests to "roll up your sleeves and crack into some crab." Our FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents MARKET DATA AND FORECASTS Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications such as KNAPP-TRACK , as well as our own estimates and research. KNAPP-TRACK is a monthly sales and guest count tracking service for the chain dinner house/theme restaurant market in the United States. Each monthly KNAPP-TRACK report aggregates the change in comparable restaurant sales and guest counts compared to the same month in the preceding year from the competitive set of participants in the chain dinner house/theme restaurant market and provides an average to which we can compare our results. The competitive set of participants for each KNAPP-TRACK report is comprised of approximately 55 casual dining restaurant brands and typically includes restaurants such as T.G.I. Friday's, Outback Steakhouse, Red Lobster and Olive Garden. We and other restaurants benchmark our performance against the data included in the monthly KNAPP-TRACK report. The term "designated market area", or "DMA", refers to a geographic area as defined by Nielsen Media Research Company as a group of counties that make up a particular media market. Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on such data and our knowledge of our industry, which we believe to be reasonable. None of the independent industry publications used in this prospectus were prepared on our behalf, and none of the sources cited in this prospectus have consented to the inclusion of any data from its reports, nor have we sought consent from any of them. TRADEMARKS AND TRADENAMES This prospectus includes our trademarks, such as Joe's Crab Shack and the design, our stylized logos set forth on the cover and back pages of this prospectus, Brick House Tavern + Tap and the design and Romano's Macaroni Grill and the design, which are protected under applicable intellectual property laws and are the property of Ignite Restaurant Group, Inc. or its subsidiaries. Solely for convenience, trademarks, service marks and tradenames referred to in this prospectus may appear without the , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and tradenames. This prospectus may also contain trademarks, service marks, tradenames and copyrights of other companies, which are the property of their respective owners. ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated, the terms "Ignite," "we," "us," "our," "our company" and "our business" refer to Ignite Restaurant Group, Inc. and its consolidated subsidiaries. The term "Joe's" refers to Joe's Crab Shack, "Brick House" refers to Brick House Tavern + Tap and "Macaroni Grill" refers to Romano's Macaroni Grill. The term "crab house" refers to a restaurant at which the featured entrees are predominantly crab. The term "Queen Crab" refers to Opilio crab that meets our size specification for designation as Queen Crab. The term "selling stockholders" refers to J.H. Whitney VI, L.P. ("J.H. Whitney VI"), an affiliate of us, together with the other selling stockholders identified in this prospectus. Throughout this prospectus, we provide a number of key performance indicators used by management and typically used by our competitors in the restaurant industry. These key performance indicators are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations Key Performance Indicators." In this prospectus, we also reference Adjusted EBITDA and restaurant-level profit margin, which are both non-GAAP financial measures. See "Prospectus Summary Summary Historical Consolidated Financial and Table of Contents Southern seaside provenance, distinctive menu, hospitality and flavors are our most important differentiators. Joe's Crab Shack is America's only national crab house. Crab is deliberately placed center stage as a defining item to the Joe's experience. Joe's Steampot and Crab in a Bucket offerings allow guests to choose among four varieties of crabs (Queen, Snow, Dungeness and King) and lobster. Steampots, our best-selling item, are overflowing with generous portions of crab, other seafood, red potatoes, a fresh ear of corn and sausage and seasoned to our guests' tastes. Our Crab in a Bucket entr es allow guests to pair their favorite crab selection with several distinctive preparations ranging from Spicy Citrus to Chesapeake Style or Garlic Herb. Joe's Crab Shack also leverages its crab-forward menu with other craveable crab items, including made-from-scratch Crab Cakes, Crab Nachos and Crazy-Good Crab Dip. In addition to our core crab-focused menu, Joe's also offers a broad range of entr es featuring a variety of seafood, including the Redfish Orleans, Surf 'N Turf Burger and The Maine Grill, as well as a wide range of traditional seafood entr es like the Fisherman's Platter. Joe's also offers several "out of water" options such as Cheesy Chicken and Whiskey Smoked Ribs. We continuously seek to innovate our menu offerings. For example, we have dramatically shifted the menu mix at Joe's to focus on entr es featuring crab over the last five fiscal years. As a result of this strategy, the percentage of entr es at Joe's featuring crab increased from approximately 20% to over 50% of total food revenues over the last five fiscal years. We believe this mix shift has contributed to increases in guest satisfaction, comparable restaurant sales and restaurant-level profit. For the fiscal year ended December 31, 2012, our average check was $23.80, lunch and dinner represented 27% and 73% of revenue, respectively, and our revenues were comprised of 86% food, 13% alcohol and 1% retail merchandise. Many Joe's Crab Shack restaurants are located on waterfront property, and most locations offer outdoor patio seating and a children's playground. Joe's Crab Shack restaurants perform well in targeted markets with high population density and a propensity for seafood, as well as "destination" markets with national and regional tourist attractions, both of which are key characteristics of our site selection strategy. Brick House Tavern + Tap Brick House Tavern + Tap, founded in 2008, is a casual restaurant brand that provides guests a differentiated, chef-inspired tavern experience by offering a distinctive blend of menu items in a polished setting. As a next generation bar and grill, Brick House appeals to a broad customer base providing guests with an elevated experience. Brick House was recently named by Nation's Restaurant News as one of the 50 Breakout Brands of 2013. Brick House offers guests a broad selection of high-quality, chef-inspired, contemporary tavern food. Menu items include handcrafted appetizers such as Deviled Eggs, Meat and Cheese Board, and Fried Stuffed Olives. In addition, Brick House's Brick Burgers, including the Gun Show Burger and the Greek Lamb Burger, offer guests a distinct take on the traditional burger. Brick House further enhances its burger offerings through its most popular burger, The Kobe, which is hand-formed from high-quality American Wagyu beef. Guests can also choose from a broad selection of homemade entr es such as Prosciutto Wrapped Meatloaf, Drunken Chops, BBQ Baby Backs and Chicken & Waffles, which are among our most popular items. A seasonal Daily Special menu features classic tavern food with a twist including, Chicken Pot Pie, Shrimp & Grits and Prosciutto Crusted Halibut. A Brick Pizza section offers our take on traditional pizzas, as well as the more unique Kobe Brick Pizza and Wild Mushroom Pizza. We also recently introduced meatballs to our menu, including Greek, buffalo chicken and drunken pork varieties. In addition, we consider Brick House to be a "Temple to Beer," with a diverse beverage selection highlighted by over 80 varieties of beer, including local microbrews and distinctive imports, a tap-at-your-table Beer Bong and a hand-pulled Cask Beer IGNITE RESTAURANT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 5812 (Primary Standard Industrial Classification Code Number) 94-3421359 (I.R.S. Employer Identification No.) 9900 Westpark Drive, Suite 300 Houston, Texas 77063 (713) 366-7500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Operating Data" for a discussion of Adjusted EBITDA and restaurant-level profit margin, as well as a reconciliation of those measures to the most directly comparable financial measure required by, or presented in accordance with, generally accepted accounting principles in the United States, or U.S. GAAP. Our fiscal year ends on the Monday closest to December 31 of each year. Our most recent fiscal year ended on December 31, 2012. Fiscal years 2012 and 2011 were 52-week years, while fiscal year 2010 was a 53-week year. Prior to fiscal year 2013, the first three quarters of our fiscal year consisted of 12 weeks and our fourth quarter consisted of 16 weeks for 52-week fiscal years and 17 weeks for 53-week fiscal years. Commencing in fiscal year 2013, we changed our quarterly accounting periods to be comprised of 13 weeks, except for 53-week fiscal years for which the fourth quarter will be comprised of 14 weeks. Table of Contents Engine. All Brick House restaurants have a full bar that supports a variety of liquor drinks, wine and beer cocktails like the Grizzly and Bee Sting, as well as specialty cocktails like the Blood Orange Whiskey Sour, Basil Gimlet and the Bloody Good Mary. The interior design of Brick House Tavern + Tap consists of diverse seating and gathering areas where guests can select multiple ways to enjoy their experience. In addition to a traditional dining room and bar area, Brick House also offers large communal tables and a section of leather recliners positioned in front of large HD TVs, where guests receive their own TV tray for dining. Each restaurant has a state-of-the-art entertainment package and provides guests with a clear line of sight to at least two HD TVs from every seat, making Brick House Tavern + Tap restaurants an ideal gathering place for sports enthusiasts. Outdoor seating is also available on the patio or around an open fire pit at nearly all locations. For fiscal year ended December 31, 2012, the daypart mix at Brick House Tavern + Tap was 19% lunch, 25% afternoon, 39% dinner and 17% late night and our revenues were comprised of 54% food and 46% alcohol. Our entr es range in price from $6.50 to $20.00. Romano's Macaroni Grill Romano's Macaroni Grill, founded in 1988, is an established chain of casual Italian restaurants. A pioneer in the polished casual dining segment, Macaroni Grill offers guests a blend of authentic Italian food with innovative Italian preparation. Macaroni Grill aims to be a place where family and friends can come together to celebrate a big night or any night featuring wine, an abundant meal and a premium, comfortable and never intimidating experience. Since our acquisition of Macaroni Grill, we have begun transforming the service, menu, atmosphere and operations with what we believe to be the right people, the right culture and the right initiatives to create a distinctive experience for our guests. We are in the process of bringing many of the original brand elements that historically made a visit to Macaroni Grill a memorable experience back to our Macaroni Grill restaurants. For example, we have begun to restore wine as the key focus of a Macaroni Grill visit by, among other things, reviving our house honor system wine as a feature at every table, which we believe was a key element of Macaroni Grill's early success. We have also reintroduced the consistent presence of opera singers to our Macaroni Grill restaurants system-wide to provide entertainment that elevates our guests' dining experience to an authentic Italian experience. Macaroni Grill currently offers guests an expansive food and beverage menu that features fresh, classic pastas and wine. We also offer a wide variety of pizzas, meats, seafood, salads and desserts utilizing fresh, seasonal ingredients. In addition, we plan to launch revitalized pasta and classic Italian dishes as well as introduce a new line of entr es served in braiser pans. We intend to build on this strong menu foundation by refocusing on wine as a central aspect of the Macaroni Grill experience. We believe the honor wine system was an original cornerstone of the brand that guests fondly associate with Macaroni Grill and that a full restoration of the honor wine system coupled with a broader effort to refocus on wine as a central menu component are important elements in our transformation plans for Macaroni Grill. Therefore, in addition to restoring our honor system wine at every table, we intend to introduce a combination of Italian and American wines that match well with our new menu offerings. Our objective is to improve on the quality of existing menu items while offering premium options for guests that are looking for a big night out and want to have an Italian steakhouse experience. We expect to introduce our revamped wine program and food menu in August of 2013. Macaroni Grill restaurants feature open kitchens, brick ovens, festive string lights and fresh-cut flowers. Our staff is encouraged to greet guests with a traditional Italian greeting, leverage the open kitchen design and provide polished and professional service to provide a dinner filled with energy for Macaroni Grill guests. For the twelve months ended December 31, 2012, Macaroni Grill's lunch and dinner day parts represented approximately 22% and 78% of revenue, respectively, and revenue Raymond A. Blanchette, III Chief Executive Officer Ignite Restaurant Group, Inc. 9900 Westpark Drive, Suite 300 Houston, Texas 77063 (713) 366-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents distribution was approximately 87% food and 13% alcohol. Our entr es range in price from $7.00 to $23.00. Our Business Strengths We are focused on developing brands that have category leading and defendable positions within the casual dining segment. As a result, our core business strengths with respect to the restaurant brands we have historically operated, Joe's Crab Shack and Brick House Tavern + Tap, include the following: Highly Differentiated Restaurant Brands. Our restaurants strive to provide a unique guest experience in a "come-as-you-are," upbeat and inviting restaurant environment. Both Joe's Crab Shack and Brick House Tavern + Tap are distinctively positioned restaurant brands, designed to have unique guest appeal. Joe's Crab Shack is a leading casual seafood brand that offers more than just a meal a visit to Joe's is an event for the whole family. We provide a memorable, shareable "crab-cracking experience" where guests can roll up their sleeves and "break out of their shell" in a vacation-themed environment that offers an escape from the everyday. Brick House Tavern + Tap offers a comfortable, trend-forward yet timeless setting where guests can gather and share their passion for elevated, chef-inspired comfort food, while enjoying their favorite local, national or imported brand of beer and cheering for their favorite team. Each brand features food offerings and an atmosphere that attracts a diverse group of guests. Authentic and Unique Menu Offerings Delivered with Memorable Guest Service. We offer high-quality, authentic seafood at Joe's Crab Shack and trend-forward, chef-inspired, contemporary tavern food at Brick House Tavern + Tap. Signature dishes at both brands feature craveable flavor profiles. Food menus are complemented by an assortment of beverages and distinctive cocktails, including Joe's Shark Bite and Brick House's tap-at-your-table Beer Bongs. Our culinary and beverage teams develop recipes and menu offerings for both Joe's and Brick House to ensure that all items feature distinctive twists on classic items, as well as items exclusive to each brand. Our servers are friendly, attentive and responsive to the needs of our guests and strive to provide guests an unforgettable dining experience. Joe's staff creates a fun-loving atmosphere through high-energy everyday celebrations, while the staff at Brick House is focused on providing hospitable and personalized service to guests. We achieve this through experienced restaurant management teams that implement training programs specific to the menu and culture of each brand. We believe our distinctive guest service models provide an additional layer of brand differentiation. Attractive Unit Economics. We have successfully increased our restaurant average unit volumes at a compounded annual growth rate of 6.7%, from $2.4 million in fiscal year 2008 to $3.1 million in fiscal year 2012. Over the same period of time, we have increased our restaurant-level profit margin (a non-GAAP financial measure) by 460 basis points from 12.3% to 16.9%. Experienced Management Team. Our experienced team of industry veterans has an average of over 20 years of experience with restaurant companies such as T.G.I. Friday's, Applebee's, The Cheesecake Factory, Landry's, Sbarro and Pinkberry. Our management team is led by Raymond A. Blanchette, III, our Chief Executive Officer, who joined us in 2007 and Michael J. Dixon, our President and Chief Financial Officer, who joined us in January 2013, with a dedicated President for each of our restaurant brands. Our team has a track record of delivering strong growth and increased profitability. From fiscal year 2008 to fiscal year 2012, we increased net income from a net loss of $5.0 million to net income of $8.7 million and Adjusted EBITDA from $19.5 million to $52.0 million. Our management's experiences with leading restaurant companies have enabled us to deliver strong performance and growth. With copies to: Keith M. Townsend King & Spalding LLP 1180 Peachtree Street, N.E. Atlanta, Georgia 30309 (404) 572-4600 Johnny G. Skumpija Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. Table of Contents In addition to the above strengths, we intend to transform our newly acquired Romano's Macaroni Grill into a leading restaurant brand using the following business strengths: Proven Track-Record of Improving Performance. We believe that Romano's Macaroni Grill has significant earnings potential but has underperformed in the last several years. Similar to Macaroni Grill, the performance of Joe's Crab Shack brand was lagging before it came under Ignite's management. However, the experience of our management team allowed us to transform Joe's Crab Shack into a market leader, while simultaneously developing and launching Brick House Tavern + Tap. Despite a difficult economic environment, we achieved 18 consecutive fiscal quarters of comparable restaurant sales growth, expanded our geographic footprint and improved our financial performance in the four year period following the acquisition of Joe's. Ability to Identify Key Elements for Transformation. We believe many of the same key elements of the Joe's Crab Shack transformation are present at Macaroni Grill, including the ability to: accelerate menu innovation to create a relevant, compelling menu; elevate service, atmosphere and operations to create a premium dining experience; revamp the current marketing plan and emphasize innovation and continuity in our messaging; and optimize real estate by converting underperforming restaurants into Joe's or Brick House restaurants. In addition, Macaroni Grill will benefit from the talent and innovation of our culinary and beverage teams that have driven innovation success at Joe's Crab Shack and Brick House Tavern + Tap. Our Strategy Our strategies include the following: Disciplined New Restaurant Growth. We believe there are meaningful opportunities to grow the number of restaurants of both Joe's Crab Shack and Brick House Tavern + Tap. We seek to maximize free cash flow for reinvestment into new restaurants at attractive returns. For both our Joe's Crab Shack and Brick House Tavern + Tap brands, we target new restaurant cash-on-cash returns, which we define as restaurant-level profit per store divided by total build-out cost (excluding capitalized interest) and cash pre-opening costs, in excess of 25%. Joe's Crab Shack. We target steady state new restaurant average unit volumes of approximately $3.9 million for Joe's Crab Shack. Joe's has a defined development strategy that predominantly targets new restaurants in (i) specific geographies with high population density and a propensity for seafood and (ii) locations in close proximity to regional and national tourist attractions. In fiscal year 2010, we developed a new restaurant prototype for Joe's Crab Shack, which has given Joe's a polished look and feel while maintaining the authentic crab shack ambiance. As of April 1, 2013, we have successfully opened 22 new restaurants using this new prototype and development strategy. Twelve of these restaurants opened using this new prototype have been open for at least twelve months and generated average unit volumes of $4.5 million for the twelve month period ended April 1, 2013. Brick House Tavern + Tap. We target steady state new restaurant average unit volumes of approximately $3.2 million for Brick House Tavern + Tap. We believe Brick House has significant growth potential and intend to focus future development in the top 50 designated market areas across the country. We initially opened a limited number of Brick House restaurants across a broad range of geographies with the intent of optimizing the brand prior to a continued build-out and believe the brand is now positioned for expansion. Optimize Attractive Real Estate Portfolio. We have been able to optimize our real estate portfolio by converting underperforming restaurants to another brand in our portfolio that may be better suited for a particular location. With the addition of Macaroni Grill to our brand portfolio, we are able to further utilize restaurant conversions to achieve our goal of realizing the maximum 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. 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 Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee Common Stock, $0.01 par value per share $80,000,000 $10,912 (1)Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2)Includes the aggregate offering price of any additional shares of common stock 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 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 potential use of our real estate portfolio across our brands. The Macaroni Grill real estate portfolio primarily consists of exceptional locations in top DMAs, with approximately 62% of locations in the top 25 DMAs and approximately 95% in the top 100 DMAs. Macaroni Grill locations have leases with an average remaining lease term available of approximately 22 years, beneficial co-tenancy and other strong fundamentals. This real estate portfolio represents a compelling opportunity for us to execute on a development strategy that is unique to a company with a multi-concept portfolio and allows us to evaluate and convert underperforming Macaroni Grill restaurants to Joe's Crab Shacks or Brick House Tavern + Taps, as needed, for an estimated $500,000 savings on investment per restaurant location as compared to a new construction. With the vast majority of Macaroni Grill's located in desirable markets for both Joe's and Brick House and the typical site footprint closely matched with Joe's and Brick House, we believe Macaroni Grill restaurants represent an ideal complement to our real estate portfolio and provide us flexibility to realize conversion opportunities. Franchise Opportunities. Our acquisition of Macaroni Grill added a franchise element to our business that provides an opportunity for us to explore franchise opportunities across our brands both in the United States and internationally. We believe we will be able to utilize our current Macaroni Grill franchisee relationships and develop new relationships with well capitalized franchisee candidates to allow us to grow the franchising component of our business. For fiscal year 2013, we target opening as many as 12 new Company-owned restaurants, the vast majority of which will be new Joe's Crab Shack restaurants, and may convert as many as four existing restaurants to either a Joe's Crab Shack or a Brick House Tavern + Tap. Historically, our new restaurant growth had been substantially weighted towards new Joe's Crab Shack restaurants. However, given the compelling new unit volumes and returns recently achieved at our Brick House Tavern + Tap restaurants and the addition of the Macaroni Grill brand, we are in the process of evaluating our future growth strategy. We do not currently anticipate opening any new Company-owned Macaroni Grill's while we are in the process of transforming the brand. Focus on Comparable Restaurant Sales Growth. We believe the following strategies have contributed to our successful growth and will allow us to generate comparable restaurant sales growth in the future: Continuous Menu Innovation. We believe menu innovation is a critical factor in building guest loyalty and frequency. Both Joe's Crab Shack and Brick House Tavern + Tap have signature food and beverage offerings and a tradition of consistent menu innovation, and we are currently in the process of refining and introducing new offerings at Romano's Macaroni Grill. New menu items are introduced at both Joe's and Brick House at least twice a year, but are commonly introduced more often as we continue to focus on constant innovation. We test new menu items in restaurants across several diverse geographies before they are introduced into the broader base of restaurants, while maintaining the ability to go to market quickly with a deep inventory of new items. As we did at Joe's Crab Shack with Steampots, we intend to offer guests at Macaroni Grill an opportunity to trade into a more premium product offering while improving on the quality of their current favorite menu items. We are in the process of creating a number of new menu items in our Macaroni Grill restaurants, including braisers that contain slow-cooked meats served tableside, and we expect to introduce new menu items at Macaroni Grill on a regular basis as we transform the brand. We have successfully introduced new and innovative items at both Joe's and Brick House and plan to continue our tradition of menu innovation at both. We will also apply the same strategy of innovation to Romano's Macaroni Grill, including the introduction of updated high frequency classics, new product upgrades, daily kitchen specials and a focus on wine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 8, 2013 PROSPECTUS Shares Ignite Restaurant Group, Inc. Common Stock Table of Contents Marketing our Restaurant Brands. We believe that our marketing strategies will continue to increase brand awareness while driving new guest trial and repeat guest visits. Our current marketing strategy for Joe's Crab Shack is supported by quantitative analysis that is designed to increase comparable restaurant sales and guest count, as well as build the brand for the future. Our marketing efforts are aimed at maintaining the focus on "celebratory occasions" but increasing frequency through everyday enjoyable moments. We advertise using a national cable platform, which provides television advertising reach to our Joe's Crab Shack restaurants. These national marketing efforts are complemented by a combination of local marketing programs and social media. Brick House Tavern + Tap is primarily marketed through local marketing, digital media and social media outlets. We are in the process of revamping the Macaroni Grill marketing plan and intend to optimize media and take our new and improved brand story national by shifting from local television efforts to national cable. By repurposing Macaroni Grill media dollars towards national cable, we expect to cover all of our domestic Macaroni Grill restaurants, as opposed to an average of only 61% of Macaroni Grill restaurants that were covered prior to the acquisition. We also promote each brand using other in-restaurant sales initiatives, which are typically focused on new products and are not price point promotions. Driving Guest Satisfaction. We believe our focus on menu innovation and guest service has contributed to Joe's Crab Shack's overall guest satisfaction. At Joe's Crab Shack, we use third-party research consisting of feedback from more than 40,000 guests, to develop operational initiatives, which we expect will continue to deliver high levels of guest satisfaction. We implemented a similar program at Brick House Tavern + Tap during the fourth quarter of fiscal year 2011 and expect to introduce a similar program at Macaroni Grill in the near future. We are also in the process of making changes to the service, atmosphere and operations of Macaroni Grill, which we believe will enhance guest satisfaction and create a premium experience that will increase the number of repeat Macaroni Grill customers. We believe improving guest satisfaction will continue to build loyalty and lead to increased sales from our guests. Leverage our Scale to Enhance our Profitability. We believe we have a scalable infrastructure and can continue to expand our margins as we execute our strategy. While each of our three brands have independent field operations, we use our shared services platform to handle many of the administrative functions for all brands. In connection with our acquisition of Macaroni Grill, we expect to realize further savings due to administrative synergies, as well as extra benefits of economies of scale, which we plan to utilize as we continue to integrate the brand. Such benefits include, but are not limited to, our ability to cost efficiently employ the most sought after advertising and marketing agencies for all of our brands and efficiencies associated with being able to utilize a single distribution model for all of our restaurants. Our leverageable structure should further our ability to enhance our profitability as we grow. Principal and Selling Stockholder One of the selling stockholders, J.H. Whitney VI, L.P., or "J.H. Whitney VI," an affiliate of J.H. Whitney Capital Partners, LLC, or "J.H. Whitney," currently owns approximately 68% of our common stock. Following completion of this offering, J.H. Whitney VI will own approximately % of our outstanding common stock, or approximately % if the underwriters' option to purchase additional shares is fully exercised. As a result, J.H. Whitney VI will continue to be able to exert significant voting influence over fundamental and significant corporate matters and transactions. See "Risk Factors Risks Related to This Offering and Ownership of Our Common Stock." However, to the extent the ownership of J.H. Whitney VI is less than 50% following the completion of this offering, the Company will no longer be a "controlled company" under The NASDAQ Stock Market corporate governance standards. See "Management Corporate Governance Controlled Company." This is a public offering of shares of common stock of Ignite Restaurant Group, Inc. The selling stockholders identified in this prospectus, which include certain of our officers, are offering all of the shares offered hereby. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. Our common stock is listed on The NASDAQ Global Select Market under the symbol "IRG." On July 5, 2013, the last reported sale price of our common stock on The NASDAQ Global Select Market was $19.12 per share. The underwriters have an option to purchase a maximum of additional shares from the selling stockholders. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. We are an "emerging growth company" under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements. Investing in our common stock involves risks. See "Risk Factors" beginning on page 18. Price to Public Underwriting Discounts and Commissions Proceeds, before expenses to us Proceeds, before expenses to the selling stockholders Per share $ $ $ $ Total $ $ $ $ Delivery of the shares of common stock 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 determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Credit Suisse The date of this prospectus is , 2013. Table of Contents J.H. Whitney is a Connecticut-based private equity firm whose affiliated investment funds have current investments and remaining committed capital totaling $1.3 billion. J.H. Whitney focuses on investing in small and middle market companies with strong growth prospects in a number of industries. Company History and Information The first Joe's Crab Shack was opened in Houston, Texas in 1991. Landry's Restaurants, Inc., or "Landry's," acquired Joe's Crab Shack in 1994. On October 13, 2006, in connection with the purchase by JCS Holdings, LLC, an entity controlled by J.H. Whitney VI, of 120 Joe's Crab Shack restaurants from Landry's, which we refer to as the "Landry Acquisition," we changed our name to Joe's Crab Shack Holdings, Inc. In 2008, we developed our second brand, Brick House Tavern + Tap. With the addition of the Brick House brand, on July 7, 2009, we changed our name to Ignite Restaurant Group, Inc. In May 2012, we completed an initial public offering, or the "IPO," of 6,438,087 shares of common stock sold by us (inclusive of 865,384 shares of common stock from the full exercise of the overallotment option granted to the underwriters) and 196,528 shares of common stock sold by our previous parent, JCS Holdings, LLC, or "JCS Holdings." The price of the shares sold in the IPO was $14.00 per share. We did not receive any proceeds from the sale of shares by JCS Holdings. The total proceeds to us, net of underwriters' discounts and commissions and other fees and expenses, were approximately $81.1 million. We used the proceeds from the IPO, together with cash on hand, to prepay a portion of our then outstanding senior secured credit facility, to pay a J.H. Whitney a fee in connection with the termination of a management agreement and for other general corporate purposes. In connection with the IPO we effected a 19,178.226-for-1 stock split. Immediately after completion of the IPO, JCS Holdings, distributed substantially all of the shares of our common stock then held by it and/or the cash proceeds received in the IPO to the holders of its Series A preferred units and its common units in accordance with the provisions then in effect of the Third Amended and Restated Limited Liability Company Agreement of JCS Holdings, LLC, as amended. JCS Holdings continues to hold shares equal to less than one percent of our outstanding common stock for the benefit of certain of our officers and directors who continue to hold unvested common units in JCS Holdings. On April 9, 2013, we completed our acquisition, referred to herein as the "acquisition," of Romano's Macaroni Grill from private equity firm Golden Gate Capital, management and other investors. The final purchase price remains subject to additional working capital and post-closing adjustments. In connection with and to finance the acquisition, on April 9, 2013, we entered into an amendment to our revolving credit facility and added a $50.0 million term loan facility. See "Unaudited Pro Forma Condensed Combined Financial Data." Our principal executive office is located at 9900 Westpark Drive, Suite 300, Houston, Texas 77063. Our telephone number is (713) 366-7500, and our website addresses are www.igniterestaurants.com, www.joescrabshack.com, www.brickhousetavernandtap.com and www.macaronigrill.com. The information contained on our websites are not deemed to be, and you should not consider such information to be, part of this prospectus.

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+PROSPECTUS SUMMARY This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including Risk Factors and the financial statements and related notes, included elsewhere in this prospectus. The Company History Xtreme Healthcare Corporation, a Delaware corporation (the Company ), provides ambulance and emergency medical services. The Company was incorporated in the State of Delaware in September 2011, and was formerly known as Bluewood Acquisition Corporation ( Bluewood or Bluewood Acquisition ). In April and May 2012, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the Company changed its name from Bluewood Acquisition Corporation to Xtreme Healthcare Corporation. On November 12, 2012, the Company acquired Xtreme Care Ambulance, Inc., a California corporation ( Xtreme Care ), in a stock-for-stock transaction (the Acquisition ). The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities. Xtreme Care was formed in May 2010 in the State of California. Since its inception, Xtreme Care has provided ambulance and emergency medical services in southern California. Prior to the Acquisition, Bluewood had no ongoing business or operations and was established for the purpose of completing a business combination with target companies, such as Xtreme Care. As a result of the Acquisition, Xtreme Care became a wholly owned subsidiary of the Company. The Company, as the sole shareholder of Xtreme Care, has taken over the operations and business plans of Xtreme Care. The Company is located at 4636 Mission Gorge Place, Suite 103-C, San Diego, California 92120. The Company s main phone number is (619) 822-2674. Business The Company operates an ambulance and emergency medical services business in southern California. The Company currently has seven type II ambulances, one type III ambulance and two wheelchair vans, and is licensed through the San Diego County Emergency Medical Services and The California Highway Patrol as a ground ambulance service. The Company employs paramedics, emergency medical technicians (EMTs), registered nurses (RNs), and support staff, including dispatchers, marketers, billers and others. The Company offers services for critical care transport, basic life support, non-emergency transportation, wheelchair transportation and event standby services. Its customers include government agencies, hospitals, skilled nursing facilities, healthcare facilities, dialysis centers, hospice agencies and home health agencies. The Company posted a record high number of 437 calls in June 2012 that it provided emergency response to on behalf of its customers. Type II ambulances are built using a van type chassis, improved with a raised roof. Type III ambulances have a square patient compartment that is mounted on a cut-a-way van chassis. Wheelchair vans are equipped with a wheelchair lift to lift the patient in a wheelchair into the van. Type III ambulances have increased gross vehicle weight rating (GVWR), storage, and payload capacity over type II ambulances. Risks and Uncertainties facing the Company The Company has a limited operating history and may experience losses in the near term. The Company needs to maintain a steady operating structure, ensuring that expenses are contained such that profits are consistently achieved. In order to expand the Company s business, the Company would likely require additional financing. As an early-stage company, management of the Company must continually develop and refine its strategies and goals in order to execute the business plan of the Company on a broad scale and expand the business. One of the biggest challenges facing the Company will be in securing adequate capital to continue to expand its business and build a larger scale and more efficient set of operations. Secondarily, an ongoing challenge remains the maintenance of an efficient operating structure and business model. The Company must keep its expenses and the costs of employees at a minimum in order to generate a profit from the revenues that it receives from its clients. Third, in order to expand, the Company will need to continue implementing effective sales and marketing strategies to reach and forge new business relationships. The Company has devised its initial sales, marketing and advertising strategies, however, the Company will need to continue refinement of these strategies and also skillfully implement these plans in order to achieve ongoing and long-term success in its business. Fourth, the Company must continuously identify, attract, solicit and manage employee talent, which requires the Company to consistently recruit, incent and monitor various employees. High employee turnover or attrition is a significant risk for the Company, as it requires expending substantial resources to locate and train new personnel and also to replace personnel for clients. These tasks require significant time and attention from the Company s management, and employees may nevertheless become dissatisfied with their respective tenure with the Company. Due to financial constraints and the early stage of the Company s life, the Company has to date conducted limited advertising and marketing to reach customers. In addition, the Company has not yet located the sources of funding to develop the Company on a broader scale through acquisitions or other major partnerships. If the Company were unable to locate such financing and/or later develop strong and reliable sources of potential new business relationships and a means to efficiently reach new business partners and customers, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan. Moreover, the above assumes that the Company s services are consistently met with client satisfaction in the marketplace and exhibit steady success amongst the potential customer base, neither of which is reasonably predictable or guaranteed. Trading Market Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board as soon as possible, which may be while this offering is still in process. There can be no

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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 you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case appearing elsewhere in this prospectus. Unless otherwise stated, all references to us, our, BioAmber, we, our company, the Company and similar designations in this prospectus refer to BioAmber Inc. and its subsidiaries, and unless the context otherwise requires, all references to capacity refer to annual capacity. BioAmber Inc. Overview We are a next-generation chemicals company. Our proprietary technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstocks into sustainable chemicals that are cost-competitive replacements for petroleum-derived chemicals. We currently sell our first product, bio-succinic acid, to customers in a variety of chemical markets. We intend to produce bio-succinic acid that is cost-competitive with succinic acid produced from petroleum at our planned facility in Sarnia, Ontario. We currently produce our bio-succinic acid in a large-scale demonstration facility using a 350,000 liter fermenter in Pomacle, France, which we believe to be among the largest bio-based chemical manufacturing facilities in the world. We have produced approximately 1.25 million pounds, or 568 metric tons, of bio-succinic acid at this facility as of December 31, 2012. We sold 144,500 pounds and 356,900 pounds of bio-succinic acid to our customers in the years ended December 31, 2011 and December 31, 2012, respectively. We have achieved a number of accomplishments through the successful implementation of our proprietary technology platform including: a history of large scale fermentation and continuous purification; low-cost bio-succinic acid production capability; a customer-qualified manufacturing process; supply agreements with large and established customers; an equity partnership for our first global scale biochemical manufacturing facility; and multiple commercial and exclusive technology partnerships. Succinic acid can be used to manufacture a wide variety of products used every day, including plastics, food additives and personal care products, and can also be used as a building block for a number of derivative chemicals. Today, petroleum-derived succinic acid is not used in many potential applications because of its relatively high production costs and selling price. We believe that our low-cost production capability and our development of next-generation bio-succinic derived products including 1,4 butanediol, or 1,4 BDO, which is used to produce polyesters, plastics, spandex and other products, will provide us with access to a more than $10 billion market opportunity. Combining these opportunities with other building block chemicals we are developing, including adipic acid and caprolactam, which are used in the production of nylons, we believe that our total addressable market is in excess of $30 billion. We believe we can produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel, based on management s estimates of production costs at our planned facility in 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 we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION. DATED May 9, 2013. 8,000,000 Units This is the initial public offering of units, consisting of one share of our common stock and one warrant to purchase half of one share of our common stock at an exercise price of $11.00 per whole share of common stock. Prior to this offering, there has been no public market for our units, common stock or warrants. The initial public offering price is expected to be between $10.00 and $12.00 per unit. Our units have been approved for listing on the New York Stock Exchange, where they will trade under the symbol BIOAU. The common stock and warrants comprising the units have also been approved for listing on the New York Stock Exchange and will begin trading separately on the first trading day following the expiration of the underwriters 30-day over-allotment option under the symbols BIOA and BIOAWS , respectively. We also intend to list our common stock on the Professional Segment of NYSE Euronext in Paris under the symbol BIOA. The underwriters have an option to purchase a maximum of 1,200,000 additional units from us at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover over-allotments, if any. BioAmber Inc. is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. Investing in our securities involves risks. See Risk Factors on page 12. Price to Public Underwriting Discounts and Commissions(1) Proceeds to BioAmber Per Unit $ $ $ Total $ $ $ (1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See Underwriting. Delivery of the units 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 determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Credit Suisse Soci t G n rale Corporate and Investment Banking Barclays Pacific Crest Securities Prospectus dated , 2013. Table of Contents Sarnia, Ontario and an assumed corn price of $6.50 per bushel. While we can provide no assurance that we will be able to secure corn at $6.50 per bushel given the fluctuations in corn prices, we believe this assumption is reasonable given the historic price of corn and management s expectations as to their ability to manage the cost of corn and other inputs for our planned facility in Sarnia, Ontario. Over the past five years, the price of corn ranged from a low of $2.68 per bushel to a high of $8.44 per bushel. As of April 1, 2013, the spot price was $6.55 per bushel and the six month forward price was $5.51 per bushel. We estimate that a $1.00 increase or decrease in the per bushel price of corn would result in just a $0.024 per pound change in our variable cost of our bio-succinic acid. We expect the productivity of the organism used in our fermentation process and other on-going process improvements to further reduce our production costs. Our ability to compete on cost is not dependent on government subsidies or tariffs. We are working to rapidly expand our accessible markets and product portfolio. We have entered into strategic relationships with several leading companies, such as our multi-year agreement with Mitsubishi Chemical Corporation, or Mitsubishi Chemical, for bio-succinic acid. We have also entered into agreements with LANXESS Deutschland GmbH, or Lanxess, Faurecia, S.A., or Faurecia, NatureWorks LLC, or NatureWorks, and others for the development of derivatives of bio-succinic acid. We have also entered into technology partnerships to lower our production costs, expand our product portfolio and enhance our biochemical production platform. For example, we entered into a technology partnership with Cargill Inc., or Cargill, through which we exclusively license a proprietary yeast organism for use in our fermentation process to produce our products. Throughout this prospectus, we refer to the yeast organism that we have licensed from Cargill as our yeast. We have also established other technology licenses and collaborations, including with E.I. du Pont de Nemours and Company, or DuPont, Evonik Industries AG, or Evonik, Agro-industrie Recherches et D veloppements, or ARD, Celexion, LLC, or Celexion, and entities funded by the U.S. Department of Energy, or DOE. Our business strategy is to leverage the value of our technology by building and operating production facilities around the world. However, depending on our access to capital and third-party demand for our technology, we may also enter into technology licenses on an opportunistic basis. In order to support our growth strategy, we have begun to rapidly expand our manufacturing capacity. We have entered into a joint venture agreement with Mitsui & Co., Ltd., or Mitsui, for our planned facility in Sarnia, Ontario, which has an initial projected capacity of 30,000 metric tons of bio-succinic acid and could subsequently be expanded to produce another 20,000 metric tons of bio-succinic acid. A portion of our aggregate capacity could be further converted to produce bio-based 1,4 BDO. As an example, we estimate that approximately 30,000 metric tons of bio-succinic acid production could be converted into approximately 22,000 metric tons of bio-based 1,4 BDO production. We have commenced engineering and substantially completed permitting for this facility and the initial phase is expected to be mechanically complete in 2014. By mechanically complete, we mean that construction of the facility has been substantially completed such that we can begin commissioning and start-up. We expect this facility will be fully funded through equity contributions by both us, with a portion of the net proceeds from this offering, and Mitsui, as well as a combination of government grants and interest-free loans. As we commission and start-up our planned facility in Sarnia, Ontario, we expect to terminate production of our products at the large-scale demonstration facility in Pomacle, France. Our joint venture with Mitsui also contemplates the potential construction and operation of two additional facilities, which we expect to occur over the next three to four years. We are committed to managing our economic, social, environmental and ethical performance through continued sustainable business practices. We have recently completed a life cycle analysis for our planned facility in Sarnia that indicates that only 0.04 kilograms of carbon dioxide equivalent (or greenhouse gases) will be emitted per kilogram of our bio-succinic acid produced, making our processes essentially carbon neutral. This is significantly less carbon intensive than the current petrochemical process for making succinic acid, in which Table of Contents Table of Contents 7.1 kilograms of carbon dioxide equivalent are emitted per kilogram of succinic acid produced. This represents a 99.4% reduction in greenhouse gases for our bio-succinic acid process, relative to the current petrochemical process for making succinic acid. The life cycle analysis also indicates that our planned facility in Sarnia will consume 56% less energy than the current petrochemical process. The analysis also indicates that field-to-gate energy use will be 42.7 mega joules per kilogram of our bio-succinic acid produced, as compared to the current petrochemical process, which uses 97.7 mega joules per kilogram of succinic acid produced. We are a development stage company and recognized revenues from the sales of products during the years ended December 31, 2011 and 2012. We incurred net losses of $30.9 million and $39.5 million, respectively, during the years ended December 31, 2011 and 2012. These losses are expected to continue as we further develop our technologies and proprietary processes, build our operating infrastructure, and provide customers with products for testing and verification for their various end uses. Our Industry The global chemical industry is a $4.1 trillion market, based on total global chemical shipments in 2012, according to the American Chemistry Council. Chemicals are utilized in a broad range of end-use markets, including heavy industry, mining, construction, consumer goods, textiles and healthcare. While the global chemical industry provides many value-added products to industrial and consumer end-markets, it is facing an increasing number of challenges as a result of its significant reliance on petroleum as its primary feedstock. Consequently, we believe there is significant and growing demand for a low-cost and sustainable alternative to using petroleum for chemical production. In addition, low-cost natural gas in certain geographies has led to a shift from naphtha cracking to natural gas liquid cracking. This in turn led to a 25% reduction between 2007 and 2012 in the U.S. production of crude four-carbon, or C4, chemicals, the primary feedstock for the petrochemicals we are seeking to substitute, contributing to growing demand for alternative sources of C4 chemicals. Multiple biochemical processes have been developed to address this demand, primarily using microorganisms that can convert sugars derived from renewable feedstocks into chemical building blocks. We believe there is a significant opportunity for bio-based chemical manufacturers who can reliably deliver product at scale with the required specifications of potential customers and at a competitive cost. Our Solution Our proprietary technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstocks into chemicals that are cost-competitive replacements for petroleum-derived chemicals. We have delivered high quality bio-succinic acid that meets the specifications of chemical companies, including Mitsui and Mitsubishi Chemical. We believe our solution enables us to address multiple large chemical markets, including polyurethanes, plasticizers, personal care products, de-icing solutions, resins and coatings, food additives and lubricants that are currently being served by petrochemicals by: providing value to chemical companies through cost-competitive, renewable chemical alternatives that offer equal or better performance; delivering products in quantities, which we believe are in excess of our bio-based competitors, that enable our customers to test and certify our products; utilizing our yeast and simplified purification process, which we expect will further drive down facility and production costs and expand the market opportunity; mitigating the impact of potential feedstock volatility by using less feedstock per ton of output than most other sugar-based processes for biochemicals other than succinic acid; and producing significantly lower greenhouse gas emissions than the processes used to manufacture petroleum-based products by sequestering carbon dioxide in the process of producing bio-succinic acid and eliminating the emission of nitrous oxide in the process of producing bio-adipic acid. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

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+Prospectus Summary 1

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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 Consolidated Financial Statements, before making an investment decision. About Our Company Counseling International, Inc. (the Company, or we ) is a developmental stage company. We intend to generate revenue by directing internet traffic to providers of online counseling services, as well as certain other websites from which we can earn a commission from proceeds generated. To date we have not generated any revenues. We intend to start a marketing campaign in the next 60 days, including purchasing purchase advertisement on Google.com to display our banners. LiveChatCounseling.com is online portal from which direct individuals to providers of online counseling services, such as LivePerson.com. The Company does not evaluate the legality or professional licensure or qualifications of counselors provided by such providers. Our strategy is to exploit existing opportunities in the counseling industry through the development and growth of our existing website. We continuously strive to operate efficiently and deliver value and low cost counseling services with valuable customer care. We were incorporated in Nevada on September 30, 2011. The Company was founded by Layla Stone, who served as the director and chief executive officer of the Company until she sold all of her equity interest in the Company to Maribel Flores on October 19, 2012, and resigned from such positions on the same date. On October 19, 2012, Ms. Flores became the sole director and officer of the Company. With the current economic downturn and unemployment in the United States above 8%, the majority of our target market is beginning to think about investing in their health and well-being. We believe that this will help us attract additional traffic to LiveChatCounseling.com. The Company has entered into an affiliate agreement with LivePerson.com, under which it will obtain a commission for sending traffic to such website. We have also entered into agreements with certain other websites such as Amazon.com, under which we will earn a certain commission from purchases made on the website that are the result of traffic from LiveChatCounseling.com. As of the date hereof, we have not yet earned any revenue under the commission programs with LivePerson.com, Amazon.com or any other websites. Where You Can Find Us Our business office is located at 2333 Boone Avenue, Venice, California 90291. Our telephone number is (310) 801-3368. 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. Terms of the Offering The selling stockholders 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 stockholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. 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. TABLE OF CONTENTS SUMMARY FINANCIAL DATA The following summary financial data should be read in conjunction with Management s Discussion and Analysis, Plan of Operation and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception (September 30, 2011) through to June 30, 2012 are derived from our unaudited financial statements. From Inception (September 30, 2011) through September 30, 2012 (unaudited) STATEMENT OF OPERATIONS Revenues $ 0 Total Operating Expenses $ 33,876 Net Loss $ (33,876 ) As of September 30, 2012 (unaudited) BALANCE SHEET DATA Cash $ 21,120 Total Assets $ 21,120 Total Liabilities $ 13,726 Stockholders Equity $ 7,394 TABLE OF CONTENTS Risk Factors 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. Please note that throughout this prospectus, the words we , our or us refer to the Company and not to the selling stockholders. Risks Related to Our Business We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company. We were incorporated in Nevada on September 30, 2011. With the exception of $21,120 in cash at September 30, 2012, we have no significant financial resources and no revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities. We have limited operating history and face many of the risks and difficulties frequently encountered by development stage companies. We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company: Develop an effective business plan; Meet customer standards; Attain customer loyalty; Develop and upgrade our service Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a portal that meets industry standards without incurring unnecessary cost and expense. We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations. We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be approximately $26,000. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to implement our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of Each Class Of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per share Proposed Maximum Aggregate Offering Price Amount of Registration fee Common Stock, par value $0.001 763,400(1) $ 0.05(2) $ 38,170(2) $ 4.37(3) (1) This Registration Statement covers the resale by our selling stockholders of up to 763,400 shares of common stock previously issued to such selling stockholders. (2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price stockholders were sold to our stockholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. (3) Previously paid. 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 COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE. TABLE OF CONTENTS If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition. Our auditor has expressed substantial doubt as to our ability to continue as a going concern. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. From inception to September 30, 2012 we have incurred a net loss of $33,876 and an accumulated deficit of $33,876. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Our future success is dependent, in part, on the performance and continued service of Maribel Flores, our sole officer. Without her continued service, we may be forced to interrupt or eventually cease our operations. We are presently dependent to a great extent upon the experience, abilities and continued services of Maribel Flores, our Company s Officer and Director. Our employment agreement with Ms. Flores terminates on October 19, 2015. However, Ms. Flores may terminate her contract with thirty (30) days notice and could potentially stop working for us before this date. The loss of her services could have a material adverse effect on our business, financial condition or results of operation. Our principal stockholder, Maribel Flores, has significant voting power and may take actions that may not be in the best interest of all other stockholders. Our sole officer and director, Maribel Flores, controls approximately 80% of our current outstanding shares of voting common stock. She may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may expedite approvals of company decisions, or have the effect of delaying or preventing a change in control or be in the best interests of all our stockholders. Our sole officer and director has a full-time job which may interfere with her responsibilities to us. Maribel Flores, our sole officer and only employee will not be in a position to devote a substantial amount of her time to our company. Ms. Flores believes that she can perform her duties sufficiently on a part-time basis. It is possible that our plan of operations may be materially delayed to her limited work schedule with us. The lack of public company experience of our sole officer and director could adversely impact our ability to comply with the reporting requirements of U.S. securities laws. Maribel Flores, our sole officer, lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Ms. Flores has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Ms. Flores may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted. PREMLIMINARY PROSPECTUS Subject to Completion, Dated January 9, 2013 763,400 SHARES OF COUNSELING INTERNATIONAL, INC. COMMON STOCK The selling stockholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. The 763,400 shares of our common stock will be sold by selling security holders at a fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with The Financial Industry Regulatory Authority ( 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. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING RISK FACTORS BEGINNING ON PAGE 3. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. 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 information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission ( SEC ) 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 jurisdiction where the offer or sale is not permitted. The Date of This Prospectus Is: ________________, 2013 TABLE OF CONTENTS We will direct users to services in a highly competitive market and we are unsure as to whether there will be any consumer demand for such services. We plan to compete with providers of counseling services that are more established than we are. Our competitors may be able to seize the same market opportunities that we are targeting. These competitors, either alone or with collaborative partners, may succeed in developing business models that are more effective or have greater market success than our own. The Company is especially susceptible to larger competitors that invest more money in marketing. Moreover, the market for our products is large but highly competitive and segmented. It is possible that there will be low consumer demand for our services, or that interest in our services could decline or die out, which would cause us to be unable to sustain our operations. The availability of counseling services at lower or more competitive prices may cause potential customers to purchase products elsewhere which would negatively impact our business. The ability to successfully deploy our business model is heavily dependent upon economic conditions in the United States. The ability to successfully deploy our business model is heavily dependent upon the general state of the United States economy. We cannot assure that favorable conditions will exist in the future. A general economic recession in the United States could have a serious adverse economic impact on us and our ability to obtain funding and generate projected revenues. Because the services that we intend to distribute will not be provided by us, we will be dependent upon third parties to be service providers. We will direct services to counselors who are third-party providers. We do not expect to enter into long-term contracts with these providers. Therefore, providers may not provide services in the quantity and duration that we require for customers. We may be subject to delays caused by interruption in services based on conditions outside of our control. In the event that any of our intended third-party service providers were to become unable or unwilling to continue to provide services in required volumes, we would need to identify and retain alternative providers. There is no guarantee that we would be able to obtain such alternative providers on a timely basis, if at all. An extended interruption in our ability to provide services could have an adverse effect on our results of operations, which most likely would adversely affect the value of our common stock. The Company does not evaluate the legality or professional licensure or qualifications of counselors provided by LivePerson.com. The Company directs customers who are seeking counseling services to LivePerson.com, which provides such services directly to customers. The Company does not evaluate the quality or professional licensure or qualifications of counselors provided by LivePerson.com, and does not evaluate the legality of services provided by LivePerson.com. If some of the services provided by LivePerson.com are not legal under the laws of a particular jurisdiction or if a particular counselor is considered to be unqualified, then the Company could be deemed liable if the Company directs a customer to LivePerson.com from such jurisdiction. We may be liable if third parties misappropriate information. Though we do not collect personal information about the visitors to our website, we may be deemed liable if the websites that we direct individuals, such as LivePerson.com, misappropriate information about such individuals. Such liability may include negligence claims or claims for misuse of personal information. These claims could result in litigation which could have a material adverse effect on our business, results of operations and financial condition. We are dependent on technology systems that are beyond our control. The success of the Company s services depends in part on our clients online services as well as the Internet connections of visitors to their websites, both of which are outside of our control. As a result, it may be difficult to identify the source of problems if they occur. We may experience problems related to connectivity which result in slower than normal response times to interruptions in service. Our services will rely both on the Internet and on our connectivity vendors for data transmission. Therefore, even when connectivity problems are not caused by our services, our clients or Internet users may attribute the problem to us. This could diminish our brand and harm our business, divert the attention of our technical personnel from our product development efforts or cause significant client relations problems. In addition, we will rely on third-party Web hosting service providers for Internet connectivity and network infrastructure hosting, security and maintenance. These providers may experience problems resulting in slower than normal response times and interruptions in service, which could harm our business. Our service will also depend on third parties for hardware and software, which could contain defects. Problems arising from our use of such hardware or software could require us to incur significant costs or divert the attention of our technical personnel from our product development efforts. To the extent any such problems require us to replace such hardware or software, we may not be able to do so on acceptable terms, if at all. Our reputation depends, in part, on factors which are entirely outside of our control. Our services will depend upon the services of counselors who are not our employees. As a result, we have no way of controlling the actions of these operators. In addition, an Internet user may not know that the operator is an employee or agent of our client, rather than our employee. If an Internet user were to have a negative experience with such a counselor, it is possible that this experience could be attributed to us, which could diminish our brand and harm our business. Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our sole officer and director. We are subject to the risk of claims alleging infringement of third-party proprietary rights. Substantial litigation regarding intellectual property rights exists in the internet services industry. In the ordinary course of our business, our services may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for real-time sales, marketing and customer service solutions or other third parties may have filed or may intend to file patent applications covering aspects of their technology. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract Maribel Flores, our sole officer and director, from other tasks of operating our business, pay substantial damage awards, prevent us from deliver services, or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, such claims could have a material adverse effect on our business, results of operations and financial condition. TABLE OF CONTENTS TABLE OF CONTENTS PAGE Prospectus Summary 1

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@@ -0,0 +1,1366 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information
+contained elsewhere in this Prospectus and may not contain all of the information you should consider before investing in the shares. You
+are urged to read this Prospectus in its entirety, including the information under "Risk Factors", "Management s
+Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an
+investment decision.
+
+ 
+
+Summary
+
+ 
+
+We are a holding company operating in the
+telecommunications industry which manages and develops our wholly-owned subsidiaries focused on the development of telecommunications
+networks, acting as a service and support provider and providing temporary and part-time staffing solutions. Through our wholly-owned
+subsidiary, Optos Capital Partners, LLC , a Delaware limited liability company ("Optos") , we operate the following
+wholly-owned entities:
+
+ 
+
+ 
+ 
+ Focus Fiber Solutions, LLC, a Delaware limited liability company ("Focus Fiber"), specializes in the design, engineering, installation, and maintenance of a telecommunications infrastructure network.
+
+ 
+
+ 
+ 
+ Jus-Com, Inc., an Indiana corporation ("Jus-Com"), is a telecommunication service provider providing various services including engineering consulting, design, installation and emergency response in various categories including cable rack/wiring build-outs, infrastructure build-outs, DC power installation, fiber cable splicing and security camera installation. Jus-Com also operates as a temporary and permanent staffing agency specializing in the telecommunications market.
+
+ 
+
+ 
+ 
+ MDT Labor, LLC d/b/a
+ MDT Technical, a Delaware limited liability company ("MDT"), operates as a workforce management company providing
+ temporary and permanent staffing services under the MDT Technical brand and as a telecommunication service provider providing
+ various services including engineering consulting, design, installation and emergency response in various categories including
+ cable rack/wiring build-outs, infrastructure build-outs, DC power installation, fiber cable splicing and security camera installation
+ under its Beacon Solutions brand. On December 3, 2012, the Company acquired 100% membership interest in MDT through its wholly
+ owned subsidiary, Optos from Michael D. Traina, the former owner of MDT. In consideration of the 100% membership interest
+ in MDT, we paid Mr. Traina $3,000,000, delivered a promissory note in the principal amount of $4,000,000 (the "MDT Note")
+ and delivered Mr. Traina 12,490,000 shares of common stock. The MDT Note bears interest of 6% per annum. Interest is due and
+ payable quarterly in arrears with the first interest payment due and payable on April 5, 2013, for the prior period ended
+ March 31, 2013. No portion of the principal is due before the maturity date of May 30, 2015 unless the Company receives not
+ less than $10,000,000 in gross cash proceeds from the issuance of its stock. In such case, the Company may pay $1,500,000
+ in principal. The Company may further pay monthly scheduled principal payments of $100,000 the following month if the Company
+ receives not less than $10,000,000 in gross cash proceeds from the issuance of its stock and meets the terms of certain financial
+ covenants including senior debt to EBITDA ratio and fixed charge coverage ratio. All accrued principal and interest is otherwise
+ payable at the maturity date of May 30, 2015. The MDT Note is secured by all fixtures and personal property of every kind
+ and nature. The MDT Note security interest is subordinated to the security interests held by Atalaya. 
+
+ 
+
+Acquisition Strategy
+
+ 
+
+With respect to its acquisition strategy,
+Focus intends to pursue a clearly defined telecommunications niche but may, in its discretion, pursue acquisitions outside of this
+niche although this will not be our focus. We selectively pursue acquisitions when we believe doing so is operationally and financially
+beneficial to our existing operations, although we do not rely solely on acquisitions for growth. In particular, we pursue those
+acquisitions that we believe will provide us with incremental revenue and geographic diversification while complementing our existing
+operations. We generally target companies for acquisition that have defensible leadership positions in their market niches, EBITDA
+positive which meets or exceeds industry averages, proven operating histories, sound management, and certain clearly identifiable
+cost synergies.
+
+ 
+
+Our History
+
+ 
+
+We are a Nevada corporation formed on March
+26, 2012. On May 9, 2012, we entered into a Contribution Agreement with Optos, whereby we acquired 100% of the outstanding
+membership interests of Optos in consideration of 23,980,000 shares of common stock and 100,000 shares of Series A Preferred Stock.
+As we were only formed in March 2012 and we acquired Optos in May 2012, we have included the financial statement for Optos for
+the years ended December 31, 2011 and 2010 and the nine months ended September 30, 2012 and 2011. Optos was incorporated in the
+State of Delaware on April 15, 2008. Optos is the sole member of Focus Fiber. In addition, Optos held a majority interest in CMK
+until January 1, 2012, when it acquired the remaining interest in CMK. CMK was the sole member of Townsend. We dissolved CMK and
+Townsend on December 31, 2012 and transferred all assets to Jus-Com. Jus-Com was acquired by the common management and ownership
+on September 6, 2011. Subsequently, on January 1, 2012, Jus-Com was acquired by Optos. On December 3, 2012, through Optos, we acquired
+a 100% interest in MDT, which is a wholly-owned subsidiary of Optos. Our organization structure is summarized below:
+
+ 
+
+ - 4 -
+
+ 
+
+ 
+
+ 
+
+Other Pertinent Information
+
+ 
+
+Our executive offices are located at 4647
+Saucon Creek Rd, Suite 201, Center Valley, Pennsylvania 18034 and our telephone number is telephone 1-877-633-2239. Our subsidiaries
+lease two additional office/warehouse facilities, as well as two additional office locations throughout the United States. Our
+website is www.focusventurepartners.com . Our subsidiaries each maintain separate websites including www.focusfiber.com
+, www.jus-com.com , www.mdttechnical.com , www.mdtpersonnel.com and www.ilabornetwork.com. Jus-Com offices
+are located at 9250 Corporation Drive, Indianapolis, Indiana 46256 and at 600 West Germantown Pike, Suite 400, Plymouth Meeting,
+Pennsylvania 19462. MDT s offices are located at 2325 Paxton Church Road, Harrisburg, PA 17110.
+
+ 
+
+ - 5 -
+
+ 
+
+ 
+
+ 
+
+The Offering
+
+ 
+
+ Common Stock Offered: 
+ 
+ The selling shareholders are offering a total
+ of 144,375 shares of common stock. 
+
+ 
+ 
+ 
+
+ Initial Offering Price:
+ 
+ The selling shareholders will sell our shares at $0.08 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. This price was determined arbitrarily by us.
+
+ 
+ 
+ 
+
+ Terms of Offering:
+ 
+ The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
+
+ 
+ 
+ 
+
+ Termination of the Offering: 
+ 
+ The offering will conclude when all of the 144,375 shares of
+ common stock have been sold or we, in our sole discretion, decide to terminate the registration of the shares. We may decide
+ to terminate the registration if it is no longer necessary due to the operation of the resale provisions of Rule 144 promulgated
+ under the Securities Act of 1933. We also may terminate the offering for no reason whatsoever at the discretion of our management
+ team. 
+
+ 
+ 
+ 
+
+ Outstanding Shares of Common Stock:
+ 
+ 38,337,500 shares of common stock.
+
+ 
+ 
+ 
+
+ Use of Proceeds:
+ 
+ We will receive no proceeds from the sale of any shares by the selling shareholders.
+
+ 
+ 
+ 
+
+ Risk Factors:
+ 
+ The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 10.
+
+ 
+
+ - 6 -
+
+ 
+
+ 
+
+ 
+
+Summary Financial Information
+
+ 
+
+The information for the three and nine
+months ended September 30, 2012 and 2011 has been derived from our unaudited consolidated financial statements. The recent
+acquisition of MDT is not included in this table.
+
+ 
+
+The information at December 31, 2011 and
+2010 and for the years then ended has been derived from our audited combined financial statements. Our consolidated
+financial statements appear elsewhere in this prospectus.
+
+ 
+
+Statement of Operations Information:
+
+ 
+
+ 
+ Three Months Ended September 30, 
+
+ 
+ 2012 
+ 2011 
+
+ Revenues 
+ $11,897,060 
+ 100.0% 
+ $3,669,433 
+ 100.0%
+
+ Cost of revenues 
+ 8,744,685 
+ 73.5% 
+ 3,255,791 
+ 88.7%
+
+ Gross profit 
+ 3,152,375 
+ 26.5% 
+ 413,642 
+ 11.3%
+
+ Salary, wages and payroll taxes 
+ 821,856 
+ 6.9% 
+ 197,005 
+ 5.4%
+
+ Selling, general and administrative 
+ 450,439 
+ 3.8% 
+ 168,017 
+ 4.6%
+
+ Travel expense 
+ 303,538 
+ 2.6% 
+ 356,465 
+ 9.7%
+
+ Occupancy costs 
+ 196,688 
+ 1.7% 
+ 56,416 
+ 1.5%
+
+ Depreciation and amortization 
+ 104,534 
+ 0.9% 
+ 27,691 
+ 0.8%
+
+ Operating income (loss) 
+ 1,275,320 
+ 10.7% 
+ (391,953) 
+ -10.7%
+
+ Interest expense 
+ 398,410 
+ 3.3% 
+ 935 
+ 0.0%
+
+ Gain on sale of assets 
+ - 
+ 
+ - 
+ - 
+
+ Income (loss) before income taxes 
+ 876,910 
+ 7.4% 
+ (392,888) 
+ -10.7%
+
+ Provision for income taxes 
+ 303,321 
+ 2.5% 
+ - 
+ - 
+
+ Income (loss) before non-controlling interest 
+ 573,589 
+ 4.8% 
+ (392,888) 
+ -10.7%
+
+ Less: net income (loss) attributable to non-controlling interests 
+ - 
+ - 
+ 4,715 
+ 0.1%
+
+ Net income (loss) 
+ $573,589 
+ 7.4% 
+ $(397,603) 
+ -10.8%
+
+ 
+
+ 
+ Nine Months Ended September 30, 
+
+ 
+ 2012 
+ 2011 
+
+ Revenues 
+ $31,557,374 
+ 100.0% 
+ $10,646,447 
+ 100.0%
+
+ Cost of revenues 
+ 24,433,477 
+ 77.4% 
+ 8,694,463 
+ 81.7%
+
+ Gross profit 
+ 7,123,897 
+ 22.6% 
+ 1,951,984 
+ 18.3%
+
+ Salary, wages and payroll taxes 
+ 1,930,768 
+ 6.1% 
+ 285,358 
+ 2.7%
+
+ Selling, general and administrative 
+ 1,511,306 
+ 4.8% 
+ 563,064 
+ 5.3%
+
+ Travel expense 
+ 1,109,583 
+ 3.5% 
+ 766,725 
+ 7.2%
+
+ Occupancy costs 
+ 534,697 
+ 1.7% 
+ 161,129 
+ 1.5%
+
+ Depreciation and amortization 
+ 260,038 
+ 0.8% 
+ 33,224 
+ 0.3%
+
+ Operating income (loss) 
+ 1,777,505 
+ 5.6% 
+ 142,484 
+ 1.3%
+
+ Interest expense 
+ 910,875 
+ 2.9% 
+ 12,223 
+ 0.1%
+
+ Gain on sale of assets 
+ - 
+ - 
+ (171,797) 
+ -1.6%
+
+ Income (loss) before income taxes 
+ 866,630 
+ 2.7% 
+ 302,058 
+ 2.8%
+
+ Provision for income taxes 
+ 303,321 
+ 1.0% 
+ - 
+ - 
+
+ Income (loss) before non-controlling interest 
+ 563,309 
+ 1.8% 
+ 302,058 
+ - 
+
+ Less: net income (loss) attributable to non-controlling interests 
+ - 
+ - 
+ 56,001 
+ 0.5%
+
+ Net income (loss) 
+ $563,309 
+ 1.8% 
+ $246,057 
+ 2.3%
+
+ 
+
+ - 7 -
+
+ 
+
+ 
+
+ 
+
+ 
+ Year Ended December 31, 
+
+ 
+ 2011 
+ 2010 
+
+ Revenues 
+ $15,297,926 
+ 100.0% 
+ $6,119,571 
+ 100.0%
+
+ Cost of revenues 
+ 11,140,884 
+ 72.8% 
+ 5,522,651 
+ 90.2%
+
+ Gross profit 
+ 4,157,042 
+ 27.2% 
+ 596,920 
+ 9.8%
+
+ Salary, wages and payroll taxes 
+ 1,103,817 
+ 7.2% 
+ 147,127 
+ 2.4%
+
+ Selling, general and administrative 
+ 923,027 
+ 6.0% 
+ 557,062 
+ 9.1%
+
+ Travel expense 
+ 1,217,135 
+ 8.0% 
+ 129,801 
+ 2.1%
+
+ Occupancy costs 
+ 257,288 
+ 1.7% 
+ 99,787 
+ 1.6%
+
+ Depreciation and amortization 
+ 97,400 
+ 0.6% 
+ - 
+ 0.0%
+
+ Operating income (loss) 
+ 558,376 
+ 3.7% 
+ (336,857) 
+ -5.5%
+
+ Interest expense 
+ 113,431 
+ 0.7% 
+ 18,284 
+ 0.3%
+
+ Gain on sale of assets 
+ (171,797) 
+ -1.1% 
+ - 
+ - 
+
+ Income (loss) before non-controlling interest 
+ 616,742 
+ 4.0% 
+ (355,141) 
+ -5.8%
+
+ Less: net income (loss) attributable to non-controlling interests 
+ (48,270) 
+ -0.3% 
+ 33,184 
+ 0.5%
+
+ Net income (loss) 
+ $568,472 
+ 3.7% 
+ $(321,957) 
+ -5.3%
+
+ 
+
+RISK FACTORS
+
+ 
+
+An investment in our common stock involves
+a high degree of risk. You should carefully consider the risks described below, together with all of the other information
+included in this prospectus, before making an investment decision, and you should only consider an investment in our common stock
+if you can afford to sustain the loss of your entire investment. If any of the following risks actually occurs, our business,
+financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline,
+and you may lose all or part of your investment.
+
+ 
+
+We depend upon key personnel and
+need additional personnel.
+
+ 
+
+Our success depends on the continuing services
+of Christopher Ferguson, our Chief Executive Officer and our sole director. The loss of Mr. Ferguson could have a material
+and adverse effect on our business operations. Additionally, the success of the Company s operations will largely
+depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company
+with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence
+of such individuals will necessarily translate into profitability for the Company. Our inability to attract and retain
+key personnel may materially and adversely affect our business operations.
+
+ 
+
+The adjustable feature and the put rights of our common
+stock purchase warrant issued to Atalaya Special Opportunities Fund IV (Tranche B) could require us to issue a substantially
+greater number of shares, which will cause dilution to our existing stockholders and may restrict our ability to raise equity capital
+in the future.
+
+ 
+
+On December 3, 2012, the Company entered
+into a Credit Agreement with Atalaya Special Opportunities Fund IV (Tranche B), as lender and Atalaya Administrative LLC, as agent
+("Atalaya"). Under the terms of the Credit Agreement, Atalaya agreed, among other things and subject to certain restrictions,
+to provide the Company with a revolving loan commitment of $8,500,000 and a term loan commitment of $8,000,000. The Company pursuant
+to the terms of the Credit Agreement issued to Atalaya a common stock purchase warrant ("Warrant ) to purchase 5,227,841
+shares of common stock of the Company. The exercise price per share is $0.0001 and the holder is entitled to exercise the Warrant
+on a cashless basis. The Warrant expires on December 3, 2022. The Warrant is subject to anti-dilution adjustments if certain dilutive
+transactions occur, unless specifically exempted by the Warrant, such as issuance of common stock, options, warrants or similar
+securities or a decrease in the subscription, exercise, conversion or exchange price of these securities. In the event the anti-dilution
+feature in the Warrant is triggered, shareholders may incur significant dilution. Further, potential equity investors may not elect
+to not pursue such investment in our company as a result of Atalaya s anti-dilution rights.
+
+ 
+
+ - 8 -
+
+ 
+
+ 
+
+ 
+
+ In addition, commencing on the earliest
+of (a) December 3, 2016 (b) the acceleration of obligations under the Credit Agreement (c) an event of default (d) a value event
+such as a merger, disposition, IPO other than a qualified IPO or change in control and ending the earlier of (a) a qualified IPO
+or (b) the expiration of the Warrant, Atalaya may put the Warrant on 60 days notice and the Company is obligated to repurchase
+the Warrant for cash. The value of the put price is determined by the greater of (a) the Equity Value, as defined by the Warrant,
+per common share of the Company (b) the Put Formula Value, as defined by the Warrant, per common share of the Company. In the
+event that we are required to repurchase the Warrant for cash, our financial condition may be negatively impacted, which could
+limit our ability to pursue our business plan. The below table outlines the value of the put price using the Equity Value based
+on market market prices of $0.08, $0.25, $0.50, $0.75 and $1.00 and the put price utilizing the put value method.assuming 40,000,000
+shares of common stock outstanding, a recent 12 month trailing EBITDA of $2,000,000, debt of $10,000,000, available cash of $15,000,000
+and the liquidation value of the preferred stock of $1,100,000. In each instance we have assumed that Atalaya has put the entire
+warrant. 
+
+ 
+
+ Market Price 
+ Equity Value 
+ Put Value Method 
+
+ $ 0.08 
+ $ 418,227 
+ $ 1,685,979 
+
+ $ 0.25 
+ $ 1,306,960 
+ $ 1,685,979 
+
+ $ 0.50 
+ $ 2,613,921 
+ $ 1,685,979 
+
+ $ 0.75 
+ $ 3,920,881 
+ $ 1,685,979 
+
+ $ 1.00 
+ $ 5,227,841 
+ $ 1,685,979 
+
+ 
+
+We possess a significant amount of
+accounts receivable and if we are unable to collect account receivables in a timely manner or at all our cash flow and profitability
+will be negative impacted, which such risk is heighted during unstable economic periods.
+
+ 
+
+We extend credit to our customers as a
+result of performing work under contract prior to billing our customers for that work. These customers include telephone companies,
+cable television multiple system operators and others. We had accounts receivable of approximately $ 4.0 million at December 31,
+2011 and $11.0 million for the nine months then ended September 30, 2012. We periodically assess the credit risk of our customers
+and continuously monitor the timeliness of payments. Slowdowns in the industries we serve may impair the financial condition of
+one or more of our customers and hinder their ability to pay us on a timely basis or at all. Further bankruptcies or financial
+difficulties within the telecommunications sector could hinder the ability of our customers to pay us on a timely basis or at all,
+reducing our cash flows and adversely impacting our liquidity and profitability. Additionally, we could incur losses in excess
+of current bad debt allowances.
+
+ 
+
+We must effectively manage the growth
+of our operations and effectively integrate acquisitions, or our company will suffer.
+
+ 
+
+To manage our growth and effectively integrate
+acquisitions, we believe we must continue to implement and improve our operations. We may not have adequately evaluated the costs
+and risks associated with this expansion, and our systems, procedures, and controls may not be adequate to support our operations.
+In addition, our management may not be able to achieve the rapid execution necessary to successfully offer our products and services
+and implement our business plan on a profitable basis. The success of our future operating activities will also depend upon our
+ability to expand our support system to meet the demands of our growing business. Any failure by our management to effectively
+anticipate, implement, and manage changes required to sustain our growth would have a material adverse effect on our business,
+financial condition, and results of operations.
+
+ 
+
+We derive a significant portion of
+our revenues from a limited number of customers, and the loss of one or more of these customers could adversely impact our revenues
+and profitability.
+
+ 
+
+Our customer base is highly concentrated.
+For the year ended December 31, 2011, one customer represented approximately 73.7% of revenues or 72.2% of outstanding receivables.
+For the year ended December 31, 2010, five customers represented approximately 61.5% of revenues or 74.6% of the outstanding accounts
+receivable. For the nine months ended September 30, 2012, two customers represented approximately 87.4% of revenues or 95.6% of
+the outstanding receivable balance. Our revenue may significantly decline if we were to lose one or more of our significant customers.
+In addition, revenues under our contracts with significant customers may vary from period-to-period depending on the timing and
+volume of work which those customers order or perform with their in-house service organizations. Additionally, consolidations,
+mergers and acquisitions in the telecommunications and staffing industries have occurred in the past and may occur in the future.
+The consolidation, merger or acquisition of an existing customer may result in a change in procurement strategies by the surviving
+entity. Reduced demand for our services or a change in procurement strategy of a significant customer could adversely affect our
+results of operations, cash flows and liquidity.
+
+ 
+
+There is competition for those private
+companies suitable for a merger transaction of the type contemplated by management.
+
+ 
+
+We are in a highly competitive market for
+a small number of telecommunications business opportunities which could reduce the likelihood of implementing our acquisition strategy.
+We are and will continue to be an insignificant participant in the business of seeking acquisitions in the telecommunications space.
+A large number of established and well-financed entities, including small public companies and venture capital firms, are active
+in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly
+greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive
+disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive
+factors may reduce the likelihood of implementing our business strategy.
+
+ 
+
+Failure to integrate future acquisitions
+successfully could adversely affect our business and results of operations.
+
+ 
+
+As part of our growth strategy, we may
+acquire companies that expand, complement, or diversify our business. We regularly review various opportunities and periodically
+engage in discussions regarding possible acquisitions. Future acquisitions may expose us to operational challenges and risks, including
+the diversion of management s attention from our existing business, the failure to retain key personnel or customers of an
+acquired business, the assumption of unknown liabilities of the acquired business for which there are inadequate reserves and the
+potential impairment of acquired intangible assets. Our ability to sustain our growth and maintain our competitive position may
+be affected by our ability to successfully integrate any businesses acquired.
+
+ 
+
+ - 9 -
+
+ 
+
+ 
+
+ 
+
+We may not have access in the future
+to sufficient funding to finance desired growth.
+
+ 
+
+ Using cash for acquisitions may limit
+our financial flexibility and make us more likely to seek additional capital through future debt or equity financings. On December
+3, 2012, the Company entered into a Credit Agreement with Atalaya Special Opportunities Fund IV (Tranche B), as lender and Atalaya
+Administrative LLC, as agent ("Atalaya"). Under the terms of the Credit Agreement, Atalaya agreed, among other things
+and subject to certain restrictions, to provide the Company with a revolving loan commitment of $8,500,000 and a term loan commitment
+of $8,000,000. The commitments under the Credit Agreement are restricted by the borrowing base defined as 100% of the net collectible
+amount of acceptable accounts due to the Company less reserves and allowances which Atalaya deems necessary in its reasonable
+discretion. In the addition, the Credit Agreement is subject to various financial covenants including fixed charge coverage ratio,
+tangible net worth, restrictions on capital expenditures, minimum EBITDA ratio and maximum leverage ratio. On December 3, 2012,
+the Company made an initial notice of borrowing/disbursement request. As a result, Atalaya disbursed the entire proceeds of the
+$8,000,000 term loan commitment (less an agreed-upon $330,000 original discount to Atalaya for making the term loan) and disbursed
+$3,000,000 of the revolving loan commitment resulting in an aggregate loan of $11,000,000 by Atalaya to the Company. Of the $8
+million disbursed approximately $3 million, was used in order to acquire 100% membership interests in MDT and an additional $3.8
+million to satisfy certain encumbrances of MDT, see Management Discussion and Analysis of Financial Condition and Results of Operations
+on page 25. The Credit Agreement is secured by all of the assets and personal property of the Company. Our existing debt agreement
+with Atalaya contains significant restrictions on our operational and financial flexibility, including our ability to incur additional
+debt, and if we seek more debt we may be required to agree to additional covenants that limit our operational and financial
+flexibility. If we seek additional debt or equity financings, we cannot be certain that additional debt or equity will be available
+to us on terms acceptable to us or at all. 
+
+ 
+
+There are limitations on director/officer
+liability.
+
+ 
+
+As permitted by Nevada law, our certificate
+of incorporation limits the liability of its directors for monetary damages for breach of a director s fiduciary duty except
+for liability in certain instances. As a result of our charter provision and Nevada law, stockholders may have limited rights to
+recover against directors for breach of fiduciary duty.
+
+ 
+
+We are an "emerging growth company,"
+and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock
+less attractive to investors.
+
+ 
+
+We are an "emerging growth company,"
+as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company,
+we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are
+not emerging growth companies, including:
+
+ 
+
+ not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
+Act,
+
+ reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
+statements and
+
+ exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
+and shareholder approval of any golden parachute payments not previously approved.
+
+ 
+
+ We could be an emerging growth company
+for up to five years, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company
+until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the first registered
+sale of common equity securities, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in
+which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates
+exceeds $700 million as of the prior June 30th, or (2) the date on which we have issued more than $1.0 billion in non-convertible
+debt securities during the prior three-year period. 
+
+ 
+
+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.
+
+ 
+
+Under the JOBS Act, emerging growth companies
+can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We
+have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject
+to the same new or revised accounting standards as other public companies that are not emerging growth companies.
+
+ 
+
+ - 10 -
+
+ 
+
+ 
+
+ 
+
+Risks Relating to the Telecommunications
+Industry
+
+ 
+
+Service level agreements in
+our customer agreements could subject us to liability or the loss of revenue.
+
+ 
+
+Our contracts with customers typically
+contain service guarantees and service delivery date targets, which if not met by us, enable customers to claim credits against
+their payments to us and, under certain conditions, terminate their agreements. Our inability to meet our service level guarantees
+could adversely affect our revenue and cash flow. While we typically have carve-outs for force majeure events, many events, such
+as fiber cuts, equipment failure and third-party vendors being unable to meet their underlying commitments or service level agreements
+with us, could impact our ability to meet our service level agreements and are potentially out of our control.
+
+ 
+
+Our backlog is subject to reduction
+and/or cancellation .
+
+ 
+
+Our backlog consists of the uncompleted
+portion of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide
+under master service agreements and other long-term requirements contracts. Many of our contracts are multi-year agreements, and
+we include in our backlog the amount of services projected to be performed over the terms of the contracts based on our historical
+experience with customers and, more generally our experience in procurements of this type. In many instances, our customers are
+not contractually committed to procure specific volumes of services under a contract. Our estimates of a customer s requirements
+during a particular future period may not prove to be accurate, particularly in light of the current economic conditions and the
+uncertainty that imposes on changes in our customer s requirements for our services. If our estimated backlog is significantly
+inaccurate or does not result in future profits, this could adversely affect our future growth and the price of our common stock.
+
+ 
+
+Any failure of our physical infrastructure
+or services could lead to significant costs and disruptions that could reduce our revenues, harm our business reputation, and have
+a material adverse effect on our financial results.
+
+ 
+
+Our business depends on providing customers
+with highly reliable service. The services we provide are subject to failure resulting from numerous factors, including:
+
+ 
+
+ human error;
+
+ 
+
+ power loss;
+
+ 
+
+ physical or electronic
+security breaches;
+
+ 
+
+ fire, earthquake,
+hurricane, flood, and other natural disasters;
+
+ 
+
+ water damage;
+
+ 
+
+ the effect of war,
+terrorism, and any related conflicts or similar events worldwide; and
+
+ 
+
+ sabotage and vandalism.
+
+ 
+
+Problems within our network, whether or
+not within our control, could result in service interruptions or equipment damage. In the past we have at times experienced instability
+in our equipment attributed to equipment failure and power outages. Although such disruptions have been remedied and the network
+has been stabilized, there can be no assurance that similar disruptions will not occur in the future. We have service level commitment
+obligations with substantially all of our customers. As a result, service interruptions or equipment damage could result in credits
+for service interruptions to these customers. We have at times in the past given credits to our customers as a result of service
+interruptions due to equipment failures. We cannot assume that our customers will accept these credits as compensation in the future.
+Also, service interruptions and equipment failures may expose us to additional legal liability.
+
+ 
+
+The failure of certain key suppliers
+to provide us with components could have a severe and negative impact upon our business.
+
+ 
+
+We rely on a small group of suppliers to
+provide us with components for our products and services. If these suppliers become unwilling or unable to provide components,
+there are a limited number of alternative suppliers who could provide them. Changes in business conditions, wars, governmental
+changes, and other factors beyond our control or which we do not presently anticipate could affect our ability to receive components
+from our suppliers. Further, it could be difficult to find replacement components if our current suppliers fail to provide the
+parts needed for these products and services. A failure by our major suppliers to provide these components could severely restrict
+our ability to provide our services and prevent us from fulfilling customer orders in a timely fashion.
+
+ 
+
+The telecommunications industry is
+highly competitive, and contains competitors that have significantly greater resources and a more diversified base of existing
+customers than we do.
+
+ 
+
+Many of our competitors within the telecommunications
+industry have greater financial, managerial, sales and marketing and research and development resources than we do and are able
+to promote their brands with significantly larger budgets. Many of these competitors have the added advantage of a larger, more
+diversified customer base. If we fail to develop and maintain brand recognition through sales and marketing efforts and a reputation
+for high-quality service, we may be unable to attract new customers and risk losing existing customers to competitors with better
+known brands.
+
+ 
+
+ - 11 -
+
+ 
+
+ 
+
+ 
+
+In addition, significant new competition
+could arise as a result of:
+
+ 
+
+ The growth of installation
+departments within fiber option companies;
+
+ 
+
+ consolidation in
+the contractor industry, leading to larger competitors with more expansive networks; and
+
+ 
+
+ further technological
+advances rendering fiber optic broadband and other installation services outdated.
+
+ 
+
+If we are unable to compete successfully,
+our business will be significantly affected.
+
+ 
+
+If we do not adapt to swift changes
+in the telecommunications industry, we could lose customers or market share.
+
+ 
+
+The telecommunications industry is characterized
+by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels,
+and changing customer demands. We may not be able to adequately adapt our services or acquire new services that can compete successfully.
+Our failure to obtain and integrate new technologies and applications could impact the breadth of our service portfolio resulting
+in service gaps, a less differentiated service suite and a less compelling offering to customers. We risk losing customers to our
+competitors if we are unable to adapt to this rapidly evolving marketplace.
+
+ 
+
+In addition, the introduction of new services
+or technologies, as well as the further development of existing services and technologies, may reduce the cost or increase the
+supply of certain services similar to those that we provide. As a result, our most significant competitors in the future may be
+new entrants to the telecommunications industry. These new entrants may not be burdened by an installed base of outdated equipment
+or obsolete technology. Our future success depends, in part, on our ability to anticipate and adapt in a timely manner to technological
+changes. Failure to do so could have a material adverse effect on our business.
+
+ 
+
+We are subject to significant regulation that
+could change or otherwise impact us in an adverse manner.
+
+ 
+
+Our operations are subject to various federal,
+state and local laws and regulations. Further, the telecommunications component of MDT s operations operates in Belgium,
+Switzerland, France, Germany, Hungary, Ireland, Italy, Lebanon, Netherlands, Poland, Serbia, Spain, Sweden, Austria, Portugal,
+UAE as well as the UK; and, we may be subject to certain laws and regulations in each of these countries. These laws and regulations
+include but are not limited to:
+
+ 
+
+ licensing, permitting and inspection requirements applicable to contractors, electricians and engineers;
+
+ regulations relating to worker safety and environmental protection;
+
+ permitting and inspection requirements applicable to construction projects;
+
+ wage and hour regulations;
+
+ regulations relating to transportation of equipment and materials, including licensing and permitting
+requirements; and
+
+ building and electrical codes.
+
+ 
+
+We believe that we have all the licenses
+required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. Our failure
+to comply with applicable regulations could result in substantial fines or revocation of our operating licenses, as well as give
+rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.
+
+ 
+
+Legislative actions and initiatives
+relating to telecommunications may not result in an increase in demand for our services.
+
+ 
+
+The American Recovery and Reinvestment
+Act of 2009 ("ARRA") originally allocated $7.2 billion in funding to accelerate broadband deployment in rural areas
+of the country that have been without high-speed infrastructure. However, we cannot predict the actual benefits to us from the
+implementation of ARRA programs. For example, significant additional contracts resulting from investments for rural broadband deployment
+under the ARRA may not be awarded to us.
+
+ 
+
+Risks Relating to the Staffing Industry
+
+ 
+
+Our business is significantly affected
+by fluctuations in general economic conditions.
+
+ 
+
+The demand for our staffing services is
+highly dependent upon the state of the economy and upon staffing needs of our customers. Any variation in the economic condition
+or unemployment levels of the United States or in the economic condition of any region or telecommunications industry in which
+we have a significant presence may severely reduce the demand for our services and thereby significantly decrease our revenues
+and profits.
+
+ 
+
+ - 12 -
+
+ 
+
+ 
+
+ 
+
+Our business is subject to extensive
+government regulation and a failure to comply with regulations could materially harm our business.
+
+ 
+
+Our business is subject to extensive regulation.
+The cost to comply, and any inability to comply, with government regulation could materially harm our business. Increased government
+regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such
+regulation, could materially harm our business.
+
+ 
+
+The Patient Protection and Affordable Care
+Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Care Reform Laws") include
+various health-related provisions to take effect through 2014, including requiring most individuals to have health insurance and
+establishing new regulations on health plans. Although the Health Care Reform Laws do not mandate that employers offer health insurance,
+beginning in 2014 penalties will be assessed on large employers who do not offer health insurance that meets certain affordability
+or benefit requirements. Unless modified by regulations or subsequent legislation, providing such additional health insurance benefits
+to our temporary workers, or the payment of penalties if such coverage is not provided, would increase our costs. If we are unable
+to raise the rates we charge our customers to cover these costs, such increases in costs could materially harm our business.
+
+ 
+
+We may incur employment related and
+other claims that could materially harm our business.
+
+ 
+
+We employ individuals on a temporary basis
+and place them in our customers' workplaces. We have minimal control over our customers' workplace environments. As the employer
+of record of our temporary workers we incur a risk of liability for various workplace events, including claims for personal injury,
+wage and hour requirements, discrimination or harassment, and other actions or inactions of our temporary workers. In addition,
+some or all of these claims may give rise to litigation including class action litigation. Although we currently believe resolving
+all of these matters, individually or in the aggregate, will not have a material adverse impact on our financial statements, the
+litigation and other claims are subject to inherent uncertainties and our view of these matters may change in the future. A material
+adverse impact on our financial statements also could occur for the period in which the effect of an unfavorable final outcome
+becomes probable and can be reasonably estimated.
+
+ 
+
+We cannot be certain that our insurance
+will be sufficient in amount or scope to cover all claims that may be asserted against us. Should the ultimate judgments or settlements
+exceed our insurance coverage, they could have a material effect on our business. We cannot be certain we will be able to obtain
+appropriate types or levels of insurance in the future, that adequate replacement policies will be available on acceptable terms,
+if at all, or that the companies from which we have obtained insurance will be able to pay claims we make under such policies.
+
+ 
+
+We are dependent on workers' compensation
+insurance coverage at commercially reasonable terms.
+
+ 
+
+We provide workers' compensation insurance
+for our temporary workers. Our workers' compensation insurance policies are renewed annually. We cannot be certain we will be able
+to obtain appropriate types or levels of insurance in the future or that adequate replacement policies will be available on acceptable
+terms, if at all. The loss of our workers' compensation insurance coverage would prevent us from doing business in the majority
+of our markets. Further, we cannot be certain that our current and former insurance carriers will be able to pay claims we make
+under such policies. These additional sources of capital may not be available on commercially reasonable terms, or at all.
+
+ 
+
+We operate in a highly competitive
+business and may be unable to retain customers or market share.
+
+ 
+
+The staffing services business is highly
+competitive and the barriers to entry are low. There are new competitors entering the market which may increase pricing pressures.
+In addition, long-term contracts form only a small portion of our revenue. Therefore, there can be no assurance that we will be
+able to retain customers or market share in the future. Nor can there be any assurance that we will, in light of competitive pressures,
+be able to remain profitable or, if profitable, maintain our current profit margins.
+
+ 
+
+Our results of operations could materially
+deteriorate if we fail to attract, develop and retain qualified employees.
+
+ 
+
+Our performance is dependent on attracting
+and retaining qualified employees who are able to meet the needs of our customers. We believe our competitive advantage is providing
+unique solutions for each individual customer, which requires us to have highly trained and engaged employees. Our success depends
+upon our ability to attract, develop and retain a sufficient number of qualified employees, including management, sales, recruiting,
+service and administrative personnel. The turnover rate in the staffing industry is high, and qualified individuals of the requisite
+caliber and number needed to fill these positions may be in short supply. Our inability to recruit a sufficient number of qualified
+individuals may delay or affect the speed of our planned growth or strategy change. Delayed expansion, significant increases in
+employee turnover rates or significant increases in labor costs could have a material adverse effect on our business, financial
+condition and results of operations.
+
+ 
+
+ - 13 -
+
+ 
+
+ 
+
+ 
+
+We may be unable to attract and retain
+sufficient qualified temporary workers.
+
+ 
+
+We compete with other temporary staffing
+companies to meet our customer needs and we must continually attract qualified temporary workers to fill positions. We have in
+the past experienced worker shortages and we may experience such shortages in the future. Further, if there is a shortage of temporary
+workers, the cost to employ these individuals could increase. If we are unable to pass those costs through to our customers, it
+could materially and adversely affect our business.
+
+ 
+
+Risks Relating to this Offering
+
+ 
+
+One shareholder owns approximately
+65.2% of our common stock providing the shareholder with the complete ability to direct the affairs of our company.
+
+ 
+
+TBK 327 Partners LLC, which is owned by
+Christopher Ferguson and his wife, owns approximately 65.2 % of our common stock. Under our Articles of Incorporation and Nevada
+law, the vote of a majority of the shares outstanding is generally required to approve most shareholder action. As a result,
+TBK 327 Partners LLC will be able to direct the outcome of shareholder votes for the foreseeable future, including votes concerning
+the election of directors, amendments to our Articles of Incorporation or proposed mergers or other significant corporate transactions.
+
+ 
+
+The Offering Price of the shares
+is arbitrary.
+
+ 
+
+The Offering Price of the shares has been
+determined arbitrarily by us and bears no relationship to the Company s assets, book value, potential earnings or any other
+recognized criteria of value.
+
+ 
+
+The offering price of the shares
+was determined based upon the price sold in our offering and should not be used as an indicator of the future market price of the
+securities. Therefore, the offering price bears no relationship to the actual value of the Company and may make our shares difficult
+to sell.
+
+ 
+
+Since our shares are not listed or quoted
+on any exchange or quotation system, the offering price of $0.08 for the shares of common stock was determined by the price shares
+were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may
+sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing
+market prices or privately negotiated prices. The facts considered in determining the offering price were our financial condition
+and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship
+to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be
+regarded as an indicator of the future market price of the securities.
+
+ 
+
+We may, in the future, issue additional common shares,
+which would reduce investors' percent of ownership and may dilute our share value.
+
+ 
+
+Our Articles of Incorporation authorizes
+the issuance of 100,000,000 shares of common stock, $0.0001 par value, of which 38,337,500 shares are issued and outstanding and
+10,000,000 shares of preferred stock, $0.0001 par value, of which 100,000 shares of Series A Preferred Stock are issued and outstanding.
+Further, the Series A Preferred Stock are convertible into 13,750,000 shares of common stock. The future issuance of common stock
+may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any
+common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other
+corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect
+on any trading market for our common stock.
+
+ 
+
+The Board of Directors, in its sole
+discretion, may issue preferred shares which could carry superior rights and preferences and, in turn, limiting the influence common
+shareholders may have on the direction of our company.
+
+ 
+
+We have authorized 10,000,000 shares of
+blank check preferred stock of which 100,000 shares of Series A Preferred Stock is currently outstanding. Upon issuance
+of any additional preferred stock in the future, the rights attached to the preferred shares could affect our ability to operate,
+which could force us to seek other financing. The Board of Directors may issue preferred stock without obtaining shareholder
+approval. Such financing may not be available on commercially reasonable terms or at all and could cause substantial
+dilution to existing stockholders.
+
+ 
+
+ - 14 -
+
+ 
+
+ 
+
+ 
+
+Currently, there is no public market
+for our securities, and we cannot assure you that any public market will ever develop and it is likely to be subject to significant
+price fluctuations.
+
+ 
+
+Currently, there is no public market for
+our stock and our stock may never be traded on any exchange, or, if traded, a public market may not materialize. Even if
+we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell
+their stock.
+
+ 
+
+Our common stock is unlikely to be followed
+by any market analysts, and there may be few or no institutions acting as market makers for the common stock. Either of these
+factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed
+and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly.
+ Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth
+and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors
+referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No
+assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
+
+ 
+
+As our current estimated stock price
+is $0.08, our Common Stock will be subject to "penny stock" rules which may be detrimental to investors.
+
+ 
+
+The SEC has adopted regulations which generally
+define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or
+an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice
+requirements on broker-dealers who sell them as our current estimated stock price is $0.08. For transactions covered
+by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received
+the purchaser s written consent to the transaction prior to the purchase. Additionally, for any transaction involving
+a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the
+SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer
+and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the
+broker-dealer must disclose this fact and the broker-dealer s presumed control over the market. Finally, among
+other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account
+and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely
+be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares
+in the secondary market.
+
+ 
+
+We have never paid a dividend on
+our common stock and we do not anticipate paying any in the foreseeable future.
+
+ 
+
+We have not paid a cash dividend on our
+common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend
+on our ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely
+elect to retain earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other
+financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion
+of our Board of Directors.
+
+ 
+
+We have not voluntarily implemented
+various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested
+director transactions, conflicts of interest and similar matters .
+
+ 
+
+Recent U. S. legislation, including the
+Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Protection Act, have resulted in the adoption of various corporate
+governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures
+have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national
+securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance
+measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors 
+independence, audit committee oversight and the adoption of a code of ethics. We have not yet adopted any of these corporate governance
+measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. There
+are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act that may
+increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and may also place
+undue strain on our personnel, systems and resources.
+
+ 
+
+It is possible that if we were to adopt
+some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate
+decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For
+example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors,
+decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may
+be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should
+bear in mind our current lack of corporate governance measures in formulating their investment decisions. If we do adopt
+various corporate governance measures, our management and other personnel will need to devote a substantial amount of time to these
+new compliance initiatives.
+
+ 
+
+ - 15 -
+
+ 
+
+ 
+
+ 
+
+ The potential sale of 144,375
+shares pursuant to this prospectus and the potential sales under Rule 144 of an additional 723,125 shares of common stock held
+by non-affiliates, 2,870,000 shares of common stock upon exercise of a warrant held by HFP Capital Markets and 5,227,841
+shares of common stock upon exercise of a warrant by Atalaya may have a depressive effect on the price and market for our
+common stock. 
+
+ 
+
+ The potential sale of 144,375 shares
+of common stock pursuant to this prospectus and the potential sale of an additional 723,125 shares of common stock held by non-affiliates,
+of 2,870,000 shares of common stock upon exercise of a warrant held by HFP Capital Markets and 5,227,841 shares of common stock
+upon exercise of a warrant by Atalaya may have a depressive effect on our stock price and make it more difficult for us to raise
+any significant funds in the equity market if our business requires additional funding.

parsed_sections/prospectus_summary/2013/CIK0001553404_pacific_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary This Prospectus, and any supplement to this Prospectus include forward-looking statements . To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as intends , anticipates , believes , estimates , projects , forecasts , expects , plans and proposes . Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the Risk Factors section beginning on page 7 of this Prospectus and the Management's Discussion and Analysis of Financial Position and Results of Operations section elsewhere in this Prospectus. Our Business Pacific Green Technologies Inc. (formerly known as ECash, Inc.) was incorporated in Delaware on March 10, 1994, under the name of Beta Acquisition Corp. In September 1995, we changed our name to In-Sports International, Inc. In August 2002, we changed our name from In-Sports International, Inc. to ECash, Inc. In 2007, due to limited financial resources, we discontinued our operations. Over the course of the last five years, we have sought new business opportunities. Our management, assisted by Sichel Limited, a consultant, has identified an opportunity to build a business focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. To this end we entered into and closed an agreement with Pacific Green Group Limited ( PGG ) for the assignment of a representation agreement and the acquisition of a company involved in the environmental technology industry (the Assignment and Share Transfer Agreement ). The Assignment and Share Transfer Agreement provides for the acquisition of 100% of the issued and outstanding shares of Pacific Green Technologies Limited, PGG s subsidiary in the United Kingdom. Additionally, PGG has assigned to the Company a ten year exclusive worldwide representation agreement with Envirotechnologies Inc., formerly EnviroResolutions, Inc. ( Enviro ) to market and sell Enviro s current and future environmental technologies (the Representation Agreement ). The Representation Agreement entitles the holder to a commission of 20% of all sales (net of taxes) generated by Enviro. Pursuant to the terms of the Assignment and Share Transfer Agreement, all rights and obligations under the Representation Agreement have been transferred to our company. We currently anticipate that sales under the Representation Agreement will be our sole source of revenue for the foreseeable future. We currently intend to complete an acquisition of Enviro, as this is a logical step in our development. However, we do not currently have any arrangements, agreements or understandings in this regard. We have only recently begun operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. We have a going concern uncertainty as of the date of our most recent financial statements. We are not a shell company as described under Rule 405 of Regulation C under the Securities Act of 1933, as amended. Rule 405 of Regulation C defines a shell company as a registrant that has: (1) no or nominal operations; and (2) either (i) no or nominal assets; assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. We are not a blank check company. Rule 419 of Regulation C under the Securities Act of 1933 defines a blank check company as a (i) 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, and (ii) is issuing a penny stock. Accordingly, we do not believe that our Company may be classified as a blank check company because we intend to engage in a specific business plan and do not intend to engage in any merger or acquisition with an unidentified company or other entity. Emerging Growth Company We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups (JOBS) Act. We shall continue to be deemed an emerging growth company until the earliest of: (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a large accelerated filer , as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto. As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. We have elected not to opt out of the extended transition period for complying with any new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Offering The 1,950,000 shares of our common stock being registered by this Prospectus represent approximately 34% of our issued and outstanding common stock as of February 14, 2013. Securities Offered: 1,950,000 shares of common stock offered by 4 selling security holders, including 500,000 shares of our common stock held by Pacific Green Group Limited, 500,000 shares by Rhumline Limited and 600,000 shares by Chris and Natasha Cuffe, who are affiliates of our company by virtue of their shareholdings. Initial Offering Price: The $1.00 per share initial offering price of our common stock was determined by our Board of Directors based on several factors, including our capital structure and the most recent placement price of 600,000 shares of our common stock in a private placement for $1.00 per share on September 14, 2012. The selling security holders will sell at an initial price of $1.00 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. However, there can be no assurance that our common stock will ever become quoted on the OTC Bulletin Board. Minimum Number of Securities to be Sold in this Offering: None Securities Issued and to be Issued: As of February 14, 2013 we had 5,727,404 issued and outstanding shares of our common stock, and no issued and outstanding convertible securities. All of the common stock to be registered under this Prospectus will be registered by existing stockholders. There is no established market for the common stock being registered. We intend to engage a market maker to apply to have our common stock quoted on the OTC Bulletin Board. This process usually takes at least 60 days and the application must be made on our behalf by a market maker. We have not yet engaged a market maker to file our application. If our common stock becomes quoted and a market for the stock develops, the actual price of the shares will be determined by prevailing market prices at the time of the sale. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock. Proceeds: We will not receive any proceeds from the sale of our common stock by the selling security holders. Financial Summary Information All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted. The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management s Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus. Consolidated Statements of Operations and Comprehensive Loss Three Months Ended December 31, 2012 (unaudited) ($) Nine Months Ended December 31, 2012 (unaudited) ($) From April 5, 2011 (inception) to March 31, 2012 ($) Revenues - - - Expenses 431,338 935,436 159,387 Net Loss 431,338 935,436 159,387 Net Loss per share (0.07) (0.18) - Consolidated Balance Sheet Data March 31, 2012 ($) December 31, 2012 (unaudited) ($) Working Capital (Deficiency) (158,213) (1,466,971) Total Assets 16,247 253,741 Total Liabilities 174,460 5,290,269

parsed_sections/prospectus_summary/2013/CIK0001553620_tarheel_prospectus_summary.txt

@@ -0,0 +1 @@
+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 Tarheel Billboard, refer to Tarheel Billboard, Inc. Tarheel Billboard, Inc. is a development stage company incorporated in the State of Nevada in July of 2012. Tarheel Billboard s address and phone number is: Tarheel Billboard, Inc. 933 Poindexter Drive Charlotte, NC 28209 907-953-2000 telephone Operating History Tarheel Billboard, Inc. was incorporated in the State of Nevada on July 20, 2012. It is a development stage company with no operating results to date other than organizational activities. The purpose of the company is to place bright, electronic signs on which businesses can advertise that are visible both at night and in the day in high traffic locations throughout the Carolinas. To date, operations have been on an extremely limited basis. Company Assets Tarheel Billboard s principal assets ( Assets ) consisted of cash totaling $10,935 as of July 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 July 31,2012 the Company had Gross Revenues of $0. From inception to the period ending July 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, the Company hopes to penetrate the local digital billboard market throughout the Carolinas. Within the next twelve months, we hope to market to targeted advertisers in Charlotte, NC and to establish a business relationship with at least three such businesses over the first two to three months of operations. From there, we hope to attract local high-end advertisers for our premium pricing services which would allow us to increase our profit margins organically. The Company has yet to make its website fully functional and has not developed its marketing presence, but over the next year we will continue to develop our marketing strategy and web presence. We hope to position ourselves uniquely in the marketplace, offering superior customer service and points of contact with clients that our competitors lack and a focus on superior graphic design and software. The Company had a Net Profit of $0 for the period from inception to July 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 bring a customer-service oriented focus into the marketplace for digital billboard advertising. In addition to ensuring that we keep our clients satisfied through superior customer service, we will invest in high-end software and graphic design to provide a high-end, graphically rich display of the final product for each individual client. The Company may lose money in its first, full year of operation and it shall require raising additional capital to develop its services. The Company currently has one manager, David Temple, 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. The selling shareholders must sell at a fixed price of $.05 for the duration of this offering due to the Company s status as a shell company. 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 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 may 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

parsed_sections/prospectus_summary/2013/CIK0001554594_a-c_prospectus_summary.txt

@@ -0,0 +1 @@
+prospectus summary contains a summary of information contained elsewhere in this prospectus. You should carefully read all information in the prospectus, including the financial statements and the notes to the financial statements under the Financial Statements section beginning on page F-1 prior to making an investment decision. Our Business BLVD is a developmental stage corporation that is focused on producing and developing television and film scripts for sale to television and movie studios and other entities. BLVD is currently developing several film scripts in-house. To date, the Company has fully completed four film scripts, of which three have been sold and generated a total of $20,500 for the period ending December 31, 2012 in sales and one is currently under review. We need additional capital to fully undertake our business plan. Currently, we rely on the sale of film scripts to meet the current cost and expenditures of operating the business. We believe that we will need a minimum of $27,500 in capital, including the capital raised in this Offering, in order to maintain our current and planned operations through the next 12 months. We intend to raise the capital through the sale of shares of our common stock and/or through the sale of film scripts. No assurance can be given that BLVD will be able to obtain the necessary capital. Currently, BLVD s sole officer and employee, Ms. Ann Courtney, is managing the Company s operations and undertaking all aspects of its strategic development. PRODUCT DEVELOPMENT The Company develops script content through internal development. BLVD identifies an idea or a story within a genre that is popular or gaining in popularity and develops it into a commercially viable script option. Potential ideas for scripts are subjected to a rigorous due diligence process to validate their integrity and capitalization potential. If the criteria are met, BLVD, through the efforts of Ms. Courtney, then proceeds to develop the ideas into scripts. Our President, Ms. Courtney does all content development for the Company. BLVD is currently developing several film scripts internally by utilizing the creative writing skills of Ms. Courtney. In the future, BLVD will look to develop and produce television scripts, as well as hire screenplay writers to develop both television and film scripts and other original content. At such time, Ms. Courtney, in addition to assisting in the writing and developing to scripts, will oversee all aspects of the scripts development. The Company may also accept submissions of original content from agencies representing writers, for consideration of development and production. OVERVIEW BLVD is currently an "emerging growth company" under the JOBS Act. A company loses its "emerging growth company" status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a , ' ': large accelerated filer , as defined in section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an "emerging growth company," BLVD is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation and Section 404(b) of the Sarbanes-Oxley Act of 2002 related to the requirement that management assess the effectiveness of the company s internal control for financial reporting. On June 11, 2012, BLVD Holdings, Inc. was incorporated under the laws of the State of Nevada. Our principal executive offices are located at 3500 West Olive Avenue, 3rd Floor, Burbank, CA 91505, our telephone number is (818) 381-9360 and our fax number is (818) 381-9368. BLVD is a boutique script development company with the principal business objective of creating television and film scripts capable of providing dynamic growth potential to the Company. BLVD s overall plan of operations is to develop and produce independent film/television scripts, screenplays and related content for sale, with a goal toward catering to independent producers, small film studios and other entities. Currently, the Company does not have any agreements with, or sales to, any film studios or independent producers. While in the future BLVD will attempt to capitalize on the demand for quality television and film scripts by engaging qualified individuals that BLVD will rely on for the professional development of such scripts and other related content, the Company currently depends solely on its President, Ms. Courtney for all writing, editing and sales activities. BLVD has completed four film scripts and has several projects in development. The Company has realized its first three sales. The scripts are sold on a prearranged flat-fee basis. On August 15, 2012, BLVD sold its first film script for $10,000. The film script was sold to Lusso Media, Inc., pursuant to a script purchase agreement. On September 24, 2012, BLVD sold its second film script for $5,500 to Lusso Media, Inc., pursuant to a script purchase agreement. On November 30, 2012, BLVD sold its third film script to Lusso Media, Inc. for $5,000, pursuant to a script purchase agreement. The Company also has one finished script under review with a potential buyer. BLVD hopes to sell additional film scripts in the near future. It is anticipated that as the Company grows, its management team will be expended from its current one (1) member with no significant industry experience to consist of additional members who have expertise in the television and film industries. MARKETING BLVD will market the scripts it owns to the entertainment industry worldwide. To promote and market the scripts, the Company may seek the following strategies: prepare press releases, submit scripts for selection to film festivals, create Internet advertising and engage producer s agents and publicists. Currently, our President, Ms. Courtney, markets our films scripts through multiple channels, including networking at local film festivals and online sources, as well as her growing personal connections with literary agents and independent producers. While Ms. Ann Courtney has limited experience in building clientele and marketing products, we anticipate that as the Company grows, its management will be expanded to consist of additional members with expertise in the television and film industries, as well as entrepreneurial experience, which would provide BLVD the advantage and benefit of its executives stature and all their connective networks within the industries. Currently, BLVD does not have any existing relationships with literary agents, publicists, producers or producer s agents. FILM SCRIPTS IN DEVELOPMENT Currently, BLVD has three films scripts at different stages of development. All of them are being developed internally solely utilizing the creative writing skills of our President, Ms. Courtney. One of the scripts is an adventure story of an immigrant. The script engages in the cultural conflict in a unique and exciting way. The other two are short stories in character comedy genre based on common stereotypes. Upon completion of the scripts, BLVD will embark on its marketing strategy referenced above. The Company cannot provide any assurances that the film scripts will obtain any interest from independent producers or studios or will result in sales. Regardless of the success of these scripts, BLVD will continue to develop and market film scripts within the independent film community. GROWTH STRATEGY OF THE COMPANY Our mission is to maximize shareholder value through a production and sale of prudently selected and developed television and film scripts. BLVD will operate in both the television and film industries which could result in multiple revenue generating sources including sales of film and television scripts, screenplays and related content. While currently we have to rely solely on the abilities of Ms. Ann Courtney, who has no relevant education and has only limited experience in developing scripts, we hope that as we add members to our management team, we will be able to leverage their combined talents to develop and produce well written and sellable scripts. We believe that developing strong and diversified scripts and engaging talented screenplay writers will ensure a profitable operation and solidify the pillars for BLVD to weather occasional turns in the economy for long-term success. The Terms of the Offering Securities Being Offered Up to 3,000,000 Shares of common stock Initial Offering Price: We will sell our shares at a fixed price of.03 per share. This price was determined arbitrarily by us. Compensation: No compensation will be paid to the officer and director in connection with the sale of the shares. Termination of Offering: The offering will conclude when all of the 3,000,000 shares of common stock have been sold or within 180 days, whichever occurs earlier. We may decide to terminate the offering for no reason whatsoever at the discretion of our management team. Risk Factors: The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss

parsed_sections/prospectus_summary/2013/CIK0001555365_whitewave_prospectus_summary.txt

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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 you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, especially the Risk Factors section and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. As used in this prospectus, the terms WhiteWave, the Company, we, us, and our may, depending on the context, refer to The WhiteWave Foods Company, to one or more of its consolidated subsidiaries, including WWF Operating Company, or to The WhiteWave Foods Company and all of its subsidiaries taken as a whole. References to WWF Operating Company refer to WWF Operating Company, which, prior to our initial public offering, was a wholly-owned subsidiary of Dean Foods and is now a wholly-owned subsidiary of The WhiteWave Foods Company. At the time of the contribution (as described below), WWF Operating Company held substantially all of the historical assets and liabilities related to the business that The WhiteWave Foods Company acquired pursuant to the contribution. References to Dean Foods refer to Dean Foods Company, the selling stockholder for purposes of U.S. federal securities laws. For purposes of this prospectus, our core brands refers to Silk, International Delight, LAND O LAKES, Horizon Organic, and Alpro. Plant-based foods and beverages refers to plant-based items that have a dairy equivalent in the consumer packaged food and beverage industry, and consists of milks, creams, desserts, and yogurts. Coffee creamers and beverages refers to non-dairy creamers, dairy creamers and half & half, and ready-to-drink iced coffee beverages. Premium dairy refers to organic and other value-added dairy products. Organic products refers to milk, cheese, yogurt, sour cream, and butter. Other value-added dairy products refers to lactose-free milk, acidophilus milk, milk with added Omega-3, grass-fed milk, fine-filtered milk and flavored milk. Our Company We are a leading consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. We manufacture, market, distribute, and sell branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products throughout North America and Europe. We are pioneers in these product categories, with Silk, International Delight, and Horizon Organic having #1 or #2 brand positions based on retail sales in the United States, and Alpro having a #1 brand position based on retail sales in Europe. Our widely-recognized, leading brands distributed in North America include Silk plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, and Horizon Organic premium dairy products, while our popular European brands of plant-based foods and beverages include Alpro and Provamel. Our mission is to create a food and beverage company that combines the entrepreneurship, spirit, principles, and practices of small food companies with the professionalism, resources, and scale of large food companies. We aspire to change the way the world eats for the better by providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly produced products. We have two reportable business segments: our North America segment, which offers products in the plant-based foods and beverages, coffee creamers and beverages, and premium dairy categories throughout North America, and our Europe segment, which offers plant-based foods and beverages throughout Europe. Table of Contents Table of Contents Page Industry and Market Data 1 Prospectus Summary 2

parsed_sections/prospectus_summary/2013/CIK0001557716_seas_prospectus_summary.txt

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+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL 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 JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED January 28, 2013 PROSPECTUS SEAS INDUSTRIES INC. 24,000,000 SHARES OF COMMON STOCK All shares offered by this prospectus are being offered by the selling stockholders named herein. This offering is not being underwritten. SEAS Industries Inc will not receive any proceeds from the sale of shares in this offering. The selling stockholders, to the extent a public market exists at such time, may offer their common stock from time to time through public transactions at prevailing market prices, at prices related to prevailing market prices, or through private transactions at privately negotiated prices. The selling stockholders will initially offer their shares at $0.001 per share until such time as the shares are quoted on the OTC Bulletin Board. Thereafter, selling stockholders will sell shares of our common stock at the prevailing market price or at privately negotiated prices. We will pay all expenses of registering this offering of securities. The selling stockholders named in this prospectus, namely Barry Weiner, Nunzio Valeri and Gabor Harsanyi, are offering 24,000,000 shares of common stock of SEAS Industries Inc. at a par value of $0.001 per common share. Gabor Harsanyi is the company s Chief Executive Officer and director who currently holds 40% of our common stock. Barry Weiner holds 20% of our common stock and Nunzio J. Valerie Jr holds 40% of our common stock. The Company will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling stockholders directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling stockholders have set an offering price for these securities of par value $0.001 per common share and for an offering period of 120 days from the date of this prospectus. This is a fixed price for the duration of the offering. The selling stockholder is an underwriter within the meaning of Section 2(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the common stock or interests therein are also deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act. SEAS Industries Inc (A Development Stage Company) Statements of Operations for the Years Ended March 31, 2012 and 2011 and for the Period November 24, 2009 (date of inception) to March 31, 2012 Year ended March 31, 2012 Year ended March 31, 2011 Cumulative results of operations from November 24, 2009 (inception) to March 31, 2012 Revenues $ $ $ Administration fees 7,000 5,000 12,000 Professional fees 4,500 7,500 12,000 Marketing 4,099 4,744 Website development 13,450 6,755 31,430 Office 280 917 1,615 Total operating costs 25,230 24,271 61,789 Loss from operations before other income and expenses (25,230 ) (24,271 ) (61,789 ) Exchange gain (loss) (1,082 ) (1,440 ) Loss before income taxes (25,230 ) (25,353 ) (63,229 ) Income tax expense Net loss for the years and period $ (25,230 ) $ (25,353 ) $ (63,229 ) Basic and diluted earnings (loss) per share $ (0.00 ) $ (0.00 ) Weighted average number of common shares outstanding 50,000,000 50,000,000 The accompanying notes are an integral part of these financial statements Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The Selling stockholder, who is an "underwriter" within the meaning of Section 2(11) of the Securities Act, is subject to the prospectus delivery requirements of the Securities Act. See "Security Ownership of Certain Beneficial Owners" for more information about the selling stockholder. Please note that this registration statement covers the sale of 48% of the Company's outstanding securities. All of the outstanding shares are currently held by the selling shareholders, Barry Weiner, Nunzio J. Valerie Jr and Gabor Harsanyi and these shares were obtained after our date of inception of March 3, 2011. Our common stock is presently not traded on any market or securities exchange. The offering price at a par value $0.001 per common share may not reflect the market price of our shares after the offering. AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE REFER TO "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS FOR DETAILS REGARDING THE RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL. 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. 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 declared 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. Proceeds to the selling stockholder do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $50,690.56. SEAS Industries Inc will pay these expenses. SEAS Industries Inc (A Development Stage Company) Statements of Stockholders Equity (Deficit) From Inception November 24, 2009 to March 31, 2012 Common Stock Additional Paid-in Capital Deficit Accumulated During the Development Stage Comprehensive Income (Loss) Number of shares Amount Total Balance at inception: November 24, 2009 $ $ $ $ $ Common stock issued for Viewcom Corp 50,000,000 50,000 (49,999 ) 1 Net loss for the period ended March 31, 2010 (12,646 ) (12,646 ) Balance March 31, 2010 50,000,000 50,000 (49,999 ) (12,646 ) (12,645 ) Net loss for the year ended March 31, 2011 (25,353 ) (25,353 ) Balance March 31, 2011 50,000,000 50,000 (49,999 ) (37,999 ) (37,998 ) Net loss for the year ended March 31, 2012 (25,230 ) (25,230 ) Imputed interest on loans 267 267 Unrealized foreign exchange gain 860 860 Balance March 31, 2012 50,000,000 50,000 (49,732 ) (63,229 ) 860 (62,101 ) The accompanying notes are an integral part of these financial statements SEAS Industries Inc (A Development Stage Company) Statements of Cash Flows for the Years Ended March 31, 2012 and 2011 and for the Period November 24, 2009 (date of inception) to March 31, 2012 Year ended March 31, 2012 Year ended March 31, 2011 Cumulative results of operations from the date of inception to March 31, 2012 Operating Activities Net loss $ (25,230 ) $ (25,353 ) $ (63,229 ) Adjustments to reconcile net loss to net cash used in operating activities: Non cash expense imputed interest on related party loans 267 267 Accounts payable 24,116 24,706 61,370 Increase (decrease) in bank overdraft (60 ) 60 Net Cash Used In Operating Activities (907 ) (587 ) (1,592 ) Investing Activities Net Cash Used In Investing Activities Financing Activities Loans payable 5,250 5,250 Due to related parties 47 562 731 Proceeds from sale of common stock 1 Net Cash Provided By Financing Activities 5,297 562 5,982 Effect of foreign exchange on cash 860 860 Net Increase (Decrease) In Cash 5,250 (25 ) 5,250 Cash, Beginning Of Period 25 Cash, End Of Period $ 5,250 $ $ 5,250 Supplemental cash flow information and noncash financing activities: Interest paid $ $ $ Income taxes paid $ $ $ Common stock issued for services $ $ $ The accompanying notes are an integral part of these financial statements

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CIK0001559686_gold-camp_prospectus_summary.txt

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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 GOLD CAMP EXPLORATIONS INC. CORPORATE BACKGROUND AND INFORMATION GOLD CAMP EXPLORATIONS INC. Gold Camp Explorations Inc. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Gold Camp Explorations Inc. is engaged in the exploration for gold and other minerals. The Company has acquired one MTO mineral claim totaling 497.09 hectares. The Malibu Gold II Property is located approximately 110 km northwest of Vancouver, BC, and 75 km north of Sechelt, BC. The property is situated on the south side of Queen's Reach on upper Jervis Inlet, due south of Malibu at the entrance to Princess Louisa Inlet. We refer to these mining claims as the Malibu Gold II Property. This property is without known reserves. To current date the Company has never commenced any operational/exploration activity other than issuing shares. The Malibu Gold II Property comprises one MTO mineral claim containing 24 cell claim units totaling 497.09 hectares. This claim covers 21of the original Malibu Gold II Property mining claims staked by Laird Explorations Ltd., now included in this tenure. BC Tenure # Work Due Date Units Total Area (Ha.) ----------- ------------- ----- ---------------- 904330 October 3, 2013 24 497.09 We require an estimated total of $280,000 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 Gold Camp Explorations 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 2012 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 2012 in order to conducts its operations. Our offices are located at: 64 Gainsborough Avenue, St. Albert, Alberta T8W 0W5. Telephone: 780-458-2778 THE OFFERING Securities offered 5,000,000 shares of common stock Selling stockholder Thomas Wielobob Offering price $0.002 per share Shares outstanding prior to the offering 10,000,000 shares of common stock Shares to be outstanding after the offering 10,000,000 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 July 31, 2012 ------------- Revenues 0 Operating expenses 4,008 Net loss from operations 4,008 Net loss before taxes 4,008 Loss per share - basic and diluted 0.000 Weighted average shares outstanding basic 10,000,000 BALANCE SHEET DATA At July 31, 2012 ---------------- Cash and cash equivalents 19,825 Total current assets 19,825 Mineral Property 7,500 Total assets 27,325 Current liabilities accounts payable 1,333 Common stock 10,000 Additional paid-in capital 20,000 Deficit accumulated during exploration period (4,008) Total stockholders' equity 25,992 Total liabilities 27,325

parsed_sections/prospectus_summary/2013/CIK0001561622_staffing_prospectus_summary.txt

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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 
+
+September 30,2012
+
+(Audited)
+
+Balance Sheet 
+
+ 
+ 
+ 
+
+Total Assets 
+
+ 
+
+$
+
+ 21,721
+
+Total Liabilities 
+
+ 
+
+$
+
+ 274
+
+Stockholders Equity 
+
+ 
+
+$
+
+ 21,447
+
+ 
+
+Period from Inception (June 11, 2012) to
+
+September 30, 2012 (Audited)
+
+Income Statement 
+
+ 
+ 
+ 
+
+Revenue 
+
+ 
+
+$
+
+ -
+
+Total Expenses 
+
+ 
+
+$
+
+ 1,153
+
+Net Loss 
+
+ 
+
+$
+
+(1,153)
+
+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 could decline due to any of these risks, and you may lose all or part of your investment. 
+
+WE HAVE A LIMITED HISTORY OF OPERATIONS AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN ADDITIONAL REVENUES OR PROFITABILITY. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY SUSPEND OR CEASE OPERATIONS.
+
+We were incorporated on June 11, 2012, and our net loss since inception is $1,153, of which $379 is for bank charges and $774 is for miscellaneous charges. We have a limited history of operations 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 and generating small revenues. Failure to generate significant revenues in the future will cause us to go out of business.
+
+7 | Page
+
+IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
+
+While on September 30, 2012, we had cash on hand of $21,721 we have accumulated a deficit of $1,153 in business development and administrative expenses. Our current cash reserves might not be 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 $5,800 and will be needed for general administrative expenses, business development, marketing costs, support materials. We have generated revenues of $2,000 from operations to date. In order to expand our business operations, we anticipate that we will have to raise additional funding of approximately $15,000. We will need additional funds to set up an office in Poland, to develop a more sophisticated and well-designed web site, to hire a part-time consulting specialist with good knowledge and broad connections to the industry, to attend trade shows in our industry to showcase our services with a view to find new customers and to expand our operations to European and North American markets. 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. 
+
+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 director.
+
+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.
+
+BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS 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.
+
+LACK OF SIGNIFICANT REVENUES TO DATE MAY CAUSE A SUBSTANTIAL DOUBT AS TO WHETHER WE WILL CONTINUE OPERATIONS. IF WE DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.
+
+Aviana, Corp. was incorporated on June 11, 2012. We are a development stage company. We have earned revenues of $2,000 as of the date of this prospectus and have incurred total losses since inception of $1,153. 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, discussing the offer of our consulting services with potential customers, and the signing of the service agreement with Sp dzielnia Mieszkaniowa UDP , a Polish company. 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 significant revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
+
+8 | Page
+
+WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.
+
+Our industry is competitive. There are many consulting businesses specializing in detection and protection from potentially damaging radiation including but not limited to EMF, Microwave, Electrical and Ionizing in Poland and Europe and our services are not unique to their services. 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.
+
+WE CURRENTLY HAVE IDENTIFIED ONLY ONE POTENTIAL CUSTOMER. IF WE DO NOT ATTRACT NEW CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS. 
+
+We currently have identified only one potential customer to use our service, a Poland based company Sp dzielnia Mieszkaniowa "UDP". We have not identified any other customers and we cannot guarantee we ever will have any other customers. Even if we obtain new 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. 
+
+THE CONSULTING INDUSTRY IN DETECTION AND PROTECTION FROM POTENTIALLY DAMAGING RADIATION MIGHT BE AFFECTED BY GENERAL ECONOMIC DECLINE AND THIS COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND COULD LEAD TO LOWER REVENUES THAN EXPECTED.
+
+The consulting industry in detection and protection from potentially damaging radiation might be affected by general economic decline. We expect that this could adversely affect our operating results and could lead to lower revenues than expected if economic situation does not change for better.
+
+IF WE ARE UNABLE TO BUILD AND MAINTAIN OUR BRAND IMAGE AND CORPORATE REPUTATION, OUR BUSINESS MAY SUFFER. 
+
+We are a new company, having been formed and commenced operations only in 2012. Our success depends on our ability to build and maintain the brand image for our services. We cannot assure you, however, that any additional expenditure on advertising and marketing will have the desired impact on our services brand image and on customer preferences. Our relationships with all of our customers will be new and may be terminated at any time. We need to maintain and expand our relationships with potential users of our services and effectively manage these relationships. If we fail to successfully manage our relationships with our customers, to build and maintain our brand image and corporate reputation our business may suffer.
+
+PRICE COMPETITION COULD NEGATIVELY AFFECT OUR GROSS MARGINS.
+
+Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to offer our services at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on certain services in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results. 
+
+9 | Page
+
+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 sole director, Ms. Liudmila Yuziuk, will only be devoting limited time to our operations. Ms. Yuziuk intends to devote approximately 30% (15 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. Yuziuk 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. Yuziuk may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels. And finally, we have not adopted a policy that expressly prohibits our sole officer and director Ms. Yuziuk from having a direct or indirect financial interest in potential future opportunity or from engaging in business activities of the types conducted by us. As a result, in the future our sole officer and director Ms. Yuziuk 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. YUZIUK, 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. Yuziuk, for the future success of our business. The loss of the services of Ms. Yuziuk 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.
+
+BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 66.52% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, SHE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
+
+Our sole officer and director, Ms. Liudmila Yuziuk, owns approximately 66.52% of issued and outstanding shares of our common stock. Accordingly, she will be able to determine the outcome of all corporate transactions or other matters that require shareholder approval, including but not limited to, the election of directors, 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 MS. YUZIUK, OUR SOLE OFFICER AND DIRECTOR, IS NOT A RESIDENT OF THE UNITED STATES IT MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST HER.
+
+Accordingly, if an event occurs that gives rise to any liability, shareholders would likely have difficulty in enforcing such liabilities because Ms. Liudmila Yuziuk, our sole officer and director resides outside the United States. If a shareholder desired to sue, the shareholder would have to serve a summons and complaint. Even if personal service is accomplished and a judgment is entered against a person, the shareholder would then have to locate assets of that person, and register the judgment in the foreign jurisdiction where assets are located.
+
+10 | Page
+
+BECAUSE THE COMPANY S HEADQUARTERS ARE LOCATED OUTSIDE THE UNITED STATES, U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO AFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENT BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON U.S. RESIDENT OFFICER AND DIRECTOR.
+
+While we are organized under the laws of State of Nevada, our sole officer and director is a non-U.S. resident and our headquarters are located outside the United States. Consequently, it may be difficult for investors to affect service of process in the United States and to enforce in the United States judgments obtained in United States courts based on the civil liability provisions of the United States securities laws. Since all our assets will be located in Poland it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.
+
+WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
+
+Upon the effectiveness of our registration statement, we will be newly public company. We will not need to comply with Section 404 of the Sarbanes-Oxley Act until we file our second annual report with the SEC. However, we will need to include a statement in our first annual report and we must indicate that the annual report does not include either a management s report on internal control or auditor attestation of internal control. 
+
+We have not yet completed our assessment of the effectiveness of our internal control over financial reporting, and we expect to incur additional expenses and diversion of management s time as a result of performing the system and process evaluation, testing and remediation required in order for us and our auditors to comply with the auditor attestation requirements.
+
+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. 
+
+ 
+
+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.
+
+11 | Page
+
+WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
+
+We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
+
+ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
+
+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.
+
+THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES, AND IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES. 
+
+There is currently no market for our common stock and we can provide no assurance that a market will develop. We plan to apply for quotation of our common stock on the Over-The-Counter Bulletin Board upon the effectiveness of this Registration Statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the Over-The-Counter Bulletin Board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
+
+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.
+
+12 | 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.
+
+FOLLOWING THE EFFECTIVE DATE OF OUR REGISTRATION STATEMENT, OF WHICH THIS PROSPECTUS IS A PART, WE WILL BE SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF SECTION 15(D) OF THE EXCHANGE ACT THAT WILL REQUIRE US TO INCURE AUDIT FEES AND LEGAL FEES IN CONNECTION WITH THE PREPARATION OF SUCH REPORTS. THESE ADDITIONAL COSTS COULD REDUCE OR ELIMINATE OUR ABILITY TO EARN A PROFIT.
+
+Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
+
+WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
+
+We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
+
+13 | Page
+
+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 a fixed price of $0.05 per share for the duration of this offering. We determined this offering price arbitrarily, by adding a $0.03 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
+
+. Currently the company is not so listed and there is no assurance that the stock will ever be so listed. 
+
+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. 
+
+Selling Shareholders 
+
+The selling shareholders named in this prospectus are offering all of the 1,510,000 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 in an offering made outside of the United States solely to non-U.S. persons, with no directed selling efforts in the United States and where offering restrictions were implemented. 
+
+The shares include the following: 
+
+1. 960,000 shares of our common stock that the selling shareholders acquired from us in a private offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended, which offering closed on August 21, 2012; 
+
+2. 550,000 shares of our common stock that the selling shareholders acquired from us in a private offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended, which offering closed on September 27, 2012;
+
+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.
+
+14 | Page
+
+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
+
+Wioleta Nowaszczuk
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Kajetan Kowieski
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Piotr Czapski
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Mateusz Dudyk
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Mateusz Nowak
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Maciej Krac
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Daniel Pielacinski
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Bartosz Pawel Kwiatkowski
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Adrian Miciuk
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Tomasz Bobinski 
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Andrei Sevastsianuk
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Andrei Dzemyanets
+
+80,000
+
+80,000
+
+-0-
+
+-0-
+
+Miguel Elias Cruz Ortiz
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Elbin Ulises Tino Morales
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Vadzim Shakhautsou
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Aliaksandra Bryshtel
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Natalia Zydek
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Anna Roza Bebko
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Edyta Anna Zajac
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Magdalena Maria Bebko
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Marzena Jadwiga Nowaszczuk
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Gabriela Nowaszczuk
+
+25,000
+
+25,000
+
+-0-
+
+-0-
+
+Uladzimir Astafurau
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Pavel Chervaniou
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Jose Antonio Torres
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Giovanni Andres Vasques Martines
+
+50,000
+
+50,000
+
+-0-
+
+-0-
+
+Total number of shares 
+
+1,510,000
+
+1,510,000
+
+-0-
+
+-0-
+
+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 4,510,000 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 affiliate.
+
+15 | Page
+
+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 are underwriters and will sell our shares at a fixed price of $0.05 per share for the duration of this offering. We determined this offering price arbitrarily by adding a $0.03 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
+
+. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.
+
+The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.
+
+Rule 144(d)(1) states that if the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities. 
+
+A one-year holding period is required for restricted securities of a non-reporting company.
+
+Sales under Rule 144 are also subject to notice and manner of sale requirements and to the availability of current public information and must be made in unsolicited brokers' transactions or to a market maker. 
+
+A person who is not an affiliate of the registrant under the Securities Act during the three months preceding a sale and who has beneficially owned such shares for at least six months is entitled to sell the shares under Rule 144 without regard to the volume, notice, information and manner of sale provisions.
+
+ Affiliates must comply with the restrictions and requirements of Rule 144 when transferring restricted shares even after the six month holding period has expired and must comply with the restrictions and requirements of Rule 144 in order to sell unrestricted shares.
+
+Affiliates must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period.
+
+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. 
+
+16 | 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. In particular, during such times as the selling shareholders
+
+ are
+
+ deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and
+
+must
+
+, among other things: 
+
+ 
+
+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 to 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. 
+
+17 | 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 16
+
+, 201
+
+3
+
+ there are 4,510,000 shares of our common stock issued and outstanding, held by 27 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. 
+
+18 | Page
+
+Other 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. 
+
+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. 
+
+W. Scott Lawler 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 were incorporated in the State of Nevada on June 11, 2012. To date, our business operations have been limited to primarily, the development of a business plan and the signing of the service agreement with Sp dzielnia Mieszkaniowa UDP , a Poland based company. The following work was commenced pursuant to the service agreement signed with Sp dzielnia Mieszkaniowa "UDP" on September 3, 2012:
+
+- facility check to establish areas of concerns for the building located at 3 Krysztalowa Street, Lublin Poland was incorporated; 
+
+- the radiofrequency electromagnetic field intensity levels both inside and outside of the building were measured; 
+
+- assessment surveys were prepared; 
+
+- advice on how to protect clients from potentially damaging radiation was provided; 
+
+- a written recommendation for shielding of the radiofrequency electromagnetic field levels (EMF) was prepared; 
+
+On December 2, 2012 we recognized the revenues of $2,000 pursuant to the signed service agreement. Our consulting agreement with Sp dzielnia Mieszkaniowa "UDP" was for three months and terminated on December 3, 2012. We operate a consulting business in EMF (electromagnetic field(s)), Microwave, Electrical and Ionizing detection, shielding and protection in Poland. We offer services which incorporate site checks to establish the areas of concern, measure and mitigate both the magnetic fields and the electrical fields, prepare assessment surveys, offer advice on how to protect our clients from potentially damaging radiation, EMI (electromagnetic interference) investigations, EMF consulting services, and all types of inspection and abatement in Poland. We plan to expand our services to North American market in the future if we have the available resources and growth to warrant it. We are a development stage company and cannot state with certainty whether we will achieve profitability. We have minimal assets 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. We maintain our statutory registered agent's office at 2360 Corporate Circle, Ste. 400 Henderson, Nevada 89074-7722. Our business office is located at 19 Broniewskiego St, Wlodawa Poland 22200. Our telephone number is +48918813933. 
+
+Description of Electromagnetic fields, or EMF
+
+Electromagnetic fields are by definition created by motion of elemental charges (electrons (e-)), either in free space, or constrained within a wire. When that motion or flow is relatively constant, we define it as Direct Current (DC). When it is changing with time, we define it as Alternating Current (AC).
+
+19 | Page
+
+The motion of these elemental charges is created by a difference of charge distribution wanting to come to equilibrium relative to each other, akin to two containers of water with different levels in them, connected by a tube at the bottom. (1) If the charge distributions are prevented from equalizing by any form of Electrical Resistance, then the difference is measurable as a potential difference, or Voltage. Any Voltage source will produce an Electric field in free space. Allowing a limited amount of charge flow (defined as Current) will allow the Voltage to remain fairly constant, and yet provide useful output, or work. Any path of Current will produce a Magnetic field in free space. If the Voltage is relatively constant, it is defined as DC Voltage. If the Voltage is changing with time, it is defined as AC Voltage.
+
+(1)
+
+A normal electromagnetic system exists within and around our planet that is necessary for our survival. It produces DC voltage and current. These steady-state Magnetic and Electric fields have been our normal everyday setting and have connected us to the Earth's periodic rhythms.
+
+The types of field that we are concerned about from a health effects standpoint are alternating current, or time-varying, fields whose strength and direction change regularly with time. They arise exclusively from man-made sources, specifically electric power and communications systems, and have been present in our environment for only about the past century.
+
+Alternating (changing with time) Electric Fields
+
+The alternating electric fields can be produced from power distribution wiring, structural cavity wiring, or appliance cordage. Most residential structures are transparent to alternating electric fields. When biological structures are exposed to such fields, every molecule will consistently try to align with each field variation. The same happens within a microwave oven, to such an extent that molecular friction is produced that manifests itself as heat. At power line frequency (60 or 50 cycles/second) molecular friction is quite reduced, although interference with chemical synthesis persists, because random alignment is continuously interfered with, possibly preventing certain reactions. While scientists do not exactly know what is happening, exposure continues possibly promoting a variety of diseases that cannot be associated with any other factor(s), such as chronic fatigue, fibromyalgia, sleep deprivation, general irritability. Those with environmental hypersensitivity can feel immediate relief when the source of power is turned off, eliminating the electric field presence.
+
+Alternating (changing with time) Magnetic Fields
+
+The alternating magnetic fields can be produced from power distribution wiring, grounding interconnections to mask a fire hazard, wiring errors, and locally from appliances. While those from appliances are point sources, whose level of emission drops off dramatically with increasing distance from the source, they are nonetheless important if exposure is lengthy.
+
+Most residential structures are transparent to alternating magnetic fields. The interaction, however, is more complex than from electric fields, causing strange "windowing" effects. That is, effects that manifest most easily at certain intensities or frequencies, although even for the single-frequency exposure to power line frequencies (60 or 50 cycles/second) one of the marked effects of extended exposure to more than a few milliGauss is an increase in the occurrence of Leukemia.
+
+20 | Page
+
+Electromagnetic fields, or EMF, can be problematic from two perspectives: the concern over potential health effects from human exposure, and the disruption to sensitive equipment under high field conditions. EMF testing and remediation services can address both issues.
+
+Electromagnetic fields exposure has become a topic of concern for many people and is an active area of biophysical research. Scientific studies in recent years have shown an apparent correlation between exposure to elevated magnetic field levels and the risk of adverse health effects. The same is true for radio frequency radiation from broadcast and cell phone towers. Significant controversy now exists over the degree of risk posed by this exposure, and the exact mechanisms of interaction by which electromagnetic fields may influence biological processes. Confronted with this uncertain risk, many individuals and organizations have chosen to take a cautious approach and limit their exposure where possible.
+
+Consulting Services
+
+We operate a consulting business in EMF (electromagnetic field(s)), Microwave, Electrical and Ionizing detection, shielding and protection in Poland. We offer services which incorporate site checks to establish the areas of concern, measure and mitigate both the magnetic fields and the electrical fields, prepare assessment surveys, offer advice on how to protect our clients from potentially damaging radiation, EMI (electromagnetic interference) investigations, EMF consulting services, and all types of inspection and abatement in Poland.
+
+1. EMF Measurement Surveys
+
+EMF measurement surveys are usually conducted for one of the following applications:
+
+- Evaluation of a commercial space where equipment is being adversely affected by building electrical systems or other interference (EMI) sources, or where concern about human exposure exists;
+
+- Land Use Planning - site assessment of an open tract to evaluate the impact of power lines or adjacent TV, radio, and cell site transmitters, and to provide guidance in the placement of new construction;
+
+- Evaluation of a residence from an exposure assessment perspective;
+
+- Assessment of human exposure to industrial RF (radio frequency) sources such as heat sealers, dielectric seam welders, induction heating equipment, or microwave dryers.
+
+ 
+
+1. Magnetic Field Cancellation (Active Shielding). Active magnetic shielding systems are used primarily for reducing powerline magnetic fields. They are effective for both transmission and distribution lines, overhead or underground. Within a defined area, the magnetic field can often be reduced to a very low level. While passive shielding using metal plates is commonly used for single rooms, active shielding is usually the only practical approach to power line field mitigation at the whole-building level. 
+
+2. RF (radio frequency) Exposure Measurements. We can conduct RF (radio frequency) testing and measurement for assessment of human exposure to cell tower and broadcast tower emissions.
+
+21 | Page
+
+3. EMF Shielding and Mitigation Alternatives. EMF shielding is a broad term with diverse meanings, primarily because there are many different types of EMF (electric and magnetic fields, RF electromagnetic fields, different frequencies, different sources). Power frequency magnetic shielding is what many people have in mind when they are looking for an EMF shield. It has become common in areas of commercial buildings near the power control and distribution equipment. Radio frequency shielding was the first fully developed EMF shielding application, and is widely used in many different forms. Two broad categories of utilization are recognized: (1) protection of sensitive equipment (or people) from high intensity electromagnetic fields, and (2) prevention of signal escape from secure facilities where secret or classified information is processed. Techniques and materials for reduction of the different types and frequencies of field: electric, magnetic, and electromagnetic fields are offered. Typical sources for each field type are identified.
+
+4. Electrical Wiring Problems and High Magnetic Fields. High magnetic field environments are created more frequently by electrical and grounding system problems than by any other source. This is true in both residential and commercial buildings. The problem usually results from unbalanced and improperly wired feeders and branch circuits. The elevated magnetic fields that result from this imbalance can be a source of electromagnetic interference (EMI) or concern over human health effects.
+
+Initially, our sole officer and director, Liudmila Yuziuk will be performing all consulting services. Ms. Yuziuk has direct experience performing the site checks and other planned operations of the company. To service our contract with Sp dzielnia Mieszkaniowa "UDP" we relied on electromagnetic field (EMF) and radio frequency (RF) meters/detectors to establish areas of concerns for the building located at 3 Krysztalowa Street, Lublin Poland and to measure the radiofrequency electromagnetic field intensity levels both inside and outside of the building. PCs were used to prepare assessment surveys and written recommendations for shielding of the radiofrequency electromagnetic field levels (EMF). Both EMF/RF meters and PCs are owned by our director, Ms. Liudmila Yuziuk. We anticipate relying on Ms. Yuziuk s current business resources to service future agreements until we have available funds to obtain our own PCs and equipment and tools we need to carry out our planned operations. Currently, this option is highly questionable, as no significant revenues are anticipated until we fully implement our business plan and execute additional service agreements. Once we begin to execute additional service agreements and have funds available for growth we may hire one part-time consulting specialist with good knowledge and broad connections to the industry. This individual will be an independent contractor compensated solely in the form of commissions, calculated as a percentage of net profits generated from execution of service agreements. 
+
+Potential conflict of interest may arise in future that may cause our business to fail, including conflict of interest in allocating Ms. Yuziuk 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. While our sole officer and director has verbally agreed to present business opportunities first to us, subject to any pre-existing duty she may have, we have not adopted a policy that expressly prohibits our sole officer and director Ms. Yuziuk from having a direct or indirect financial interest in potential future opportunity or from engaging in business activities of the types conducted by us. As a result, in determining to which entity particular business opportunities should be presented, our sole officer and director Ms. Yuziuk may favor her own interests and the interests of Elektro-Energetyczny Projekt Sp. z o.o over our interests and those of our shareholders, which could have a material adverse effect on our business and results of operations.
+
+Clients
+
+Our president and director, Liudmila Yuziuk will market our product and negotiate with potential customers. We intend to develop and maintain a database of potential customers who may want to use our services. We will follow up with these clients periodically and offer them free presentations and special discounts from time to time. Our methods of communication will include: phone calls, email and regular mail. We plan to attend trade shows in our industry to showcase our services with a view to find new customers. We will ask our satisfied customers for referrals. 
+
+We will market and advertise our service on our web site by showing its advantages over similar services offered by other companies. 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. The company s website has not been developed at this time. We intend to begin developing our website by June of 2013, assuming available resources and company s growth as planned.
+
+We expect that our potential clients will consist of the following:
+
+1. Residential customers, apartment complexes and property developers, public and private schools, pre-schools and day cares, city governments and various sectors in need of EMF detection, shielding and protection services in Poland;
+
+2. Residential customers, apartment complexes and property developers, public and private schools, pre-schools and day cares, city governments and various sectors in need of EMF detection, shielding and protection services in Europe, including but not limited to the Netherlands, Belgium, Germany and France. This option would be available to us only in the future, assuming available resources and growth to warrant it; and
+
+3. Residential customers, apartment complexes and property developers, public and private schools, pre-schools and day cares, city governments and various sectors in need of EMF detection, shielding and protection services in the North America. This option would be available to us only in the future, assuming available resources and growth to warrant it. Currently this option is questionable, given the small revenues and limited operations to date. 
+
+22 | Page
+
+History of electromagnetic fields or EMF
+
+Prior to 1879 there was no commercial use of electricity and no human-produced EMF in several billion years of evolution of life on this planet. 
+
+1879
+
+- First commercial use of Electricity Thomas Edison invents the lightbulb
+
+1880
+
+- Creation of Electrical Distribution
+
+1882
+
+- Electric Meter Invented
+
+1905
+
+- Electrification of US major cities begins
+
+1907
+
+- Invention and introduction of Radio Frequency when Marconi established the first commercial transatlantic radio communications service.
+
+1920s
+
+- Radio stations startup in the US and around the world using AM
+
+1928
+
+- Invention of televised images by Farnsworth
+
+1930s
+
+- Television transmissions start in Europe
+
+- Invention and introduction of Radar in Europe
+
+- 70% of all US households have electricity
+
+1933
+
+- Invention and introduction of FM Radio
+
+1940s
+
+- Television transmissions begins in North America
+
+- FM Radio service begins in Europe and the US
+
+1950s
+
+- High voltage power lines are built in the US to provide increased demand for electricity
+
+- 95% of all US households have electricity, including rural
+
+ 
+ 
+
+1960s
+
+- Microwave development
+
+1980s
+
+- First Generation (1G) commercially automated cellular networks introduced in the US
+
+1990s
+
+- Second Generation (2G) cellular networks introduced in the US using GSM
+
+2000s
+
+- Third Generation (3G) provides media streaming content to 3G handsets
+
+2009
+
+- Fourth Generation (4G) provides 10-fold increase in speed over 3G
+
+- Smart Meters with 2 way communication introduced in the US
+
+Currently, exposure to electromagnetic fields, or EMF, has become an issue of concern for a great many people and is an active area of biophysical research. Discussion over the possible biological effects of electromagnetic fields first began to surface in the late 1960s following the introduction of new, higher voltage electric power transmission lines. 
+
+The first scientific study to attract serious interest in the issue came in 1979 following the work of epidemiologist Nancy Wertheimer, who was looking for possible causes for a number of childhood leukemia cases in the Denver metropolitan area. Her research, performed with physicist Ed Leeper, found that children with leukemia were more than twice as likely to have lived in homes near high current power lines, where the electromagnetic fields were stronger. 
+
+23 | Page
+
+Over the past two decades, many hundreds of studies have been conducted with many more currently underway. Funding for EMF research in the U.S. has at various times come from the Environmental Protection Agency, the Department of Energy, the National Institute of Environmental Health Sciences, the National Cancer Institute, The National Institute of Occupational Safety and Health, the Food and Drug Administration, the Department of Defense, and a few state programs. The Electric Power Research Institute, a utility organization, has also funded a great deal of research. Some studies sponsored by the National Cancer Institute have incorporated EMF as one part of a broader epidemiological approach. Worldwide, at least 27 countries are involved in EMF research.
+
+Most work currently underway in the U.S. is a part of what has come to be known as the Research and Public Information Dissemination (RAPID) Program.
+
+Although the science is far from conclusive, a substantial base of data exists from years of research which is highly suggestive of an association between exposure to electromagnetic fields and the development of certain health problems. 
+
+ 
+
+Competition
+
+Our competitors will include Polish companies providing consulting businesses in EMF detection, shielding and protection in Poland. We will not be differentiating ourselves from the foregoing, but merely competing with them. The consulting industry in EMF detection, shielding and protection is fragmented and competitive, and may be difficult to penetrate. Our competitive position within the industry is negligible in light of the fact that we have limited operations. Older, well-established companies, companies with substantial customer bases, longer operating histories and better financial positions currently attract customers. Since we have limited operations, we cannot compete with them on the basis of reputation. We do expect to compete with them on the basis of the quality of the consulting services that we provide. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, client database, marketing, service, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. At this time, our principal method of competition will be through personal contact with potential clients. 
+
+Some of the additional competitive factors that may affect our business are as follows:
+
+1. Number of Competitors Increase: other companies may follow our business model of offering consulting services to the potential customers in Poland and Europe, which will reduce our competitive edge;
+
+2. Price: Our competitors may be offering similar service at a lower price forcing us to lower our prices as well and possibly offer our service at loss; 
+
+Revenues
+
+The company s revenues will be what we charge our clients for our consulting services. 
+
+The work flow for our consulting services will be as follows: 
+
+1. Customer inquiries about the services along with necessary documents, materials, plans and schemes.
+
+2. Our quote is submitted to the customer for approval. 
+
+3. Upon approval of pricing and terms service agreement is signed and the work is commenced. 
+
+4. The service is completed and delivered to the Customer. 
+
+5. An invoice for the job is submitted.
+
+6. Payment received by money order, bank to bank transfer, check, etc.
+
+24 | Page
+
+Please note that below numbers are estimated in nature and are meant to show the capacity of the company without hiring additional employees and not a guarantee of future revenues.
+
+Estimated Prices for our consulting services are:
+
+- Initial Meeting with Client - free of charge;
+
+- Consulting fees: will vary depending on size of the building, length of the project and scope of work involved, starting from USD 100 per hour.
+
+Invoicing will be on a monthly basis. Aviana, Corp. shall have discretion in selecting the dates and times it performs consulting services throughout the month giving due regard to the needs of the client s business. All actual reasonable and necessary expenditures, which are directly related to the consulting services, are to be reimbursed by the clients.
+
+We cannot guarantee that we will be able to find successful contracts with the potential customers in need of EMF detection, shielding and protection service in Poland and Europe, in which case our business may fail and we will have to cease our operations.
+
+Agreement
+
+On September 3, 2012 a Service Agreement was signed with Sp dzielnia Mieszkaniowa "UDP", a Poland based company.
+
+The agreement with Sp dzielnia Mieszkaniowa "UDP, contains the following material terms:
+
+2. Term/Termination
+
+This Agreement shall be in full force and effect as of the date hereof through and including that period which ends three (3) full months after the date of this Agreement. Either party may terminate this Agreement in the event of the bankruptcy, insolvency, or assignment for the benefit of creditors of the other party, in the event the other party fails to comply with the terms of this Agreement, or on thirty (30) days written notice. 
+
+3. Payment Terms
+
+3.1 AVIANA, CORP. shall be paid $100.00 per hour for services rendered to the Client under this Agreement. AVIANA, CORP. will invoice Client for Services performed. Client shall pay each invoice upon receipt. In the event invoices are not paid within thirty (30) days after the invoice date, Client shall pay to AVIANA, CORP. interest on the outstanding amounts at the rate equal to one and one-half percent (1.5%) per month and Client shall be liable for all of AVIANA, CORP. s costs, fees and expenses (including reasonable attorneys' fees and expert fees and expenses), incurred in connection with AVIANA, CORP. s efforts to collect any amounts due. 
+
+ 
+
+3.2. In addition to the amounts set forth above, Client shall reimburse AVIANA, CORP. for its necessary expenses (including travel, accommodation, subsistence, telecommunications and other typical expenses) incurred in the performance of the Services and the creation of the Work Product. Travel and business expenses shall be in accordance with policies and procedures applicable to Client employees. In no event shall AVIANA, CORP. incur, or be reimbursed for, charges under this Agreement in excess of one thousand United States Dollars ($1,000) unless this amount has been expressly approved in writing in a document signed by Client. 
+
+25 | Page
+
+6. LIMITATIONS ON LIABILITY
+
+AVIANA, CORP. S LIABILITY UNDER THIS AGREEMENT WITH REPSECT TO A GIVEN PROJECT SHALL BE LIMITED TO THE AMOUNT OF FEES RECEIVED BY AVIANA, CORP. UNDER THIS AGREEMENT WITH RESPECT TO SUCH PROJECT.
+
+The agreement signed with Sp dzielnia Mieszkaniowa "UDP" on September 3, 2012 was executed. The following work was commenced pursuant to the service agreement: 
+
+- facility check to establish areas of concerns for the building located at 3 Krysztalowa Street, Lublin Poland was incorporated; 
+
+- the radiofrequency electromagnetic field intensity levels both inside and outside of the building were measured; 
+
+- assessment surveys were prepared; 
+
+- advice on how to protect clients from potentially damaging radiation was provided; 
+
+- a written recommendation for shielding of the radiofrequency electromagnetic field levels (EMF) was prepared;
+
+On December 2, 2012 the revenues of $2,000 were recognized pursuant to the signed service agreement. The agreement terminated on December 3, 2012 per its terms.
+
+Initially, our director Ms. Liudmila Yuziuk will work with the current consulting agreement. In the future we also expect Ms. Yuziuk to work on potential consulting agreements with other Polish/European companies. Ms. Yuziuk intends to devote approximately 30% (15 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 significant revenues and a possible cessation of operations. It is also possible that the demands on Ms. Yuziuk from her own business 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. Yuziuk may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels. 
+
+We cannot guarantee that we will be able to find successful contracts with Polish companies, in which case our business may fail and we will have to cease our operations.
+
+Description of property 
+
+We do not have an ownership or leasehold interest in any property.
+
+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. Liudmila Yuziuk. 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 the EMF detection, shielding and protection consulting services in any jurisdiction which we would conduct activities. We do not believe that government regulation will have a material impact on the way we conduct our business.
+
+Subsidiaries 
+
+We do not have any subsidiaries.
+
+26 | Page
+
+Patents and Trademarks 
+
+We do not own, either legally or beneficially, any patents or trademarks. 
+
+Offices
+
+Our office is currently located at 19 Broniewskiego St, Wlodawa Poland 22200. Our telephone number is +48918813933. This is the office of our Director, Ms. Liudmila Yuziuk. We do not pay any rent to Ms. Yuziuk and there is no agreement to pay any rent in the future. Such costs are immaterial to the financial statements and, accordingly have not been reflected therein. Upon the completion of our offering, we do not intend to establish an office elsewhere.
+
+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 OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on the OTC Bulletin Board a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTC Bulletin Board. When/if our shares of common stock commence trading on the OTC Bulletin Board, the trading price will fluctuate significantly and stockholders may have difficulty reselling their shares.
+
+Stockholders of Our Common Shares
+
+As of the date of this registration statement we have 27 registered shareholders. 
+
+Rule 144 Shares 
+
+A total of 3,000,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144. Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Securities Exchange Act of 1934 periodic reporting requirements for at least three months before the sale. 
+
+Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+1% of the total number of securities of the same class then outstanding, which will equal 45,100 shares as of the date of this prospectus; or 
+
+ 
+
+ 
+ 
+ 
+
+ 
+
+ 
+
+the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; 
+
+ 
+
+provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. 
+
+Such sales must also comply with the manner of sale and notice provisions of Rule 144. 
+
+As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144. 
+
+27 | 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 in the development stage of our business. As a development stage company, we have yet to earn significant revenues from operations. We may experience fluctuations in operating results in future periods due to a variety of factors, including our ability to obtain additional funding in a timely manner and on terms favorable to us, our ability to successfully develop our business model, the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations, infrastructure and the implementation of marketing programs, key agreements and strategic alliances, general economic conditions specific to our industry. To date, our business operations have been limited to primarily, the development of a business plan and the signing of the service agreement with Sp dzielnia Mieszkaniowa UDP , a Poland based company.
+
+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. This is because we have generated revenues of $2,000 only and no significant revenues are anticipated until we implement our business plan and execute additional service agreements. 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. Liudmila Yuziuk, though we do not have an agreement from Ms. Yuziuk for such cash advances. 
+
+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.
+
+28 | Page
+
+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. 
+
+Our plan of operations for the next 12 months is as follows:
+
+November, 2012 - February, 2013: Negotiate consulting agreements with potential customers. Estimated amount of funds required: no material costs.
+
+Initially, our sole officer and director, Ms. Liudmila Yuziuk, will look for potential customers. On September 3, 2012 we signed a service agreement with Sp dzielnia Mieszkaniowa UDP , a Poland based company. On December 2, 2012 we recognized the revenues of $2,000 pursuant to the signed service agreement. During November, 2012 - February, 2013 we plan to contact and start negotiations with other potential customers in Poland through our officer and sole director, Ms. Yuziuk s network of friends and business associates in Poland. We will negotiate terms and conditions of collaboration. We will continue to search for new potential customers during the life of our operations.
+
+Even though the negotiation of additional service agreements with customers 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. 
+
+Even if we are able to obtain sufficient number of service agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.
+
+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. Liudmila Yuziuk, though we do not have an agreement from Ms. Yuziuk for such cash advances. 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.
+
+March-June, 2013: Commence Marketing Campaign. Estimated amount of funds required: $3,000
+
+We intend to use marketing strategies, such as web advertisements, direct mailing and phone calls to acquire potential customers. We also expect to get new clients from "word of mouth" advertising where our new clients will refer their colleagues to us. We also plan to attend shows and exhibitions in EMF detection, shielding and protection, which help residential customers, managers of apartment complexes and property developers, public and private schools, pre-schools and day cares, city governments and various sectors in need of EMF detection, shielding and protection services in Poland come face to face and find new business opportunities and partners. We intend to spend about $3,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.
+
+ 
+
+29 | Page
+
+June-September, 2013: Develop Website. Estimated amount of funds required: $4,000 
+
+By June of 2013, assuming available resources and company growth as planned we intend to begin developing our website. Our director, Ms. Liudmila Yuziuk will be in charge of registering our web domain. 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 the current time. The website development costs, including site design and implementation will be approximately $4,000. Updating and improving our website will continue throughout the lifetime of our operations.
+
+September-November, 2013: Hire Part-Time Consulting Specialist. Estimated Cost $3,000
+
+Initially, our director will look for potential customers. We intend to use marketing strategies, such as direct mailing, phone calls and e-mails to potential customers. Once we begin to execute service agreements and have funds available for growth we may hire one part-time consulting specialist with good knowledge and broad connections to the industry. This individual will be an independent contractor compensated solely in the form of commissions, calculated as a percentage of net profits generated from execution of service agreements. 
+
+We therefore expect to incur the following costs in the next 12 months in connection with our business operations:
+
+Marketing costs
+
+$ 3,000
+
+Website development costs
+
+ 4,000
+
+Estimated cost of this offering
+
+ 12,000
+
+Commissions of PT Specialist
+
+ 3,000
+
+Costs associated with being a publicly reporting company
+
+7,000
+
+Total
+
+ $29,000 
+
+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 revenues of $2,000 only. 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 no such arrangement has been made. 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.
+
+30 | Page
+
+Results of Operations for Period Ending September 30, 2012 
+
+We did not earn any revenues from our incorporation on June 11, 2012 to September 30, 2012. However, we recognized our first revenues of $2,000 on December 2, 2012. We incurred operating expenses in the amount of $1,153 for the period from our inception on June 11, 2012 to September 30, 2012. These operating expenses were comprised $379 for bank charges and $774 for miscellaneous fees. As of September 30, 2012 we had cash of $21,721 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.
+
+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. 
+
+31 | Page
+
+Directors, Executive Officers, Promoters and Control Persons
+
+Our executive officer and director and her age as of the date of this prospectus is as follows:
+
+ 
+
+Director: 
+
+Name of Director 
+
+ 
+
+Age 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Liudmila Yuziuk 
+
+ 
+
+50
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Executive Officers: 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Name of Officer 
+
+ 
+
+Age 
+
+ 
+
+Office 
+
+ 
+
+ 
+
+ 
+
+ 
+
+ 
+
+Liudmila Yuziuk 
+
+ 
+
+50
+
+ 
+
+President, Chief Executive Officer, Treasurer, Chief Financial Officer and Chief Accounting Officer, Secretary
+
+Biographical Information 
+
+Liudmila Yuziuk has acted as our President, Treasurer, Secretary and sole Director since our incorporation on June 11, 2012. Ms. Yuziuk owns 66.52% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Yuziuk 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. Yuziuk s previous employments. Ms. Yuziuk s previous experience, qualifications, attributes or skills were not considered when she was appointed as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors.
+
+Ms. Yuziuk obtained a Bachelor s degree in Electrical Engineering from the Kharkiv National University of Radio Electronics in Kharkiv, Ukraine in 1989. After graduation Ms. Yuziuk has been working for various engineering companies in Ukraine (The Kharkiv Plant Elektropobutprybor, 1989-1993), Tajikistan (UniTex Pol, 1993-1995) and Poland (Polskie G rnictwo Naftowe i Gazownictwo SA, 1995-2001). Since 2001, she has been self-employed in the general area of engineering and consulted various Polish and European engineering companies. Her consulting services included, but were not limited to, provision of the electrical design, technical analysis and /or resolution of engineering problems; application of the design knowledge in power distribution, grounding, lighting, control systems, and equipment specification and selection; creation of the electrical drawings and specifications; measurement and mitigation of the magnetic fields and the electrical fields, preparation of the assessment surveys, electromagnetic interference investigations and electromagnetic fields consulting services. In 2006 Ms. Yuziuk opened her own company Elektro-Energetyczny Projekt Sp. z o.o., specializing in distribution of a complete range of optical sensors, signal conditioners and accessories for temperature monitoring in electromagnetic and harsh environments with the presence of EMI, RFI, MRI. Since 2006 Elektro-Energetyczny Projekt Sp. z o.o. is the only company Ms. Yuziuk has worked for. Ms. Yuziuk intends to devote close to 30% (15 hours /week) of her time to planning and organizing activities of Aviana, Corp.
+
+During the past ten years, Ms. Yuziuk has not been the subject to any of the following events:
+
+ 1. Any bankruptcy petition filed by or against any business of which Ms. Yuziuk 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 Ms. Yuziuk 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.
+
+32 | Page
+
+Term of Office 
+
+Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. No term, however, has been accorded to Ms. Yuziuk s term as a director.
+
+Significant Employees 
+
+We have no significant employees other than our officer 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. Liudmila Yuziuk, our President will be devoting approximately 30% (15 hours/week) of her time to our operations. Because Ms. Yuziuk 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 significant revenues and a cessation of operations.
+
+Potential conflict of interest may arise in future that may cause our business to fail, including conflict of interest in allocating Ms. Yuziuk 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. While our sole officer and director has verbally agreed to present business opportunities first to us, subject to any pre-existing duty she may have, we have not adopted a policy that expressly prohibits our sole officer and director Ms. Yuziuk from having a direct or indirect financial interest in potential future opportunity or from engaging in business activities of the types conducted by us. As a result, in determining to which entity particular business opportunities should be presented, our sole officer and director Ms. Yuziuk may favor her own interests and the interests of Elektro-Energetyczny Projekt Sp. z o.o over our interests and those of our shareholders, which could have a material adverse effect on our business and results of operations.
+
+Executive Compensation

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+Prospectus Summary 5