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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should read the entire prospectus carefully, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and "Management s Discussion and Analysis of Financial Condition and Results of Operations." As used in this prospectus, unless the context otherwise indicates, the references to "BG Staffing," "we," "our," or "us" refer to LTN Acquisition, LLC, together with its subsidiaries (including LTN Staffing, LLC), prior to the merger of LTN Acquisition, LLC with and into LTN Staffing, LLC and the subsequent conversion of the surviving limited liability company into a Delaware corporation, and BG Staffing, Inc. and its consolidated subsidiaries on or after such merger and conversion (the merger took place on November 1, 2013, and the conversion took place on November 3, 2013). Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflects the consolidated business and operations of LTN Staffing, LLC and its wholly-owned subsidiaries prior to such merger and conversion, and BG Staffing, Inc. and its wholly-owned subsidiaries after such merger and conversion. LTN Acquisition, LLC had no operations; thus, the financial statements of this entity have not been included in this registration statement. Our Company We are a national, temporary staffing company that provides temporary workers to a variety of customers that are seeking to match their workforce requirements to their business needs. We have 27 branch offices in 10 states within the U.S. Our Industry The temporary staffing industry supplies temporary staffing services to customers to help them minimize the cost and effort of workforce planning. These services also enable the customer to rapidly respond to changes in business conditions, and in some cases to convert fixed labor costs to variable costs. Temporary staffing companies act as intermediaries in matching available temporary workers to customer assignments. The demand for a flexible workforce continues to grow with competitive and economic pressures to reduce costs and respond to changing market conditions. Staffing Industry Analysts ("SIA"), an independent staffing industry organization, is projecting growth of 6% in the U.S. staffing industry in 2013, driven by continuing job creation and the continued upward shift in temporary staffing usage. The temporary staffing market is subject to volatility based on overall economic conditions. Historically, in periods of economic growth, the number of companies providing temporary staffing services has increased due to low barriers to entry. During recessionary periods, the number of companies has decreased through consolidation, bankruptcies or other events. The temporary staffing industry is experiencing increased demand in relation to total job growth as customers have placed a greater priority on maintaining a more flexible workforce. The temporary staffing industry is large and highly fragmented with many competing companies. Staffing companies compete both to recruit and retain a supply of temporary workers and to attract and retain customers to use these workers. Customer demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes a number of markets focusing on business needs that vary widely in duration of assignment and level of technical specialization. We have diversified our operation to provide temporary workers within distinct segments of the industry. We refer to these segments as Light Industrial, Multifamily and IT Staffing. Light Industrial Segment Our Light Industrial segment provides temporary workers to primarily manufacturing customers needing a flexible workforce. We currently have offices in Sulphur Springs, Texas, Corsicana, Texas, Greenville, Texas, Gainesville, Texas, El Paso, Texas, Plano, Texas, Mesquite, Texas, Austin, Texas, Dallas, Texas, Olive Branch, Mississippi, Southaven, Mississippi, Waukegan, Illinois and Milwaukee, Wisconsin. Light Industrial segment revenues were $39.3 million in the fiscal year ended December 30, 2012 ("Fiscal 2012") and represented 51.2% of our consolidated revenues. Our Light Industrial segment temporary workers perform services in a variety of manual and unskilled positions. The workers we assign to our Light Industrial customers are our temporary workers, although our customers provide on-the-job direction, control and supervision. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Calculation of Registration Fee Title of Each Class of Securities to Be Registered Amount to Be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee Common Stock, par value $0.01 per share 1,541,470 $ 0.01 $ 15,414.70 $ 1.99 (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. The amount registered includes 1,541,470 shares of common stock that were issued in connection with the reorganization described in this registration statement and upon the exercise of warrants. (2) No market presently exists of our common stock. The selling stockholders will be required to offer their shares at $0.01 per share until our common stock is listed for quotation on the OTC Bulletin Board or OTCQB marketplace. Assuming such listing is obtained, offers may be made at prevailing market prices or at privately negotiated prices. There is no liquid market for the registrant s common stock. 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. * BG Staffing, Inc. is the successor by conversion to LTN Staffing, LLC, d/b/a BG Staffing, which was a Delaware limited liability company. On November 1, 2013, LTN Acquisition, LLC, a Delaware limited liability company and the former parent of LTN Staffing, LLC, merged with and into LTN Staffing, LLC, and the resulting limited liability company converted into a Delaware corporation and was renamed BG Staffing, Inc. on November 3, 2013. Shares of the common stock of BG Staffing, Inc. are being offered by the selling stockholders pursuant to the following prospectus. Except as disclosed in the prospectus, the consolidated financial statements and selected historical consolidated financial data and other financial information included in this registration statement are those of LTN Staffing, LLC and its subsidiaries and do not give effect to such merger or corporate conversion. LTN Acquisition, LLC had no operations; thus, the financial statements of this entity have not been included in this registration statement. Multifamily Segment Our Multifamily segment is a leading provider of front office and maintenance personnel to the multifamily housing industry. We currently have offices in Dallas, Texas; Austin, Texas; San Antonio, Texas; Houston, Texas; Atlanta, Georgia; Phoenix, Arizona; Charlotte, North Carolina; Raleigh, North Carolina; Tampa, Florida; Jacksonville, Florida; and Denver, Colorado. Multifamily segment revenues were $18.2 million in Fiscal 2012 and represented 23.7% of our consolidated revenues. The workers we assign to our Multifamily customers are our temporary workers, although our customers provide on-the-job direction, control and supervision. IT Staffing Segment Our IT Staffing segment provides highly skilled information technology professionals with expertise in SAP ERP, SAP BI, Hyperion, Oracle ERP, Oracle BI and Peoplesoft. Our customers include large Fortune 500 companies (which accounted for approximately 40% of our IT staffing segment revenues in Fiscal 2012), as well as consulting firms engaged in systems integration projects. We operate our national coverage of the market from our offices in Durham, North Carolina and Pawtucket, Rhode Island. IT Staffing segment revenues for Fiscal 2012 were $19.3 million and represented 25.1% of our consolidated revenues. Growth Strategy We are committed to growing our operations. Our growth strategy is reliant upon both acquisitions and organic growth. We will continue to evaluate opportunities utilizing our proven approach to the assessment, valuation, and integration of acquisitions. Additionally, we are committed to continue to grow our operations in our current markets, as well as expand into new markets within the industries that we currently serve. Recent Developments Acquisition of Assets of InStaff Holding Corporation and InStaff Personnel, LLC On May 28, 2013, we acquired substantially all of the assets of InStaff Holding Corporation ("InStaff") and InStaff Personnel, LLC, a wholly owned subsidiary of InStaff Holding Corporation. We believe this acquisition will allow us to strengthen and expand our operations in our Light Industrial segment. We agreed to assume certain liabilities and pay an aggregate of $9 million (subject to a post-closing purchase price adjustment) as consideration for the purchased assets and certain agreements of the sellers and related parties. Contingent earnout payments up to an aggregate of $1 million may also be paid if certain post-closing performance objectives are met. InStaff operated 12 branches in Texas and Mississippi, which we continue to operate under the "InStaff" trade name. InStaff s revenues were $53.5 million in Fiscal 2012. Engagement of Whitley Penn LLP as Our Independent Registered Public Accounting Firm On November 22, 2013, the audit committee of our board of directors decided to dismiss Grant Thornton LLP as our independent registered public accounting firm, effective immediately, and to engage Whitley Penn LLP effective November 25, 2013 as our independent registered public accounting firm. Adoption of 2013 Long-Term Incentive Plan Our board of directors adopted our 2013 Long-Term Incentive Plan (the "2013 Plan") effective December 20, 2013. Our 2013 Plan will provide for the grant of incentive stock options to our employees and any subsidiary corporations employees, and for the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations employees and consultants. See "Executive Compensation—2013 Long-Term Incentive Plan." Conversion into a Delaware Corporation Reorganization BG Staffing, Inc. is the successor by conversion to LTN Staffing, LLC, which was a Delaware limited liability company. LTN Staffing, LLC, which did business as BG Staffing, was organized in Delaware in August, 2007, as a wholly-owned subsidiary of LTN Acquisition, LLC. LTN Acquisition, LLC and LTN Staffing, LLC have effected a reorganization (the "Reorganization") through the merger of LTN Acquisition, LLC with and into LTN Staffing, LLC, with LTN Staffing, LLC continuing as the surviving entity in the merger, and the conversion at LTN Staffing, LLC from a Delaware limited liability company into a Delaware corporation, which is named BG Staffing, Inc. The merger was completed on November 1, 2013, and the conversion was completed on November 3, 2013. LTN Acquisition, LLC had two classes of units of membership interests outstanding (i.e., Class A units and Class B units) which represented a member s interest in LTN Acquisition, LLC. In the merger, each member of LTN Acquisition, LLC received equivalent units in LTN Staffing, LLC as the surviving company in the merger. In the subsequent conversion, which was deemed a "liquidation" of LTN Staffing, LLC under its limited liability company agreement (which was substantially identical to the limited liability company agreement of LTN Acquisition, LLC in place immediately prior to the merger), shares of BG Staffing, Inc. were issued and distributed to the former members of LTN Staffing, LLC as "liquidation proceeds" in amounts determined in accordance with the liquidation provisions of the LTN Staffing, LLC s limited liability company agreement. The shares of common stock of BG Staffing, Inc. issued in the conversion and to be offered by the selling stockholders have rights as further described under "Description of Capital Stock." The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Prospectus Subject to Completion, dated December 26, 2013 BG Staffing, Inc. 1,541,470 Shares Common Stock This prospectus relates to the offer for sale of an aggregate of 1,541,470 shares of common stock, par value $0.01 per share, of BG Staffing, Inc., which we refer to herein as the common stock, by the selling stockholders named herein. BG Staffing, Inc. is not offering any securities pursuant to this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling stockholders. Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any exchange. We are seeking sponsorship for the trading of our common stock on the OTC Bulletin Board and/or OTCQB marketplace upon the effectiveness of the registration statement of which this prospectus forms a part. The 1,541,470 shares of our common stock can be sold by selling stockholders at a fixed price of $0.01 per share until our shares are quoted on the OTC Bulletin Board and/or OTCQB marketplace and thereafter at prevailing market prices or privately negotiated prices. While a market maker has agreed to file the necessary documents with the Financial Industry Regulatory Authority (referred to herein as FINRA), we cannot provide assurance that our shares will actually be quoted on the OTC Bulletin Board and/or OTCQB marketplace or, if quoted, that a viable public market will materialize or be sustained. Following the effectiveness of the registration statement of which this prospectus forms a part, the sale and distribution of securities offered hereby may be effected in one or more transactions that may take place on the OTC Bulletin Board and/or OTCQB marketplace, including ordinary brokers transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders. The selling stockholders and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended, which we refer to in this prospectus as the Securities Act, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the related disclosure contained in pages 10-11 of this prospectus. Investing in our common stock is highly speculative and involves a significant degree of risk. See "Risk Factors" beginning on page 5 of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2013. Partnership Status of LTN Acquisition, LLC and LTN Staffing, LLC LTN Acquisition, LLC had been reported since its inception as a partnership for federal tax purposes, and LTN Staffing, LLC had reported since its inception as an entity that was disregarded and treated as a branch of LTN Acquisition, LLC for federal tax purposes. LTN Acquisition, LLC and LTN Staffing, LLC continued to maintain their respective status for federal tax purposes until the Reorganization was completed. Consequently, the former members of LTN Acquisition, LLC will pay federal income taxes on LTN Acquisition, LLC s taxable income (or loss) from operations through the day of Reorganization. Historically, LTN Acquisition, LLC had not distributed money to its members; however, immediately prior to the Reorganization, LTN Acquisition, LLC distributed an aggregate amount of $1.2 million to its members as a tax distribution. Members will be responsible for the payment of taxes on their distributive share of LTN Acquisition, LLC s taxable income for the taxable year of LTN Acquisition, LLC that ended immediately prior to the Reorganization, regardless of whether the tax distribution to the Members is sufficient to satisfy their respective tax liability. Corporate Information Our principal executive offices are located at 5000 Legacy Drive, Suite 350, Plano, Texas 75024. Our telephone number at that location is (972) 692-2400. Our website address is www.bgstaffing.com. The reference to our website is a textual reference only. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. TABLE OF CONTENTS Page Prospectus Summary 1

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+S-1/A Table of Contents TABLE OF CONTENTS About This Prospectus i Cautionary Note Regarding Forward-Looking Statements i Questions And Answers Relating To The Rights Offering iii Summary 1

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+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and does not contain all the information that is important to you. You should carefully read this prospectus and the documents we have referred you to in "Incorporation of Documents by Reference" and "Where You Can Find More Information" on pages 37 and 38 before making an investment decision. References in this prospectus to "Multiband," "the Company," "we," "us" and "our" refer to Multiband Corporation and its subsidiaries. Overview Multiband Corporation is a Minnesota corporation formed in September 1975 (the Company). The Company has three operating segments: (1) Field Services Segment (FS), where the Company provides installation services for pay television (satellite and broadband cable) providers, internet providers and commercial customers, (2) Multi-Dwelling Unit Segment (MDU), where the Company bills voice, internet and video services to subscribers as owner/operator and also acts as a master system operator for DIRECTV, receiving net cash payments for managing video subscribers through its network of system operators; and (3) Engineering, Energy & Construction Segment (EE&C) where the Company provides engineering and construction services for the wired and wireless telecommunications industry, including public safety networks. This segment also provides renewable energy services including wind and solar applications and other design and construction services, usually done on a project basis. We operate in 33 states with 33 field offices and employ approximately 3,700 people. Field Services Segment (FS) The Company, through its FS segment, generates revenue from the installation and service of DIRECTV video programming for residents of single family homes under a contract with DIRECTV. DIRECTV is the largest provider of satellite television services in the United States with approximately 20 million subscribers. These video subscribers are owned and billed by DIRECTV. The FS segment functions as a fulfillment arm for DIRECTV. As a result, the Company does not directly compete with other providers for DIRECTV s business. Although DIRECTV competes with DISH, the other leading satellite television provider and incumbent providers of phone and telephone services for pay television customers, DIRECTV has its own marketing and competitive programs of which the Company is merely an indirect and passive recipient. The FS segment also provides similar installation services for certain broadband cable and internet providers and commercial customers. Multi-Dwelling Unit Segment (MDU) Through our MDU segment, we serve as a master system operator for DIRECTV, which allows us to offer satellite television services to residents of multi-dwelling units directly and through a network of affiliated operators. The MDU segment also offers bundled services for voice, data and video directly to residents in the MDU market. Our primary customers in the MDU segment are property owners/managers who are focused on delivering their residents (our end users) reliability, quality service, short response times, minimized disruptions and alterations on the property, and value added services. Our contracts with the property owner typically run three to ten years pursuant to right-of-entry agreements between property owners and us. Within this segment, we also offer our internal support center and billing platform to service third party clients. As of December 31, 2012, we had approximately 160,000 owned and managed subscribers, with an additional 36,000 subscribers supported by the support center. Energy, Engineering & Construction Segment (EE&C) The Company also provides engineering and construction services for the wired and wireless telecommunications industry, including public safety networks, renewable energy services including wind and solar applications and other design and construction services which are usually done on a project basis. Our Strategies Our strategies are centered on leveraging our existing infrastructure and improving operational efficiencies. The key elements of our business strategies are: (2)See table in Item 13. Other Expenses of Issuance and Distribution for proceeds, net of out-of-pocket expenses. See "Plan of Distribution" for a description of anticipated expenses to be incurred in connection with our offering and selling the notes. We are not required to sell any specific number or dollar amount of notes in order to accept subscriptions. We will issue the notes in book-entry or uncertificated form. Subject to certain limited exceptions, you will not receive a certificated security or a negotiable instrument that evidences your notes. We will deliver written confirmations to purchasers of the notes. [_________________] will act as trustee for the notes. The date of this Prospectus is _____ __, 2013 Grow Our MDU Business. We believe that we are well positioned with proper funding to support growth initiatives in the MDU market because we are currently the largest nationwide MDU master system operator and we have invested significant time, effort, and capital into developing our MDU infrastructure. Our intent is to substantially grow this segment of our business by targeting middle to high-end rental properties and resort area condominiums. We will target properties that range from 50 to 150 units on a contiguous MDU property for television and internet access only. We will survey properties that exceed 150 units for the feasibility of local and long distance telephone services. Expand Our Installation & Fulfillment Services. We believe our national footprint and technical expertise uniquely position us to expand into new installation and fulfillment services for corporations, government agencies and residential properties. Expanding our installation services would allow us to better leverage our fixed costs and improve operating margins. We continue to evaluate opportunities to expand into new installation services and will pursue those opportunities that are strategically and financially viable. Grow the EE&C Business Segment. We believe growth in public safety networks will continue as security and safety concerns, driven by, among other things, terrorism threats and weather emergencies, require further infrastructure buildouts. We also believe that research, development and investment in alternative and renewable energy sources will provide work for the Company. Improve Operational Efficiencies. We intend to continue efforts to improve our profitability and cash flow by reducing technician turnover, maintaining strict inventory control systems, improving our training and safety programs to reduce insurance and other costs, reducing fleet fuel usage, and optimizing vehicle leasing terms. Pursue Strategic Acquisitions. We intend to pursue strategic acquisitions that expand the scope of our service offerings, allow us to expand our operations into new geographic areas or strengthen our position in our existing geographic markets. See "Business—Pending Acquisition" for more information about a current transaction.

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+SUMMARY Introduction The Company is engaged in the development, design and manufacture of innovative MEMS (micro electrical mechanical systems) and Spintronics (magnetic encoding and reading of electron spin) products in its Shrewsbury, Massachusetts fab facility. Our subsidiary, Advanced MicroSensors Corporation ("AMS"), which operates the Shrewsbury fab facility, acquired its assets and business in May 2011 from Advanced MicroSensors, Inc. In our pursuit of products to commercialize, AMS is of strategic importance. AMS has capabilities in MEMS and Spintronics development, and is able to take intellectual property and demonstrate whether the same can be commercialized at a reasonable cost. We seek the licensing of intellectual property. Commercialization of such intellectual property would follow these steps: assessment of the scope of patent claims we hold; assessment of the scope of patent claims held by others; assessment of the market; assessment of the competitive environment; development of a working prototype; and identification of possible licensees, manufacturers and distributors. Based on a determination of cost and value of a particular technology, we may stop the process at an early stage, or continue as far as manufacturing and distribution. Management has identified several initial development projects which would leverage the capabilities of AMS, but has not yet licensed the intellectual property related to the same. The projects are based on MEMS technology which the Company believes AMS can design and manufacture. Our development projects are beginning in 2013 and may take up to two years or more to complete. There can be no assurance of the development and completion of these projects. In April 2012, the Company formed Magnetic Sense Inc., a Delaware Corporation and a wholly-owned subsidiary of the Company, for the purpose of holding and developing the rights to the Company's magnetic sensor technologies. The Company has not had any operating activity in this subsidiary since inception. The Offering The shares of our common stock covered by this prospectus are being registered for resale by the Selling Stockholders, from time to time in transactions (which may include block transactions) on the OTC-QB Bulletin Board (or other markets on which shares of our common stock are then traded), in negotiated transactions, through put or call option transactions relating to the shares, through short sales of shares, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, or at negotiated prices. To the knowledge of the Company, none of the Selling Stockholders has entered into agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares. Selling Stockholders The Selling Stockholders consist of [TO BE COMPLETED IN AMENDMENT NO. 1]. The specific transactions in which these shares were acquired are detailed in the Selling Stockholders section elsewhere in this prospectus. We will receive none of the proceeds from the sale of shares by the Selling Stockholders. Corporate Information Our principal executive office is located at 5297 Parkside Drive, Suite 400, Box 24, Canandaigua, NY 14424, telephone number (585) 905-0554.

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+PROSPECTUS SUMMARY The following is a summary of some of the information contained in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks relating to our business and common stock discussed under the heading Risk Factors and our financial statements. La Jolla Pharmaceutical Company Our Business La Jolla Pharmaceutical Company is a biopharmaceutical company focused on the discovery, development and commercialization of innovative therapeutics for chronic organ failure and cancer. Our drug development efforts are focused on two product candidates: GCS-100 and LJPC-501. GCS-100 targets the galectin-3 protein, which, when overproduced by the human body, has been associated with chronic organ failure and cancer. In January 2013, we initiated a Phase 1/2 clinical trial with GCS-100 for the treatment of chronic kidney disease, or CKD. The Phase 1 portion of the clinical trial was successfully completed on May 6, 2013. After analysis of the data from the Phase 1/2 clinical study we decided to suspend the Phase 2 portion and expanded it to a three arm randomized 117 patient Phase 2 clinical study. We have started the Phase 2 randomized single blinded clinical trial of GCS-100 for the treatment of CKD. LJPC-501 is a peptide agonist of the renin-angiotensin system, which is designed to help restore kidney function in patients with hepatorenal syndrome, or HRS. We filed an Investigational New Drug Application, or IND with the Food and Drug Administration or FDA for LJPC-501 on May 31, 2013, and received acceptance to move forward with our planned Phase 1 clinical trial and plan to initiate the Phase 1 clinical trial in HRS by the end of 2013. GCS-100 Overview GCS-100 is a complex polysaccharide derived from pectin that binds to, and blocks the activity of galectin-3, a type of galectin. Galectins are a member of a family of proteins in the body called lectins. These proteins interact with carbohydrate sugars located in, on the surface of, and in between cells. This interaction causes the cells to change behavior, including cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to beta-galactoside sugar molecules. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. Over-expression of galectin-3 has been implicated in a number of human diseases, including chronic organ failure and cancer. This makes modulation of the activity of galectin-3 an attractive target for therapy in these diseases. Current Clinical Study In December 2012, we announced that the FDA s Division of Cardiovascular and Renal Products had accepted our IND, which included a clinical trial protocol designed to study GCS-100 in patients with CKD. In January 2013, we initiated a Phase 1/2 clinical trial with GCS-100 in patients with CKD. The trial is designed in two parts. Part A (Phase 1) will evaluate the safety of single, ascending doses of GCS-100 and determine a maximum tolerated dose. Part B (Phase 2) will evaluate the safety and activity of multiple doses of GCS-100. Part B is designed to measure activity and will include various markers of kidney function. Part A of the clinical trial has been completed and Part B has been suspended. Part B of the Phase 1/2 trial was suspended after analysis of the Phase 1 data in order to move forward with a new Phase 2 randomized single blinded clinical study of GCS-100 for the treatment of CKD. The Phase 2 clinical trial will dose up to 117 patients weekly up to eight weeks randomized 1:1:1 in three dosing groups, placebo, 1.5 mg/m2, or milligrams per meter squared, and 30 mg/m2, with the primary endpoint being change in estimated Glomerular Filtration Rate or eGFR from baseline compared to placebo and the secondary endpoint being safety. This Phase 2 trial has stared to enroll patients and we expect to receive data from the study during the first half of 2014. LJPC-501 Overview LJPC-501 is a peptide agonist of the renin-angiotensin system that acts to help the kidneys balance body fluids and electrolytes. Studies have shown that LJPC-501 may improve renal function in patients with HRS. HRS is a life-threatening form of progressive renal failure in patients with liver cirrhosis or fulminant liver failure. In these patients, the diseased liver secretes vasodilator substances (e.g., nitric oxide and prostaglandins) into the bloodstream that cause under-filling of blood vessels. This low-blood-pressure state causes a reduction in blood flow to the kidneys. As a means to restore systemic blood pressure, the kidneys induce both sodium and water retention, which contribute to ascites, a major complication associated with HRS.HRS is categorized into two types, based on the rapidity of the progression of renal failure as measured by a marker called serum creatinine. Type 1 HRS is the more rapidly progressing type and is characterized by a 100% increase in serum creatinine to > 2.5 mg/dL, or milligrams per deciliter, within two weeks. Fewer than 10% of people with Type 1 HRS survive hospitalization, and the median survival is only a few weeks. Type 2 HRS is slower progressing, with serum creatinine rising gradually; however, patients with Type 2 HRS can develop sudden renal failure and progress to Type 1 HRS. Although ascites occurs in both Type 1 and Type 2 HRS, recurrent ascites is a major clinical characteristic of Type 2 HRS patients, and median survival is only four to six months. We estimate that HRS affects an estimated 90,000 people in the United States, and most of these patients will die from this disease. Table of Contents La Jolla Pharmaceutical Company Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) For the Years Ended December 31, 2012 and 2011 (In thousands) Series C-12 Redeemable Convertible Preferred Stock Series C-12 Convertible Preferred Stock Series C-22 Convertible Preferred Stock Series D-12 Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders (Deficit) Equity Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2010 6 $ 47 $ $ $ 9 $ $ 428,563 $ (428,081 ) $ 482 Issuance of Series C-11 Preferred Stock dividends 58 Conversion of Series C-11 Preferred Stock (1 ) (588 ) 865 904 904 Share-based compensation expense 254 254 Series C-11 Preferred Stock dividends 90 (197 ) (197 ) Forfeit of Series C-11 Preferred Stock dividend (5 ) 78 78 Adjustment to redemption value 5,531 (5,531 ) (5,531 ) Net loss (11,548 ) (11,548 ) Balance at December 31, 2011 5 5,133 874 424,071 (439,629 ) (15,558 ) Issuance of Series C-12 Preferred Stock dividends 1 780 (780 ) (780 ) Series C-12 Preferred Stock dividends (90 ) (56 ) (56 ) Conversion of Series C-12 Preferred Stock (31 ) 6,358 1 30 31 Exercised Series C-22 warrants for Series C-22 Preferred Stock 1 500 500 Exercised Series D-12 warrants for Series D-12 Preferred Stock 5 4,631 (4,631 ) Conversion of Series D-12 Preferred Stock (16 ) 3,347 16 Share-based compensation expense 8,604 8,604 Issuance of restricted stock awards 3,688 Removal of redemption and certain conversion features (6 ) (5,792 ) 6 5,792 12,418 18,210 Net income (7,737 ) (7,737 ) Balance at December 31, 2012 $ 6 $ 5,792 1 $ 500 5 $ 4,615 14,267 $ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (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(2) Common Stock, par value $0.0001 per share 142,857,139 $0.17 $24,285,714 $3,128 (1) Represents shares of Common Stock, par value $0.0001 per share that may be sold by the selling stockholders named in this registration statement. Pursuant to Rule 416 of the Securities Act of 1933, as amended, this registration statement also covers such an indeterminate amount of shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar events. (2) Pursuant to Rule 457(c), calculated on the basis of the average of the high and low prices of the registrant s Common Stock quoted on the OTCQB tier of the OTC Markets Group Inc. on November 7, 2013. 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. In February 2013, we conducted a meeting with the FDA to discuss the design for a clinical trial studying LJPC-501 in patients suffering from HRS. Based on feedback from this meeting, we filed an IND on May 31, 2013 and received acceptance to move forward with our planned Phase 1 clinical study of LJPC-501 for the treatment of HRS. We plan to initiate the Phase 1 clinical trial of LJPC-501for the treatment of HRS by the end of 2013. Recent Business Developments On September 24, 2013, the Company entered into a Securities Purchase Agreement with the purchasers thereto (the Securities Purchase Agreement ), pursuant to which the Company agreed to sell, for an aggregate price of $10 million, approximately 96,431,000 shares of the Company s Common Stock, par value $0.0001 per share (the Common Stock ), at a price of $0.07 per share (the Common Shares ) and approximately 3,250 shares of Series F Convertible Preferred Stock at a price of $1,000 per share (the Preferred Shares and, together with the Common Shares, the Shares ) (the Private Placement ). The Private Placement closed on September 27, 2013, subject to customary closing conditions (the Closing ). The estimated proceeds to the Company, net of commissions, was approximately $9.7 million. Risks Related to La Jolla We face a number of risks and uncertainties, including the following: We have only limited assets. The technology underlying our compounds is uncertain and unproven. Results from any future clinical trials we may undertake may not be sufficient to obtain regulatory approvals to market our drug candidates in the United States or other countries on a timely basis, if at all. Future clinical trials that we may undertake may be delayed or halted. If the third-party manufacturers upon which we rely fail to produce our drug candidates that we require on a timely basis, or to comply with stringent regulations applicable to pharmaceutical drug manufacturers, we may face delays in the trials, regulatory submissions, required approvals or commercialization of our drug candidates. Our success in developing and marketing our drug candidates depends significantly on our ability to obtain patent protection. In addition, we will need to successfully preserve our trade secrets and operate without infringing on the rights of others. Because a number of companies compete with us, many of which have greater resources than we do, and because we face rapid changes in technology in our industry, we cannot be certain that our products will be accepted in the marketplace or capture market share. Our stock has only limited trading volume, which may adversely impact the ability of stockholders to sell shares at a desired price, or to fully liquidate their holdings. The price of our common stock has been, and will be, volatile and may continue to decline. Our common stock is considered a penny stock and does not qualify for exemption from the penny stock restrictions, which may make it more difficult for you to sell your shares. For further discussion of these and other risks and uncertainties that La Jolla faces, see the Risk Factors section beginning on page 4 of this prospectus. Corporate Information Our principal executive offices are located at 4660 La Jolla Village Drive, Suite 1070, San Diego, California 92122 and our telephone number is (858) 207-4264. Our Internet address is www.ljpc.com. Our website and the information contained on that site, or connected to that site, is not part of or incorporated by reference into this prospectus. The information in this preliminary prospectus is not complete and may be changed. These securities may not be distributed 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 November 8, 2013 PROSPECTUS La Jolla Pharmaceutical Company 142,857,139 Shares of Common Stock THE OFFERING Common stock covered by this prospectus: Up to 142,857,139 shares of Common Stock Common stock outstanding as of November 1, 2013: 220,220,368 shares Use of proceeds: The Selling Stockholders will receive all of the proceeds from the sale of the shares offered for sale by them under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Stockholders. See Use of Proceeds.

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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus that we consider important. This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read the following summary together with the more detailed information regarding us and the securities being sold in this offering, including the risks discussed under the heading Risk Factors, contained in this prospectus. You should also read carefully the consolidated financial statements and notes thereto and the other information about us that is incorporated by reference into this prospectus, including our annual report on Form 20-F for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on April 30, 2013, referred to as our Form 20-F for 2012, and our Form 6-K regarding our financial results for the period ended June 30, 2013 and recent material transactions, all incorporated by reference into this prospectus. Our Company BluePhoenix solves enterprise problems specific to legacy technology and mainframe modernization. Our technology helps customers reduce cost around existing mainframe applications, integrate legacy data with modern platforms and reduce risk around migrating to new target states. Our solution portfolio includes software and professional services that address information technology ( IT ) challenges that organizations and companies face today, including: lack of agility and responsiveness to changing business needs; difficulty in recruiting and retaining mainframe professionals; growing cost of infrastructure software licenses, maintenance and operations; difficulties in complying with new regulations; and use of old technologies which prevent access to modern technology and inhibit the ability to meet business expectations. Our solutions enable companies to: better understand and manage their IT systems and resources; effectively plan and carry out strategic projects that provide real business value; transform to modern technology, which we believe enables enterprises to recruit professional resources easily; significantly decrease maintenance, human resource, and technology costs; easily integrate packaged applications and build customized applications; substantially transform applications and databases in order to address regulatory and business changes; directly gain access to cutting edge technology and new business channels; and leverage off mainframe computing in either a public or private cloud. We provide our modernization solutions directly to our customers or through our strategic partners, such as IBM, CSC, Oracle, Microsoft, HP, NCS, T-Systems, Cognizant, Capgemini and Dell. Additionally, from time to time, other IT services companies license our technologies for use in modernization projects in various markets. Our partners include system integrators, as well as other software vendors who assist us in increasing our penetration and exposure in the market. We provide solutions to our partners customers in collaboration with the system integrator s team. In most cases, the partners provide related services to the customers. Our arrangements with our partners vary. We may enter into distribution agreements under which we grant license rights to our partners or to the partners customers or provide related services, or a combination of both. Alternatively, we may enter into subcontractor relationships with our strategic partners. Private Placement and Selling Shareholder On November 25, 2013, we issued and sold in a private placement an aggregate of 625,000 of our ordinary shares at a price per share of $4.00 to an existing shareholder who is an accredited investor. We received aggregate gross proceeds of $2.5 million. Our issuance of our ordinary shares was exempt from registration under Section 4(2) of the Securities Act. This prospectus relates to the sale or other disposition from time to time of up to 625,000 of our ordinary shares issued in the private placement, which are held by Prescott Group Aggressive Small Cap Master Fund, G.P. and its pledgees, donees, transferees or other successors-in-interest. This private placement also may require us to issue up to an additional 1,042,523 of our ordinary shares pursuant to the anti-dilution rights of the selling shareholder as described in the The Private Placement section of this prospectus. If any such anti-dilution ordinary shares are issued, we will be required to file an additional registration statement to cover the sale or other disposition of such ordinary shares. Recent Developments Transition from Foreign Private Issuer status to Domestic Issuer status. As of January 1, 2014, we will lose our foreign private issuer status, and accordingly, we will be required to comply with the disclosure and reporting requirements of domestic U.S. filers. As a result, the benefits currently available to us as a foreign private issuer will no longer be available to us. We anticipate that the transition to the status of a domestic issuer would result in additional costs and expenses to us. For additional information see Risk Factors Risks Related to Our Trading Securities. Comerica Loan. As of October 2, 2013, we have entered into a loan agreement with Comerica Bank with the following basic terms: non-formula revolving line in the amount up to $500,000 backed by a guarantee; borrowing base (accounts receivable based) loan in the amount up to $500,000; both the non-formula revolving line and borrowing base loan are at market based interest rates based on Prime + a margin; one year commitment; and no financial covenants. We paid off our prior credit facility with Leumi bank on October 28, 2013. 2009 Warrants. On August 31, 2013, one of the institutional investors holding warrants issued in 2009 exercised such warrants for 25,585 ordinary shares at an exercise price of $1.5634 per ordinary share. Liolios Warrants. On August 31, 2013, a portion of the warrants issued to Liolios Group, Inc., exercisable for 1,500 ordinary shares, expired. On September 30, 2013, the remaining warrants issued to Liolios Group, Inc. exercisable for an additional 1,500 ordinary shares expired. Other Material Changes We have also undergone other changes since the filing of our most recent Annual Report on Form 20-F, which are described in our Reports of Foreign Private Issuer on Form 6-K that are incorporated by reference herein (as described under Where You Can Find More Information and Incorporation of Certain Information by Reference below).

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+PROSPECTUS SUMMARY You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Risk Factors and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to we, our, us, the Company, or the Registrant refer to American Petro-Hunter Inc., a Nevada corporation. Our Business We are an oil and natural gas exploration and production (E&P) company with current projects in Payne and Lincoln Counties in Oklahoma. As of July 8, 2013, we have six producing wells in Oklahoma. We also have ownership of 1,410.7 net acres and rights for the exploration and production of oil and gas on an aggregate of approximately 4,733.8 gross acres in Oklahoma. This includes rights to explore on 1,847 gross acres in Oklahoma in the North Oklahoma Mississippi Project and in 2,886 gross acres in south-central Oklahoma (the South Oklahoma Project ). In 2012, oil sales from our producing wells averaged 13.1 cumulative barrels per day. Typically, our interest in a well arises from a contract with another entity pursuant to which we provide financial support for certain costs incurred in the exploration and development of a project, which may include land costs, seismic or other exploration, and test drilling. In exchange, we typically receive an interest in the proceeds from the project s production. Our future operations will require substantial capital expenditures which will exceed our current revenues. Therefore, we are dependent upon the identification and successful completion of additional long-term or permanent equity financings, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to meet our business objectives. If we are not successful we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our acquisition, working capital and other cash requirements. We continue to operate with very limited administrative support, and our current officers and directors continue to be responsible for many duties to preserve our working capital. We expect no significant changes in the number of employees over the next 12 months. Our current burn rate is approximately $35,000 per month and we currently have approximately $2,000 in cash on hand. We are dependent on additional capital to continue to operate. Failure to complete a financing will have an adverse effect on our ability to operate and execute our business plan. Based on the current burn rate, the Company does not currently have sufficient capital to operate and we are doing so on a very limited budget. As a result, our accounts payable are expected to grow. If we are unable to raise capital or generate sufficient revenue, we will have to liquidate or sell certain assets. If we do raise capital, it will most likely be obtained through equity or debt financings. There are no assurances that we will be able to raise the required working capital on terms favorable to the Company, or that such working capital will be available on any terms when needed. Any such capital that is raised may result in substantial dilution to our existing stockholders. During the year ended December 31, 2012, we raised $727,200 from promissory notes. We also received recorded $308,770 in revenue during the year ended December 31, 2012 from our producing wells. For the fiscal year ended December 31, 2012, we incurred a net loss of $3,303,136. As filed with the Securities and Exchange Commission on July 31, 2013 Registration No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN PETRO-HUNTER INC. (Exact name of registrant as specified in its charter) Nevada 1389 98-0537233 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 250 N. Rock Rd., Suite 365 Wichita KS 67206 (316) 201-1853 (Address and telephone number of principal executive offices and principal place of business) Laughlin Associates, Inc. 9120 Double Diamond Pkwy Reno, NV 89521 (Name, address and telephone number of agent for service) Copies to: Mark C. Lee Saxon Peters GREENBERG TRAURIG, LLP 1201 K Street, Suite 1100 Sacramento, California 95814 Telephone: (916) 442-1111 Facsimile: (916) 448-1709 Approximate date 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 [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Corporate Information We were formed on January 24, 1996 pursuant to the laws of the State of Nevada under the name Wolf Exploration, Inc. In August 2001, we changed our name to American Petro-Hunter Inc. and began focusing our business on the exploration and eventual exploitation of oil and gas. The Company operates from its offices at 250 N Rock Rd., Suite 365 Wichita, KS. Our telephone number is (316) 201-1853. Transfer Agent Our transfer agent is Holladay Stock Transfer, and is located at 2939 N 67th Place, Scottsdale, Arizona 85251. The agent s telephone number is (480) 481-3940. Equity Enhancement Program with Hanover Holdings I, LLC Common Stock Purchase Agreement On June 24, 2013, which we refer to as the Closing Date, we entered into the Purchase Agreement with Hanover. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Hanover is committed to purchase up to $5,000,000, which we refer to as the Total Commitment, worth of our common stock, which we refer to as the Shares, over the 24-month term of the Purchase Agreement. From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the registration statement of which this prospectus is a part is declared effective by the Securities and Exchange Commission, or the Commission, we may, in our sole discretion, provide Hanover with draw down notices, each a Draw Down Notice, to purchase a specified dollar amount of Shares, or the Draw Down Amount, over a 10 consecutive trading day period commencing on the trading day specified in the applicable Draw Down Notice, or the Pricing Period, with each draw down subject to the limitations discussed below. The maximum amount of Shares requested to be purchased pursuant to any single Draw Down Notice cannot exceed 300% of the average daily trading volume of our common stock for the 10 trading days immediately preceding the date of the Draw Down Notice, or the Maximum Draw Down Amount. Once presented with a Draw Down Notice, Hanover is required to purchase a pro rata portion of the applicable Draw Down Amount on each trading day during the applicable Pricing Period on which the daily volume weighted average price for our common stock, or the VWAP, equals or exceeds an applicable floor price, or the Floor Price, equal to the product of (i) 0.70 and (ii) the VWAP over the 10 trading days immediately preceding the date the Draw Down Notice is delivered, subject to adjustment. If the VWAP falls below the applicable Floor Price on any trading day during the applicable Pricing Period, the Purchase Agreement provides that Hanover will not be required to purchase the pro rata portion of the applicable Draw Down Amount allocated to that trading day. The per share purchase price for the Shares subject to a Draw Down Notice will equal to 90.0% of the arithmetic average of the three lowest VWAPs that equal or exceed the applicable Floor Price during the applicable Pricing Period, except that if the VWAP does not equal or exceed the applicable Floor Price for at least three trading days during the applicable Pricing Period, then the per share purchase price will be equal to 90.0% of the arithmetic average of all VWAPs that equal or exceed the applicable Floor Price during such Pricing Period. Each purchase pursuant to a draw down will reduce, on a dollar-for-dollar basis, the Total Commitment under the Purchase Agreement. We are prohibited from issuing a Draw Down Notice if (i) the amount requested in such Draw Down Notice exceeds the Maximum Draw Down Amount, (ii) the sale of Shares pursuant to such Draw Down Notice would cause us to issue or sell or Hanover to acquire or purchase an aggregate dollar value of Shares that would exceed the Total Commitment, or (iii) the sale of Shares pursuant to the Draw Down Notice would cause us to sell or Hanover to purchase an aggregate number of shares of our common stock which would result in beneficial ownership by Hanover of more than 4.99% of our common stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder). We cannot make more than one draw down in any Pricing Period and must allow 24 hours to elapse between the completion of the settlement of any one draw down and the commencement of a Pricing Period for any other draw down. CALCULATION OF REGISTRATION FEE Proposed Proposed Amount of Shares maximum maximum Amount of Title of each class of to be offering price aggregate Registration securities to be registered Registered per share offering price Fee Common Stock 14,417,524 (1) $ 0.01135 (2) $ 163,638.90 $ 22.32 (2) Common Stock 1,764,706 (3) $ 0.085 $ 150,000.00 $ 20.46 Total 16,182,230 $ 313,638.90 $ 42.78 (1) Represents shares issuable pursuant to the Common Stock Purchase Agreement, between the Company and Hanover Holdings I, LLC, a New York limited liability company ( Hanover ), dated June 24, 2013 (the Purchase Agreement ) at a to be determined price per share equal to 90.0% of the arithmetic average of the three lowest volume weighted average prices for the Company s common stock ( VWAPs ) that equal or exceed the applicable floor price during a ten (10) trading day pricing period commencing on the date of notice of the draw down; provided, however, that if the VWAP does not equal or exceed the floor price for at least three trading days during the pricing period, then the per share purchase price shall be equal to 90.0% of the arithmetic average of all VWAPs that equal or exceed the floor price during such pricing period. (2) Calculated in accordance with Rule 457(c) of the Securities Act, based upon the average high and low prices reported on the Over the Counter Bulletin Board on July 30, 2013. (3) Includes 1,764,706 shares of the Company s Common Stock issued on March 22, 2013 to Hanover in satisfaction of a $150,000 commitment fee paid to Hanover for entering into the Common Stock Purchase Agreement, dated March 22, 2013, based upon a price per share equal to $0.085 per share. We hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until we shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Hanover has agreed that during the term of the Purchase Agreement, neither Hanover nor any of its affiliates will, directly or indirectly, engage in any short sales involving our securities or grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of our common stock or any securities convertible into or exercisable or exchangeable for any shares of our common stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of any shares of our common stock, provided that Hanover will not be prohibited from engaging in certain transactions relating to any of the shares of our common stock that it owns or that it is obligated to purchase under a pending Draw Down Notice. The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement may be terminated at any time by the mutual written consent of the parties. Unless earlier terminated, the Purchase Agreement will terminate automatically on the earlier to occur of (i) the first day of the month next following the 24-month anniversary of the date on which the registration statement of which this prospectus is a part is declared effective by the Commission or (ii) the date on which Hanover purchases the Total Commitment worth of common stock under the Purchase Agreement. Under certain circumstances set forth in the Purchase Agreement, we and Hanover each may terminate the Purchase Agreement on one trading day s prior written notice to the other. We paid to Hanover a commitment fee for entering into the March Purchase Agreement equal to $150,000 (or 3.0% of the Total Commitment under the March Purchase Agreement) in the form of 1,764,706 restricted shares of our common stock, which we refer to as the Commitment Shares, calculated at a price equal to $0.085 per share, which was the closing price of our common stock on March 4, 2013. The Commitment Shares are being registered for resale in the registration statement of which this prospectus is a part. We also agreed to pay up to $15,000 of reasonable attorneys' fees and expenses (exclusive of disbursements and out-of-pocket expenses) incurred by Hanover in connection with the preparation, negotiation, execution and delivery of the Purchase Agreement and related transaction documentation. Further, if we issue a Draw Down Notice and fail to deliver the shares to Hanover on the applicable settlement date, and such failure continues for 10 trading days, we agreed to pay Hanover, in addition to all other remedies available to Hanover under the Purchase Agreement, an amount in cash equal to 2.0% of the purchase price of such shares for each 30-day period the shares are not delivered, plus accrued interest. The Purchase Agreement also provides for indemnification of Hanover and its affiliates in the event that Hanover incurs losses, liabilities, obligations, claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations and warranties under the Purchase Agreement or the other related transaction documents or any action instituted against Hanover or its affiliates due to the transactions contemplated by the Purchase Agreement or other transaction documents, subject to certain limitations. Registration Rights Agreement In connection with the execution of the Purchase Agreement, on the Closing Date, we and Hanover also entered into a registration rights agreement dated as of the Closing Date, or the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, we agreed to file the registration statement of which this prospectus is a part with the Commission to register for resale 16,182,230 Shares, which includes the 1,764,706 Commitment Shares, on or prior to July 13, 2013, which we refer to as the Filing Deadline, and have it declared effective at the earlier of (A) the 90th calendar day after the Closing Date and (B) the fifth business day after the date the Company is notified by the Commission that the Registration Statement will not be reviewed or will not be subject to further review, which we refer to as the Effectiveness Deadline. Prior to July 13, 2013, Hanover waived compliance with the Filing Deadline of July 13, 2013. No other provision of the Registration Rights Agreement was waived. The effectiveness of the Registration Statement of which this Prospectus is a part is a condition precedent to our ability to sell common stock to Hanover under the Purchase Agreement. We have agreed to file with the Commission one or more additional registration statements to cover all of the securities required to be registered under the Registration Rights Agreement that are not covered by this prospectus, in each case, as soon as practicable, but in no event later than the applicable filing deadline for such additional registration statements as provided in the Registration Rights Agreement. We also agreed, among other things, to indemnify Hanover from certain liabilities and fees and expenses of Hanover incident to our obligations under the Registration Rights Agreement, including certain liabilities under the Securities Act. Hanover has agreed to indemnify and hold harmless us and each of our directors, officers and persons who control us against certain liabilities that may be based upon written information furnished by Hanover to us for inclusion in the registration statement of which this prospectus is a part, including certain liabilities under the Securities Act. SUBJECT TO COMPLETION, DATED JULY 31, 2013 PROSPECTUS 16,182,230 SHARES OF COMMON STOCK AMERICAN PETRO-HUNTER INC. This prospectus relates to the resale of up to an aggregate of 16,182,230 shares of our common stock, par value $0.001 per share, by Hanover Holdings I, LLC, a New York limited liability company ( Hanover or Selling Stockholder ), 14,417,524 of which (the Purchase Shares ) are issuable to Hanover pursuant to the terms of the Common Stock Purchase Agreement, between the Company and Hanover, dated June 24, 2013 (the Purchase Agreement ) and1,764,706 of which were issued to Hanover on March 22, 2013 in satisfaction of a $150,000 commitment fee paid to Hanover for entering into the Common Stock Purchase Agreement, between the Company and Hanover, dated March 22, 2013 (the March Purchase Agreement ), based upon a price per share equal to $0.085 per share. See the section of this prospectus entitled Equity Enhancement Program With Hanover for a description of the Purchase Agreement and the section entitled Selling Stockholder for additional information regarding Hanover. We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our common stock by the selling stockholder under this prospectus, however, we may receive gross proceeds of up to $5,000,000 from sales of our common stock to Hanover under the Purchase Agreement. Hanover may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We provide more information about how Hanover may sell its shares of common stock in the section titled Plan of Distribution on page 22. We will pay the expenses incurred in connection with the offering described in this prospectus, with the exception of brokerage expenses, fees, discounts and commissions, which will be paid by the selling stockholder. In addition, we issued 1,764,706 shares of our common stock to Hanover as a commitment fee for entering into the March Purchase Agreement. Hanover is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act. Our common stock is quoted on the OTC Bulletin Board under the symbol "AAPH" The shares of our common stock registered hereunder are being offered for sale by Selling Stockholder at prices established on the OTC Bulletin Board during the term of this offering. On July 30, 2013, the closing bid price of our common stock was $0.01 per share. These prices will fluctuate based on the demand for our common stock. INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 2 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 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 becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state. Termination Agreement On March 22, 2013, we entered into the March Purchase Agreement and a registration rights agreement, or the March Registration Rights Agreement and, together with the March Purchase Agreement, the Original Agreements with Hanover whereby the Hanover was to purchase up to $5,000,000 of our common stock. As a result of comments received from the Commission with respect to the registration statement filed by the Company in connection with the transactions contemplated by the Original Agreements, the Company and Hanover entered into a termination agreement, dated June 24, 2013, or the Termination Agreement, to terminate the Original Agreements and the transactions contemplated thereby; provided however, that the Commitment Shares were fully earned and will remain outstanding. The Offering As of July 8, 2013, there were 62,215,597 shares of our common stock outstanding, of which 61,315,597 shares were held by non-affiliates, excluding the 1,764,706 Commitment Shares that we have already issued to Hanover under the March Purchase Agreement. Although the Purchase Agreement provides that we may sell up to $5,000,000 of our common stock to Hanover, only 16,182,230 shares of our common stock are being offered under this prospectus, which represents (i) 1,764,706 shares of common stock that we issued to Hanover as Commitment Shares and (ii) 14,417,524 shares of common stock that we may issue to Hanover as Shares pursuant to draw downs under the Purchase Agreement. If all of the 16,182,230 shares offered under this prospectus were issued and outstanding as of July 8, 2013, such shares would represent approximately 21.12% of the total number of shares of our common stock outstanding and 21.37% of the total number of outstanding shares of our common stock held by non-affiliates, in each case as of July 8, 2013. At an assumed purchase price of $0.0072 (equal to 90.0% of the closing price of our common stock of $0.008 on July 8, 2013), and assuming the sale by us to Hanover of all of the 14,417,524 Shares being registered hereunder pursuant to draw downs under the Purchase Agreement, we would receive only approximately $103,806.17 in gross proceeds. If we elect to issue and sell more than the 14,417,524 Shares offered under this prospectus to Hanover, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional Shares, which could cause additional substantial dilution to our stockholders. Based on the above assumptions, we would be required to register an additional approximately 680,026,921 shares of our common stock to obtain the balance of $5,000,000 of the Total Commitment that would be available to us under the Purchase Agreement. We currently have authorized and available for issuance only 200,000,000 shares of our common stock pursuant to our charter. Accordingly, we would have to amend our charter, which would require shareholder approval, to obtain the substantial bulk of the Total Commitment. The number of shares of our common stock ultimately offered for resale by Hanover is dependent upon the number of shares we ultimately issue and sell to Hanover under the Purchase Agreement. The Total Commitment of $5,000,000 was determined based on numerous factors, including our estimated operating expenses for the next two years. While it is difficult to estimate the likelihood that we will need the full Total Commitment, we presently believe that we may need the full Total Commitment under the Purchase Agreement. The Offering Issuer American Petro-Hunter Inc. Securities Offered for Resale Up to an aggregate of 16,182,230 shares of our common stock, consisting of: 1,764,706 shares of common stock that we issued to Hanover as Commitment Shares; and 14,417,524 shares of common stock that we may issue to Hanover as Shares pursuant to draw downs under the Purchase Agreement. Common Stock Outstanding Before the Offering 62,215,597 shares Common Stock to be Outstanding After the Offering 76,633,121 shares assuming all of the Securities are Resold Use of Proceeds We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of Shares to Hanover pursuant to the Purchase Agreement. The net proceeds received under the Purchase Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our Board of Directors, in its good faith deem to be in the best interest of the company and its stockholders. Trading Our common stock is quoted on the OTC Bulletin Board under the symbol AAPH Risk Factors The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See Risk Factors . SUMMARY OF FINANCIAL INFORMATION The following selected financial information is derived from the Company s Financial Statements appearing elsewhere in this Prospectus and should be read in conjunction with the Company s Financial Statements, including the notes thereto, appearing elsewhere in this Prospectus. Summary of Statements of Operations For the Year Ended December 31, 2012: Total revenue $ 308,770 Net loss (3,303,136 ) Net loss per common share (basic and diluted) $ (0.07 ) Weighted average common shares 44,476,603 For the Three Month Period Ending March 31, 2013 (unaudited): Total revenue $ 44,239 Net loss (279,200 ) Net loss per common share (basic and diluted) $ (0.01 ) Weighted average common shares 48,295,256 Statement of Financial Position As of December 31, 2012: Cash $ 16,216 Accounts Receivable 13,735 Total current assets 29,951 Investments in mineral properties, net of accumulated amortization of $132,499 1,582,324 Capitalized financing costs, net of amortization of $6,737 41,263 Total assets $ 1,653,538 Total current liabilities $ 648,461 Total long-term liabilities $ 992,835 Stockholders equity $ 12,242 Total liabilities and stockholders deficit $ 1,653,538 As of March 31, 2013 (unaudited): Cash $ 9,743 Accounts Receivable 18,837 Total current assets 28,580 Investments in mineral properties, net of accumulated amortization of $150,087 1,564,735 Capitalized financing costs, net of amortization of $10,974 190,527 Total assets $ 1,783,842 Total current liabilities $ 751,965 Total long-term liabilities $ 924,541 Stockholders equity $ 107,336 Total liabilities and stockholders deficit $ 1,783,842

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+The following summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that is important to you in making an investment decision with respect to the Securities. You should read carefully this entire prospectus, as well as the information incorporated by reference herein and therein, before deciding to invest in the Securities. You should carefully consider the sections entitled Risk Factors in this prospectus and the documents incorporated by reference herein and therein as you determine whether an investment in the Securities is appropriate for you. Our Company Eastern Virginia Bankshares, Inc. is a bank holding company headquartered in Tappahannock, Virginia that was organized and chartered under the laws of the Commonwealth of Virginia on September 5, 1997 and commenced operations on December 29, 1997. Through our wholly-owned bank subsidiary, EVB, we operate 22 full service branches and two drive-in facilities in eastern Virginia. Two of EVB s three predecessor banks, Bank of Northumberland, Inc. and Southside Bank, were established in 1910. The third bank, Hanover Bank, was established as a de novo bank in 2000. In April 2006, these three banks were merged and the surviving bank was re-branded as EVB. EVB is a community bank targeting small to medium-sized businesses and consumers in our traditional coastal plain markets and the emerging suburbs outside of the Richmond and Greater Tidewater areas. Our mission is dedicated to providing the highest quality financial services to our customers, enriching the health and vitality of the communities we serve, and enhancing shareholder value. The Company provides a broad range of personal and commercial banking services including commercial, consumer and real estate loans. We complement our lending operations with an array of retail and commercial deposit products and fee-based services. Our services are delivered locally by well-trained and experienced bankers, whom we empower to make decisions at the local level, so they can provide timely lending decisions and respond promptly to customer inquiries. Having been in many of our markets for over 100 years, we have established relationships with and an understanding of our customers. We believe that, by offering our customers personalized service and a breadth of products, we can compete effectively as we expand within our existing markets and into new markets. The Company currently conducts business through 22 full service branches and two drive-in facilities, primarily in the eastern portion of the state. Our markets are located east of U.S. Route 250 and extend from northeast of Richmond to the Chesapeake Bay in central Virginia and across the James River from Colonial Heights to southeastern Virginia. Geographically, we have four primary market areas: Northern Neck, Middle Peninsula, Capital (suburbs of Richmond) and Southern. As a result of over 100 years of experience serving the Northern Neck and Middle Peninsula regions, we have a stable, loyal customer base and a high deposit market share in these regions. Due to the lower projected population growth of these markets, we expanded in Hanover, Henrico, Gloucester, New Kent and King William Counties and the city of Colonial Heights to target the higher potential growth in these existing and emerging suburban markets. The deposit market share we have accumulated in our Northern Neck, Middle Peninsula and Southern regions has helped fund our loan growth in the emerging suburban areas in the Capital region. We believe that economic growth and bank consolidation have created a growing number of businesses and consumers in need of a broad range of products and services, as well as the high level of personal service that we provide. While we work through the economic challenges of the past few years and look at 2013 as a year to strengthen our existing markets, our long-term business plan is to capitalize on the growth opportunity in our markets by further developing our branch network in our existing markets and augmenting our market area by expanding to the counties near the urban markets of Richmond and Greater Tidewater. 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 relating to these securities 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 state or jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus, dated August 20, 2013 PROSPECTUS Eastern Virginia Bankshares, Inc. 5,240,192 Shares of Series B Preferred Stock 9,890,111 Shares of Common Stock (Including 5,240,192 Shares Underlying the Series B Preferred Stock) This prospectus relates to the securities listed below that may be offered for sale from time to time by the persons named in this prospectus (and their transferees) (the Selling Securityholders ) identified in Selling Securityholders beginning on page 31 of this prospectus who currently own such securities or may acquire such securities upon the conversion or exchange of securities currently held. Investing in

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+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in Common Stock. You should carefully read the entire Prospectus, including the section entitled "Risk Factors" and the financial statements and related notes included therein, before you decide whether to invest in Common Stock. If you invest in Common Stock, you are assuming a high degree of risk. See the section entitled "Risk Factors." The "Company" refers to Kleangas Energy Technologies, Inc., a Delaware corporation. "Our," "us," or "we" refer collectively to the Company and its wholly owned subsidiary, Kleangas Energy Technologies, Inc., a Florida corporation ("KET"). Except where the context otherwise requires, "KGS" refers to KET as it existed prior to the merger described below and "KET" refers to KET as it has existed from and after that merger. Overview Our purpose is to design, manufacture and sell systems that generate oxygen and hydrogen by the electrolysis of water and inject these gases into the mixture of fuel and air used in gasoline and diesel engines ("Oxy-Hydrogen Systems"). Initially, we will rely on third parties to manufacture the systems that we sell; as our business develops, we expect to manufacture systems ourselves and to purchase certain components used in their manufacture from third parties. We will market directly with our own sales force by personal contact, dealerships and an internet website primarily to automotive original equipment manufacturers and owners of fleets of cars and trucks. The Company commenced operations in May 2012 and is a development-stage company. The address of the Company is 8110 Ulmerton Rd., Largo, FL 33771 and its telephone number is (727) 364-2744. Our financial statements include only the period commencing with Inception on May 10, 2012, and do not include those of the Company, which was incorporated on January 8, 2008, and which never conducted any business. Accordingly, these financial statements are those of KET, which was the accounting acquirer in the merger which is discussed under the caption "Our History – The Merger" on page 4. Potential investors in the Company s Common Stock should also consider the following matters, in addition to "Risk Factors" commencing on page 6: Our Ability to Continue as a Going Concern Our independent auditor has expressed substantial doubt about our ability to continue as a going concern. Further, we incurred a net loss of $89,621 from our inception on May 10, 2012, through December 31, 2012. Our accumulated deficit at December 31, 2012, was $389,111. Our cash balance as of April 30, 2013, was $23.00. We expect to continue to incur losses at least for the next two fiscal years. For further information about our condition, financial and otherwise, see "Risk Factors," commencing on page 6, and in particular, those appearing under the caption "Risk Factors – Risk Factors Related to Our Financial Condition," beginning on page 6, as well as "Management s Discussion and Analysis of Financial Condition and Results of Operations" on page 33. As used herein, the term "Inception" means May 10, 2012, which is the date on which KET was incorporated and our present business commenced, as well as the date of the commencement of our fiscal period ended December 31, 2012. The Company, however, was incorporated on January 8, 2008. See "Prospectus Summary – Our History" on page 4. The Rate at Which We Are Incurring Indebtedness For the fiscal year ended December 31, 2012, costs of $89,621 were incurred for start-up costs, accrued officers salaries, accrued rent and interest. Our current cash balance as of April 30, 2013, was $23.00. As of December 31, 2012, we had total current liabilities of $362,051. We are currently producing no revenue and are incurring indebtedness at the rate of approximately $12,000 per month, of which $10,000 is for salaries for our two officers, $1,000 is for rent for office and warehouse space rented to us by one of our officers and $1,000 is for advances made by these officers. With the consent of these officers, such salaries and rent are not being paid, but are being accrued as debt on our books; general overhead costs are being funded by our two officers. The advances were made for purchases of goods and services subject to usual trade terms, for ordinary business travel and expenses and for other transactions in the ordinary course of business. There is no agreement in place with respect to these advances, which total approximately $16,000; we are paying no interest thereon; and no portion thereof has been reimbursed to these officers. We plan to start paying salary of $5,000 per month (but no arrearages) to Mr. Wylie and rental of $1,000 per month (but no arrearages) to Mr. Klein when we have received financing of $200,000. We are seeking equity and/or debt financing in an amount of at least $1.5 million that will enable us to continue to meet our capital needs for 2013, and will not commence paying Mr. Klein s salary until we have received this amount; when we receive this amount, we will also consider repayment of arrearages in salary and rent. As long as these officers are willing to forego the payment of salary and rent and to make advances, we will be able to continue in business indefinitely. On the other hand, if these officers were not to continue this arrangement until we were able, if at all, to generate sufficient revenues and/or obtain sufficient financing to meet these costs and expenses, we would no longer be able to continue in business. Neither of these officers is obligated to defer or to continue to defer the payment of salary or rent or to make advances and neither of them has given any indication as to how long he will be willing to do so. See "Risk Factors – We Could Lose Our Officers and Premises" on page 6 for discussion of the adverse impact on our business that could occur if one or both of these officers were to cease such deferral, demand payment of the deferred amounts and/or cease making advances. In the event that our officers were to cease to make advances, we would run out of cash within a few weeks and could not continue to operate, in which case, the Company s stockholders would lose all or substantially all of their investment. We are seeking equity and/or debt financing in an amount of at least $1.5 million that will enable us fully to meet our capital needs for 2013, but cannot give any assurance as to whether, when or in what amounts we will obtain it. We also cannot make material progress in implementing our business plan until we have raised a minimum of $200,000. See "Management s Discussion and Analysis of Financial Condition and Results of Operations – Plan of Operations" on page 35. We have met with several sources of financing, but have not been successful in obtaining funds. We intend to persist in seeking financing and intend to identify possible sources of financing and attempt to interest them in us. The Company expects to incur costs of approximately $19,000 in connection with the offering of its Common Stock pursuant to this Prospectus. In addition, because the Company will be required to file reports with the SEC as a result of the effectiveness of the registration statement of which this Prospectus forms a part, it will incur expenses as a result of being a "public company," primarily in the form of legal and accounting expenses. It is not possible to quantify the amount of these expenses with exactness, because they will depend on the complexity of our business; however, we believe that they will initially range between $25,000 and $35,000 per year. Pledge of the Shares of the Company's Operating Subsidiary The Company has pledged the shares of KET, its operating subsidiary, for the payment of a promissory note in the principal amount of $275,000, which is due in full on August 15, 2013. The Company is presently unable to repay this promissory note and, unless it is able to develop sufficient revenues and/or obtain sufficient financing, it will be unable to repay the promissory note when due. In that event, the lender could sell the shares of KET, which conducts all of our operations, with the result that the Company would be left with no operations and the shareholders would lose all, or substantially all, of their investment. For further information on the promissory note and the pledge, see "Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – Exchange Transaction" on page 40. In accordance with Our Business Plan, We Will Initially Sell Products Manufactured by a Third Party Although we intend, when we have sufficient revenues and/or financing, to manufacture our own products, our initial business will be that of reselling products manufactured by a third party. For further information respecting this matter and the risks associated with it, see "Description of Business – Private Label Agreement" on page 30. Our History Prior to the Merger The Company was incorporated in Delaware on January 8, 2008, for the purpose of being the vehicle whereby Redmond Capital Corp., a Florida corporation ("Redmond") would change its corporate domicile to Delaware. Redmond was incorporated effective September 12, 1996, in the State of Florida under the corporate name Minex Minerals, Inc. On February 3, 1999, it changed its corporate name to Redmond Capital Corp. Redmond s sole business, which terminated prior to the end of 2004, was the production of an animated television series. On June 14, 2007, the Circuit Court of the Eleventh Circuit in and for Miami-Dade County, Florida, appointed a receiver over the business of Redmond (Case No. 06-21128 CA 10) and on August 28, 2007, that court issued an order releasing the receiver, closing the case and approving certain actions specified in the receiver s report, including the issuance of 32,000,000 shares of the common stock of Redmond to Mark Renschler to compensate him for services theretofore rendered to Redmond. Shortly thereafter, he was elected as Redmond s president, secretary and sole director. On January 8, 2008, Redmond changed its corporate domicile from Florida to Delaware through a process known as "conversion" as permitted by Florida and Delaware law. In the conversion, the Company was incorporated in Delaware and the Company and Redmond effected the conversion by filing certificates of conversion in Delaware and Florida, respectively. On August 14, 2008, the Company effected a 1-for-2,000 reverse split of its common stock. In November 2008, the Company issued 282,000,000 shares of its common stock and 2,000,000 shares of its Series A Preferred Stock to Mr. Renschler (the "Renschler Shares"). In 2009, Mr. Renschler resigned as the Company s sole director and was replaced by Damian Guthrie, who also became its president. On July 31 2010, Mr. Guthrie resigned as an officer and director and was replaced by Richard S. Astrom, who is the father-in-law of Mr. Guthrie. On August 15, 2012, in connection with the merger described below (see "Directors, Executive Officers and Control Persons – Related Parties – Exchange Transaction" on page 40), the Renschler Shares, which had been acquired by Mr. Astrom, were surrendered to the Company and cancelled. Immediately prior to the merger described below and since its inception in January 2008, the Company was, and from at least October 2004 until its acquisition by conversion in January 2008, Redmond was, a shell company, with nominal assets and no operations. The Merger On August 15, 2012, the Company entered into a Plan and Agreement of Merger by and among the Company, KNGS Acquisition, Inc., a Florida corporation and the Company s wholly owned subsidiary ("Acquisition"), and KGS, under which Acquisition was merged with and into KGS, with KGS being the surviving corporation. As a result of the Merger, the Company is are no longer considered a shell company. In connection with the Merger, the Company issued 2,100,000,000 shares of Common Stock to the holders of the common stock of KGS. As a result of the Merger, William B. Wylie and Dennis J. Klein, who are respectively the president and chairman of the board and who are directors of the Company, became its controlling stockholders. Also in connection with the Merger: The Company completed a private placement with 11 investors of 316,500,000 shares of Common Stock for proceeds of $25,000 in cash and payment for services under Securities Purchase Agreements (the "Private Placement"). The Company also entered into Registration Rights Agreements with these investors, under which the Company was obligated to file the registration statement under the Securities Act of which this Prospectus forms a part covering the shares issued in the Private Placement (the "Registration Statement") and is obligated to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible. Richard S. Astrom, the Company s president and sole director, entered into an Exchange Agreement with the Company, under which 2,000,000 shares of its Common Stock, 2,000,000 shares Series A Preferred Stock and $71,044 of its indebtedness to him were exchanged for a secured promissory note of the Company payable to him in the principal amount of $275,000 and bearing interest at the rate of 0.24% per annum and a payment of $25,000. The promissory note is due August 15, 2013, is subject to acceleration in the event of certain events of default and contains certain restrictive covenants. For further information, see "Directors, Executive Officers and Control Persons – Related Parties –Exchange Transaction" on page 40. On August 28, 2012, KGS filed with the Secretary of State of the State of Florida Certificate of Merger Consummating the Merger and on September 26, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware changing its corporate name from "Windsor Resource Corp." to "Kleangas Energy Technologies, Inc." As a result of the Merger, our business is now that of the design, manufacture and sale of Oxy-Hydrogen Systems for use in motor vehicles. For more detailed information as to our business, see "Description of Business," which begins on page 29. The Common Stock is quoted on and will be traded over OTCQB under the symbol "KGET." The information contained in this Prospectus, together with the additional information contained in the registration statement of which this Prospectus forms a part, is intended to be "Form 10 Information," as that term is defined in Rule 144 under the Securities Act.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the Risk Factors and other sections of this prospectus. Company Overview We are a leading cloud-based service provider of communications and information technology solutions to small and medium sized business ( SMB ) and enterprise customers nationwide. After several years of development, we began providing cloud-based communication services in 2005 and later introduced into our product portfolio a variety of cloud-based computing solutions. Today, we offer a full suite of cloud-based systems and services to customers nationwide, with more than 100,000 active licenses on our flagship product offering, our cloud-based business communications platform named OfficeSuite , which comprises a growing percentage of our overall revenue and the vast majority of our existing cloud-based revenue stream. We benefit from software development expertise, proprietary technology and a strong next-generation network infrastructure. This allows us to offer our customers more than just cloud-based services, but additionally products that include advanced, converged communications services and network access by leveraging our network infrastructure, on a cost-effective basis. For the three months ended March 31, 2013, over 82% of all new revenue installed during the period was provisioned on our next-generation IP network. We have provided cloud-based services in the Northeast and Mid-Atlantic United States since 2005 and offered cloud-based services nationwide since late 2009. Prior to 2009, our focus had been solely on markets across 10 states, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. These markets remain important markets for us and we have the majority of our direct sales efforts focused on these markets. We distribute our products through quota-bearing sales representatives, including a direct sales force primarily based in the Northeast and Mid-Atlantic United States, sales agents nationwide, and by our expanded efforts in wholesale, web marketing, Value Added Resellers ( VARs ) and nationwide distributor channels. As of March 31, 2013, we provided our services to approximately 30,000 business customers nationwide. For the three months ended March 31, 2013 and the year ended December 31, 2012, approximately 90% and 89%, respectively, of our total revenue was generated from retail end users in a wide array of industries, including professional services, health care, education, manufacturing, real estate, retail, automotive, non-profit groups and others. For the same periods, approximately 10% and 11%, respectively, of our total revenue was generated from wholesale, carrier access and other sources. We have transitioned a significant percentage of our revenue base to T-1- and IP-based products and cloud-based communications services. For the three months ended March 31, 2013 and the year ended December 31, 2012, revenue from these accounts represented 78% and 76%, respectively, of our retail revenue with cloud-based communications services generating 18% and 16%, respectively, of retail revenue. From the first quarter of 2009 to the first quarter of 2013, cloud-based communications products and services have grown at approximately a 27% compound annual growth rate ( CAGR ). For the three months ended March 31, 2013 and the year ended December 31, 2012, we generated total revenues of $80.8 million and $340.9 million, respectively, and Adjusted EBITDA of $11.7 million and $60.2 million, respectively. For more information, see the section entitled Management s Discussion and Analysis of Financial Condition and Results of Operations Adjusted EBITDA Presentation. Our product portfolio provides bundled packages that include cloud computing and cloud-based voice services and network connectivity with a focus on addressing the productivity, flexibility, security and business continuity needs of end users operating within complex infrastructures. In addition, our growth initiatives focus Table of Contents TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 PROSPECTUS SUMMARY 3

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+PROSPECTUS SUMMARY
+
+You should read the
+following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus.
+This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
+from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk
+Factors" and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to "we,"
+"our," "us," the "Company," or the "Registrant" refer to Sanwire Corporation, a
+Nevada corporation. 
+
+Our Business
+
+Corporate Information
+
+Sanwire was incorporated
+in the State of Nevada on February 10, 1997. The Company was formerly named Clear Water Mining, Inc. (February 10 1997 through
+March 11, 1999), E-Casino Gaming Corporation (March 2, 1999 through June 21, 1999), E-Vegas.com Inc. (June 22, 1999 through July
+20, 2000), 1st Genx.com Inc. (July 21, 2000 through October 18, 2001), Oasis Information Systems, Inc. (October 19, 2001 through
+January 27, 2005), 777 Sports Entertainment, Corp. (January 28, 2005 through September 26, 2008) and NT Mining Corporation (September
+28, 2008 through March 8, 2013). The Company operates from its offices at 9710 E. 55th Pl., Tulsa, OK 74146. Our telephone
+number is (800) 243-1254.
+
+Sanwire aims to be a
+global provider of wireless communication services and data solutions; delivering efficient and reliable communications to our
+customers. Sanwire s goal is to operate a number of vertically integrated portfolio of wireless subsidiaries that are synergistic,
+diverse, and operate independently with their own revenue stream and customer base. We strive, however, to have our subsidiaries
+to cross sell to each other with respect to products and services, and share customer base. Sanwire plans to grow organically
+and through complementary acquisitions in the wireless sectors. Currently, Sanwire owns and operates two vertically integrated
+wholly-owned subsidiaries:
+
+ 
+ 
+ iPTerra Technologies, Inc., a Nevada corporation, designs and develops wireless and/or wireline communication solutions for hazardous environments including underground mines. iPTerra s flagship product, the iPMine system, is a real-time 2-way wireless/fiber mine-safety system for the global mining industry. iPMine tracks, monitors, and communicates with miners and equipment underground and above ground. Our strategy is to acquire customers in the U.S. underground coal mining industry and evaluate opportunities in other international mine-safety markets.
+
+ 
+
+ 
+ 
+ Aeronetworks LLC, an Oklahoma limited liability company, provides advanced telecommunications and broadband services to rural communities and Native American tribes with focus on public safety, education and healthcare sectors. Aero delivers 4G/LTE, TV White Space, and advanced wireless technologies.
+
+ 
+
+The Company changed its
+business focus during 2007 and in 2008 and completed the changeover to mining exploration and development, which was the concept
+utilized when the Company was incorporated. In order to complete the transformation, the Company completed a reverse stock split
+during 2008, settled the majority of its liabilities through a share exchange for debt and acquired a privately held Canadian mining
+corporation with a single mining asset, former Gold Producer "The Bullmoose Mine", located in the Northwest Territory
+of Canada. In 2009 and 2010, the company completed a limited program on the mining properties in Canada, sufficient to maintain
+the lease and mineral claims in good standing.
+
+In 2011, the Company
+settled litigation it had initiated to assert its interest in the Bullmoose Mine ("Bullmoose"). Under the settlement,
+the Company s acquisition of Bullmoose will be rescinded. More particularly, the 120,000 shares issued by the company as
+consideration for the acquisition will be cancelled and $75,000 of the $85,000 paid as part consideration for the acquisition,
+will be returned to the Company. The closing date was set for June 30, 2012. Until that date and afterwards, if the settlement
+does not close, the Company continues to retain title to Bullmoose.
+
+ 8
+
+ 
+
+On January 2, 2013, the
+Company signed an exclusive licensing and distribution agreement (the "Licensing Agreement") to sell and market the
+iPMine communication and mine-safety system for underground mines for the European continent. The terms of the agreement includes
+exclusivity for the European market for a 5-year term renewable with an additional 5-year term and first right of refusal option
+to acquire 100% of the iPMine intellectual property. The Company issued 300,000 common shares of the Company at a fair value of
+$300 to the licensor.
+
+On January 14, 2013,
+the Company signed a purchase agreement to acquire 100% ownership in newly created iPTerra Technologies, Inc. for cash consideration
+of $5,500, which shall be paid to a seller within a 12-month period from a closing date. The iPMine system will operate under iPTerra
+Technologies, Inc.
+
+On March 22, 2013, the
+Company exercised its option under the recently executed Licensing Agreement to acquire 100% ownership of the iPMine communication
+and mine-safety system. The iPMine system will operate under the Company s wholly owned subsidiary, iPTerra Technologies,
+Inc. The Company acquired 100% of the iPMine intellectual property for a total consideration of $10,000,000 comprised of 20,000,000
+common shares with a fair value of $0.001 per share for total of $20,000 and the assumption of $9,980,000 in debt (the "Debt")
+in favor to two companies controlled by Naiel Kanno (the "Debt Holders"). On May 10, 2013, the Company and the Debt
+Holders entered into an agreement to convert the Debt into a non-interest bearing convertible promissory note repayable in eighteen
+months with the conversion price of $1.00 per common share at the option of the Debt Holders.
+
+On May 29, 2013, the
+Company completed the acquisition of Aeronetworks LLC ("Aero"), a company based in Tulsa, Oklahoma. In consideration
+for the acquisition, the Company (i) issued Two Million and Four Hundred Thousand (2,400,000) shares of its common stock, (ii)
+issued Three Million (3,000,000) warrants to purchase its common stock in three blocks consisting of One Million (1,000,000) warrants
+each, expiring in 2014, 2015, and 2017 at an exercise price of $0.50, $0.75, and $1.00 respectively, (iii) granted future earn-out
+performance bonus shares based on revenue growth, and (iv) granted a three-year extension to the management
+
+agreement for Aero s
+management team. Aero provides advanced telecommunications and broadband services to rural communities and Native American tribes
+with a focus on public safety, education and healthcare sectors.
+
+On October 20, 2013,
+Aero entered into a letter of intent with Fort Peck Tribes of Montana ("Fort Peck") to provide a full suite of broadband
+infra-structure and communications services to tribal residents located in the Fort Peck reservation, and surrounding businesses.
+Aero will enter into exclusive telecommunications development and supporting contracts and will be retained as a paid operational
+consultant for a five year term with an automatic three-year extension.
+
+Recent Developments
+
+Senior Convertible
+Note Financing with Hanover Holdings I, LLC
+
+Note Purchase Agreement
+and Convertible Note
+
+On July 31, 2013, we entered into a note purchase
+agreement with Hanover, which we refer to as the Note Purchase Agreement. The Note Purchase Agreement provides that,
+upon the terms and subject to the conditions set forth in the Note Purchase Agreement, Hanover will purchase from us the Convertible
+Note with an initial principal amount of $405,000 for a purchase price of $300,000, representing an approximately 25.93% original
+issue discount. We issued the Convertible Note to Hanover on July 31, 2013.
+
+As of the date of filing of this Amendment
+No. 1 to the Registration Statement on Form S-1/A, the principle amount due under the Convertible Note has not been extinguished
+will bear interest at 8% per annum. The total principle amount plus interest due under the Convertible Note as of January 27, 2014
+will equal $421,066.85. The Company does not believe it will have the financial ability to repay the amounts due under the Convertible
+Note as of January 27, 2014 without the use of funds received under the equity line agreement. The Company will, however, entertain
+the note conversion at the holder s option, into shares of common stock of the Company at a minimum share price of $0.2325
+per share.
+
+$75,000 of the outstanding
+principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal
+amount) will be automatically extinguished (without any cash payment by us) if (i) the registration statement of which this prospectus
+is a part is declared effective by the SEC on or prior to the earlier of (A) the 75th calendar day after July 31,
+2013 and (B) the fifth business day after the date we are notified by the Securities and Exchange Commission, or the Commission,
+that the registration statement will not be reviewed or will not be subject to further review, and this prospectus is available
+for use by Hanover for the resale by Hanover of all of the shares of our common stock issued or issuable upon conversion of the
+Convertible Note and (ii) no event of default under the Convertible Note or an event that with the passage of time or giving of
+notice would constitute an event of default under the Convertible Note has occurred on or prior to such date.
+
+ 9
+
+ 
+
+ 
+
+The Convertible Note
+matures on January 27, 2014 and, in addition to the approximately 25.93% original issue discount, accrues interest at the rate
+of 8.0% per year. The Convertible Note is convertible at any time, in whole or in part, at Hanover s option into shares of
+our common stock at a fixed conversion price of $0.2325 per share, subject to adjustment pursuant to the "full ratchet"
+and standard anti-dilution provisions contained in the Convertible Note. This conversion price represents a discount of 25% from
+the closing price of our common stock of $0.31 on July 24, 2013, which was the lowest closing price of our common stock during
+the five-trading-day period immediately prior to the date we issued the Convertible Note to Hanover. At no time will Hanover be
+entitled to convert any portion of the Convertible Note to the extent that after such conversion, Hanover (together with its affiliates)
+would beneficially own more than 4.99% of our common stock (as calculated pursuant to Section 13(d) of the Securities Exchange
+Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder).
+
+The Convertible Note
+includes customary event of default provisions, and provides for a default interest rate of 18%. Upon the occurrence of an event
+of default, Hanover may require us to pay in cash the "Event of Default Redemption Price" which is defined in the Convertible
+Note to mean the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 125% (or 100% if an insolvency related
+event of default) and (ii) the product of (X) the conversion price in effect at that time multiplied by (Y) the product of (1)
+125% (or 100% if an insolvency related event of default) multiplied by (2) the greatest closing sale price of our common stock
+on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date
+we make the entire payment required to be made under this provision.
+
+We have the right at
+any time to redeem all, but not less than all, of the total outstanding amount then remaining under the Convertible Note in cash
+at a price equal to 120% of the total amount of the Convertible Note then outstanding.
+
+The Note Purchase Agreement
+contains customary representations, warranties and covenants by, among and for the benefit of the parties. We also agreed to pay
+up to $10,000 of reasonable attorneys' fees and expenses incurred by Hanover in connection with the transaction. The Note Purchase
+Agreement also provides for indemnification of Hanover and its affiliates in the event that Hanover incurs losses, liabilities,
+obligations, claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations, warranties
+or covenants under the Note Purchase Agreement.
+
+The issuance of the Convertible
+Note to Hanover under the Note Purchase Agreement was exempt from the registration requirements of the Securities Act pursuant
+to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and
+Rule 506 of Regulation D promulgated under the Securities Act.
+
+Note Registration
+Rights Agreement
+
+In connection with the
+execution of the Note Purchase Agreement, on July 31, 2013, Hanover and we also entered into a registration rights agreement, which
+we refer to as the Note Registration Rights Agreement. Pursuant to the Note Registration Rights Agreement, we agreed to file the
+registration statement of which this prospectus is a part with the Commission to register for resale 1,890,000 shares of our common
+stock into which the Convertible Note may be converted, on or prior to September 3, 2013, and have it declared effective at the
+earlier of (i) the 75th calendar day after July 31, 2013 and (ii) the fifth business day after the date we are
+notified by the Commission that the registration statement will not be reviewed or will not be subject to further review. Prior
+to September 3, 2013, we and Hanover agreed to extend the filing deadline to September 20, 2013.
+
+We have agreed to file
+with the Commission one or more additional registration statements to cover all of the securities required to be registered under
+the Note Registration Rights Agreement that are not covered by this prospectus, in each case, as soon as practicable, but in no
+event later than the applicable filing deadline for such additional registration statements as provided in the Note Registration
+Rights Agreement.
+
+ 10
+
+ 
+
+We also agreed, among
+other things, to indemnify Hanover from certain liabilities and fees and expenses of Hanover incident to our obligations under
+the Note Registration Rights Agreement, including certain liabilities under the Securities Act. Hanover has agreed to indemnify
+and hold harmless us and each of our directors, officers and persons who control us against certain liabilities that may be based
+upon written information furnished by Hanover to us for inclusion in the registration statement of which this prospectus is a part,
+including certain liabilities under the Securities Act.
+
+Equity Enhancement
+Program with Hanover Holdings I, LLC
+
+Common Stock Purchase
+Agreement
+
+On August 28, 2013, which
+we refer to as the Closing Date, we entered into the Purchase Agreement with Hanover. The Purchase Agreement provides
+that, upon the terms and subject to the conditions set forth therein, Hanover is committed to purchase up to
+
+$7,500,000, which we
+refer to as the Total Commitment, worth of our common stock, which we refer to as the Shares, over the 36-month term of the Purchase
+Agreement.
+
+From time to time over
+the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the registration statement
+of which this prospectus is a part is declared effective by the Commission, we may, in our sole discretion, provide Hanover with
+either "regular" draw down notices or, if certain conditions are satisfied, "fixed" draw down notices,
+each referred to as a Draw Down Notice, in each case to purchase a specified dollar amount of Shares, which we refer to as the
+Draw Down Amount, with each draw down subject to the limitations discussed below. The maximum amount of Shares requested to be
+purchased pursuant to any single "regular" Draw Down Notice, each a Regular Draw Down Notice, cannot exceed 300% of
+the average daily trading volume of the Company s common stock for the 20 trading days immediately preceding the date of
+the Regular Draw Down Notice, which we refer to as the Maximum Regular Draw Down Amount. The maximum amount of Shares requested
+to be purchased pursuant to any single "fixed" Draw Down Notice, each a Fixed Draw Down Notice, cannot exceed 200%
+of the average daily trading volume of the Company s common stock for the 20 trading days immediately preceding the date
+of the Fixed Draw Down Notice, which we refer to as the Maximum Fixed Draw Down Amount. Each purchase pursuant to a draw down will
+reduce, on a dollar-for-dollar basis, the Total Commitment under the Purchase Agreement.
+
+We may, in our sole discretion,
+provide Hanover with Regular Draw Down Notices to purchase a specified Draw Down Amount, up to the Maximum Regular Draw Down Amount,
+over a 10 consecutive trading day period commencing on the trading day specified in the applicable Regular Draw Down Notice, which
+we refer to as the Pricing Period. Once presented with a Regular Draw Down Notice, Hanover is required to purchase a pro rata portion
+of the applicable Draw Down Amount on each trading day during the applicable Pricing Period on which the daily volume weighted
+average price for our common stock, or VWAP, equals or exceeds an applicable floor price, or Floor Price, equal to the product
+of (i) 0.70 and (ii) the VWAP over the 10 trading days immediately preceding the date the Regular Draw Down Notice is delivered,
+subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions.
+If the VWAP falls below the applicable Floor Price on any trading day during the applicable Pricing Period, the Purchase Agreement
+provides that Hanover will not purchase the pro rata portion of the applicable Draw Down Amount allocated to that trading day. The
+per share purchase price for the Shares subject to a Regular Draw Down Notice will be equal to 90% of the arithmetic average of
+the three lowest daily VWAPs that equal or exceed the applicable Floor Price during the applicable Pricing Period, except that
+if the VWAP does not equal or exceed the applicable Floor Price for at least three trading days during the applicable Pricing Period,
+then the per share purchase price will be equal to 90% of the arithmetic average of all VWAPs that equal or exceed the applicable
+Floor Price during such Pricing Period. 
+
+We may, in our sole discretion,
+on any trading day on which both of the equity conditions described below are satisfied, provide Hanover with a Fixed Draw Down
+Notice to purchase a specified Draw Down Amount, up to the Maximum Fixed Draw Down Amount, on the applicable settlement date, which
+will occur within one trading day following the date the Fixed Draw Down Notice is delivered. The per share purchase price for
+the Shares subject to a Fixed Draw Down Notice, or the Fixed Purchase Price, will be equal to 75% of the lower of (i) the lowest
+trade price of a share of our common stock on the date the Fixed Draw Down Notice is delivered, which we refer to as the Draw Down
+Exercise Date, and (ii) the arithmetic average of the three lowest daily VWAPs during the 10 consecutive trading days ending on
+the trading day immediately preceding the applicable Draw Down Exercise Date. We may deliver a Fixed Draw Down Notice only if both
+of the following equity conditions have been satisfied as of the applicable Draw Down Exercise Date:
+
+ 11
+
+ 
+
+ 
+ 
+ on each trading day during the period beginning 30 trading days prior to the applicable Draw Down Exercise Date and ending on and including the applicable Draw Down Exercise Date, the lowest trade price of a share of our common stock must be greater than $0.20, subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions, which we refer to as the Fixed Floor Price; and 
+
+ 
+
+ 
+ 
+ on each trading day during the period beginning 30 trading days prior to the applicable Draw Down Exercise Date and ending on and including the applicable Draw Down Exercise Date, the trade price of a share of our common stock must not have declined more than 20% from an intraday high to an intraday low during such trading day.
+
+The Regular Draw Down
+Notice may have a maximum draw down amount equal to 300% of the VWAP in the 20 days prior, while the Fixed Draw Down Notice has
+a maximum of 200% of the VWAP in the 20 days prior, giving the Company the option to make larger put notices. In addition, the
+Regular Draw Down Notice has a cheaper cost of capital, since the shares are discounted to 90%, rather than to 75% which comes
+with the Fixed Draw Down Notice. The Regular Draw Down Notice requires only 24 hours to elapse before the next draw, while the
+Fixed Draw Down Notice requires a full 15 days to elapse.
+
+The Fixed Draw Down Notice
+uses a fixed price, allowing the Company to know the exact proceeds the put will result in. The Regular Draw Down Notice can only
+estimate the amount of the proceeds the Company may receive since the price is calculated after the put is issued. Since the pricing
+period occurs before the Fixed Draw Down Notice is submitted, the Company can expect to receive total proceeds within the first
+trading day after submitting the put notice.
+
+We are prohibited from
+issuing a Draw Down Notice if (i) the amount requested in such Draw Down Notice exceeds the Maximum Regular Draw Down Amount, in
+the case of a Regular Draw Down Notice, or exceeds the Maximum Fixed Draw Down Amount, in the case of a Fixed Draw Down Notice,
+(ii) the sale of Shares pursuant to such Draw Down Notice would cause us to issue or sell or Hanover to acquire or purchase an
+aggregate dollar value of Shares that would exceed the Total Commitment, or (iii) the sale of Shares pursuant to the Draw Down
+Notice would cause us to sell or Hanover to purchase an aggregate number of shares of our common stock which would result in beneficial
+ownership by Hanover of more than 4.99% of our common stock (as calculated pursuant to Section 13(d) of the Exchange Act, and the
+rules and regulations thereunder). With respect to a draw down pursuant to a Regular Draw Down Notice, we cannot make more
+than one draw down (whether pursuant to a Fixed Draw Down Notice or a Regular Draw Down Notice) in any Pricing Period and must
+allow 24 hours to elapse between the completion of the settlement of any one draw down pursuant to a Regular Draw Down Notice and
+the delivery of any Fixed Draw Down Notice or Regular Draw Down Notice for any other draw down. With respect to a draw down pursuant
+to a Fixed Draw Down Notice, we must allow 15 trading days to elapse between the completion of the settlement of any one draw down
+pursuant to a Fixed Draw Down Notice and the delivery of any Fixed Draw Down Notice or Regular Draw Down Notice for any other draw
+down.
+
+The Purchase Agreement
+contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement
+may be terminated at any time by the mutual written consent of the parties. Unless earlier terminated, the Purchase Agreement will
+terminate automatically on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the
+date on which the registration statement of which this prospectus is a part is declared effective by the Commission, (ii) the date
+on which Hanover purchases the Total Commitment worth of common stock under the Purchase Agreement and (iii) the date on which
+our common stock ceases to be listed or quoted on an eligible trading market under the Purchase Agreement. Under certain circumstances
+set forth in the Purchase Agreement, we and Hanover each may terminate the Purchase Agreement on one trading day s prior
+written notice to the other, without fee, penalty or cost.
+
+We have agreed to pay
+to Hanover a commitment fee for entering into the Purchase Agreement equal to $150,000 (or 2.0% of the Total Commitment under
+the Purchase Agreement) in the form of 454,408 shares of our common stock, which we refer to as the Initial Commitment Shares,
+calculated using a per share price of $0.3301, representing the lowest daily volume weighted average price of a share of our common
+stock during the three-trading day period immediately preceding the Closing Date. In addition, as soon as practicable following
+the effective date of the registration statement of which this prospectus is a part, we are required to issue to Hanover additional
+shares of our common stock, which we refer to as the Additional Commitment Shares, equal to the greater of (i) zero and (ii)
+the difference of (a) the quotient of (x) $150,000 divided by (y) the greater of (1) the lowest trade price of a share of our common
+stock during the period beginning two trading days immediately preceding the effective date of the registration statement of which
+this prospectus is a part and ending on such effective date and (2) $0.15, less (ii) 454,408, provided that in no event will we
+issue more than an aggregate of 545,592 shares of our common stock, subject to adjustment for any stock splits, stock combinations,
+stock dividends, recapitalizations and other similar transactions, as Additional Commitment Shares. The Initial Commitment Shares,
+together with 545,592 Additional Commitment Shares, are being registered for resale in the registration statement of which this
+prospectus is a part. We sometimes in this prospectus refer to the Initial Commitment Shares and the Additional Commitment Shares,
+collectively, as the Commitment Shares.
+
+We also agreed to pay
+up to $20,000 of reasonable attorneys' fees and expenses (exclusive of disbursements and out-of-pocket expenses) incurred by Hanover
+in connection with the preparation, negotiation, execution and delivery of the Purchase Agreement and related transaction documentation.
+Further, if we issue a Draw Down Notice and fail to deliver the shares to Hanover on the applicable settlement date, we agreed
+to pay Hanover, in addition to all other remedies available to Hanover under the Purchase Agreement, an amount in cash equal to
+2.0% of the purchase price of such shares for each 30-day period the shares are not delivered, plus accrued interest.
+
+ 
+
+ 12
+
+ 
+
+The Purchase Agreement
+also provides for indemnification of Hanover and its affiliates in the event that Hanover incurs losses, liabilities, obligations,
+claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations and warranties under
+the Purchase Agreement or the other related transaction documents or any action instituted against Hanover or its affiliates due
+to the transactions contemplated by the Purchase Agreement or other transaction documents, subject to certain limitations.
+
+Registration Rights
+Agreement
+
+In connection with the
+execution of the Purchase Agreement, on the Closing Date, we and Hanover also entered into a registration rights agreement
+dated as of the Closing Date, which we refer to as the Registration Rights Agreement. Pursuant to the Registration Rights Agreement,
+we agreed to file the registration statement of which this prospectus is a part with the Commission to register for resale 7,651,000
+shares of our common stock, which includes the 454,408 Initial Commitment Shares and 545,592 Additional Commitment Shares, on or
+prior to September 3, 2013, which we refer to as the Filing Deadline, and have it declared effective at the earlier of (A) the
+75th calendar day after the earlier of (1) the Filing Deadline and (2) the date on which the registration statement
+of which this prospectus is a part is filed with the Commission and (B) the fifth business day after the date the Company is notified
+by the Commission that the registration statement will not be reviewed or will not be subject to further review, which we refer
+to as the Effectiveness Deadline. Prior to September 3, 2013, we and Hanover agreed to extend the Filing Deadline to September
+20, 2013. The effectiveness of the registration statement of which this prospectus is a part is a condition precedent to our ability
+to sell common stock to Hanover under the Purchase Agreement.
+
+We have agreed to file
+with the Commission one or more additional registration statements to cover all of the securities required to be registered under
+the Registration Rights Agreement that are not covered by this prospectus, in each case, as soon as practicable, but in no event
+later than the applicable filing deadline for such additional registration statements as provided in the Registration Rights Agreement.
+
+We also agreed, among
+other things, to indemnify Hanover from certain liabilities and fees and expenses of Hanover incident to our obligations under
+the Registration Rights Agreement, including certain liabilities under the Securities Act. Hanover has agreed to indemnify and
+hold harmless us and each of our directors, officers and persons who control us against certain liabilities that may be based upon
+written information furnished by Hanover to us for inclusion in the registration statement of which this prospectus is a part,
+including certain liabilities under the Securities Act.
+
+Recent Issuances
+
+ 
+
+The table below sets forth shares of our common
+stock that have been recently issued in exchange for certain services or rights.
+
+ 
+
+ Date
+ 
+ Issuance of Shares 
+
+ January 3, 2013
+ 
+ The Company issued 300,000 shares of common stock with a fair value of $300 pursuant to the License Agreement. 
+
+ March 22, 2013
+ 
+ The Company exercised its option under the License Agreement to acquire 100% ownership of the iPMine communication and mine safety system. As consideration, the Company issued 20,000,000 shares of common stock with a fair value of $20,000. 
+
+ March 27, 2013
+ 
+ The Company issued 20,000,000 shares of common stock with a fair value of $20,000 to settle debt of $20,000. The shares were issued to Senso Investments (15,000,00 shares for $15,000 fair value) and, Northwest Management Anstalt (5,000,00 shares for $5,000 fair value).
+
+ May 17, 2013
+ 
+ The Company issued 200,000 shares of common stock with a fair value of $58,000 to J R Vetter Consulting, Inc., a company controlled by J R Roland Vetter, the Chief Financial Officer of the Company as compensation under this consultant agreement
+
+ 
+
+ 13
+
+ 
+
+ 
+
+ May 17, 2013
+ 
+ The Company issued 200,000 shares of common stock with a fair value of $58,000 to Biarritz Productions, of which $7,150 was expensed as consulting fees for the pro-rate portion of services rendered to June 30, 2013. 
+
+ May 17, 2013
+ 
+ The Company issued 275,000 shares of common stock with a fair value of $79,750 to Lloyd Donner, of which $9,832 was expensed as consulting fees for the pro-rate portion of services rendered to June 30, 2013
+
+ May 29, 2013
+ 
+ The Company issued 2,400,000 shares of common stock with a fair value of $600,000 to acquire Aero.
+
+ May 29, 2013
+ 
+ The Company issued 300,000 shares of common stock with a fair value of $75,000 to the management team of Aero, which consists of Richard Bjorklund, James Bradley and Samuel Sibala.
+
+ June 1, 2013
+ 
+ The Company issued 50,000 shares of common stock with a fair value of $12,500 to Les Matthews, a consultant.
+
+ June 3, 2013
+ 
+ The Company issued 50,000 shares of common stock with a fair value of $13,500 to George Naylor and John Sisk, both of whom are members of iPTerra s advisory board. 
+
+ June 12, 2013
+ 
+ The Company issued 500,000 of common stock with a fair value of $170,000 to C Dillow & Co., of which $18,580 was expensed as consulting fees for the pro-rate portion of services rendered to June 30, 2013
+
+ June 12, 2013
+ 
+ The Company issued 250,000 shares of common stock with a fair value of $92,500 to Core Consulting, of which $9,604 was expensed as consulting fees for the pro-rate portion of services rendered to June 30, 2013.
+
+ June 27, 2013
+ 
+ The Company issued 500,000 shares of common stock with a fair value of $170,000 to Rovert Consulting, of which $3,716 was expensed as consulting fees for the pro-rate portion of services rendered to June 30, 2013.
+
+ June 28, 2013
+ 
+ The Company issued 96,000 shares of common stock with a fair value of $45,120 to Gross Capital which was recorded as deferred compensation which will be expensed on the vesting date of July 1, 2013.
+
+ June 1, 2013
+ 
+ The Company issued 250,000 share purchase warrants at an exercise price of $0.50 per share expiring on May 31, 2014 to Les Matthews, a consultant. 
+
+Transfer Agent 
+
+Our transfer agent is
+President Stock Transfer, and is located at 515 West Pender Street, Suite 217, Vancouver, BC, V6B 6H5. The agent s telephone
+number is (604) 876-5526.
+
+The Offering
+
+As of September 2, 2013, there were 46,553,147
+shares of our common stock outstanding, of which 22,953,147 shares were held by non-affiliates. Although the Purchase Agreement
+provides that we may sell up to $7,500,000 of our common stock to Hanover, only 7,651,000 shares of our common stock are being
+offered under this prospectus, which represents (i) 1,890,000 shares of common stock
+
+that may be issued to Hanover upon conversion
+of the Convertible Note, (ii) 454,408 shares of common stock that we agreed to issue to Hanover as Initial Commitment Shares, (iii)
+a maximum of 545,592 shares of common stock that we may be required to issue to Hanover as Additional Commitment Shares and (iv)
+4,761,000 shares of common stock that we may issue to Hanover as Shares pursuant to draw downs under the Purchase Agreement. If
+all of the 7,651,000 shares offered under this prospectus were issued and outstanding as of September 2, 2013, such shares would
+represent approximately 14.1% of the total number of shares of our common stock outstanding and 25.0% of the total number of outstanding
+shares of our common stock held by non-affiliates, in each case as of September 2, 2013.
+
+ 
+
+At an assumed purchase price of $0.30 (equal
+to the closing price of our common stock of $0.30 on September 16, 2013), and assuming the sale by us to Hanover of all of the
+4,761,000 Shares, or approximately 10.2% of our issued and outstanding common stock, being registered hereunder pursuant to draw
+downs under the Purchase Agreement, we would receive only approximately $1,428,300 in gross proceeds. Furthermore, we may receive
+substantially less than $1,428,300 in gross proceeds from the financing due to our share price, discount to market and other factors
+relating to our common stock. If we elect to issue and sell more than the 4,761,000 Shares offered under this prospectus to Hanover,
+which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional
+Shares, which could cause additional substantial dilution to our stockholders. Based on the above assumptions, we would be required
+to register an additional approximately 20,239,000 shares of our common stock to obtain the balance of $6,071,700 of the Total
+Commitment that would be available to us under the Purchase Agreement. We currently have authorized and available for issuance
+750,000,000 shares of our common stock pursuant to our charter. The number of shares of our common stock ultimately offered for
+resale by Hanover is dependent upon a number of factors, including the extent to which Hanover converts the Convertible Note into
+shares of our common stock and the number of Shares we ultimately issue and sell to Hanover under the Purchase Agreement.
+
+ 
+
+ 14
+
+ 
+
+ 
+
+The Total Commitment of $7,500,000 was determined based on numerous
+factors, including our estimated operating expenses for the next three years. While it is difficult to estimate the likelihood
+that we will need the full Total Commitment, we presently believe that we may need the full Total Commitment under the Purchase
+Agreement. 
+
+ 
+
+ 
+
+ Common stock offered by
+ Selling Stockholder
+ 7,651,000
+ shares of common stock, consisting of:
+
+ 
+
+ 1,890,000
+shares of common stock that we may issue to Hanover upon conversion of the Convertible Note;
+
+ 
+
+ 
+454,408 shares of common stock that we issued to Hanover as Initial Commitment Shares; 
+
+ 
+
+ a maximum of 545,592 shares of common stock that we may be required to issue to Hanover
+ as Additional Commitment Shares; and
+
+ 
+
+ 4,761,000 shares of common stock that we may issue to Hanover as Shares pursuant to draw
+downs under the Purchase Agreement.
+
+ 
+ 
+
+ Common stock outstanding before the
+ offering
+ 46,553,147 shares
+ of common stock.
+
+ 
+ 
+
+ Common stock outstanding after the
+ offering
+ 54,204,147 shares
+ of common stock.
+
+ 
+ 
+
+ Use of proceeds
+ We will not receive
+ any proceeds from the sale of shares by the selling stockholder. However, we have received gross proceeds of $300,000 from
+ the sale of the Convertible Note to Hanover and we may receive gross proceeds of up to $7,500,000 from the sale of Shares
+ to Hanover pursuant to the Purchase Agreement. The net proceeds received from the sale of the Convertible Note to Hanover
+ and from the sale of Shares pursuant to the Purchase Agreement will be used for general corporate and working capital purposes
+ and acquisitions or assets, businesses or operations or for other purposes that our Board of Directors, in its good faith
+ deem to be in the best interest of the company and its stockholders.
+
+ 
+ 
+
+ OTCQB Trading Symbol
+ SNWR
+
+ 
+ 
+
+ Risk Factors
+ The
+ common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the
+ loss of their entire investment. See "Risk Factors".
+
+ 
+
+ 
+
+ 
+
+ 15
+
+SUMMARY OF FINANCIAL
+INFORMATION
+
+The following selected
+financial information is derived from the Company s Consolidated Financial Statements appearing elsewhere in this Prospectus
+and should be read in conjunction with the Company s Consolidated Financial Statements, including the notes thereto, appearing
+elsewhere in this Prospectus.
+
+Summary of Statements of Operations
+
+ 
+ Year Ended December 31, 2012
+ 
+ Nine Months Ended September 30, 2013 (unaudited)
+
+ 
+
+ 
+ Total Revenue
+
+ 
+
+ 
+ $0
+
+ 
+
+ 
+ $254,878
+
+ 
+
+ 
+ Net loss
+
+ 
+
+ 
+ $(464,429)
+
+ 
+
+ 
+ $(12,052,715)
+
+ 
+
+ 
+ Net loss per common share (basic and diluted)
+
+ 
+
+ 
+ $(0.46)
+
+ 
+
+ 
+ $(0.38)
+
+ 
+
+ 
+ Weighted average common shares
+
+ 
+
+ 
+ 1,004,540
+
+ 
+
+ 
+ 31,658,122
+
+ 
+
+ 
+
+Statement of Financial Position
+
+ 
+
+ 
+ As At
+
+December 31, 2012
+ 
+ As At
+
+ September 30, 2013 (unaudited)
+
+ 
+
+ 
+ Cash
+
+ 
+
+ 
+ $1,094
+
+ 
+
+ 
+ $2,753
+
+ 
+
+ 
+ Total current assets
+
+ 
+
+ 
+ $1,094
+
+ 
+
+ 
+ $249,694
+
+ 
+
+ 
+ Total assets
+
+ 
+
+ 
+ $1,094
+
+ 
+
+ $1,631,992 
+
+ 
+ Total current liabilities
+
+ 
+
+ 
+ $1,373,129
+
+ 
+
+ 
+ $2,300,281
+
+ 
+
+ 
+ Stockholders deficit
+
+ 
+
+ 
+ $(1,372,035)
+
+ 
+
+ 
+ $(8,958,705)
+
+ 
+
+ 
+ Total liabilities and stockholders deficit
+
+ 
+
+ 
+ $1,094
+
+ 
+
+ 
+ $1,631,992
+
+ 
+
+ 
+
+ 16

parsed_sections/prospectus_summary/2013/CIK0001108967_orbital_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2013/CIK0001132143_legend_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in the prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not you should exercise your subscription rights. This summary highlights selected information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under Risk Factors , and our financial statements and the accompanying notes, before making an investment decision Our Business Legend has been an exploration stage company since August 2006. During February 2011, the Company announced its maiden mineral reserve estimates for its 100% owned Paradise South phosphate project in accordance with SEC Industry Guide 7. As a result of establishing mineral reserve estimates, Legend has entered into the development stage for this project as it engages in the process of preparing the mineral deposit for extraction, while it continues with its other various exploration activities. Legend is primarily focused on the commencement of mining, beneficiation and processing of its 100% owned phosphate mineralization near Mount Isa in northwest Queensland, Australia. Legend has a phased implementation plan to become a leading supplier of phosphate fertilizers. Legend s phosphate assets, which are owned and operated by Legend s wholly-owned subsidiary, Paradise Phosphate Limited, or Paradise, consist of exploration and mining licenses which are grouped into projects called Paradise North, Paradise South, D-Tree and the Golden Cross Joint Venture project. Phosphate rock is the primary source of phosphorus, a mineral which is an essential building block for all life on Earth and it is a vital nutrient for humans, animals and plants. Being essential for life means that we need to consume phosphorus in our food. Approximately 90% of mined phosphate rock is used in the production of phosphate fertilizers which are needed to maintain the high crop yields required for world food production. Legend plans to market a range of phosphate fertilizers. Paradise s initial business objective is the development of the Paradise North project to mine and deliver phosphate Direct Shipping Ore ( DSO ) to potential customers in the Australasian and South Asian regions. DSO refers to ore which needs negligible processing to meet customer requirements, often needing only crushing and screening, before it can be used as feedstock for phosphate fertilizer manufacture or as a direct application fertilizer. The Paradise North Project has an estimate for capital expenditure of approximately A$26.4 million which is anticipated to provide all of the necessary infrastructure required to deliver phosphate DSO to the Port of Townsville. A bulk mining phosphate DSO operation requires minimal mine infrastructure and is based on contract mining. A majority of the capital expenditure is allocated to haul road upgrades and rail access security. Legend intends to use part of the net proceeds of the rights offering to advance the Paradise North Project. While Paradise is focused on near term production from the Paradise North project, its longer term business objective is to pursue additional growth opportunities by undertaking work to progress plans for the development of a phosphate beneficiation plant at the Paradise South project. Paradise aims to attract a strategic partner to finance the development of its phosphate mineralization. This could involve a range of possible transactions including entering into joint venture arrangements, accepting direct investment into the projects or the issue of new shares in Paradise. Concurrently, Paradise will also pursue exploration activity at the D-Tree and Golden Cross Joint Venture projects. The planned beneficiation plant will use phosphate rock from Paradise South as feedstock and is planned to have a capacity to produce up to 2Mt per year of phosphate concentrate. This product may be used as feedstock to manufacture high analysis phosphate fertilizers DAP (Diammonium Phosphate), MAP (Monoammonium Phosphate) and superphosphates. The manufacture and marketing of MAP and DAP fertilizers using feedstock from the Paradise South beneficiation plant is also being examined. A valuable by-product of DAP/MAP manufacture from Paradise South concentrate is Aluminum Fluoride (AlF3), an important input into the aluminum smelting process. Our principal executive office is located at Level 8, 580 St Kilda Road, Melbourne, Victoria 3004 Australia. Our telephone number at that address is 613-8532-2866. Our website is located at www.lgdi.net. Information contained on our web site does not constitute a part of this prospectus. The Rights Offering The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading The Rights Offering in this prospectus for a more detailed description of the terms and conditions of the rights offering. Securities Offered We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to purchase up to 444,047,971 shares of our common stock. You will receive one subscription right for each share of common stock owned at 5:00 p.m., New York City time, on ___________, 2013. Subscription Privilege The subscription privilege of each subscription right will entitle you to purchase one (1) share of our common stock at a subscription price of $0.05 per share. Limitation on the Purchase of Shares Any stockholder may exercise subscription privileges to the extent that any such exercise is the result of rights as described herein and that the total number of shares sold by the Company does not exceed 444,047,971 shares. Standby Purchase Agreement We have entered into a standby purchase agreement with Perfectus under which Perfectus has agreed to purchase 200 million shares of common stock not otherwise purchased by our stockholders in the subscription rights, at the subscription price of $0.05, totalling $10 million ( Standby Purchase Quantity). In addition, Perfectus has been granted an option to purchase the balance of any shares not subscribed for by shareholders under the rights issue and after the purchase of the Standby Purchase Quantity ( Option Quantity ). The consideration for the Option Quantity is $0.05 per share. Mr Joseph Gutnick, our Chairman, President and Chief Executive Officer, holds 50% of the shares and is a director of Perfectus. An independent third party to Legend and Mr Gutnick holds the other 50% of the shares of Perfectus and the second director of Perfectus is independent of Legend and Mr Gutnick. Perfectus has agreed to acquire from us the shares of common stock issuable upon exercise of the unexercised rights, at the same subscription price of $0.05 and other terms and conditions as the rights offering stockholders. Record Date 5:00 p.m., New York City time, on ___________, 2013. Expiration of the Rights Offering 5:00 p.m., New York City time, on ___________, 2013. Subscription Price $0.05 per full share, payable in cash. To be effective, any payment related to the exercise of a right must clear prior to the expiration of the rights offering. Use of Proceeds We intend to use the net proceeds to develop our phosphate assets and for general corporate purposes. See Use of Proceeds . Non-Transferability of Rights The subscription rights may not be sold, transferred or assigned and will not be listed for trading on any stock exchange or market, including the OTCQB marketplace or the OTC Bulletin Board. No Board Recommendation Our board of directors is making no recommendation regarding your exercise of the subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see Risk Factors for a discussion of some of the risks involved in investing in our common stock. No Revocation All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended by our board of directors. However, if we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make a fundamental change to the terms set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $0.05 per full share. U.S. Federal Income Tax Considerations For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise of subscription rights. This position is not binding on the IRS or the courts, however. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For further information, please see Material U.S. Federal Income Tax Consequences. Extension, Cancellation and Amendment We have the option to extend the rights offering and the period for exercising your subscription rights for a period not to exceed 30 days, although we do not presently intend to do so. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend it if we decide to give investors more time to exercise their subscription rights in this rights offering. If we elect to extend the rights offering for a period of more than 30 days, then holders who have subscribed for rights may cancel their subscriptions and receive a refund of all money advanced. Our board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In the event that the rights offering is cancelled, we will issue a press release notifying stockholders of the cancellation and all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable. Our board of directors also reserves the right to amend or modify the terms of the rights offering. If we should make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC. In addition, upon such event, we may extend the expiration date of this rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to this rights offering and the new expiration date. The terms of the rights offering cannot be modified or amended after the expiration date of the rights offering. Although we do not presently intend to do so, we may choose to amend or modify the terms of the rights offering for any reason, including, without limitation, in order to increase participation in the rights offering. Such amendments or modifications may include a change in the subscription price although no such change is presently contemplated. Procedures for Exercising Rights To exercise your subscription rights, you must complete the rights certificate and deliver it to the subscription agent, Continental Stock Transfer & Trust Company, together with full payment for all the subscription rights you elect to exercise under the subscription privilege. You may deliver the documents and payments by mail or commercial carrier. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested. Subscription Agent and Information Agent Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York NY 10004 USA Shares Outstanding Before the Rights Offering 444,047,971 shares of our common stock were outstanding as of August, 2013. Shares Outstanding After Completion of the Rights Offering We expect to issue a minimum of 200,000,000 shares and a maximum of 444,047,971 shares of our common stock in this rights offering. Assuming no options are exercised prior to the expiration of the rights offering, we anticipate that we will have a minimum of 644,047,971 shares and a maximum of 888,095,942 shares of our common stock outstanding immediately after completion of the rights offering. Fees and Expenses We will pay the fees and expenses related to the rights offering. OTCQB Marketplace Trading Symbol Shares of our common stock are traded on the OTCQB marketplace under the symbol LGDI. Questions If you have any questions about the rights offering, including questions about subscription procedures and requests for additional copies of this prospectus or other documents, please contact Continental Stock Transfer & Trust Company.

parsed_sections/prospectus_summary/2013/CIK0001143921_vantagesou_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, as well as the information to which we refer you and the information incorporated by reference herein, before deciding whether to invest in the Preferred Stock. You should pay special attention to the Risk Factors section of this prospectus and the documents incorporated by reference herein and therein to determine whether an investment in the Preferred Stock is appropriate for you. The Company VantageSouth Bancshares, Inc. (hereinafter referred to as the Company or VSB ), is a bank holding company incorporated under the laws of Delaware in 2011. On July 22, 2013, after receiving stockholder approval, we changed the Company s name from Crescent Financial Bancshares, Inc. to VantageSouth Bancshares, Inc., and transferred the listing of our common stock from the NASDAQ Stock Market, LLC to the NYSE MKT. The Company conducts its business operations primarily through its commercial bank subsidiary, VantageSouth Bank (formerly known as Crescent State Bank). Our principal executive office is located at 3600 Glenwood Avenue, Suite 300, Raleigh, North Carolina 27612 and our telephone number is (919) 659-9000. VSB is a subsidiary of Piedmont Community Bank Holdings, Inc. ( Piedmont ), a registered bank holding company. At June 30, 2013, we had assets of $2 billion, deposits of $1.65 billion and stockholders equity of $230 million. VantageSouth Bank (the Bank ) was incorporated in 1998 as a North Carolina-chartered commercial bank. The Bank serves central North Carolina to the coast with 46 full-service branch offices located in Apex, Avon, Burlington (2), Cary (2), China Grove, Clayton, Columbia, Creswell, Currituck, Engelhard, Fairfield, Fayetteville, Garner, Greenville (3), Hatteras, Hertford, Holly Springs, Jacksonville, Knightdale, Leland, Manteo, Morehead City, Nags Head, New Bern, Ocean Isle Beach, Ocracoke, Pinehurst, Raleigh (3), Salisbury, Sanford, Southern Pines, Southern Shores, Swan Quarter, Washington, Williamston, Wilmington (4), and Winterville, North Carolina. The Bank is a community bank focused on being the bank of choice for businesses, business owners, and professionals in its markets. The Bank aims to accomplish this by creating mutually beneficial and robust relationships with its customers and positively impacting its communities. In addition to offering standard banking products and services, the Bank seeks to build relationships with its customers by understanding their personal and business challenges and goals, and providing tangible solutions. The Bank offers a broad range of banking services, including checking and savings accounts, individual retirement accounts, certificates of deposit, money market accounts, commercial, consumer and personal loans, mortgage banking services, U.S. Small Business Administration ( SBA ) loans, builder finance, agricultural finance and other associated financial services. These banking services are offered through the Bank s branch network and certain services are offered through its online banking and mobile banking platforms. As a bank holding company, we are subject to the supervision of the Board of Governors of the Federal Reserve System (the Federal Reserve Board ). We are required to file with the Federal Reserve reports and other information regarding our business operations and the business operations of our subsidiaries. As a North Carolina-chartered bank, the Bank is subject to primary supervision, periodic examination and regulation by the Office of the North Carolina Commissioner of Banks (the NCCOB ), and by the FDIC as its primary federal regulator. 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 OCTOBER 2, 2013 PRELIMINARY PROSPECTUS 2,000,000 Shares of Fixed/Floating Rate Perpetual Non-Cumulative Preferred Stock $[ ] Per Share We are offering 2,000,000 shares of our fixed/floating rate perpetual non-cumulative preferred stock, with a liquidation preference of $25 per share (the Preferred Stock ). The underwriters have an option to purchase 300,000 additional shares of Preferred Stock in this offering. We intend to pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee thereof. From the date of issuance to, but excluding, [ ], we intend to pay dividends, when, as, and if declared by our board of directors or such committee at a rate of [ ]% per annum, payable on a non-cumulative basis quarterly, in arrears, on [ ], [ ], [ ] and [ ] of each year beginning on [ ] and ending on [ ]. From and including [ ], we intend to pay dividends, when, as, and if declared by our board of directors or such committee at a floating rate equal to three-month LIBOR plus a spread of [ ]% per annum, payable quarterly, in arrears, on [ ], [ ], [ ] and [ ] of each year, beginning on [ ]. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. We may redeem shares of the Preferred Stock (i) on any dividend payment date on or after [ ], in whole or in part, from time to time or (ii) prior to [ ], in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as described herein, in each case at a redemption price equal to $25 per share, plus any declared and unpaid dividends on the shares of Preferred Stock called for redemption. The Preferred Stock will not have any voting rights, except as described under Description of the Preferred Stock Voting Rights below. Application has been made to list the Preferred Stock on the NYSE MKT, LLC (the NYSE MKT ) under the symbol VSB PR. If the application is approved, trading of the Preferred Stock is expected to commence within a 30-day period after the original issuance date of the Preferred Stock. Our common stock is listed on the NYSE MKT under the symbol VSB. The shares of Preferred Stock will be capital stock of VantageSouth Bancshares, Inc. and will not be equivalent to savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and will not be insured or guaranteed by the FDIC or any other governmental agency or instrumentality. Investing in the Preferred Stock involves risks. See Risk Factors beginning on page 18 to read about factors you should consider before buying the Preferred Stock. Neither the Securities and Exchange Commission ( SEC ) nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price (1) $ [ ] $ [ ] Underwriting discounts and commissions $ [ ] $ [ ] Proceeds to us, before expenses (2) $ [ ] $ [ ] (1) The public offering price does not include dividends, if any, that may be declared. Dividends, if declared, will be calculated from the date of original issuance, which is expected to be [ ], 2013. (2) Estimated expenses for the offering are approximately $[ ]. The underwriters expect to deliver the Preferred Stock in book-entry form only through the facilities of The Depository Trust Company ( DTC ) against payment in New York, New York on or about [ ], 2013. Prospectus dated [ ], 2013. Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to VSB, we, us, our, the Company, or similar references, mean VantageSouth Bancshares, Inc. and its subsidiaries on a consolidated basis. References to VantageSouth Bank or the Bank mean our wholly-owned banking subsidiary. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Information set forth in this prospectus and the information it incorporates by reference may contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act ), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ), which statements represent our judgment concerning the future and are subject to business, economic and other risks and uncertainties, both known and unknown, that could cause our actual operating results and financial position to differ materially from the forward-looking statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, estimate, believe, or continue, or the negative thereof or other variations thereof or comparable terminology. We caution that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation: deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; the failure of assumptions underlying the establishment of reserves for possible loan losses; changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking; changes in political and economic conditions, including continuing political and economic effects of the global economic downturn and other major developments, including the ongoing war on terrorism, continued tensions in the Middle East, and the economic challenges facing the European Union and other developed countries; changes in financial market conditions, either internationally, nationally or locally in areas in which we conduct our operations, including, without limitation, reduced rates of business formation and growth, commercial and residential real estate development, and real estate prices; our ability to comply with any requirements imposed on VSB or the Bank by our respective regulators, and the potential negative consequences that may result; the impact of heightened regulatory scrutiny of financial products aimed at consumers, led by the Consumer Financial Protection Bureau ( CFPB ); Table of Contents Additional information about us is included in our filings with the SEC, which are incorporated by reference into this prospectus. See Where You Can Find More Information and Incorporation of Certain Documents By Reference in this prospectus. Our History Piedmont Established Piedmont was established in 2009 for the purpose of building a community banking franchise in the North Carolina, South Carolina, and Virginia markets. Piedmont was co-founded by J. Adam Abram and Steven J. Lerner. Piedmont received approval to become a bank holding company on January 20, 2010 through its acquisition of VantageSouth Bank ( Legacy VantageSouth ). Piedmont Acquisition of Legacy VantageSouth Legacy VantageSouth was organized and incorporated under the laws of the State of North Carolina and commenced operations in 2006. Piedmont recapitalized Legacy VantageSouth on February 19, 2010. Prior to its merger with Crescent State Bank on November 30, 2012, Legacy VantageSouth was headquartered in Burlington, North Carolina. Legacy VantageSouth initially sold 1,768,794 shares of its newly issued Series A Convertible Perpetual Preferred Stock (the Series A Stock ) to Piedmont for an aggregate price of $7.7 million, or $4.35 per share. The Series A Stock was convertible at any time on a one-for-one basis into shares of Legacy VantageSouth s common stock, which totaled approximately 62 percent of its outstanding common stock at the date of Piedmont s investment (as adjusted for the assumed conversion of the Series A Stock). The investment in Legacy VantageSouth gave Piedmont voting control over a majority of Legacy VantageSouth s outstanding common stock and the ability to control the election of Legacy VantageSouth s board of directors. Piedmont Acquisition of Community Bank of Rowan and Merger of Community Bank of Rowan into Legacy VantageSouth On April 19, 2011, Piedmont acquired Community Bank of Rowan, a North Carolina-chartered bank ( Rowan ). Piedmont purchased all 813,083 shares of Rowan s common stock for an aggregate purchase price of $9.5 million. Immediately following the acquisition, Piedmont purchased an additional 569,158 shares of newly issued Rowan common stock for an aggregate price of $7.0 million. Since Piedmont owned 100 percent of Rowan following its acquisition, purchase accounting fair value adjustments were pushed down to Rowan s financial statements at that date. In addition, Legacy VantageSouth and Rowan became commonly controlled by Piedmont beginning on the date of Piedmont s acquisition of Rowan. On February 1, 2012, a transaction was completed whereby Piedmont purchased the remaining non-controlling interests in Legacy VantageSouth and simultaneously merged Rowan into Legacy VantageSouth. Piedmont purchased all remaining shares of Legacy VantageSouth common stock from non-controlling stockholders for an aggregate purchase price of $4.8 million, or $4.35 per share. Following this transaction, Piedmont wholly owned the combined Legacy VantageSouth (except for certain shares, known as directors qualifying shares, required to be owned by members of the board of directors of Legacy VantageSouth pursuant to North Carolina banking laws then in effect). Because Piedmont purchased the remaining non-controlling common stock of Legacy VantageSouth with this transaction, push-down accounting was applied to Legacy VantageSouth so that the basis reported in Legacy VantageSouth s financial statements from that date forward reflected Piedmont s basis in Legacy VantageSouth. The merger of Rowan into Legacy VantageSouth was a merger of commonly controlled companies and was accounted for in a manner similar to a pooling of interests transaction. Table of Contents Table of Contents fluctuations in markets for equity, fixed-income, commercial paper and other securities, which could affect availability, market liquidity levels, and pricing; governmental monetary and fiscal policies, including the effects of the Federal Reserve s Quantitative Easing program, as well as other legislative and regulatory changes; effective on January 1, 2015 and subject to certain transition periods, changes in minimum capital requirements, adjustments to prompt corrective action thresholds, increased quality of regulatory capital, revised risk-weighting of certain assets, and implementation of a capital conservation buffer, included in the final rule promulgated by the Federal Reserve on July 2, 2013, to implement the so-called Basel III accords; the risks of changes in interest rates or an extended period of record-low interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone and the internet; the effect of any mergers, acquisitions or other transactions, to which we or our subsidiary bank may from time to time be a party, including, without limitation, our ability to successfully integrate any businesses that we acquire; and the risk factors described under the heading Risk Factors in this prospectus and in the documents incorporated herein by reference. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should read carefully this prospectus, together with the information incorporated herein by reference as described under the heading Where You Can Find More Information, completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify all of our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Table of Contents Piedmont Acquisition of Crescent Financial Bancshares, Inc. Crescent Financial Corporation was a North Carolina business corporation and the bank holding company for Crescent State Bank, a North Carolina chartered bank incorporated in 1998 and headquartered in Cary, North Carolina. Crescent State Bank operated fifteen full-service branches in central North Carolina and Wilmington, North Carolina. On February 23, 2011, Crescent Financial Corporation and Crescent State Bank entered into an investment agreement with Piedmont, pursuant to which Piedmont agreed to purchase 18,750,000 newly issued shares of common stock of Crescent Financial Corporation for $75.0 million in cash, or $4.00 per share. Piedmont also agreed to commence a tender offer to purchase up to 6,442,105 shares of Crescent Financial Corporation s then-outstanding common stock at a price of $4.75 per share (the Tender Offer ). On November 15, 2011, Crescent Financial Corporation reincorporated as a Delaware corporation through a merger of Crescent Financial Corporation with and into Crescent Financial Bancshares, Inc. ( Crescent Financial ), a newly formed Delaware corporation and wholly owned subsidiary of Crescent Financial Corporation. Crescent Financial was the surviving entity after the reincorporation merger. On November 18, 2011, Crescent Financial completed the issuance and sale to Piedmont of 18,750,000 shares of its common stock. Piedmont also purchased 6,128,423 shares of Crescent Financial common stock on December 22, 2011, pursuant to the Tender Offer. As a result of Piedmont s investment and the Tender Offer, Piedmont acquired approximately 88% of the outstanding common stock of Crescent Financial. Crescent Financial s financial condition and results of operations were significantly impacted by Piedmont s investment. Because of the level of Piedmont s ownership and control following the controlling investment, push-down accounting was applied. Accordingly, Crescent Financial s assets, liabilities and non-controlling interests were adjusted to estimated fair value at the acquisition date, and the allowance for loan losses was eliminated. Merger of Legacy VantageSouth into Crescent Financial and Change in Reporting Entity On November 30, 2012, Crescent Financial completed the merger of Legacy VantageSouth into Crescent State Bank in a share exchange. All outstanding Legacy VantageSouth shares of common stock were converted into Crescent Financial s shares at a 5.3278 exchange ratio for a total transaction value of $35.0 million. At the time of merger, Piedmont owned all outstanding shares of Legacy VantageSouth except for directors qualifying shares. Piedmont owned approximately 90 percent of the Company s outstanding common stock following the merger. The Company re-branded its wholly-owned banking subsidiary as VantageSouth Bank immediately following the merger. The merger of Legacy VantageSouth into Crescent State Bank was a merger of commonly controlled companies and was accounted for in a manner similar to a pooling of interests transaction. Thus, the Company s financial statements have been retrospectively adjusted to combine the financial statement balances of Crescent Financial and Legacy VantageSouth beginning on November 18, 2011, the date the two companies became commonly controlled by Piedmont. In addition, periods prior to the date of common control in this document reflect only Legacy VantageSouth s historical balances since it was the first company acquired by Piedmont, which resulted in a change in reporting entity. Merger with ECB Bancorp, Inc. On April 1, 2013, the Company completed the merger of ECB Bancorp, Inc. ( ECB ), a bank holding company headquartered in Engelhard, North Carolina, with and into the Company, and the merger of ECB s subsidiary bank, The East Carolina Bank, with and into the Bank. Under the terms of the merger agreement, shareholders of ECB received 3.55 shares of the Company s common stock for each share of ECB common stock. The aggregate merger consideration consisted of 10,312,186 shares of the Company s Table of Contents common stock. Based upon the market price of the Company s common stock at merger, the transaction value was $40.6 million. Following the ECB merger, Piedmont owned approximately 70% of the Company s outstanding common stock. The East Carolina Bank had twenty-five branch offices in eastern North Carolina stretching from the Virginia to South Carolina state lines east of Interstate 95. The East Carolina Bank offered a full range of financial services, including community banking, mortgage and agricultural banking. Our Markets Management views the Company s target market area for both organic and acquisition growth as the Interstate 85 growth corridor, which has been identified by demographers as a key U.S. mega region for the next 40 years. This corridor includes areas in North Carolina, South Carolina and Virginia. North Carolina has been the number one state in the U.S. for corporate relocations in eight out of the last nine years according to Site Selection magazine. North Carolina s population of 9.8 million is projected by the U.S. Census Bureau to grow by 3.0 million people, or 31%, by 2030. North Carolina is currently the tenth largest state in the U.S. and is projected to be the seventh largest state by 2030. The Company s franchise is concentrated in North Carolina s top metropolitan statistical areas ( MSAs ). Half of our deposit base is located in North Carolina s top ten MSAs with projected growth well in excess of national averages for the next five years. The Raleigh-Cary, North Carolina MSA, which is the heart of the Company s footprint and includes 28.2% of our deposits, is the fifth fastest growing MSA in the U.S. with projected population growth of 12.9% from 2012 to 2017. Raleigh is the state capital and is geographically positioned in the center of the state. Intersected by I-40 and adjacent to I-85 and I-95, Raleigh s strategic location has contributed greatly to its growth and commercial appeal. Raleigh is located in the Triangle area of North Carolina (the Triangle ), which also includes Durham, Chapel Hill, and the Research Triangle Park. The Triangle is a well-diversified market with a mixture of businesses, universities, large medical institutions and state/local government offices providing for a stable local economy. The University of North Carolina, Duke University and North Carolina State University are all located in the Triangle and the Research Triangle Park is home to more than 170 global companies, including IBM, GlaxoSmithKline, Syngenta, RTI International, Credit Suisse, and Cisco, that foster a culture of scientific advancement and competitive excellence. In March 2013, Forbes magazine reported that the population for the Raleigh MSA has expanded 47.8% since 2000, tops among the nation s 52 metropolitan areas that have a population of more than 1 million. This growth is primarily driven by the education, technology, healthcare and state government sectors. In February 2013, The National Federation of Independent Businesses placed Raleigh second on its list of best cities in which to start a business. The Company s other top-growth MSAs in North Carolina are Wilmington, Greenville, Burlington, and Southern Pines-Pinehurst, which represent 26.5% of its deposit franchise and have a weighted average projected population growth of 7.9% for the next five years. The Company continues to expand into other high-growth MSAs. The Company recently expanded into the Fayetteville, NC and Jacksonville, NC MSAs with weighted average population projected growth of 9.4% for the next five years. Fayetteville and Jacksonville are home to Fort Bragg and Camp Lejeune, respectively. Fort Bragg is the largest global Army installation with 10% of the Army s active forces and Camp Lejeune is the largest Marine Corps base on the East Coast. Table of Contents Our Experienced Executive Management Team and Highly Qualified Board of Directors Our executive management team consists of five seasoned banking professionals who have over 125 years of combined experience with an average of over 25 years experience each in the financial services industry. Scott M. Custer has served as a director and Chief Executive Officer of Piedmont since 2010 and a director and Chief Executive Officer of VSB and the Bank since November 2011. Before joining Piedmont, he served as Chairman and Chief Executive Officer of RBC Bank (USA), a position he held since 2004. We believe that our executive officers experience and local market knowledge are valuable assets in turbulent economic times, and will enable them to guide the Company successfully in the future. In addition to our seasoned executive management team, our board of directors consists of highly qualified and respected members of the communities that we serve, and many of them own businesses in their local communities. Our executive management team and members of our board of directors own a significant amount of our stock, as described below: Name Title Years Experience Prior Experience VSB Ownership % (1) Employer Position Adam Abram Chairman of the Board 30 Franklin Holdings Chairman 5.0 % James River Group Chief Executive Officer Scott Custer Chief Executive Officer 31 RBC Bank Chief Executive Officer 1.8 % RBC Centura President Lee Roberts Chief Operating Officer 19 Morgan Stanley Executive Director 0.7 % Chief Risk Officer Business Unit COO Steve Jones Bank President 19 RBC Bank President Carolinas 0.6 % Terry Earley Chief Financial Officer 30 RBC Bank Chief Financial Officer 0.5 % Chief Operating Officer Board & Executives 50.0 % (1) This includes both beneficial ownership of VSB common stock and Piedmont common stock based upon beneficial ownership concepts described in the rules issued under the Exchange Act. VSB ownership including fully diluted Piedmont ownership is calculated by multiplying each beneficial owner s fully diluted ownership percentage of Piedmont by the 32,242,726 shares of VSB stock which Piedmont owns. Table of Contents Recent Developments Highlights of Second Quarter of 2013 Net income was $3.7 million in the second quarter of 2013 compared to a net loss of $806,000 in the first quarter of 2013 and net income of $338,000 in the second quarter of 2012. Operating earnings, which excludes securities gains, a one-time acquisition gain, and merger and conversion costs, were $2.8 million in the second quarter of 2013 compared to a loss of $422,000 in the first quarter of 2013 and earnings of $360,000 in the second quarter of 2012. The Company completed the merger and system conversion of ECB in the second quarter of 2013. The ECB merger generated a one-time gain of $8.2 million in the second quarter of 2013, while merger and system conversion costs totaled $12.0 million in the second quarter of 2013 compared to $1.6 million in the first quarter of 2013 and $6,000 in the second quarter of 2012. Annualized net loan growth was approximately 24 percent in the second quarter of 2013, excluding acquired ECB loans, which was driven by loan originations of $154.2 million. Net interest margin expanded to 4.67 percent in the second quarter of 2013 from 4.24 percent in the first quarter of 2013 and 4.33 percent in the second quarter of 2012. Operating non-interest income, which excludes a one-time acquisition gain, increased to $4.9 million in the second quarter of 2013 as the Company continued to expand its government guaranteed lending and mortgage businesses and acquired a merchant banking platform and expanded its deposit-related fee income base through the ECB merger. Asset quality continued to improve as nonperforming assets decreased to 1.33 percent of total assets as of June 30, 2013 from 1.48 percent of total assets as of March 31, 2013 and 1.71 percent of total assets as of December 31, 2012. Operating efficiency, which represents operating expenses to total operating revenues, improved to 75.9 percent in the second quarter of 2013 from 82.5 percent in the first quarter of 2013 and 82.8 percent in the second quarter of 2012. Reconciliation of Non-GAAP Financial Measures Statements included in Highlights of Second Quarter of 2013 above include non-GAAP financial measures and should be read along with the table below which provides a reconciliation of non-GAAP financial measures to GAAP financial measures. Our management uses non-GAAP financial measures, including: (i) net operating earnings (loss), (ii) operating non-interest income, and (iii) operating efficiency ratio, in its analysis of the Company s performance. Net operating earnings (loss) excludes the following from net income (loss): securities gains, a one-time acquisition gain, merger and conversion costs, and the income tax effect of adjustments. Operating non-interest income excludes a one-time acquisition gain from non-interest income. The operating efficiency ratio excludes a one-time acquisition gain and merger and conversion costs from the efficiency ratio. Table of Contents Our management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and you should consider the Company s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company s results or financial condition as reported under GAAP. Three Months Ended (Dollars in thousands) June 30, 2013 March 31, 2013 June 30, 2012 Reconciliation of GAAP to Non-GAAP OPERATING EARNINGS Net income (loss) (GAAP) $ 3,700 $ (806 ) $ 338 Securities (gains) losses (123 ) (1,092 ) 27 Gain on acquisition (8,241 ) Merger and conversion costs 11,961 1,601 6 Income tax effect of adjustments (4,484 ) (125 ) (11 ) Net operating earnings (loss) (Non-GAAP) $ 2,813 $ (422 ) $ 360 OPERATING NON-INTEREST INCOME Non-interest income (GAAP) $ 13,096 $ 3,462 $ 2,390 Gain on acquisition (8,241 ) Operating non-interest income (Non-GAAP) $ 4,855 $ 3,462 $ 2,390 OPERATING EFFICIENCY RATIO Efficiency ratio (GAAP) 92.89 % 94.49 % 82.89 % Effect to adjust for gain on acquisition 30.28 % % % Effect to adjust for merger and conversion costs (47.31 )% (11.94 )% (0.04 )% Operating efficiency ratio (Non-GAAP) 75.86 % 82.55 % 82.85 % Offering of Subordinated Notes On August 12, 2013 and August 14, 2013, we entered into Subordinated Note Purchase Agreements with twelve accredited investors pursuant to which we issued an aggregate of $38,050,000 of subordinated notes (the Notes ) to the accredited investors. The Notes have a term of ten years and a maturity date of August 12, 2023. The Notes bear interest, payable on the 1st of January and July of each year, commencing January 1, 2014, at a fixed interest rate of 7.625% per year. We chose to conduct this offering of the Preferred Stock rather than raise additional capital through the offering of additional Notes because we expect the Preferred Stock to qualify as tier 1 capital to the Company, while the Notes would not qualify as tier 1 capital. The Notes are not convertible into common stock or preferred stock, and the Notes are not callable by the Company or subject to prepayment at the option of the holders. If certain events of default occur, including bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. The Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to our senior indebtedness and to our obligations to our general creditors. The Notes rank senior to the Preferred Stock. Table of Contents The Notes are intended to qualify as tier 2 capital for regulatory purposes. We have contributed $32 million of the net proceeds from the sale of the Notes to the Bank. The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. Accordingly, the Notes were offered and sold exclusively to persons who are accredited investors within the meaning of Rule 501(a) of Regulation D. The Offering The following summary contains basic information about the Preferred Stock offered hereby 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 Preferred Stock, you should read the section of this prospectus entitled Description of the Preferred Stock beginning on page [ ]. Securities offered hereby 2,000,000 shares of our Fixed/Floating Rate Perpetual Non-Cumulative Preferred Stock, with a liquidation preference of $25 per share (the Preferred Stock ). Option to purchase additional shares The underwriters will have an option to purchase 300,000 additional shares of Preferred Stock in this offering. Further issuances We reserve the right to re-open this series of Preferred Stock and issue additional shares of the Preferred Stock either through public or private sales at any time and from time to time. The additional shares would form a single series with the Preferred Stock offered by this prospectus. Public offering price $[ ] per share. Dividends We intend to pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee thereof. From the date of issuance to, but excluding, [ ], we intend to pay dividends, when, as, and if declared by our board of directors or such committee at a rate of [ ]% per annum, payable on a non-cumulative basis quarterly, in arrears, on [ ], [ ], [ ] and [ ] of each year beginning on [ ] and ending on [ ]. From and including [ ], we intend to pay dividends, when, as, and if declared by our board of directors or such committee at a floating rate equal to three-month LIBOR plus a spread of [ ]% per annum, payable quarterly, in arrears (each such rate, a dividend rate ). Dividends on the Preferred Stock will not be cumulative. Accordingly, if our board of directors or a duly authorized committee thereof has not declared a dividend on the Preferred Stock before the dividend payment date for any dividend period, such dividend will not be cumulative and shall cease to accrue and be payable, and we will have no obligation to pay dividends accrued for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. Table of Contents Our ability to declare and pay dividends is limited by applicable regulatory restrictions, including the regulations and guidelines of the Federal Reserve Board applicable to bank holding companies. In addition, because we are a bank holding company, our ability to pay dividends on, and redeem at our option, the Preferred Stock will be highly dependent upon the receipt of dividends, fees and other amounts from the Bank, which, in turn, will be highly dependent upon the Bank s historical and projected results of operations, liquidity, cash flows and financial condition, as well as various legal and regulatory prohibitions and other restrictions on the ability of the Bank to pay dividends, extend credit or otherwise transfer funds to the Company. Our right to participate in any distribution of assets of any of our subsidiaries upon their respective liquidation or reorganization will be subject to the prior claims of the creditors (including any depositors) and preferred equity holders of the applicable subsidiary, except to the extent that we are a creditor, and are recognized as a creditor, of such subsidiary. Accordingly, the holders of the Preferred Stock will be structurally subordinated to all existing and future obligations and preferred equity of our subsidiaries. We currently have no plans to issue any such debt or equity. During any dividend period in which the Preferred Stock is outstanding, unless, in each case, the full dividends for the then-current dividend period on all outstanding shares of Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside: no dividend will be declared or paid or set aside for payment and no distribution will be declared or made or set aside for payment on any junior stock, other than: a dividend payable solely in junior stock and cash in lieu of fractional shares in connection with such dividend; or any dividend in connection with the implementation of a shareholders rights plan, or the redemption or repurchase of any rights under any such plan; no shares of junior stock shall be repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by us) other than: as a result of a reclassification of junior stock for or into other junior stock; the exchange or conversion of one share of junior stock for or into another share of junior stock; through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock; Table of Contents purchases, redemptions or other acquisitions of shares of junior stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; purchases of shares of junior stock pursuant to a contractually binding requirement to buy junior stock existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan; or the purchase of fractional interests in shares of junior stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged; and no shares of parity stock shall be repurchased, redeemed or otherwise acquired for consideration by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and such parity stock other than: as a result of a reclassification of parity stock for or into other parity stock; the exchange or conversion of one share of parity stock for or into another share of parity stock; through the use of the proceeds of a substantially contemporaneous sale of other shares of parity stock; purchases, redemptions or other acquisitions of shares of parity stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; purchases of shares of parity stock pursuant to a contractually binding requirement to buy parity stock existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan; the purchase of fractional interests in shares of parity stock pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged; or the redemption of the TARP Preferred Stock as described in Use of Proceeds. When dividends are not paid in full upon the shares of Preferred Stock and any parity stock, all dividends declared upon shares of Preferred Stock and any parity stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current dividend period per share on the Preferred Stock, and accrued dividends, including any accumulations, on any parity stock, bear to each other. Table of Contents Dividend payment dates Dividends on the Preferred Stock will be payable when, as and if declared by our board of directors or a duly authorized committee thereof on the [ ] day of [ ], [ ], [ ] and [ ] of each year, commencing on [ ]. If any date on which dividends would otherwise be paid is not a business day, then the dividend payment date will be the next succeeding business day and no additional dividends will accrue in respect of any payment made on the next succeeding business day. No maturity The Preferred Stock will be perpetual and will have no maturity date. Redemption We may redeem shares of the Preferred Stock (i) on any dividend payment date on or after [ ], in whole or in part, from time to time or (ii) prior to [ ], in whole, but not in part, upon the occurrence of a regulatory capital treatment event, as described below under Description of the Preferred Stock Redemption Optional Redemption, in each case at a redemption price equal to $25 per share, plus any declared and unpaid dividends on the shares of Preferred Stock called for redemption. Any redemption of the Preferred Stock is subject to our receipt of any required prior approval by the Federal Reserve Board (including any successor bank regulatory authority that may become our appropriate federal banking agency) and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve Board or successor bank regulatory authority applicable to a redemption of the Preferred Stock. The holders of the Preferred Stock will not have the right to require a redemption. Ranking The Preferred Stock will rank, as to the payment of dividends and distribution of assets upon our liquidation, dissolution or winding-up: senior to our common stock and to any other class or series we may issue in the future ranking junior to the Preferred Stock; equal to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Series A Preferred Stock ) and the Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the Series B Preferred Stock , and referred to collectively in this prospectus with the Series A Preferred Stock as the TARP Preferred Stock ), and to any series of preferred stock we may issue in the future ranking equal to the Preferred Stock; and junior to any series of preferred stock we may issue in the future ranking senior to the Preferred Stock and to all of our existing and future debt obligations, including the Notes. Table of Contents Liquidation rights In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders of the Preferred Stock will be entitled to receive liquidating distributions of $25 per share, plus any declared and unpaid dividends, before we make any distribution of assets to the holders of our common stock or any other class or series of shares ranking junior to the Preferred Stock, and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with the Preferred Stock upon liquidation and the rights of our depositors and other creditors with respect to the distribution of assets. If we fail to pay in full all amounts payable with respect to the Preferred Stock and any stock having the same rank upon liquidation, dissolution or winding-up as the Preferred Stock, the holders of the Preferred Stock and such other parity stock will share in any distribution of assets in proportion to the full respective liquidating distribution to which they are entitled. After the holders of the Preferred Stock and such other parity stock are paid in full, they will have no right or claim to any of our remaining assets. Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our property or business nor a merger or consolidation by us with or into any other entity will be considered a dissolution, liquidation or winding-up of our business or affairs. Voting rights Holders of the Preferred Stock will not have voting rights, except with respect to authorizing or increasing senior stock, certain changes in terms of the Preferred Stock, the election of two directors in connection with certain dividend non-payments and as otherwise required by applicable law. Preemptive and conversion rights Holders of the Preferred Stock will not have any preemptive or conversion rights. Capital treatment The Preferred Stock is expected to qualify as tier 1 capital to the Company. Listing Application has been made to list the Preferred Stock on the NYSE MKT under the symbol VSB PR. If the application is approved, trading of the Preferred Stock on the NYSE MKT is expected to commence within a 30-day period after the original issuance date of the Preferred Stock.

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+prospectus summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before deciding whether or not you should exercise your subscription rights. To understand this offering fully, you should carefully read this prospectus, including the Risk Factors section, and our audited consolidated financial statements and the accompanying notes included herein. General Hotel Outsource Management International, Inc. is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. In addition, we manufacture, install, rent out and/or sell our own proprietary computerized minibars, the HOMI 336 and the HOMI 330 and the HOMI 226, which are the first in a new range of products currently under development and/or manufacture. The HOMI 336 and the HOMI 330 and the HOMI 226 are the first products to be designed and manufactured by the Company. Hotel Outsource Management International, Inc. is a holding company for several subsidiaries which market, and operate computerized minibars in hotels located in the United States, Europe and Israel. Hotel Outsource Management International, Inc. and its subsidiaries may collectively be referred to as "we", "us", "our" or" HOMI." HOMI was incorporated in Delaware on November 9, 2000 under the name Benjamin Acquisitions, Inc. Our core activities focus primarily on manufacturing, operating, servicing and marketing computerized minibars installed in upscale hotels throughout the world, as well as selling and renting out the computerized minibars that we manufacture. We believe that by using the appropriate equipment, including technologically advanced computerized minibars, we are able to materially improve the performance of the minibar departments, thereby improving the hotel s bottom line. For some years now, the hotel industry has been focusing on outsourcing many of the functions related to its key activities, in order to increase efficiency and lower fixed costs. In periods of economic slow-down, the interest in outsourcing solution may actually increase. We offer our customers a number of solutions that are designed to meet this need, in relation to the minibar departments, ranging from straight sale or rental of our computerized minibars, via consultation and supervision services, all the way to full outsource installation and operation arrangements. When we are consulting to the hotel, or managing the entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department s performance. Using these methods, we already manage many thousands of minibars for our customers, who are spread over four continents around the world. We have been doing business since 1997 through various subsidiaries. The current corporate structure, in which we are a holding company for various wholly owned subsidiaries around the world, has been in place since 2001. Our common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 until February 2011. It now trades on the OTCQB under the symbol "HOUM.PK." Our Growth Strategy It is our objective to continue to increase the number of minibars which we manage in hotels, using the various business models which we have developed, in accordance with each customer s needs, as well as to engage in rental, sale and installation and outsource programs using the computerized minibars that we manufacture. HOMI intends to design and manufacture peripheral products and/or accessories for the computerized minibars that we manufacture. HOMI also intends to offer new and additional minibar models. The computerized minibars and peripheral products and/or accessories manufactured by HOMI may be referred to as the New Range of Products. Table of Contents Our activities currently focus on North America, Europe and Israel. We intend to consolidate and increase our business in the regions in which we are already active. We also believe that there are growth opportunities in new markets, and that by implementing the same models that have been successful for us in our current markets, we will be able to replicate our success in these other regions also. Our services have to date been directed primarily at upscale and luxury hotels. We believe that by adjusting our existing business models, it will be possible to broaden the base of our activities so as to include midscale hotels. An integral part of this strategy involves the sale, rental, installation and outsource programs of the New Range of Products. Features of the New Range of Products which we believe will make it easier to enter the mid-scale range of hotels include: Mechanism against mistaken charges. This has been designed to increase the accuracy of the automatic billing. Substantially lower operating costs. This should improve profit margins and means that HOMI will be able to offer the New Range of Products to midscale/mid-market hotels, a very large sector previously closed to HOMI in the past, as well as to upscale hotels. No need for infrastructure at hotel. A standard electrical outlet is the only infrastructure required. Minibar data is transferred automatically via an integral, dedicated wireless system. This makes installation easier, and more attractive to hotels. By opening the midscale range of hotels to our services, we will be able to substantially increase the potential size of our target market, which should enable us to further improve our revenues and profitability. Operations To date our activities have focused primarily on managing the minibar departments in upscale hotels. We offer our customers a number of solutions ranging from consultation and supervision services, all the way to full outsource installation and operation services. We currently implement several general types of business models, further detailed below. Complete Outsource Solution. This is currently the most prominent of the business models that we employ. Many hotels do not want to pay upfront for their minibars, and many do not want to allocate resources to operate the minibars either. Accordingly, we manufacture our own New Range of Products, or purchase other manufacturers new minibars, and install them at the hotel s premises, at no immediate cost to the hotel. In the case of computerized minibars, the installation also includes software designed to interface between the minibars and the customer s existing management software, so that various actions relating to usage of the minibars such as, consumption of products from the minibars, and the locking/unlocking of the minibars, can be logged or controlled by the customer and by us. We then manage and operate the minibar department for the customer. We also supply full maintenance services for the minibars. We carry the operating expenses of the minibar department, and net revenues (after rebates and other discounts, if any) from the minibar department are shared, with us receiving the majority of the revenue and the hotel retaining the balance of the revenues. Generally, we offer incentives to the hotel so that the customer s relative share increases as the net revenue per minibar rises. In this model, the initial term of our agreement with the hotel is several years, and the customer typically has an option to extend the agreement and/or to purchase the turnkey system from us at one or more points in time during the term of the agreement. Our objective is to provide our services to the customer for the full term of the agreement, but this business model remains profitable even if the customer decides, at any stage, to exercise its option to purchase the system from us. We offer this kind of model for the New Range of Products also, for which we have made some adjustments to the business model, so that the agreements are typically for a shorter period, and the division of revenues is often based on a threshold, where HOMI is guaranteed all revenue up to the threshold, and anything above the threshold is divided between HOMI and the hotel at a fixed rate, with the majority going to HOMI. We believe that this type of model offers the customer many advantages in relation to its minibar department, including the following: No capital expenditure on the minibars Table of Contents A new revenue stream, if no minibars were previously installed and operational No labor expenses and no operating costs No purchase of goods and no inventory management Added service to guests, thereby improving the customer s competitive edge No downside: hotel is minimizing its risks, both financial and other Added flexibility, via the customer s option to purchase the system Outsourcing allows the hotel to focus on major revenue sources Quality of service: we specialize in the field Increased control and management, extensive reporting No maintenance by customer Periodic technical and technological upgrades Management & Operation of Installed Base. For customers who already have an installed, operational minibar system, we provide partial maintenance services, and full operation and management services. Essentially, the services which we provide in this case are the same as in the Outsource Solution for Leased Base model. New Business Model In 2009 we introduced a new business model, pursuant to which we receive a loan from a third party in an amount equivalent to our turnkey installed cost price of a minibar to be installed at a specific hotel(s) with which we have an outsourcing agreement. The loan repayment schedule and interest payments are made according to a calculation of the operational results of the minibars. The minibars, once installed and operational, remain in place at the hotel and we operate and maintain these minibars in accordance with our outsource operation agreement. The agreements with the third parties are to be in effect for most of the useful lives of the minibars. According to this business model, we continue to invoice each hotel for the full amount of the net revenues from its outsource operation ( Net Revenues ). From this amount, we typically deduct operational payments (cost of goods, labor, maintenance fees of $0.06 per minibar, 8% management fee) ( Operational Payments ). As long as Net Revenues exceed Operational Payments ("Operating Cash Flow"), such Operating Cash Flow shall be divided between us and the third party in accordance with the terms of the agreement. Other. The models discussed above are the primary types of arrangement that we offer our customers, but we approach each case with a certain amount of flexibility, which enables us to adjust a particular model so that it is tailor-made for the customer, but is still in line with the principles outlined above. Also, each model may be sub-divided into arrangements whereby we receive a fixed service charge, or a fixed percentage of gross revenues, instead of net revenues, and other similar adjustments. The models will also vary depending on the nature of the customer: upscale hotel, airport hotel or other hotel; and whether the minibars are computerized or manual. Sometimes, the existence of specific union rules in certain territories also require us to be flexible and adapt an arrangement so that it is workable for the customer, while still enabling us to manage and/or operate the minibar department in a way which is designed to be profitable for us, as well as for the customer. For the New Range of Products, we also offer to lease / rent or sell minibars to customers, or enter into revenue share agreements, and /or other financing arrangements, where circumstances so require. Table of Contents Competition We have over a decade of hands-on experience in providing services to the hotel industry. Whether we are consulting to a hotel, or managing the entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department s performance. Many of our competitors have experience in revenue-sharing business models, while others provide systems that are supposed to improve the efficiency of a hotel s minibar department. We believe that our ability to provide a range of services, up to a complete outsource solution, including a comprehensive financing solution as well as the full management and operation of the minibar department, places us in a favorable position, compared with some of our competitors. Our hands-on management strategy, combined with on-site supervision, allows us to assume responsibility for the following matters, thereby enabling our customers to concentrate their efforts in other areas: Implementation of our exclusive operating procedures Procurement of the consumables that are offered in the minibars Management of inventory control and monitoring of expiry dates of consumables Implementation of procedures to handle and reduce rebates Periodic reconciliation of accounts Training of minibar attendants and front office employees Maintenance and support Our objective is to enable our customers to increase the net revenues that are generated by their minibar departments, including by the following means: Taking active involvement in the selection and pricing of consumables Implementing innovative and attractive product mixes for different room categories Producing attractive, creative and novel menus Improving minibar visibility Proposing and implementing effective promotional activities Reducing rebates & manual emptying of minibars by guests In-depth and real-time data logging and reporting, thereby creating extensive sales statistics and enabling effective data-mining, designed to adapt the system to improve performance A large number of hotels still manage and operate their minibar departments in-house, and the concept of outsourcing this to a company that specializes in this kind of activity is still relatively new. In some cases, there is a general lack of awareness on the part of the hotel, either of the existence of the kind of services which we offer, or of the advantages that can be gained by making use of them. Our marketing activities are directed at increasing awareness and painting a full picture for the hotels, so that they can make an educated decision, based on the relative pros and cons. We believe that our services can be of substantial benefit to our customers, but outsourcing of this type of services still accounts for a relatively small segment of the hotel industry market. Table of Contents In addition, there are also other companies which offer some or all of the services which we offer. Presently, our main competitors are Minibar Systems, Bartech Systems International, Inc. and Dometic Holding AB which offer outsourcing or revenue sharing programs at prices that are competitive with ours. Other companies, such as Club Minibar, offer outsourcing programs utilizing manual minibars. In respect of the financing aspects of the solutions we offer to our clients, we are also in competition with certain manufacturers of the minibars themselves. With respect to the New Range of Products, we expect to be in competition with certain minibar manufacturers who offer minibars that may be perceived by our potential customers as being alternatives to our New Range of Products. Whether in the regions in which we are currently active, or in territories into which we will expand our activities in the future, the arrival of other companies offering similar services may force down our profit margins if we are to remain competitive. Customers and Markets We currently market and provide our products and services primarily to upscale and luxury hotels. As of December 31, 2012, we provide operation and/or management services to the minibar departments of 41 hotels, most of which are affiliated with prominent international hotel chains such as Hilton, Sheraton, Hyatt and others. There seems to be a direct correlation between a hotel's occupancy level and average room rate and the quantity of purchases made by guests from a hotel's minibars. As a result, in the majority of our current projects, where our revenues are based on the net revenues of the minibar departments which we operate and/or manage, our revenues are dependent on hotel occupancy levels and average room rate. Decreases in hotel occupancy levels and its average room rate could result in corresponding decreases in our revenues. Governmental Regulation In accordance with regulations related to the sale of alcoholic beverages in various countries in which we provide our services, there are instances where we operate under a hotel's license to sell alcohol. In such cases, although we do not incur costs of meeting regulatory compliance, we cannot guarantee a hotel's compliance with applicable regulations. Failure of a hotel to comply with these regulations could result in our inability to sell alcoholic beverages in the minibars being operated and/or managed by us, which would probably result in a decrease in our revenues. Intellectual Property We own the trademark HOMI in respect of products and services which we supply. In numerous countries around the world, we have registered this trademark in our name. In 2006, we filed for patent protection with regard to certain features of the New Range of Products and this patent has been registered and issued in the United States and Europe and an application is pending in Taiwan. In 2008, a further patent application was filed in the U.S., with regard to certain additional features of our New Range of Products, and this has matured into a registered patent. In 2009, a further patent application was filed in the U.S., with regard to certain additional features of our New Range of Products, and this application is pending. We hold no other registered patents, trademarks, service marks or other registered intellectual property relating to our operations. Employees As of December 31, 2012, HOMI and its subsidiaries had approximately 50 full time employees. Corporate Structure We have a fully owned United States subsidiary, HOMI USA, Inc. ( HOMI USA ), formerly known as Hotel Outsource Services, Inc., through which we conduct business in the United States. Outside the United States, we carry on our business activities through regional subsidiaries, each of which is responsible for one or more territories in which we market and/or provide our services. These subsidiaries receive management services from us, and some of them also have staff of their own, retained either as employees or under management agreements or service agreements. Table of Contents Our operating subsidiaries can, as of December 31, 2012, be summarized as follows: HOMI USA, Inc. ( HOMI USA ) HOMI Israel Ltd. ( HOMI Israel ) HOMI Industries Ltd. ( HOMI Industries ) HOMI France SAS HOMI UK Limited. HOMI Canada, Inc. HOMI Florida LLC HOMI Australia Pty. Ltd. All of our subsidiaries are currently wholly owned by us, directly or indirectly.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before deciding to invest in shares of our common stock, you should read this summary together with the more detailed information, including our consolidated financial statements and the related notes, provided elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in Risk Factors, our consolidated financial statements and the related notes, and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included elsewhere in this prospectus. Silver Spring Networks, Inc. Overview We provide a leading networking platform and solutions that enable utilities to transform the power grid infrastructure into the smart grid. The smart grid intelligently connects millions of devices that generate, control, monitor and consume power, providing timely information and control to both utilities and consumers. We believe that the application of networking technology to the power grid has the potential to transform the energy industry through better communication just as the application of networking technology to the computing industry enabled the Internet. We believe the power grid is one of the most significant elements of contemporary industrial infrastructure that has yet to be extensively networked with modern technology. We were founded in 2002 to address this challenge, pioneering a fundamentally new approach to connect utilities with millions of devices on the power grid. We believe our technology will yield significant benefits to utilities, consumers and the environment, both in the near term and the future. These benefits include more efficient management of energy, improved grid reliability, capital and operational savings, the ability to pursue new initiatives, consumer empowerment, and assistance in complying with evolving regulatory mandates through reduced carbon emissions. We believe networking the power grid will fundamentally transform the world s relationship with energy. The foundation of our technology is a standards-based and secure Internet Protocol, or IP, network. Our networking platform provides two-way communications between the utility back office and devices on the power grid. In addition to our networking platform, we offer a suite of solutions that run on top of our network and complementary services, all of which we collectively refer to as our Smart Energy Platform. Our solutions include advanced metering, which allows utilities to automate a number of manual processes and improve operational efficiencies, offer flexible pricing programs to consumers, and improve customer service with faster outage detection and restoration; distribution automation, which provides utilities with real-time visibility into the health of the grid, enabling better management and control of power distribution assets to improve grid reliability; and demand-side management, which enables utilities to offer consumers a variety of programs and incentives to use energy more efficiently and reduce usage at times of peak demand. Our service offerings include professional services to implement our products, managed services and software as a service, or SaaS, to assist utilities with managing the network and solutions, and ongoing customer support. Our Smart Energy Platform comprises hardware, software and services and combines with devices manufactured by third-party partners to form end-to-end smart grid offerings. We have architected our networking platform to support multiple current and future smart grid solutions. As a result, we believe utilities can increase the value of their network investment as they deploy additional solutions on this network. 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. PROSPECTUS (Subject to Completion) Issued March 5, 2013 3,705,000 Shares COMMON STOCK This is an initial public offering of shares of common stock of Silver Spring Networks, Inc. Silver Spring Networks is offering all of the shares to be sold in the offering. Concurrently with the closing of this offering, entities affiliated with Foundation Capital will purchase from us in a private placement shares of common stock with an aggregate purchase price of approximately $12 million, at a price per share equal to the initial public offering price. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $16.00 and $18.00. Our common stock has been approved for listing on the New York Stock Exchange under the symbol SSNI. We are an emerging growth company as defined under federal securities laws. See

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+Common Stock This prospectus relates to the resale by selling stockholders named herein of up to an aggregate of 15,739,182 shares of common stock, par value $0.0001 per share, of Homeowners of America Holding Corporation. The shares of common stock being registered constitute 100% of our outstanding securities after conversion of our Series A and Series B Preffered Stock and the conversion of convertible promissory notes. There is no public market for our common stock. We intend to seek a qualification for our common stock to be quoted on the Over-the-Counter Bulletin Board; however, no assurance can be given as to our success in qualifying for quotation on the OTCBB. The selling stockholders may sell their shares of our common stock at a fixed price of $0.50 per share (the exercise price of our proposed stock options to be issued upon the effective date of this Registration Statement) until our common stock is quoted on the OTCBB, and thereafter in a variety of transactions as described under the heading "Plan of Distribution" beginning on page 66, including transactions on any stock exchange, market or facility on which our common stock may be traded, in privately negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to such market prices or at negotiated prices. We have no basis for estimating either the number of shares of our common stock that will ultimately be sold by the selling stockholders or the prices at which such shares will be sold. All of the shares of common stock are being sold by the selling stockholders named in this prospectus. We will not receive any of the proceeds from the sale of the shares of common stock being sold by the selling stockholders. We are bearing all of the expenses in connection with the registration of the shares of common stock, but all selling and other expenses incurred by the selling stockholders, including commissions and discounts, if any, attributable to the sale or disposition of the shares will be borne by them. We are an , ' ': , ' ': emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for future filings. You should read this prospectus, the applicable prospectus supplement, if any, and other offering materials carefully before you invest. An investment in our common stock involves substantial risks. See "Risk Factors" beginning on page 6 of this prospectus. 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. The date of this prospectus is , 2013 TABLE OF CONTENTS Prospectus Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1 SUMMARY 2

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+PROSPECTUS SUMMARY This summary highlights selected information more fully described elsewhere or incorporated by reference in this prospectus. You should read the following summary together with the entire prospectus, including the more detailed information regarding us and the common stock being sold in this offering, and the information that we have incorporated by reference in this prospectus, including our financial statements and the related notes. You should carefully consider, among other things, the matters discussed in the section entitled Risk Factors before deciding to invest in our common stock. Unless otherwise stated or the context requires otherwise, references in this prospectus to we, our or us refer to OCZ Technology Group, Inc. and our subsidiaries. Overview OCZ Technology Group, Inc., a Delaware corporation ( OCZ ) was formed in 2002. OCZ is a leader in the design, manufacturing, and distribution of high performance and reliable Solid-State Drives ( SSDs ) and premium computer components. We have built on our expertise in high-speed memory to become a leader in the enterprise and client SSD markets, a technology that competes with traditional rotating magnetic hard disk drives ( HDDs ). SSDs are faster, more reliable, generate less heat and use less power than traditional rotational based HDDs used in personal computers and servers today. OCZ designs and manufactures SSDs in a variety of form factors and interfaces including SATA, SAS, PCIe, as well as offers flash caching and virtualization software to provide a total solution for enterprise clients. In addition to SSD technology, we also offer high performance power management products. Our corporate headquarters is located in San Jose, California. We have subsidiaries and/or offices located in Canada, Israel, Netherlands, Germany, Taiwan and the United Kingdom. Our fiscal year ends on the last day of February. Historically, we had focused on developing, manufacturing, and selling high-performance DRAM memory modules and flash drives to computing enthusiasts through catalog and online retail channels. As the market for SSDs began to develop over the last several years, we shifted our focus to serve this emerging market as our primary focus. We believe that our strong R&D foundation in memory and portable flash devices provides a solid R&D platform and natural transition to develop our SSD capabilities, given the technological similarities between product categories. In 2009, we began to implement a strategy to shift our focus towards the emerging SSD market, which has resulted in our revenue mix shifting heavily towards SSDs, which became a majority of our business beginning in 2010. In August 2010, we announced that we planned to deemphasize our legacy memory products by discontinuing certain low margin commodity DRAM module products. By February 28, 2011, the end of our fiscal year 2011, we had discontinued our legacy memory products to focus on SSDs in accordance with our previously announced plans in January 2011. In October 2012, we announced that we planned to streamline our product offerings, including the reduction of our value SSDs for the client market, in order to address the mainstream and high performance client markets, as well as enterprise and OEM solutions. By February 28, 2013, the end of our fiscal year 2013, we had substantially discontinued most of our value SSDs as well as reduced the number of our other product offerings. Throughout this period, we have continued to invest in research and development surrounding a wide array of SSD types and interfaces and developing our own in-house silicon and firmware. Today the vast majority of our high performance client drives, including those in top selling Vertex and Vector families utilize our own in-house designed proprietary Barefoot 3 controller. In addition to our SSD product line, we design, develop, and distribute components including AC/DC switching power supplies that are designed for high performance computing systems, workstations and servers. We offer our customers flexibility and customization by providing a broad variety of solutions which are interoperable and are designed to enable computers to run faster and more reliably, efficiently, and cost effectively. Through our diversified and global distribution channel, we offer a wide variety of products to our customers, including leading online and offline retailers and OEMs. We develop flexible and customizable solutions quickly and efficiently to meet the ever changing market needs and we provide superior customer service. We believe our high performance product offerings offer the speed, density, size, and reliability necessary to meet the special demands of: mission critical servers and high end workstations; industrial equipment and computer systems; computer and computer gaming enthusiasts; personal computer ( PC ) upgrades to extend the useable life of existing PCs; high performance computing and scientific computing; video and music editing and content creation; mobile computing; home theater PCs and digital home convergence products; and digital photography and digital image manipulation computers. As of our fiscal year ended February 28, 2013, we had over 400 customers, most of which are distributors or retailers in 60 countries. We perform the majority of our research and development efforts in-house, which increases communication and collaboration between design teams, streamlines the development process, and reduces time-to-market. Our in-house hardware R&D capabilities include ASIC design and verification, system level design including board design and layout, industrial design and thermal optimization. We also have in-house software R&D which includes NAND flash firmware development, kernel mode device drivers, tools that encompass both manufacturing and end-user manageability, and virtualization and caching software that is offered both standalone and bundled with our SSD hardware for total system solutions. 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 ( SEC ) 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 22, 2013 PROSPECTUS 7,705,000 Shares of Common Stock issuable upon the conversion of outstanding Convertible Debentures 5,778,750 Shares of Common Stock issuable upon the exercise of outstanding Warrants This prospectus relates to the resale by selling stockholders identified in the section entitled Selling Stockholders beginning on page 19 of this prospectus of up to an aggregate of 13,483,750 shares of common stock, par value $0.0025 per share, of OCZ Technology Group, Inc. ( OCZ ), which consist of: 7,705,000 shares of Common Stock issuable upon the conversion of outstanding Convertible Debentures, and 5,778,750 shares of Common Stock issuable upon the exercise of outstanding Warrants The Selling Stockholders (which term as used herein includes their pledgees, assignees or other successors-in-interest) may offer and sell any of the shares of common stock from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the shares. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section entitled Plan of Distribution beginning on page 21 of this prospectus. We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders. No underwriter or other person has been engaged by OCZ to facilitate the sale of shares of our common stock in this offering. The Selling Stockholders may be deemed underwriters of the shares of our common stock that they are offering. We will bear all costs, expenses and fees in connection with the registration of these shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of shares. Our common stock is currently listed on The NASDAQ Capital Market under the symbol OCZ . On October 21, 2013, the last reported sales price of our shares on The NASDAQ Capital Market was $1.29 per share. You should rely only on the information contained in this prospectus. You should consider carefully the risks that we have described in the section entitled Risk Factors beginning on page 3 of this prospectus before deciding whether to invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful and complete. Any representation to the contrary is a criminal offense. This prospectus is dated , 2013. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The Selling Stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Table of Contents Acquisition of Sanrad Inc. On January 9, 2012, we acquired Sanrad Inc. ( Sanrad ), a privately-held provider of flash caching and virtualization software and hardware. Total consideration exchanged was comprised of 2.1 million shares of our common stock valued at $16.9 million determined based on the market value of our common stock on the date of closing. Sanrad s technology enables customers to fully leverage their flash based storage investments, extending the lifespan of the storage infrastructure and maximizing efficiency of their data centers. The acquisition of Sanrad includes its research and development facilities located in Tel Aviv, Israel and is expected to help accelerate the customer adoption of OCZ s offerings in the PCIe based flash storage systems. Assets acquisition from PLX Technology. On October 24, 2011, we completed an acquisition of certain assets from PLX Technology, Inc. ( PLX ). This transaction provided further access to advanced technology in our effort to maintain and expand our market position as a leader in the design, manufacture and distribution of high performance SSDs. Pursuant to the agreement, we obtained a non-exclusive perpetual license related to consumer storage technology, capital equipment and a Design Team, which consisted primarily of approximately 40 engineers located in Abingdon, United Kingdom in exchange for cash consideration of $2.2 million. Acquisition of Indilinx Co., Ltd. On March 25, 2011, we completed the acquisition of 100% of the equity interests of Indilinx Co., Ltd., ( Indilinx ) a privately-held company organized under the laws of the Republic of Korea. Indilinx s products and solutions are comprised of advanced SSD controllers, SSD reference designs, and software, which enable the rapid development and deployment of high performance solid state drives. This technology is applicable to a wide range of storage solutions from cost-sensitive consumer devices to performance-optimized systems demanded by mission-critical enterprise applications. The total acquisition consideration of $32.8 million consisted of (i) 4.2 million shares of OCZ common stock with a total fair value of $32.2 million, based on the price of OCZ common stock at the time of close, and (ii) $0.6 million of cash paid to the holders of Indilinx vested and unvested stock options as of the close of the transaction. Audit Opinion Going Concern Emphasis. As discussed in Note 1 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended February 28, 2013, we have incurred recurring operating losses and negative cash flows from operating activities since inception through February 28, 2013. In addition, we have an accumulated deficit of $310.7 million as of February 28, 2013. Through February 28, 2013, we have not generated sufficient cash from operations and have relied primarily on the proceeds from equity offerings and debt financing such as increased trade terms from vendors and credit facilities to finance our operations. Moreover, we need to secure one or more additional financings to fund our near-term operations. These matters raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Strategic Alternatives. On August 13, 2013, we announced that we had retained Deutsche Bank Securities Inc. to assist the Board of Directors in evaluating various strategic alternatives available to the Company. For our fiscal years ended February 28, 2013, February 29, 2012, and February 28, 2011, our ten largest customers accounted for 49%, 40% and 50% of net sales, respectively. For fiscal 2013 and fiscal 2012, no customers accounted for more than 10% of our net revenue, and in fiscal 2011, one customer accounted for 17% of our net revenue. Corporate Information We were founded in 2002 and incorporated in Delaware in December 2004. We have five subsidiaries, Indilinx, Inc., a California corporation, OCZ Israel, Ltd, an Israeli Corporation, OCZ Technology, Limited, an United Kingdom Corporation, OCZ Canada, Inc., a Canadian corporation, and Sanrad, Inc. a Delaware Corporation. Our principal executive offices are located at 6373 San Ignacio Avenue, San Jose California, 95119, and our telephone number is (408) 733-8400. Our website address is www.ocz.com. The information on, or that can be accessed through, our website is not part of this prospectus. The Offering Shares outstanding prior to offering: As of October 9, 2013, we had 68,207,166 shares of our common stock issued and outstanding. Common Stock offered for resale to the public by the Selling Stockholders: Up to 13,483,750 shares of our common stock, which consists of: Up to 7,705,000 shares of common stock issuable upon the conversion of outstanding convertible debentures, and Up to 5,778,750 shares of common stock issuable upon the exercise of outstanding warrants. Use of Proceeds: Proceeds from the sale of common stock covered by this prospectus will be received by the Selling Stockholders. We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. We may receive proceeds from the exercise of the warrants whose underlying shares of common stock are covered by this prospectus. The NASDAQ Capital Market symbol for our common stock: OCZ

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus, including the financial data and related notes and section entitled Risk Factors, before making an investment decision. Unless the context otherwise indicates, as used in this prospectus, the terms SunGard, we, our, us, and the company and similar terms refer to SunGard Data Systems Inc. and its subsidiaries on a consolidated basis. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. Our Company We are one of the world s leading software and technology services companies. We provide software and technology services to financial services, education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve approximately 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across all of our business segments and create long-term customer relationships. We operate our business in three segments: Financial Systems ( FS ), Availability Services ( AS ) and Public Sector & Education ( PS&E ), which is comprised of our Public Sector business ( PS ) and our K-12 Education business ( K-12 ). On January 19 and 20, 2012, the Company completed the sale of its Higher Education ( HE ) business, which is included in discontinued operations for purposes of this prospectus. FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets. AS provides disaster recovery services, managed services, information availability consulting services and business continuity management software to more than 8,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business. PS&E (PS and K-12) provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public and private schools, utilities, nonprofits and other public sector institutions. We were acquired in August 2005 in a leveraged buy-out ( LBO ) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the Sponsors ). As a result of the LBO, we are highly leveraged and our equity is not publicly traded. Our Sponsors continually evaluate various strategic alternatives with respect to the Company. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, or, if we do, what the structure or timing for any such transaction would be. Table of Contents Table of Additional Registrant Guarantors Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Advanced Portfolio Technologies, Inc. Delaware 22-3245876 340 Madison Avenue 8th Floor New York, NY 10173 Automated Securities Clearance LLC Delaware 22-3701255 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 GL Trade Overseas, Inc. Delaware 06-1414402 340 Madison Avenue New York, NY 10173 Inflow LLC Delaware 84-1439489 680 E. Swedesford Rd. Wayne, PA 19087 Online Securities Processing Inc. Delaware 77-0589377 680 E. Swedesford Rd. Wayne, PA 19087 SIS Europe Holdings LLC Delaware 41-1511643 680 E. Swedesford Rd. Wayne, PA 19087 SRS Development Inc. Delaware 23-2746281 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Ambit LLC Delaware 04-2766162 100 High Street 19th Floor Suffolk, MA 02110 SunGard Asia Pacific Inc. Delaware 51-0370861 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard Availability Services LP Pennsylvania 23-2106195 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Availability Services Ltd. Delaware 23-3024711 680 E. Swedesford Rd. Wayne, PA 19087 SunGard AvantGard LLC California 95-3440473 23975 Park Sorrento 4th Floor Calabasas, CA 91302 SunGard Business Systems LLC Delaware 23-2139612 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Computer Services LLC Delaware 68-0499469 600 Laurel Road Voorhees, NJ 08043 SunGard Consulting Services LLC Delaware 87-0727844 10375 Richmond Suite 700 Houston, TX 77042 SunGard CSA LLC Delaware 20-4280640 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Development Corporation Delaware 23-2589002 680 E. Swedesford Rd. Wayne, PA 19087 Table of Contents Corporate Information SunGard Data Systems Inc. was incorporated under Delaware law in 1982. Our principal executive offices are located at 680 East Swedesford Road, Wayne, Pennsylvania 19087. Our telephone number is (484) 582-2000. Our corporate website is located at www.sungard.com. The information on, or accessible through, our corporate website is not a part of, or incorporated by reference in, this prospectus. Incorporation By Reference The SEC allows us to incorporate by reference the information we file with them into this prospectus. See Incorporation by Reference. Table of Contents Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices SunGard DIS Inc. Delaware 23-2829670 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Energy Systems Inc. Delaware 13-4081739 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard eProcess Intelligence LLC Delaware 13-3217303 600 Lanidex Plaza Parsippany, NJ 07054 SunGard Financial Systems LLC Delaware 23-2585361 3 Van de Graff Drive Burlington, MA 01803-5148 SunGard Investment Systems LLC Delaware 23-2115509 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Investment Ventures LLC Delaware 51-0297001 680 E. Swedesford Road Wayne, PA 19087 SunGard iWORKS LLC Delaware 23-2814630 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 SunGard iWORKS P&C (US) Inc. Delaware 13-3248040 200 Business Park Dr. Armonk, NY 10504 SunGard Kiodex LLC Delaware 13-4100480 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 SunGard NetWork Solutions Inc. Delaware 23-2981034 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Public Sector Inc. Florida 59-2133858 1000 Business Center Drive Lake Mary, FL 32746 SunGard Reference Data Solutions LLC Delaware 72-1571745 340 Madison Avenue 8th Floor New York, NY 10173 SunGard SAS Holdings Inc. Delaware 26-0052190 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Securities Finance LLC Delaware 13-3799258 14 Manor Parkway Salem, NH 03079 SunGard Securities Finance International LLC Delaware 13-3809371 14 Manor Parkway Salem, NH 03079 SunGard Shareholder Systems LLC Delaware 23-2025519 2300 Main Street Suite 400 Kansas City, MO 64108 SunGard Software, Inc. Delaware 51-0287708 680 E. Swedesford Road Wayne, PA 19087 SunGard Systems International Inc. Pennsylvania 23-2490902 340 Madison Avenue 8th Floor New York, NY 10173 Table of Contents The Notes The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections captioned Description of Senior Notes Due 2018, Description of Senior Notes Due 2020 and Description of Senior Subordinated Notes in this prospectus contain a more detailed description of the terms and conditions of the notes. Issuer SunGard Data Systems Inc. Securities Offered 7 3/8% Senior Notes due 2018. 7 5/8% Senior Notes due 2020. 6.625% Senior Subordinated Notes due 2019. Maturity The senior notes due 2018 mature on November 15, 2018. The senior notes due 2020 mature on November 15, 2020. The senior subordinated notes mature on November 1, 2019. Interest Rate The senior notes due 2018 bear interest at a rate of 7 3/8% per annum. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum. The senior subordinated notes bear interest at a rate of 6.625% per annum. Interest Payment Dates We pay interest on the senior notes due 2018 and the senior notes due 2020 on May 15 and November 15 and on the senior subordinated notes on May 1 and November 1. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, the issue date of the notes. Guarantees Each of our 100% owned domestic subsidiaries that guarantees the obligations under our senior secured credit facilities are initially jointly and severally, fully and unconditionally guaranteeing the senior notes on a senior unsecured basis and the senior subordinated notes on an unsecured senior subordinated basis. Ranking The senior notes are our senior unsecured obligations and: rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes; rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of our existing and future secured debt including obligations under our senior secured credit facilities and the 4.875% senior notes due 2014 (referred to in this prospectus as the senior secured notes ), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes. Table of Contents Similarly, the guarantees of the senior notes are senior unsecured obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including such guarantor s guarantee under the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes. The senior subordinated notes are our unsecured senior subordinated obligations and: rank senior in right of payment to our existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to any or all of our future senior subordinated debt; are subordinated in right of payment to all of our existing and future senior debt (including our senior secured credit facilities, the senior secured notes and the senior notes); and are effectively subordinated in right of payment to all of our existing and future secured debt (including our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior subordinated notes. Similarly, the guarantees of the senior subordinated notes are unsecured senior subordinated obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior subordinated debt; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 31, 2013 PRELIMINARY PROSPECTUS SunGard Data Systems Inc. 7 3/8% Senior Notes due 2018 7 5/8% Senior Notes due 2020 6.625% Senior Subordinated Notes due 2019 The 7 3/8% Senior Notes due 2018 (the senior notes due 2018 ) were issued in exchange for the 7 3/8% Senior Notes due 2018 originally issued on November 16, 2010. The 7 5/8% Senior Notes due 2020 (the senior notes due 2020) were issued in exchange for the 7 5/8% Senior Notes due 2020 originally issued on November 16, 2010. The 6.625% Senior Subordinated Notes due 2019 (the senior subordinated notes ) were issued in exchange for the 6.625% Senior Subordinated Notes due 2019 originally issued on November 1, 2012. The senior notes due 2018, the senior notes due 2020 (collectively, the senior notes ) and the senior subordinated notes are collectively referred to herein as the notes, unless the context otherwise requires. The senior notes due 2018 bear interest at a rate of 7 3/8% per annum and mature on November 15, 2018. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum and mature on November 15, 2020. Interest on the senior notes due 2018 and the senior notes due 2020 is payable on May 15 and November 15 of each year, beginning November 15, 2011. The senior subordinated notes bear interest at a rate of 6.625% per annum and mature on November 1, 2019. Interest on the senior subordinated notes due 2019 is payable on May 1 and November 1 of each year, beginning on November 1, 2013. We may redeem some or all of the notes at any time at the redemption prices set forth in this prospectus. The senior notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness. The senior subordinated notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness, including the senior secured credit facilities, the existing senior notes and the senior notes offered hereby. Each of our 100% owned domestic subsidiaries that guarantees our senior secured credit facilities are initially unconditionally guaranteeing the senior notes with guarantees that rank equal in right of payment to all of the senior indebtedness of such subsidiary, and are initially unconditionally guaranteeing the senior subordinated notes with guarantees that are subordinated in right of payment to all existing and future senior indebtedness of such subsidiary. The notes and the guarantees are effectively subordinated to our existing and future secured indebtedness and that of the guarantors to the extent of the assets securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. See Risk Factors beginning on page 11 for a discussion of certain risks that you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2013. Table of Contents are subordinated in right of payment to all of the applicable guarantor s existing and future senior debt (including such guarantor s guarantee under our senior secured credit facilities, the senior secured notes and the senior notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior subordinated notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior subordinated notes. As of March 31, 2013, (1) the notes and related guarantees ranked effectively junior to approximately $3,949 million of senior secured indebtedness (which includes $250 million face amount of our senior secured notes that are recorded at $247 million and $200 million under our receivables facility which is secured by accounts receivable of our subsidiaries that participate in the facility), (2) the senior notes and related guarantees ranked senior to the $1,000 million of senior subordinated notes, (3) the senior subordinated notes and related guarantees ranked junior to the senior indebtedness under the senior secured credit facilities, the senior secured notes, the senior notes, the receivables facility and $13 million of payment obligations relating to foreign bank debt and capital lease obligations, all of which totaled approximately $5,562 million, (4) we had an additional $828 million of unutilized capacity under our revolving credit facility, after giving effect to certain outstanding letters of credit and (5) our non-guarantor subsidiaries had approximately $211 million (of the $5,562 million described above), which relates to the receivables facility and payment obligations relating to foreign bank debt and capital lease obligations. Optional Redemption Prior to November 15, 2013, we have the option to redeem the senior notes due 2018, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2018 Optional Redemption. Beginning on November 15, 2013, we may redeem some or all of the senior notes due 2018 at the redemption prices listed under Description of Senior Notes Due 2018 Optional Redemption plus accrued and unpaid interest on the senior notes due 2018, if any, to the date of redemption. Prior to November 15, 2015, we have the option to redeem the senior notes due 2020, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2020 Optional Redemption. Table of Contents You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date. TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus, including the financial data and related notes and section entitled Risk Factors, before making an investment decision. Unless the context otherwise indicates, as used in this prospectus, the terms SunGard, we, our, us, and the company and similar terms refer to SunGard Data Systems Inc. and its subsidiaries on a consolidated basis. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. Our Company We are one of the world s leading software and technology services companies. We provide software and technology services to financial services, education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve approximately 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across all of our business segments and create long-term customer relationships. We operate our business in three segments: Financial Systems ( FS ), Availability Services ( AS ) and Public Sector & Education ( PS&E ), which is comprised of our Public Sector business ( PS ) and our K-12 Education business ( K-12 ). On January 19 and 20, 2012, the Company completed the sale of its Higher Education ( HE ) business, which is included in discontinued operations for purposes of this prospectus. FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets. AS provides disaster recovery services, managed services, information availability consulting services and business continuity management software to more than 8,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business. PS&E (PS and K-12) provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public and private schools, utilities, nonprofits and other public sector institutions. We were acquired in August 2005 in a leveraged buy-out ( LBO ) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the Sponsors ). As a result of the LBO, we are highly leveraged and our equity is not publicly traded. Our Sponsors continually evaluate various strategic alternatives with respect to the Company. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, or, if we do, what the structure or timing for any such transaction would be. Table of Contents Table of Additional Registrant Guarantors Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Advanced Portfolio Technologies, Inc. Delaware 22-3245876 340 Madison Avenue 8th Floor New York, NY 10173 Automated Securities Clearance LLC Delaware 22-3701255 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 GL Trade Overseas, Inc. Delaware 06-1414402 340 Madison Avenue New York, NY 10173 Inflow LLC Delaware 84-1439489 680 E. Swedesford Rd. Wayne, PA 19087 Online Securities Processing Inc. Delaware 77-0589377 680 E. Swedesford Rd. Wayne, PA 19087 SIS Europe Holdings LLC Delaware 41-1511643 680 E. Swedesford Rd. Wayne, PA 19087 SRS Development Inc. Delaware 23-2746281 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Ambit LLC Delaware 04-2766162 100 High Street 19th Floor Suffolk, MA 02110 SunGard Asia Pacific Inc. Delaware 51-0370861 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard Availability Services LP Pennsylvania 23-2106195 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Availability Services Ltd. Delaware 23-3024711 680 E. Swedesford Rd. Wayne, PA 19087 SunGard AvantGard LLC California 95-3440473 23975 Park Sorrento 4th Floor Calabasas, CA 91302 SunGard Business Systems LLC Delaware 23-2139612 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Computer Services LLC Delaware 68-0499469 600 Laurel Road Voorhees, NJ 08043 SunGard Consulting Services LLC Delaware 87-0727844 10375 Richmond Suite 700 Houston, TX 77042 SunGard CSA LLC Delaware 20-4280640 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Development Corporation Delaware 23-2589002 680 E. Swedesford Rd. Wayne, PA 19087 Table of Contents Corporate Information SunGard Data Systems Inc. was incorporated under Delaware law in 1982. Our principal executive offices are located at 680 East Swedesford Road, Wayne, Pennsylvania 19087. Our telephone number is (484) 582-2000. Our corporate website is located at www.sungard.com. The information on, or accessible through, our corporate website is not a part of, or incorporated by reference in, this prospectus. Incorporation By Reference The SEC allows us to incorporate by reference the information we file with them into this prospectus. See Incorporation by Reference. Table of Contents Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices SunGard DIS Inc. Delaware 23-2829670 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Energy Systems Inc. Delaware 13-4081739 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard eProcess Intelligence LLC Delaware 13-3217303 600 Lanidex Plaza Parsippany, NJ 07054 SunGard Financial Systems LLC Delaware 23-2585361 3 Van de Graff Drive Burlington, MA 01803-5148 SunGard Investment Systems LLC Delaware 23-2115509 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Investment Ventures LLC Delaware 51-0297001 680 E. Swedesford Road Wayne, PA 19087 SunGard iWORKS LLC Delaware 23-2814630 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 SunGard iWORKS P&C (US) Inc. Delaware 13-3248040 200 Business Park Dr. Armonk, NY 10504 SunGard Kiodex LLC Delaware 13-4100480 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 SunGard NetWork Solutions Inc. Delaware 23-2981034 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Public Sector Inc. Florida 59-2133858 1000 Business Center Drive Lake Mary, FL 32746 SunGard Reference Data Solutions LLC Delaware 72-1571745 340 Madison Avenue 8th Floor New York, NY 10173 SunGard SAS Holdings Inc. Delaware 26-0052190 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Securities Finance LLC Delaware 13-3799258 14 Manor Parkway Salem, NH 03079 SunGard Securities Finance International LLC Delaware 13-3809371 14 Manor Parkway Salem, NH 03079 SunGard Shareholder Systems LLC Delaware 23-2025519 2300 Main Street Suite 400 Kansas City, MO 64108 SunGard Software, Inc. Delaware 51-0287708 680 E. Swedesford Road Wayne, PA 19087 SunGard Systems International Inc. Pennsylvania 23-2490902 340 Madison Avenue 8th Floor New York, NY 10173 Table of Contents The Notes The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections captioned Description of Senior Notes Due 2018, Description of Senior Notes Due 2020 and Description of Senior Subordinated Notes in this prospectus contain a more detailed description of the terms and conditions of the notes. Issuer SunGard Data Systems Inc. Securities Offered 7 3/8% Senior Notes due 2018. 7 5/8% Senior Notes due 2020. 6.625% Senior Subordinated Notes due 2019. Maturity The senior notes due 2018 mature on November 15, 2018. The senior notes due 2020 mature on November 15, 2020. The senior subordinated notes mature on November 1, 2019. Interest Rate The senior notes due 2018 bear interest at a rate of 7 3/8% per annum. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum. The senior subordinated notes bear interest at a rate of 6.625% per annum. Interest Payment Dates We pay interest on the senior notes due 2018 and the senior notes due 2020 on May 15 and November 15 and on the senior subordinated notes on May 1 and November 1. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, the issue date of the notes. Guarantees Each of our 100% owned domestic subsidiaries that guarantees the obligations under our senior secured credit facilities are initially jointly and severally, fully and unconditionally guaranteeing the senior notes on a senior unsecured basis and the senior subordinated notes on an unsecured senior subordinated basis. Ranking The senior notes are our senior unsecured obligations and: rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes; rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of our existing and future secured debt including obligations under our senior secured credit facilities and the 4.875% senior notes due 2014 (referred to in this prospectus as the senior secured notes ), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes. Table of Contents Similarly, the guarantees of the senior notes are senior unsecured obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including such guarantor s guarantee under the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes. The senior subordinated notes are our unsecured senior subordinated obligations and: rank senior in right of payment to our existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to any or all of our future senior subordinated debt; are subordinated in right of payment to all of our existing and future senior debt (including our senior secured credit facilities, the senior secured notes and the senior notes); and are effectively subordinated in right of payment to all of our existing and future secured debt (including our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior subordinated notes. Similarly, the guarantees of the senior subordinated notes are unsecured senior subordinated obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior subordinated debt; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 31, 2013 PRELIMINARY PROSPECTUS SunGard Data Systems Inc. 7 3/8% Senior Notes due 2018 7 5/8% Senior Notes due 2020 6.625% Senior Subordinated Notes due 2019 The 7 3/8% Senior Notes due 2018 (the senior notes due 2018 ) were issued in exchange for the 7 3/8% Senior Notes due 2018 originally issued on November 16, 2010. The 7 5/8% Senior Notes due 2020 (the senior notes due 2020) were issued in exchange for the 7 5/8% Senior Notes due 2020 originally issued on November 16, 2010. The 6.625% Senior Subordinated Notes due 2019 (the senior subordinated notes ) were issued in exchange for the 6.625% Senior Subordinated Notes due 2019 originally issued on November 1, 2012. The senior notes due 2018, the senior notes due 2020 (collectively, the senior notes ) and the senior subordinated notes are collectively referred to herein as the notes, unless the context otherwise requires. The senior notes due 2018 bear interest at a rate of 7 3/8% per annum and mature on November 15, 2018. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum and mature on November 15, 2020. Interest on the senior notes due 2018 and the senior notes due 2020 is payable on May 15 and November 15 of each year, beginning November 15, 2011. The senior subordinated notes bear interest at a rate of 6.625% per annum and mature on November 1, 2019. Interest on the senior subordinated notes due 2019 is payable on May 1 and November 1 of each year, beginning on November 1, 2013. We may redeem some or all of the notes at any time at the redemption prices set forth in this prospectus. The senior notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness. The senior subordinated notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness, including the senior secured credit facilities, the existing senior notes and the senior notes offered hereby. Each of our 100% owned domestic subsidiaries that guarantees our senior secured credit facilities are initially unconditionally guaranteeing the senior notes with guarantees that rank equal in right of payment to all of the senior indebtedness of such subsidiary, and are initially unconditionally guaranteeing the senior subordinated notes with guarantees that are subordinated in right of payment to all existing and future senior indebtedness of such subsidiary. The notes and the guarantees are effectively subordinated to our existing and future secured indebtedness and that of the guarantors to the extent of the assets securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. See Risk Factors beginning on page 11 for a discussion of certain risks that you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2013. Table of Contents are subordinated in right of payment to all of the applicable guarantor s existing and future senior debt (including such guarantor s guarantee under our senior secured credit facilities, the senior secured notes and the senior notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior subordinated notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior subordinated notes. As of March 31, 2013, (1) the notes and related guarantees ranked effectively junior to approximately $3,949 million of senior secured indebtedness (which includes $250 million face amount of our senior secured notes that are recorded at $247 million and $200 million under our receivables facility which is secured by accounts receivable of our subsidiaries that participate in the facility), (2) the senior notes and related guarantees ranked senior to the $1,000 million of senior subordinated notes, (3) the senior subordinated notes and related guarantees ranked junior to the senior indebtedness under the senior secured credit facilities, the senior secured notes, the senior notes, the receivables facility and $13 million of payment obligations relating to foreign bank debt and capital lease obligations, all of which totaled approximately $5,562 million, (4) we had an additional $828 million of unutilized capacity under our revolving credit facility, after giving effect to certain outstanding letters of credit and (5) our non-guarantor subsidiaries had approximately $211 million (of the $5,562 million described above), which relates to the receivables facility and payment obligations relating to foreign bank debt and capital lease obligations. Optional Redemption Prior to November 15, 2013, we have the option to redeem the senior notes due 2018, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2018 Optional Redemption. Beginning on November 15, 2013, we may redeem some or all of the senior notes due 2018 at the redemption prices listed under Description of Senior Notes Due 2018 Optional Redemption plus accrued and unpaid interest on the senior notes due 2018, if any, to the date of redemption. Prior to November 15, 2015, we have the option to redeem the senior notes due 2020, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2020 Optional Redemption. Table of Contents You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date. TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you in making your investment decision. You should read the entire prospectus, including the financial data and related notes and section entitled Risk Factors, before making an investment decision. Unless the context otherwise indicates, as used in this prospectus, the terms SunGard, we, our, us, and the company and similar terms refer to SunGard Data Systems Inc. and its subsidiaries on a consolidated basis. Some of the statements in this prospectus constitute forward-looking statements. See Forward-Looking Statements. Our Company We are one of the world s leading software and technology services companies. We provide software and technology services to financial services, education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve approximately 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across all of our business segments and create long-term customer relationships. We operate our business in three segments: Financial Systems ( FS ), Availability Services ( AS ) and Public Sector & Education ( PS&E ), which is comprised of our Public Sector business ( PS ) and our K-12 Education business ( K-12 ). On January 19 and 20, 2012, the Company completed the sale of its Higher Education ( HE ) business, which is included in discontinued operations for purposes of this prospectus. FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets. AS provides disaster recovery services, managed services, information availability consulting services and business continuity management software to more than 8,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business. PS&E (PS and K-12) provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public and private schools, utilities, nonprofits and other public sector institutions. We were acquired in August 2005 in a leveraged buy-out ( LBO ) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the Sponsors ). As a result of the LBO, we are highly leveraged and our equity is not publicly traded. Our Sponsors continually evaluate various strategic alternatives with respect to the Company. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, or, if we do, what the structure or timing for any such transaction would be. Table of Contents Table of Additional Registrant Guarantors Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices Advanced Portfolio Technologies, Inc. Delaware 22-3245876 340 Madison Avenue 8th Floor New York, NY 10173 Automated Securities Clearance LLC Delaware 22-3701255 545 Washington Blvd. 7th Floor Jersey City, NJ 07310 GL Trade Overseas, Inc. Delaware 06-1414402 340 Madison Avenue New York, NY 10173 Inflow LLC Delaware 84-1439489 680 E. Swedesford Rd. Wayne, PA 19087 Online Securities Processing Inc. Delaware 77-0589377 680 E. Swedesford Rd. Wayne, PA 19087 SIS Europe Holdings LLC Delaware 41-1511643 680 E. Swedesford Rd. Wayne, PA 19087 SRS Development Inc. Delaware 23-2746281 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Ambit LLC Delaware 04-2766162 100 High Street 19th Floor Suffolk, MA 02110 SunGard Asia Pacific Inc. Delaware 51-0370861 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard Availability Services LP Pennsylvania 23-2106195 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Availability Services Ltd. Delaware 23-3024711 680 E. Swedesford Rd. Wayne, PA 19087 SunGard AvantGard LLC California 95-3440473 23975 Park Sorrento 4th Floor Calabasas, CA 91302 SunGard Business Systems LLC Delaware 23-2139612 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Computer Services LLC Delaware 68-0499469 600 Laurel Road Voorhees, NJ 08043 SunGard Consulting Services LLC Delaware 87-0727844 10375 Richmond Suite 700 Houston, TX 77042 SunGard CSA LLC Delaware 20-4280640 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Development Corporation Delaware 23-2589002 680 E. Swedesford Rd. Wayne, PA 19087 Table of Contents Corporate Information SunGard Data Systems Inc. was incorporated under Delaware law in 1982. Our principal executive offices are located at 680 East Swedesford Road, Wayne, Pennsylvania 19087. Our telephone number is (484) 582-2000. Our corporate website is located at www.sungard.com. The information on, or accessible through, our corporate website is not a part of, or incorporated by reference in, this prospectus. Incorporation By Reference The SEC allows us to incorporate by reference the information we file with them into this prospectus. See Incorporation by Reference. Table of Contents Exact Name of Registrant Guarantor as Specified in its Charter State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification Number Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor s Principal Executive Offices SunGard DIS Inc. Delaware 23-2829670 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Energy Systems Inc. Delaware 13-4081739 601 Walnut St. Suite 1010 Philadelphia, PA 19106 SunGard eProcess Intelligence LLC Delaware 13-3217303 600 Lanidex Plaza Parsippany, NJ 07054 SunGard Financial Systems LLC Delaware 23-2585361 3 Van de Graff Drive Burlington, MA 01803-5148 SunGard Investment Systems LLC Delaware 23-2115509 377 E. Butterfield Road Suite 800 Lombard, IL 60148 SunGard Investment Ventures LLC Delaware 51-0297001 680 E. Swedesford Road Wayne, PA 19087 SunGard iWORKS LLC Delaware 23-2814630 11560 Great Oaks Way Suite 200 Alpharetta, GA 30022 SunGard iWORKS P&C (US) Inc. Delaware 13-3248040 200 Business Park Dr. Armonk, NY 10504 SunGard Kiodex LLC Delaware 13-4100480 59 Maiden Lane, 32nd Floor New York, NY 10038-4624 SunGard NetWork Solutions Inc. Delaware 23-2981034 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Public Sector Inc. Florida 59-2133858 1000 Business Center Drive Lake Mary, FL 32746 SunGard Reference Data Solutions LLC Delaware 72-1571745 340 Madison Avenue 8th Floor New York, NY 10173 SunGard SAS Holdings Inc. Delaware 26-0052190 680 E. Swedesford Rd. Wayne, PA 19087 SunGard Securities Finance LLC Delaware 13-3799258 14 Manor Parkway Salem, NH 03079 SunGard Securities Finance International LLC Delaware 13-3809371 14 Manor Parkway Salem, NH 03079 SunGard Shareholder Systems LLC Delaware 23-2025519 2300 Main Street Suite 400 Kansas City, MO 64108 SunGard Software, Inc. Delaware 51-0287708 680 E. Swedesford Road Wayne, PA 19087 SunGard Systems International Inc. Pennsylvania 23-2490902 340 Madison Avenue 8th Floor New York, NY 10173 Table of Contents The Notes The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The sections captioned Description of Senior Notes Due 2018, Description of Senior Notes Due 2020 and Description of Senior Subordinated Notes in this prospectus contain a more detailed description of the terms and conditions of the notes. Issuer SunGard Data Systems Inc. Securities Offered 7 3/8% Senior Notes due 2018. 7 5/8% Senior Notes due 2020. 6.625% Senior Subordinated Notes due 2019. Maturity The senior notes due 2018 mature on November 15, 2018. The senior notes due 2020 mature on November 15, 2020. The senior subordinated notes mature on November 1, 2019. Interest Rate The senior notes due 2018 bear interest at a rate of 7 3/8% per annum. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum. The senior subordinated notes bear interest at a rate of 6.625% per annum. Interest Payment Dates We pay interest on the senior notes due 2018 and the senior notes due 2020 on May 15 and November 15 and on the senior subordinated notes on May 1 and November 1. Interest accrues from the most recent date to which interest has been paid or, if no interest has been paid, the issue date of the notes. Guarantees Each of our 100% owned domestic subsidiaries that guarantees the obligations under our senior secured credit facilities are initially jointly and severally, fully and unconditionally guaranteeing the senior notes on a senior unsecured basis and the senior subordinated notes on an unsecured senior subordinated basis. Ranking The senior notes are our senior unsecured obligations and: rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes; rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of our existing and future secured debt including obligations under our senior secured credit facilities and the 4.875% senior notes due 2014 (referred to in this prospectus as the senior secured notes ), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes. Table of Contents Similarly, the guarantees of the senior notes are senior unsecured obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including such guarantor s guarantee under the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes. The senior subordinated notes are our unsecured senior subordinated obligations and: rank senior in right of payment to our existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to any or all of our future senior subordinated debt; are subordinated in right of payment to all of our existing and future senior debt (including our senior secured credit facilities, the senior secured notes and the senior notes); and are effectively subordinated in right of payment to all of our existing and future secured debt (including our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior subordinated notes. Similarly, the guarantees of the senior subordinated notes are unsecured senior subordinated obligations of the guarantors and: rank senior in right of payment to all of the applicable guarantor s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes; rank equally in right of payment to all of the applicable guarantor s existing and future senior subordinated debt; Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 31, 2013 PRELIMINARY PROSPECTUS SunGard Data Systems Inc. 7 3/8% Senior Notes due 2018 7 5/8% Senior Notes due 2020 6.625% Senior Subordinated Notes due 2019 The 7 3/8% Senior Notes due 2018 (the senior notes due 2018 ) were issued in exchange for the 7 3/8% Senior Notes due 2018 originally issued on November 16, 2010. The 7 5/8% Senior Notes due 2020 (the senior notes due 2020) were issued in exchange for the 7 5/8% Senior Notes due 2020 originally issued on November 16, 2010. The 6.625% Senior Subordinated Notes due 2019 (the senior subordinated notes ) were issued in exchange for the 6.625% Senior Subordinated Notes due 2019 originally issued on November 1, 2012. The senior notes due 2018, the senior notes due 2020 (collectively, the senior notes ) and the senior subordinated notes are collectively referred to herein as the notes, unless the context otherwise requires. The senior notes due 2018 bear interest at a rate of 7 3/8% per annum and mature on November 15, 2018. The senior notes due 2020 bear interest at a rate of 7 5/8% per annum and mature on November 15, 2020. Interest on the senior notes due 2018 and the senior notes due 2020 is payable on May 15 and November 15 of each year, beginning November 15, 2011. The senior subordinated notes bear interest at a rate of 6.625% per annum and mature on November 1, 2019. Interest on the senior subordinated notes due 2019 is payable on May 1 and November 1 of each year, beginning on November 1, 2013. We may redeem some or all of the notes at any time at the redemption prices set forth in this prospectus. The senior notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness. The senior subordinated notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness, including the senior secured credit facilities, the existing senior notes and the senior notes offered hereby. Each of our 100% owned domestic subsidiaries that guarantees our senior secured credit facilities are initially unconditionally guaranteeing the senior notes with guarantees that rank equal in right of payment to all of the senior indebtedness of such subsidiary, and are initially unconditionally guaranteeing the senior subordinated notes with guarantees that are subordinated in right of payment to all existing and future senior indebtedness of such subsidiary. The notes and the guarantees are effectively subordinated to our existing and future secured indebtedness and that of the guarantors to the extent of the assets securing such indebtedness. This prospectus includes additional information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions. See Risk Factors beginning on page 11 for a discussion of certain risks that you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and other affiliates of The Goldman Sachs Group, Inc. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Such affiliates of The Goldman Sachs Group, Inc. may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2013. Table of Contents are subordinated in right of payment to all of the applicable guarantor s existing and future senior debt (including such guarantor s guarantee under our senior secured credit facilities, the senior secured notes and the senior notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior subordinated notes; and are effectively subordinated in right of payment to all of the applicable guarantor s existing and future secured debt (including such guarantor s guarantee under our senior secured credit facilities and the senior secured notes), to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior subordinated notes. As of March 31, 2013, (1) the notes and related guarantees ranked effectively junior to approximately $3,949 million of senior secured indebtedness (which includes $250 million face amount of our senior secured notes that are recorded at $247 million and $200 million under our receivables facility which is secured by accounts receivable of our subsidiaries that participate in the facility), (2) the senior notes and related guarantees ranked senior to the $1,000 million of senior subordinated notes, (3) the senior subordinated notes and related guarantees ranked junior to the senior indebtedness under the senior secured credit facilities, the senior secured notes, the senior notes, the receivables facility and $13 million of payment obligations relating to foreign bank debt and capital lease obligations, all of which totaled approximately $5,562 million, (4) we had an additional $828 million of unutilized capacity under our revolving credit facility, after giving effect to certain outstanding letters of credit and (5) our non-guarantor subsidiaries had approximately $211 million (of the $5,562 million described above), which relates to the receivables facility and payment obligations relating to foreign bank debt and capital lease obligations. Optional Redemption Prior to November 15, 2013, we have the option to redeem the senior notes due 2018, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2018 Optional Redemption. Beginning on November 15, 2013, we may redeem some or all of the senior notes due 2018 at the redemption prices listed under Description of Senior Notes Due 2018 Optional Redemption plus accrued and unpaid interest on the senior notes due 2018, if any, to the date of redemption. Prior to November 15, 2015, we have the option to redeem the senior notes due 2020, in whole or in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium, as described under Description of Senior Notes due 2020 Optional Redemption. Table of Contents You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference into, this prospectus. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should assume that the information in this prospectus or incorporated by reference into this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date. TABLE OF CONTENTS Page Prospectus Summary 1

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+This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision to purchase the shares. You should carefully read this entire prospectus, as well as the information incorporated by reference herein and therein, before deciding whether to invest in the shares. You should carefully consider the sections entitled Risk Factors in this prospectus and the documents incorporated by reference herein and therein to determine whether an investment in the shares is appropriate for you. The Company Yadkin Valley Financial Corporation is a bank holding company incorporated under the laws of North Carolina ( Yadkin or the Company ) to serve as the holding company for Yadkin Valley Bank and Trust Company, a North Carolina chartered commercial bank, (the Bank ). The Bank began operations in 1968. In 2006, Yadkin was formed to serve as a holding company for the Bank. We offer a wide range of traditional banking products and services for small-to medium-sized businesses, professionals and other individuals in our markets, including commercial and consumer loan and deposit services, as well as mortgage services. We are a community-oriented financial institution. We seek to be the provider of choice for financial solutions to local businesses, professionals and other individuals in our markets who value exceptional personalized service and local decision making. We currently operate in the central piedmont, Research Triangle area and the northwestern region of North Carolina and upstate counties of South Carolina. We believe that we operate in attractive banking markets with long-term growth potential. At September 30, 2012, we had total assets of $1,920.4 million, total gross loans outstanding including loans held for sale of $1,383.6 million, total deposits of $1,651.5 million, and shareholders equity of $155.2 million. Our principal executive offices are located at 209 North Bridge Street, Elkin, North Carolina 28621-3404, and the telephone number is (336) 526-6300. Our website is www.yadkinvalleybank.com. The information on our website does not constitute a part of, and is not incorporated by reference in, this prospectus. The Offering The following summary contains basic information about the shares of Common Stock and is not intended to be complete and does not contain all the information that is important to you. For a more complete understanding of the shares, you should read the section of this prospectus entitled Description of Capital Stock Common Stock. Issuer Yadkin Valley Financial Corporation Maximum number of shares of Common Stock offered by Selling Stockholder 678,566 shares of Common Stock, as described in Summary of the Underlying Transaction. Table of Contents The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholder may 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 18, 2013 PROSPECTUS 678,566 Shares of Common Stock This prospectus relates to the securities identified below that may be offered for sale from time to time by the person named in this prospectus (and its permitted transferees) identified under the heading Selling Stockholder on page 18 of this prospectus who currently owns such securities. Investing in our common stock involves risks. You should carefully consider all of the information set forth in this prospectus, including the risk factors on page 4 of this prospectus, as well as the risk factors and other information contained in any documents we incorporate by reference into this prospectus before investing in our common stock. See Information Incorporated by Reference. This prospectus covers 678,566 shares (the Shares ) of our common stock, $1.00 par value (the Common Stock ) previously issued to the Selling Stockholder as part of a private placement completed on December 26, 2012 (the 2012 Transaction ). The 678,566 shares of Common Stock were issued to the Selling Stockholder in exchange for 2,000 shares of the Company s Fixed Rate Cumulative Series T Perpetual Preferred Stock (the Series T Preferred Stock ) pursuant to the terms of the Share Exchange Agreement dated October 23, 2012 by and among us and the shareholders identified therein (the Share Exchange Agreement ). For a more detailed description of the 2012 Transaction, see Summary of the Underlying Transaction on page 7. We agreed in the Share Exchange Agreement to file this registration statement covering the Shares. The Selling Stockholder, who may sell or otherwise dispose of the Shares, is an initial investor in the 2012 Transaction described above. The Selling Stockholder may offer some or all of the Shares from time to time directly or through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, at prevailing market prices, at prices related to prevailing market prices, at various prices determined at the time of sale or otherwise at negotiated prices. If the Shares are sold through underwriters, broker-dealers, or agents, the Selling Stockholder (or the purchasers of the Shares as negotiated with the Selling Stockholder) will be responsible for underwriting discounts or commissions or agent commissions, if any. The registration of the shares of Common Stock does not necessarily mean that any of the shares will be sold by the Selling Stockholder. The timing and amount of any sale is within the respective Selling Stockholder s sole discretion, subject to certain restrictions. See Plan of Distribution on page 27 of this prospectus. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. Shares of our Common Stock are traded on the NASDAQ Global Select Market under the symbol YAVY . The closing sale price of our Common Stock as reported on the NASDAQ Global Select Market on January 14, 2013 was $3.00 per share. None of the Securities and Exchange Commission (the SEC ), the Federal Deposit Insurance Corporation (the FDIC ), the Board of Governors of the Federal Reserve System, any state or other securities commission or any other federal or state bank regulatory agency has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not savings accounts, deposits, or other obligations of any bank, thrift or other depository institution and are not insured by the FDIC or any other governmental agency or instrumentality. The date of this prospectus is. Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including information included or incorporated by reference in this prospectus, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and which statements are inherently subject to risks and uncertainties. These statements are based on many assumptions and estimates and are not guarantees of future performance. Forward looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as may, would, could, should, will, expect, anticipate, predict, project, potential, continue, assume, believe, intend, plan, forecast, goal, estimate, or other statements concerning opinions or judgments of Yadkin , the Bank, and its management about future events. Factors that could influence the accuracy of such forward looking statements include, but are not limited to, the financial success or changing strategies of the Bank s customers or vendors, actions of government regulators, the level of market interest rates, and general economic conditions. Potential risks and uncertainties that could cause our actual results to differ materially from those anticipated in any forward-looking statements include, but are not limited to, the following: reduced earnings due to higher credit losses generally and specifically because losses in the sectors of our loan portfolio secured by real estate are greater than expected due to economic factors, including declining real estate values, increasing interest rates, increasing unemployment, or changes in payment behavior or other factors; reduced earnings due to higher credit losses because our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral; the rate of delinquencies and amount of loans charged-off; the adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods; results of examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or writedown assets; the amount of our loan portfolio collateralized by real estate, and the weakness in the commercial real estate market; our efforts to raise capital or otherwise increase and maintain our regulatory capital ratios above the statutory and agreed upon minimums, including the impact of the proposed capital rules under Basel III; the impact of our efforts to raise capital on our financial position, liquidity, capital, and profitability; risks and uncertainties relating to not successfully negotiating and entering into definitive agreements with respect to, and closing the, currently contemplated asset dispositions and the asset sales or accelerated foreclosed properties dispositions not occurring within our currently expected ranges for price and other terms, and the pre-tax charges associated with such sales exceeding the pre-tax charges that we currently anticipate; the increase in the cost of capital of our Series T and Series T-ACB Preferred Stock in 2014 if we do not redeem within five years of the date of issuance; adverse changes in asset quality and resulting credit risk-related losses and expenses; Table of Contents Shares Outstanding as of January 14, 2013 41,186,646 shares of Common Stock Use of Proceeds All of the shares of Common Stock sold pursuant to this prospectus will be sold by the Selling Stockholder. We will not receive any of the proceeds from such sales.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the sections titled "Risk Factors," "Special Note Regarding Forward-Looking Statements," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included in this prospectus. Unless the context otherwise requires, we use the terms "Tremor Video," "company," "our," "us," and "we" in this prospectus to refer to Tremor Video, Inc. and, where appropriate, our consolidated subsidiaries. Mission Our mission is to bring the certainty of science to the art of brand marketing. Our Company We are a leading provider of technology-driven video advertising solutions enabling brand advertisers to engage consumers across multiple internet-connected devices including computers, smartphones, tablets and connected TVs. Our clients include some of the largest brand advertisers in the world including all of the top 10 automakers and 9 of the top 10 consumer packaged goods companies. Our relationships with leading brand advertisers and their agencies have helped us create a robust online video ecosystem that includes more than 500 premium websites and mobile applications, over 200 of which partner with us on an exclusive basis. Our proprietary technology, VideoHub, analyzes in-stream video content, detects viewer and system attributes, and leverages our large repository of stored data to optimize video ad campaigns for brand-centric metrics. VideoHub also provides advertisers and agencies with advanced analytics and measurement tools enabling them to understand why, when and where viewers engage with their video ads. Online video advertising is amongst the fastest growing advertising formats in the United States. According to eMarketer, while overall advertising spend is expected to grow by 3.5% on a compounded annual basis between 2012 and 2016, online video advertising spend is expected to grow by 28.9%. eMarketer estimated total U.S. advertising spend in 2012 to be $165.8 billion, of which online video advertising spend was $2.9 billion, or only 1.7%. As online audiences continue to spend more time watching videos, online video advertising spend is projected to reach $8.0 billion in 2016. Within online video advertising, mobile video advertising spend is expected to grow from $244 million to $2.1 billion, reflecting a 71.1% compounded annual growth rate from 2012 to 2016. Despite this tremendous growth, several factors including audience and device fragmentation, inadequate brand-centric measurement and optimization technology, and lack of performance and placement transparency have made it challenging to effectively deliver online video advertising. Our technology is designed to address these challenges. Our VideoHub technology is the backbone of the Tremor Video Network through which we offer advertisers access to engaged consumers at scale in brand safe environments across multiple devices. We specialize in delivering in-stream video advertisements, which are served to viewers immediately prior to or during the publisher's content when viewers are most engaged. This is in contrast to traditional in-banner video advertising, which is served on the periphery of publisher content where viewers may not be directing their attention. We further enhance advertisers' campaigns with innovative ad formats specifically developed to harness the creative aspects of online video, which often result in consumers choosing to extend their interaction with a brand's message significantly past the original ad experience. To align our solutions with the goals of brand advertisers, we offer a number of brand performance-based pricing models for in-stream video advertising such as cost per engagement, or CPE, pricing where we are compensated only when viewers actively engage with advertisers' campaigns. Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Table of Contents As a result, we enable our clients to effectively purchase measurable brand results rather than just impressions or clicks. We also license VideoHub technology to advertisers and their agencies through an intuitive and customizable console, which we call VideoHub for Advertisers, or VHA. We have developed strong relationships with brand advertisers and their agencies, who we believe view us as a strategic and trusted partner with a deep understanding of their industry-specific needs. We have also developed strong relationships with publishers due to our ability to provide consistent yield and monetization for their video content. We continuously evaluate and refine our publisher network to ensure that our advertisers have access to premium video inventory in brand safe environments. We believe these relationships have created a network effect whereby advertisers increase their spend with us because of the results we deliver utilizing our proprietary technology and our publishers' premium inventory, which in turn allows us to attract additional high quality publishers and thereby additional advertising spend. From 2011 to 2012, our revenue increased from $90.3 million to $105.2 million. This included an increase in revenue derived from the delivery of in-stream video advertising from $75.5 million to $99.7 million, or 32.1%. Additionally, over this period, our gross margin improved from 35.2% to 41.7%, driven in part by the adoption of our performance-based pricing models, while our net loss has decreased from $21.0 million to $16.6 million. For the three months ended March 31, 2013 as compared to the same period of 2012, our revenue increased from $17.3 million to $24.8 million, or 43.4%, our gross margin improved from 31.9% to 44.1% and our net loss decreased from $9.1 million to $5.2 million. For the three months ended March 31, 2012 and 2013, our revenue from the delivery of in-stream video advertising increased from $15.7 million to $24.0 million, or 52.9%. As a percentage of total revenue, revenue attributable to performance-based pricing for 2011, 2012 and the three months ended March 31, 2013 was 7.9%, 22.7% and 36.1%, respectively. Industry Background and Market Opportunity Advertisers often view the advertising market as a funnel that maps a potential consumer's purchase decision process from the moment he or she is introduced to a brand to the point of purchase. At the top of the marketing funnel, advertisers are focused on building brand awareness amongst the largest possible number of potential consumers and use reach as the primary metric to measure success. Traditionally, advertisers have preferred national television and outdoor media, such as a Super Bowl commercial or Times Square billboard, to achieve brand awareness. At the bottom of the marketing funnel, advertisers are focused on generating specific actions by a consumer in a short period of time. At this stage of the funnel, advertisers have generally relied on direct response marketing, such as newspaper inserts and coupons, as well as online search and display advertising, where conversions are used to measure campaign success. In the middle of the marketing funnel, advertisers seek to engage consumers and educate them about their brand in order to differentiate themselves from competitors and drive consumer preferences toward a particular branded product to influence future purchase decisions, which we refer to as brand lift. Historically, advertisers have sought to achieve middle of the funnel objectives through print, which can tell a deeper story about a product and its benefits, and allows the reader to linger as long as he or she likes, and to a lesser extent through local and cable television, which offers a more targeted audience for a product's message than national television. Traditional solutions for middle of the funnel marketing have significant limitations because they lack interactivity, the ability to measure and analyze the results of brand-centric ad campaigns in real-time and the ability to adjust campaigns in real-time to optimize for desired performance. We believe in-stream video is a highly effective channel for brand advertisers to meet their middle of the funnel objectives by combining the rich "sight, sound and motion" of television, the opt-in engagement of print and the real-time measurement and optimization capabilities of online. TREMOR VIDEO, INC. (Exact name of Registrant as specified in its charter) Table of Contents Several factors, including the availability of high-speed broadband and mobile network infrastructure, growth of internet-connected devices capable of video consumption, an increase in online video content and a behavioral shift towards online video viewing, are driving robust growth in online video consumption and creating a significant opportunity for in-stream video advertising. As a result, online video advertising is amongst the fastest growing advertising formats in the United States. Tremor Video Technology and Solutions VideoHub powers our video advertising solutions to effectively address the challenges faced by brand advertisers to achieve their middle of the funnel objectives. Through VideoHub we deliver: Brand-centric key performance indicators. We have developed a suite of brand-centric key performance indicators, or KPIs, such as engagement (i.e., the interaction of a viewer with a video ad), brand lift (i.e., a positive shift in preference towards a brand or branded product driven by exposure to a video ad and brand education), and time spent (i.e., the amount of time a viewer spends with a video ad), which are tailored to the needs of brand advertisers. Brand-centric optimization. Using a proprietary algorithm, VideoHub builds a decision tree that predicts performance of the video ad campaign for the chosen KPI based on its analysis of a series of attributes, which we call signals. VideoHub optimizes the campaign for the selected KPI by analyzing the signals of each ad request, such as video player size, geography, publisher, content category, length of video, browser type and viewer data, and prioritizing the delivery of ads that are more likely to perform. In-stream video analysis and categorization. VideoHub performs an analysis on every video stream and categorizes it among one of approximately 72 video content categories enabling us to further optimize a video ad campaign. Ad performance transparency. VideoHub offers advertisers transparency into the workings of its decision tree so that they can understand what signals are driving the performance of their video ad campaigns. Ad placement transparency. VideoHub tracks the number of impressions served to a specific publisher site and whether a video ad placement is fully, partially, or not visible to a viewer, which we refer to as viewability. With this functionality, advertisers know where an ad campaign is running and can validate that their video ads are viewable. Cross site and channel measurement. Our proprietary metric, eQ score+, allows advertisers to compare video inventory quality across different publisher sites by measuring attributes such as viewability, the size of the video player and ad completion rate. In addition, VideoHub provides advertisers and agencies access to metrics that measure audience reach and frequency of viewing by a particular audience, similar to what is used in the television industry, enabling them to compare the brand performance of their online and offline video ad campaigns. The Tremor Video Network offers advertisers access to premium video inventory at scale across multiple internet-connected devices in brand safe environments. Through the Tremor Video Network we deliver: Scale and reach across multiple devices. The Tremor Video Network delivers scale and reach across multiple internet-connected devices, including computers, smartphones, tablets, and connected TVs, enabling our clients to use our solutions to address their online video advertising needs across these devices. We have partnered with more than 500 premium websites and mobile applications, over 200 of which partner with us on an exclusive basis. Delaware 7311 20-5480343 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 53 West 23rd Street New York, New York 10010 (646) 723-5300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Table of Contents Premium video content. We continuously evaluate and refine our publisher network to ensure that our advertisers have access to high performing content in a brand safe environment. Brand safety. Our technology prevents video ads from being served within content that is identified as objectionable for the brand advertiser, including content that contains accidents, distasteful or obscene language, substance abuse, violence, gambling, sex or crime. In-stream video focus. We specialize in delivering in-stream video advertisements, which can be served to viewers immediately prior to or during the publisher's content when they are most engaged. Advanced ad formats. Our proprietary ad formats give brand advertisers the ability to create a more engaging experience across multiple internet-connected devices, allowing viewers to explore content within the ad itself and learn more about the brand. Innovative pricing models. We offer innovative brand performance-based pricing for in-stream video advertising, such as CPE and cost per video completion, or CPVC, pricing where we are compensated only if the video is completed. We also license VideoHub technology, packaged with an intuitive and customizable user interface, to advertisers and their agencies through our VHA solution. Competitive Strengths Our key competitive strengths include: Differentiated and proprietary technology that analyzes in-stream video content, detects viewer and system signals and leverages our large repository of stored data to effectively optimize video ad campaigns for brand-centric metrics, while reducing operational complexity and cost. Our focus on innovation, which has allowed us to develop advanced ad formats, brand-centric performance-based pricing models, in-stream video analysis and categorization, and advanced analytical tools. Our strong multi-channel capabilities, which allow brand advertisers to deliver their video ad campaigns across multiple internet-connected devices. This alleviates their need to pursue an ad hoc approach with multiple providers. Strategic relationships with brand advertisers and their agencies that we serve through our highly experienced sales force and creative teams. Our clients include some of the largest brand advertisers in the world, including all of the top 10 automakers and 9 of the top 10 consumer packaged goods companies. A publisher network consisting of more than 500 premium websites and mobile applications, over 200 of which partner with us on an exclusive basis. Under our exclusive arrangements, the publishers' video inventory is only available through our sales force and our exclusive publishers' sales forces. A large repository of data generated from over 20 billion in-stream video ad impressions delivered through the Tremor Video Network. We leverage this data asset and the insights we have gained from the billions of video impressions we have previously delivered to continuously refine our algorithms and improve our optimization capabilities. William Day President and Chief Executive Officer Tremor Video, Inc. 53 West 23rd Street New York, New York 10010 (646) 723-5300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Growth Strategy The key elements of our growth strategy are to: continue to develop innovative solutions that improve the transparency and enhance the effectiveness of online video advertising; attract new advertisers and agencies and increase our share of advertising budgets from existing advertisers and agencies, and encourage advertisers to adopt performance-based pricing models; increase our penetration in mobile, which includes smartphones and tablets, and connected TV; attract new premium publisher partners and enter into new exclusive relationships where appropriate across multiple devices; pursue high margin licensing opportunities; extend our technology to brand-focused, programmatic buying for online video advertising; and selectively expand our presence internationally. Risks Related to Our Business Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the section of this prospectus captioned "Risk Factors." These risks include, among others: The market in which we compete and our business model is continuing to develop, therefore our past operating results may not be indicative of future performance and our future operating results may fluctuate materially and may increase your investment risk. Unfavorable conditions in the global economy or reductions in digital advertising spend could limit our ability to grow our business and negatively affect our operating results. If we fail to adapt and respond effectively to rapidly changing technology and changing client needs, our solutions may become less competitive or obsolete. The market in which we participate is intensely competitive and fragmented, and we may not be able to compete successfully with our current or future competitors. We may not be able to maintain our access to premium advertising inventory, and our growth could be impeded if we fail to acquire new advertising inventory. If we are unable to protect our intellectual property rights or if it is alleged or determined that our solutions or another aspect of our business infringe the intellectual property rights of others, our business could be harmed. Corporate Information Tremor Video, Inc. was originally organized as Tremor Media, LLC in November 2005 and converted into a corporation named "Tremor Media, Inc." under the laws of the State of Delaware in September 2006. We changed our name to Tremor Video, Inc. in June 2011. Our principal executive office is located at 53 West 23rd Street, New York, New York 10010. Our telephone number is (646) 723-5300. Our website address is www.tremorvideo.com. Information contained in, or accessible through, our website does not constitute a part of, and is not incorporated into, this prospectus. The Tremor Video logo and names Tremor Video, Tremor Video Network, VideoHub, VideoHub for Advertisers, VHA, eQ score+ and other trademarks or service marks of Tremor Video, Inc. appearing in this prospectus are the property of Tremor Video, Inc. and its consolidated subsidiaries. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Copies to: Eric Jensen Nicole Brookshire Peyton Worley Cooley LLP 1114 Avenue of the Americas New York, New York 10036 Tel: (212) 479-6000 Adam Lichstein Senior Vice President, Chief Operating Officer and General Counsel 53 West 23rd Street New York, New York 10010 Tel: (646) 723-5300 Selim Day Michael Nordtvedt Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, New York 10019 Tel: (212) 999-5800 Table of Contents The Offering Common stock offered by Tremor Video 7,500,000 shares Total common stock to be outstanding after this offering 48,498,103 shares Over-allotment option 1,125,000 shares Use of proceeds The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access to the public equity markets, as well as to obtain additional capital. We intend to use the net proceeds from this offering for general corporate purposes. In addition, we may use a portion of the proceeds from this offering for acquisitions of complementary businesses, technologies or other assets, although we do not currently have any plans for any acquisitions. See the section of this prospectus titled "Use of Proceeds."

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+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the documents incorporated by reference herein and annexed hereto, which are described under Incorporation by Reference of Certain Documents, Where You Can Find Additional Information and Annex A: Financial Statements Relating to Legacy Dynegy. You should also carefully consider, among other things, the matters discussed in the section titled Risk Factors. In this prospectus, unless the context requires otherwise, references to the Company, the Issuer, we, our, or us refer to Dynegy and its consolidated subsidiaries, and references to our common stock refer to the common stock of Dynegy. Our Business We are a holding company and conduct substantially all of our business operations through our subsidiaries. Our primary business is the production and sale of electric energy, capacity and ancillary services from our fleet of sixteen operating power plants in six states totaling approximately 11,600 megawatts of generating capacity. This includes the Roseton and Danskammer facilities (the Facilities ) which the DNE Debtor Entities (as defined below) commenced an auction for in November 2012 (the Facilities Auction ) and the Oglesby and Stallings peaking facilities, which we intend to retire by the end of 2012, subject to a reliability assessment by the Midwest Independent Transmission System Operator, Inc. ( MISO ). Notice of the winning bids in the Facilities Auction was provided on December 10, 2012. We began operations in 1984 and became incorporated in the State of Delaware in 2007. We sell electric energy, capacity and ancillary services on a wholesale basis from our power generation facilities. Wholesale electricity customers will, for reliability reasons and to meet regulatory requirements, contract for rights to capacity from generating units. Ancillary services are the products of a power generation facility that support the transmission grid operation, follow real-time changes in load and provide emergency reserves for major changes to the balance of generation and load. We sell these products individually or in combination to our customers under short-, medium- and long-term agreements and hedging arrangements. We do business with a wide range of customers, including: regional transmission organizations ( RTOs ) and independent system operators ( ISOs ), integrated utilities, municipalities, electric cooperatives, transmission and distribution utilities, industrial customers, power marketers, financial participants such as banks and hedge funds, and other power generators. All of our products are sold on a wholesale basis for various lengths of time, from hourly to multi-year transactions. Some of our customers, such as municipalities or integrated utilities, purchase our products for resale in order to serve their retail, commercial and industrial customers. Other customers, such as some power marketers, may buy from us to serve their own wholesale or retail customers or as a hedge against power sales they have made. Recent Events Northeast Generation, Hudson, Roseton and Danskammer (together, the DNE Debtor Entities ) remain in chapter 11 bankruptcy and continue to operate their businesses as debtors-in-possession (the DNE Chapter 11 Cases ). Pursuant to the Settlement Agreement, certain proceeds of the sale of the Facilities (the Facilities Sale ) may be distributed to certain of the Former Creditors. In November 2012, the DNE Debtor Entities commenced an auction for the Facilities and notice of the winning bids was provided on December 10, 2012. On December 10, 2012, Danskammer entered into an asset purchase agreement (the Danksammer APA ) with ICS NY Holdings, LLC ( ICS ) pursuant to which Danskammer will sell to ICS the Danskammer power generation facility and associated real property (the Danskammer Sale ). At closing, Danskammer expects to receive $3.5 million in cash, which will be distributed pursuant to the applicable provisions in the DNE Debtor Entities Joint Plan of Liquidation (as defined below), and ICS will assume certain of Danskammer s liabilities as set forth in the Danskammer APA. On December 14, 2012, the DNE Debtor Entities filed the DNE Entities Joint Plan of Liquidation (the DNE Plan ) and a related disclosure statement (the DNE Disclosure Statement ) with the Bankruptcy Court. On December 17, 2012, Roseton filed with the Bankruptcy Court an agreed upon final form asset purchase agreement (the Roseton APA ) with LDH U.S. Asset Holdings LLC ( LDH Holdings ) pursuant to which Roseton will sell to LDH Holdings Roseton power generation facility and associated real property (the Roseton Sale and together with the Danskammer Sale, the Facilities Sale Transactions ). At closing, Roseton expects to receive $19.5 million in cash (subject to certain purchase price adjustments), which will be distributed pursuant to the applicable provisions in the DNE Debtor Entities Joint Plan of Liquidation, and LDH Holdings will assume certain of Roseton s, liabilities set forth in the Roseton APA. On December 26, 2012, the Bankruptcy Court entered an order approving the Facilities Sale Transactions. The consummation of the Facilities Sale Transactions remains subject to, among other things, required regulatory approval and closing conditions set forth in the Danskammer APA and Roseton APA, as applicable. On January 21, 2013, the DNE Debtor Entities filed an amendment to the DNE Plan and related DNE Disclosure Statement and on January 24, 2013 the Bankruptcy Court entered an order approving the DNE Plan and related DNE Disclosure Statement, as amended. If the Facilities Sale Transactions are not successful, the DNE Debtor Entities may be required to liquidate their remaining assets or convert the DNE Chapter 11 Cases to chapter 7 liquidation under the Bankruptcy Code. Table of Contents EXPLANATORY NOTE On November 7, 2011 Dynegy Holdings, LLC ( DH ), a wholly-owned subsidiary of Dynegy Inc. ( Dynegy ), and four of DH s wholly-owned subsidiaries, Dynegy Northeast Generation, Inc. ( Northeast Generation ), Hudson Power, L.L.C. ( Hudson ), Dynegy Danskammer, L.L.C. ( Danskammer ) and Dynegy Roseton, L.L.C. ( Roseton and, together with DH, Northeast Generation, Hudson and Danskammer, the DH Debtor Entities ) filed voluntary petitions for relief (the DH Chapter 11 Cases ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Court for the Southern District of New York, Poughkeepsie Division (the Bankruptcy Court ). On July 6, 2012, Dynegy filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the Dynegy Chapter 11 Case and, together with the DH Chapter 11 Cases, the Chapter 11 Cases ) as a necessary step in our reorganization. On July 12, 2012, Dynegy and DH, as co-plan proponents, filed the Joint Chapter 11 Plan of Reorganization for DH and Dynegy (the Plan ) with the Bankruptcy Court and on September 10, 2012, the Bankruptcy Court entered an order confirming the Plan (the Confirmation Order ). The Plan provided, among other things, for the merger of DH with and into Dynegy, with Dynegy as the surviving legal entity (the Merger ). On September 30, 2012, we completed the Merger. The accounting treatment of the Merger was reflected as a recapitalization of DH and, similar to a reverse merger, DH is the surviving accounting entity for financial reporting purposes. Therefore, our historical results for periods prior to the Merger are the same as DH s historical results; accordingly, for accounting purposes only, we refer to Dynegy as Legacy Dynegy for periods prior to the Merger. As a result of the accounting treatment of the Merger discussed above, the documents incorporated by reference into this registration statement and previously filed with the Securities and Exchange Commission (the SEC ) include the financial statements and other financial data of DH. In addition, please see Annex A hereto for certain financial statements of Dynegy relating to the DMG Transfer (as defined herein). The consolidated financial statements and related notes incorporated by reference herein and annexed hereto do not give effect to the Plan, including the impact of the adoption of fresh-start accounting, which was adopted upon our emergence from bankruptcy. Such adjustments will be reflected beginning October 1, 2012 in our consolidated financial statements that will be included in our Form 10-K for the year ending December 31, 2012. Please see Unaudited Pro Forma Condensed Consolidated Financial Statements herein for more information. The Plan became effective and Dynegy emerged from chapter 11 protection on October 1, 2012 (the date on which all conditions to effectiveness contemplated under the Plan were satisfied or waived, the Plan Effective Date ). On the Plan Effective Date and in accordance with the terms of the Plan, certain outstanding debt securities of DH (collectively, the DH Notes ), other financial obligations of Dynegy and DH, and the outstanding common stock of Dynegy (the Old Common Stock ) were cancelled. The holders of the DH Notes and certain other holders of claims against DH and Dynegy were characterized as holders of allowed general unsecured claims under the Plan (such holders, the Former Creditors ) and were entitled to receive distributions of our new common stock issued by us upon emergence, as well as a cash payment on the Plan Effective Date. Certain Former Creditors may also be entitled to a future cash distribution upon the sale of the Facilities (as defined herein). The former holders of the Old Common Stock, as the beneficiaries of Dynegy s administrative claim against DH under the Plan, were also entitled to receive distributions of our new common stock and five-year warrants to purchase shares of new common stock (the Warrants ), issued by us upon emergence. Table of Contents Our Corporate Information Our principal executive offices are located at 601 Travis, Suite 1400, Houston, Texas 77002. Our telephone number is (713) 507-6400 and we have a website accessible at www.dynegy.com. The information posted on our website is not incorporated into this prospectus and is not part of this prospectus. Table of Contents The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted. Subject to Completion, dated February 12, 2013 Dynegy Inc. 32,931,493 Shares Common Stock The selling stockholder is offering 32,931,493 shares of common stock, including 1,544,050 shares of common stock issuable upon the exercise of the Warrants issued pursuant to the Plan. We are not selling any shares of common stock under this prospectus. We will not receive any proceeds from the sale of shares to be offered by the selling stockholder. The common stock offered by this prospectus is being registered to permit the selling stockholder to sell the offered common stock from time to time. The selling stockholder may offer and sell the offered common stock at fixed prices, prevailing market prices at the times of sale, prices related to the prevailing market prices, varying prices determined at the times of sale or negotiated prices. The shares of our common stock offered by this prospectus and any prospectus supplement may be offered by the selling stockholder directly to investors or to or through underwriters, dealers or other agents. We do not know when or in what amounts the selling stockholder may offer these shares of common stock for sale. The selling stockholder may sell all, some or none of the shares of common stock offered by this prospectus. See Plan of Distribution on page 46 for a more complete description of how the offered common stock may be sold. Investing in our common stock involves risks. See Risk Factors beginning on page 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Our common stock is currently listed on the New York Stock Exchange, which we refer to as the NYSE, under the symbol DYN. On February 11, 2013, the last reported sale price on the NYSE of our common stock was $19.58. This prospectus is dated , 2013. Table of Contents

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+This summary highlights information contained in or incorporated by reference into this prospectus. This summary may not contain all of the information that you should consider before investing in our securities. You should carefully read this prospectus, including the documents incorporated by reference, which are described under the heading Incorporation of Certain Documents by Reference in this prospectus. All references in this prospectus to Atlantic Coast Financial Corporation, the company, we, us, our, or similar references refer to Atlantic Coast Financial Corporation and its subsidiaries on a consolidated basis, except where the context otherwise requires or as otherwise indicated. All references in this prospectus to Atlantic Coast Bank refer to Atlantic Coast Bank, the wholly-owned banking subsidiary of Atlantic Coast Financial Corporation. Our Company We are a thrift holding company headquartered in Jacksonville, Florida. Through our principal subsidiary Atlantic Coast Bank, a federally chartered thrift supervised by the Office of the Comptroller of the Currency, we serve the northeastern Florida and southeastern Georgia markets. Atlantic Coast Bank was originally established in 1939 as a credit union to serve the employees of the Atlantic Coast Line Railroad. In November 2000, Atlantic Coast Bank converted from a credit union to a federally chartered mutual savings bank. In February 2011, we were formed to serve as the sole stockholder and holding company of Atlantic Coast Bank following a conversion from a mutual holding company to a stock corporation. Atlantic Coast Bank has traditionally focused on attracting retail deposits and investing those funds in one- to four-family residential mortgage loans, home equity loans, commercial real estate loans and, to a lesser extent, automobile and consumer loans. Atlantic Coast Bank has also originated multi-family residential mortgage loans, commercial business loans and construction loans. Over the last five and a half years, our capital has been reduced significantly due primarily to credit losses directly resulting from the economic downturn that began in 2007. To reduce credit risk and preserve capital during the downturn, our management determined that it was in Atlantic Coast Bank s best interest to reduce or cease certain of our lending activities. These included the (i) 2007 change in our guidelines on one- to four-family and home equity lines and loans, followed by the cessation of home equity line originations in late 2008, (ii) 2008 cessation of land and development lending, (iii) 2009 cessation of lending on income-producing commercial real estate, and (iv) 2009 reduction in our one- to four-family lending originations, followed by the 2012 cessation of all such originations. Although this strategy did help us preserve capital and reduce our credit risk, it also led to a significant contraction in Atlantic Coast Bank s lending business. More recently, however, Atlantic Coast Bank has begun to stabilize its financial condition and with steps we have taken and plan to take, we believe that we are positioned to make a full recovery. This offering is part of a new business strategy to raise capital, change leadership through changes to our senior management and board of directors and re-enter and expand traditional lines of business. As the economy and demand for residential lending in our primary market area continue to improve, we plan to resume one- to four-family originations as well as home equity lending, with tightened credit qualifying standards. We also intend to reestablish our lending for income-producing commercial real estate, with higher credit qualifying standards in debt service coverage, contingent debt restrictions and loan-to-value ratios, as rental rates and values in our primary market area stabilize and cash flow from such rentals becomes more sustainable. In recent months, we have been able to improve our financial condition and preserve Atlantic Coast Bank s core franchise. Our net losses have continued to narrow, to $4.5 million in the first nine months of 2013, from $6.4 million and $6.3 million during the same periods in 2012 and 2011, respectively. As described in further detail below, our net losses for the first nine months of 2013 were negatively impacted by merger-related costs of $1.3 million, which costs will not continue. Our active management of non-performing loans, which have decreased to 3.49% of total portfolio loans at September 30, 2013, from 5.76% and 8.94% as of December 31, 2012 and 2011, respectively, has significantly contributed to the reduction in net losses. At September 30, 2013, we also had cash on hand and unpledged securities of $101.6 million to support our liquidity needs. We believe that additional capital raised in this offering combined with a new and experienced management team will allow us to grow our franchise and return to profitability. TABLE OF CONTENTS 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS Market Opportunity We believe that we are well positioned to take advantage of opportunities available in the markets we serve. We operate seven branches and one administrative office in the greater Jacksonville, Florida market and four branches in the southeastern Georgia market. In addition, we have a small business administration (SBA) lending office in Orlando, Florida, which makes small business loans in northeastern Florida, southeastern Georgia, South Carolina and North Carolina. As a result of the economic downturn and industry consolidation and acquisitions, we are one of the few remaining independent community-based financial institutions headquartered in northeastern Florida with leveragable scale and branch coverage. In addition, through our branch network in southeastern Georgia, we have a strong source of stable fee generating deposit accounts. The Jacksonville metropolitan statistical area (MSA), with deposits of $48 billion as of June 30, 2013, is the third largest market in Florida by deposits, with an above average compounded annual deposit growth rate of 7.6% from 2008 to 2013 compared to 3.2% for the state of Florida. Jacksonville has a diversified industry base with manufacturing, aerospace, information technology and life sciences as major industries. It is generally less dependent on tourism and lower-skill retail industries, and hence more resilient, than other areas in Florida. In addition, Jacksonville has the third largest military presence in the United States as the MSA is home to four major military facilities, further stabilizing the area s population and economy. Further, the Port of Jacksonville is the third largest port in Florida and the 17th largest port in the United States, and is currently the source of nearly 65,000 jobs. It is estimated that the Port of Jacksonville averages a $19 billion annual impact on the local economy, which is expected to increase with substantial planned growth upgrades to be implemented in 2015. Due to the Jacksonville MSA s improving economy, the unemployment rate has declined from 11.4% at its peak in January 2010 to 6.7% at August 31, 2013. The northeast Florida economy is trending up with single family home sales increasing from 12,586 in 2008, to 17,718 in 2012 and 21,884 on an annualized basis through September 30, 2013. Average median home prices have followed this upward trend increasing from $125,000 in December 2011 to $135,000 in December 2012 and $170,600 through September 30, 2013. The northeastern Florida banking market is dominated by three national banks that hold approximately 80% of the market share of deposits. There are very few community banks in this market with a critical mass of our asset size and branch office network. With the additional capital raised in this offering combined with a new and experienced management team, we believe we will have the opportunity to aggressively compete for commercial and small business loans and deposits as well as reemerge as a strong mortgage lender in an upward-trending residential market. Economic Downturn As the economic downturn began in 2007 and continued into mid-2009, our business incurred credit and other losses that collectively were significant and reduced our capital and weakened our financial condition. As a result, our management team took action to reduce our assets and change the mix of those assets in order to preserve capital and improve liquidity. Our non-performing loans increased from $7.8 million, or 1.1% of total portfolio loans, at December 31, 2007 to their peak of $46.6 million, or 8.9% of total portfolio loans, at December 31, 2011. We have experienced cumulative net losses of $67.8 million from 2008 through September 30, 2013. The deterioration in our financial condition also led to reduced sources of liquidity other than deposits, which caused Atlantic Coast Bank to maintain high levels of cash and investments in securities, rather than investing in higher yielding loans. Additionally, despite capital preservation actions, our total risk-based capital ratio and Tier 1 capital ratio fell from 12.1% and 7.7% at December 31, 2007, to 10.3% and 4.9% at September 30, 2013, respectively. As a result of the deterioration in our asset quality, operating performance and capital adequacy, on August 10, 2012, we entered into a Consent Order with Atlantic Coast Bank s primary banking regulator, the Office of the Comptroller of the Currency (the Consent Order), which required us, among other things to develop capital plans to achieve and maintain a total risk-based capital ratio that equals or exceeds 13.0% and a Tier 1 capital ratio that equals or exceeds 9.0% by December 31, 2012. Atlantic Coast Bank is not in compliance with these capital requirements as of September 30, 2013. 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 NOVEMBER 19, 2013 PRELIMINARY PROSPECTUS $42 million Atlantic Coast Financial Corporation Common Stock We are offering to sell $42 million of our common stock, par value $0.01 per share. Our common stock is listed on the Nasdaq Global Market under the symbol ACFC. On November 15, 2013, the last reported sale price for our common stock was $3.90 per share. Investing in our common stock involves substantial risks. You should carefully consider the matters discussed under the section entitled Risk Factors beginning on page 12 of this prospectus. These securities are not savings accounts, deposits or other obligations of a bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. None of the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, any state securities commission or any other state or federal bank regulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions 1 $ 2 $ Proceeds before expenses to us $ $ Net proceeds after estimated expenses to us $ $ (1) Please see Underwriting beginning on page 49 of this prospectus for additional information regarding the underwriting agreement. (2) Excludes up to $15.0 million to be purchased by certain of our officers, directors, insiders and existing shareholders pursuant to a directed share program, for which the underwriting discounts and commissions will be one percent (1%). See Underwriting Directed Share Program. We have granted the underwriters an option, exercisable within 30 days of the date of this prospectus, to purchase up to additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments of shares of our common stock, if any. If the underwriters exercise the over-allotment option in full, then the estimated net proceeds to us will be $ . The underwriters expect to deliver the shares of our common stock to purchasers against payment on or about , 2013. FBR The date of this prospectus is , 2013. TABLE OF CONTENTS Recent Performance Trends For the third quarter of 2013, we reported a net loss of $0.9 million or $0.38 per diluted share compared with a net loss of $1.7 million or $0.66 per diluted share for the third quarter of 2012. For the first nine months of 2013, our net loss totaled $4.5 million or $1.81 per diluted share compared with a net loss of $6.4 million or $2.55 per diluted share for the first nine months of 2012. Our results for the first nine months of 2013 included $1.3 million in costs associated with our proposed merger with Bond Street Holdings, Inc., which failed to win approval of our stockholders at a June 11, 2013 special meeting. We believe that in order to more clearly assess our fundamental operations, it is appropriate to adjust our reported net losses for the first nine months of 2013 to exclude these merger-related costs. On this basis, our adjusted net loss for the first nine months of 2013 was $3.2 million or $1.29 per diluted share, respectively. Adjusted net loss is a non-GAAP measurements. See the reconciliation of GAAP and non-GAAP measures provided in Reconciliation of GAAP and Non-GAAP Measures. Significant developments in the third quarter included: Net loss decreased 44% to $0.9 million for the third quarter of 2013 from $1.7 million for the same quarter in 2012 and decreased 40% from $1.6 million for the second quarter of 2013. Adjusted net loss decreased 49% to $3.2 million for the nine months ended September 30, 2013, from $6.4 million for the nine months ended September 30, 2012. Non-performing assets decreased 27% to $25.1 million or 3.51% of total assets at September 30, 2013, from $34.2 million or 4.35% of total assets at September 30, 2012, and decreased 1% from $25.2 million or 3.40% of total assets at June 30, 2013. Annualized net charge-offs to average loans decreased to 1.87% for the third quarter of 2013 from 2.78% for the year-earlier third quarter and increased from 1.79% in the second quarter of 2013. The table below illustrates the trend of improved credit quality from December 31, 2008 through September 30, 2013: At September 30, 2013 At December 31, 2012 2011 2010 2009 2008 (dollars in thousands) Non-performing Loans (NPLs) $ 13,603 $ 24,884 $ 46,615 $ 28,125 $ 35,150 $ 25,535 Real Estate Owned 11,472 8,065 5,839 9,940 5,028 3,332 Classified Loans 24,728 37,405 59,321 33,573 42,037 29,916 Allowance for Loan Losses (ALLL) 9,522 10,889 15,526 13,344 13,810 10,598 % of ALLL to NPLs 70.00 % 43.76 % 33.31 % 47.45 % 39.29 % 41.50 % % of ALLL to Classified Loans 38.51 % 29.11 % 29.03 % 39.75 % 32.85 % 35.43 % Turnaround Plan We have begun developing and implementing a recovery plan to grow our business, increase liquidity, bolster capital, decrease cost of funds and return to profitability. We believe these actions will allow us to revitalize Atlantic Coast Bank and to aggressively compete in our northeastern Florida and southeastern Georgia markets. The key elements of our plan are: Raising capital through this public offering; Implementing new leadership, beginning with the hiring of a new Chief Executive Officer and making changes and additions to our board of directors; Continue to improve our asset quality; and Reentering historical lines of business and expanding our lending platform. Changes in Senior Management and our Board of Directors On September 10, 2013, we announced our decision to name John K. Stephens, Jr. as our next Chief Executive Officer and President, and a director, and on September 23, 2013, our board of directors appointed TABLE OF CONTENTS James D. Hogan as our Chief Financial Officer and a director. The appointment of Mr. Hogan is contingent upon receipt of regulatory non-objection from the Office of the Comptroller of the Currency and the Federal Reserve Bank of Atlanta. John K. Stephens, 50. Mr. Stephens is a 23-year veteran of the banking and financial services industry. From 2006 to 2011, he served as chief lending officer for the Central and North Florida operations of Fifth Third Bank, N.A., overseeing a loan portfolio of almost $2 billion and responsible for strategic leadership for all wholesale banking activities in that market area. Mr. Stephens began his career in 1986 with Wachovia Bank, N.A., where he started as a regional banking officer, later became a relationship manager responsible for originating and managing senior debt and ancillary service relationships with corporate clients, and was ultimately selected to start and lead a leveraged finance group. From 2011 to September 2013, Mr. Stephens served as President of Orlando, Florida-based Tower Bridge Capital, Inc., a privately held mezzanine debt and strategic advisory firm focused on emerging growth companies. Mr. Stephens received an MBA, with a concentration in corporate finance and capital markets, from the University of Notre Dame, Mendoza Graduate School of Business, and earned a Bachelor of Arts degree from the University of South Carolina. Mr. Stephens brings significant and varied banking experience to our company, including work within our northeastern Florida market, and is well-positioned to lead us towards the goal of building a well-capitalized and profitable community bank. James D. Hogan, 69. Mr. Hogan most recently served as Executive Vice President and Chief Financial Officer of Customers Bancorp, Inc. from October 2012 to August 2013, and as Customers Bank s Executive Vice President and Director of Enterprise Risk Management from June 2010 to October 2012. From May 2005 to June 2010, Mr. Hogan was retired and did some private consulting. From April 2001 to May 2005, Mr. Hogan was Chief Financial Officer and Executive Vice President of Sovereign Bancorp, Inc. Prior to Sovereign, he was Executive Vice President and Corporate Controller of Firstar Bancorp (now US Bancorp) from October 1987 through April 2001. Mr. Hogan passed the CPA examination in 1970 and kept an active license as a Certified Public Accountant through 2005. From 1970 through 1976 he was a bank audit specialist with Coopers and Lybrand and was the Controller of The Idaho First National Bank (West One Bank) from 1976 through 1987. Mr. Hogan graduated from Miami University in 1970 with a B.S. in Accounting. Mr. Hogan s extensive and lengthy experience in the banking industry as a chief financial officer as well as in the risk management and audit related areas will provide significant value to the board. Effective October 21, 2013, when the resignation of our Interim President, Chief Executive Officer and Chief Financial Officer, Thomas B. Wagers, Sr., became effective, Marshall D. Stone, age 58, who had served as the Controller of the Company and the Bank since 2003, became our Interim Principal Accounting Officer. In addition to Mr. Stephens and Mr. Hogan, we have added three new members to our board of directors to replace three members of the board who decided not to stand for re-election at our 2013 annual meeting: Kevin G. Champagne, 63. Mr. Champagne, who has been named Chairman of our board of directors, is currently retired, and began his career in 1971 with New Bedford Five Cent s Savings Bank, which changed its name to Seacoast Financial Services Corporation ( Seacoast ), in New Bedford, Massachusetts, in the Management Training Program. Mr. Champagne advanced through the bank, culminating in being appointed the President and Chief Executive Officer of Seacoast in 1994. Mr. Champagne tenure as President and Chief Executive Officer of Seacoast included achieving growth through acquisitions, successful completion of an Initial Public Offering together with a mutual to stock conversion, improving profitability and increasing stockholder dividends, as well as the ultimate sale of Seacoast to Sovereign Bancorp in 2004. Mr. Champagne also served on Sovereign Bank s Board of Directors until 2007. Mr. Champagne brings extensive expertise in banking, serving as senior management and on a board of directors and growing a successful bank. John J. Dolan, 56. Mr. Dolan, who has been named Vice Chairman of our board of directors is currently retired, and was employed by First Commonwealth Financial Corporation, and its predecessor, headquartered in Indiana, Pennsylvania, from 1980 until 2011. He most recently served as the President and Chief Executive Officer, after serving the company, and its predecessor, as TABLE OF CONTENTS Chief Financial Officer for 20 years. He helped transform First Commonwealth Financial Corporation from a bank with $200 million in assets to a publicly traded bank holding company with $6 billion in assets. Mr. Dolan brings extensive experience as the strategic and financial leader of a community bank, including raising capital, the development of executive management, and achieving growth through acquisitions. Dave Bhasin, 62. Mr. Bhasin is Chief Executive Officer of D.B. Concepts, a privately-held company that operates franchised restaurants with locations throughout eastern Pennsylvania. Prior to starting D.B. Concepts, Mr. Bhasin held various technology and business management positions with Air Products & Chemicals, Inc. and International Business Machines Corporation. Mr. Bhasin s extensive business background will provide valuable insight and perspective to our board of directors. Implementation of Revised Business Strategy As a result of the economic downturn and industry consolidation and acquisitions, we are one of the few remaining independent community-based financial institutions headquartered in northeastern Florida with leveragable scale and branch coverage. We believe that, with appropriate capital levels, we will be well-positioned to take advantage of the opportunities available in our markets. Upon the successful completion of this offering and the increase in Atlantic Coast Bank s capital by an estimated $39.2 million, we intend to take immediate action to deal with the financial uncertainty related to our non-performing assets and return to our community and mortgage banking roots. We also intend to reinforce our efforts in the business banking market by recruiting talented lenders to serve a small business market which we believe is largely underserved by large national and regional banks. We also believe that there continues to be significant potential to expand our warehouse lending division, which we started in 2009 but has not been in a position to grow to its full potential due to Atlantic Coast Bank s capital and liquidity constraints. We anticipate that the growth momentum we have in our SBA lending division will continue and with the creation of new business deposit products, it can be a source of new low cost deposits. Until our mortgage banking and small business lending units are fully built out, we intend, for the short term, to supplement our originated loans with the purchase of select agency-qualifying and jumbo mortgages, as well as other types of loans that meet our credit quality standards and are in industries and local markets familiar to our management. Manage Non-Performing Assets. We have continued to aggressively manage our non-performing assets. As a result, non-performing assets have declined steadily over the last 18 months. At September 30, 2013, we had $13.6 million of non-performing loans and $11.5 million of owned real estate (OREO), for an aggregate of $25.1 million of non-performing assets. In the normal course of our business, we look to manage non-performing assets through the method which results in the highest recovery for us. Current strategies we employ to manage non-performing assets include, but are not limited to, the workout of non-performing assets through foreclosure and sale of collateral, deed-in-lieu, loan restructures, and note sales to third parties. To date, we have generally resolved non-performing loans and disposed of OREO on an individual asset basis. Our allowance for loan losses and the carrying value of collateral dependent loans and OREO reflect our current expectation for resolution or disposition. As part of our ongoing management of non-performing assets, we regularly evaluate the portfolio and individual assets to determine the least costly method of disposal. This evaluation periodically includes conversations with potential acquirers of distressed assets on a whole-loan or pool basis. Following the rejection of the proposed merger with Bond Street Holdings, Inc. by our stockholders at our June 11, 2013 special meeting, our board of directors immediately began to evaluate alternatives to raise capital in the near term. As part of this evaluation, and after consultation with our financial advisors, we identified a bulk sale of non-performing assets as a possible strategy that could be pursued to improve our financial position if we were successful in our capital raising efforts. The successful completion of this offering and receipt of the net proceeds described in Use of Proceeds would increase our regulatory capital to a level that would enable us to consider the disposition of the majority of our non-performing assets in bulk sales. This could reduce the significant ongoing costs and efforts needed to resolve non-performing assets through our usual loan workout and foreclosure disposition process, while still maintaining our regulatory capital ratios at levels that are compliant TABLE OF CONTENTS with the Consent Order. We believe such a reduction in non-performing assets would also enable management and our board of directors to focus on carrying out our new business strategy. Based on our management team s limited due diligence and preliminary indications of value from third party brokers, management has estimated a possible bulk sale value of certain assets. If all the assets we obtained preliminary indications of value on were sold at the prices currently estimated by the brokers, we believe we would have dispositions with a book value between $19 million and $20 million and the range of loss on the dispositions would be from $6.3 million to $8.6 million, reducing our ratio of non-performing assets to total assets to approximately 1% by March 31, 2014. However, as of the date hereof, we have not received any letters of intent or firm bids with respect to the any of the non-performing assets, and the estimates are based upon the sales of a sample group of loans which would likely change prior to the execution of the sale, should it occur. Therefore these estimated losses reflect only our management team s current estimates based on their prior experience and current market assumptions and on our discussions with potential acquirers of these assets. Any loss on disposition of assets could have a significant impact on us by increasing our net operating losses, thereby decreasing our equity and negatively impacting our regulatory capital ratios. Additionally, the potential loss on a bulk sale disposition of assets would likely be greater because such methods of disposition typically occur at substantial discounts to individual disposition methods. Our non-performing loans are comprised primarily of residential mortgages and commercial real estate loans, which totaled $8.2 million and $2.3 million, respectively, as of September 30, 2013. Residential mortgages are generally measured for impairment in the aggregate under ASC 450, with charge-offs being applied to individual loans at the time the loans become non-performing, typically 90 days past due. Commercial real estate loans are measured for impairment individually under ASC 310-10-35-22, and related paragraphs. In addition to residential mortgages and commercial real estate loans, our non-performing loan portfolio consists of consumer loans, home equity loans, other commercial loans, and land and multi-family loans, which totaled $1.0 million, $0.8 million, $0.8 million, and $0.5 million, respectively, as of September 30, 2013, since we have not made a definitive decision to sell these loans and will not be able to make such a decision until a successful capital raise is completed, the mix of loans that might be subject to a bulk sale has not yet been determined. Therefore, none of our loans have been valued assuming a bulk sale, and rather have been valued based on our current intentions for individual disposition. However, if we do come to a definitive decision to sell these loans, we currently believe that the loans sold would consist primarily of residential mortgages and commercial real estate loans. In addition, regardless of what loans are included in a possible bulk sale, approximately 95% of our current non-performing portfolio is collateral dependent. Therefore we would estimate that approximately 95% of the loans included in any bulk sale would be collateral dependent. Assuming the completion of this offering, we believe our capital ratios would allow us to meet or exceed the capital requirements mandated by the Consent Order. The below table sets forth our September 30, 2013 regulatory capital ratios on an actual basis and on an as adjusted basis to give effect to this offering. At September 30, 2013 Actual At September 30, 2013 As Adjusted 1 Total capital (to risk weighted assets) 10.30 % 19.34 % Tier 1 capital (to risk weighted assets) 9.04 % 18.13 % Tier 1 capital (to adjusted assets) 4.88 % 9.78 % Tangible common equity (to tangible assets) 4.18 % 9.17 % (1) Assumes net proceeds to us of $39.2 million in this offering and no shares are sold pursuant to our directed share program. In the event we are able to complete a disposition of non-performing assets, in addition to completing this offering with net proceeds to us of $39.2 million, our total risk-based capital ratio and Tier 1 capital ratio would be 18.99% and 9.33%, respectively. In addition, our Tier 1 capital (to risk weighted assets) and tangible common equity (to tangible assets) ratios would be 17.74% and 8.70%, respectively. These calculations assume a loss of $7.4 million on such a disposition of non-performing assets (reflecting the approximate midpoint of the estimated loss range), and also assume that the loss of $7.4 million will include a $3.6 million charge-off against current reserves for non-performing loans. TABLE OF CONTENTS Our ability to formally pursue a sale of these non-performing assets in a bulk sale is dependent on our ability to raise a sufficient amount of capital that would allow us to meet the capital requirements mandated by the Consent Order and the receipt of regulatory non-objection to pursue a bulk sale strategy as described herein. In the event this offering is not successful, the negative impact to our current capital levels that would result from a bulk sale would be too great in view of the Consent Order s capital requirements, and we believe it is likely that our primary regulators would not consent to such a sale. Under the Consent Order, we must receive non-objection from our primary regulators prior to making material changes to our business plan. Based upon management s discussions with our primary regulators, we believe that, unless this offering is successful, a bulk sale of this nature would likely not receive regulatory non-objection due to the material impact it would have on our current capital levels. Therefore, unless we complete this offering and receive the net proceeds described in Use of Proceeds, we would not pursue a bulk sale. If this offering is successful, management believes that the necessary regulatory non-objection would be granted, although there can be no assurances of that. In the absence of the increased capital base we would achieve through a successful offering, we intend to continue to manage our balance sheet in general, including our non-performing assets, in a manner consistent with our current practices. We would attempt to maximize our proceeds from the disposal of non-performing assets through the workout of those assets by foreclosure and sale of collateral, deed-in-lieu, and loan restructures, note sales to third parties, and other methods which would result in the least costly method of disposal. Circumstances impacting the determination of the least costly method of disposal include current market conditions, condition of collateral, carrying costs (including taxes, insurance, receivership, and collateral protection), legal expenses, and other costs required to manage the assets. We are not currently aware of any conditions in which we would be economically compelled to sell non-performing loans, and even if we were so compelled, any such sale would be subject to the receipt of regulatory non-objection. Reenter Mortgage Banking. We intend to reenter the business of originating one- to four-family residential loans for investment or for sale. Due to operating and expense issues, we shut down our internal mortgage origination division in late 2012, and moved to a referral model. After significant analysis and study, we believe that substantial opportunities exist in our markets for reentering the mortgage origination business. Although nationally there has been a decrease in refinancing activity, the real estate recovery in Florida is continuing and represents opportunities for significant growth. Small Business Banking. We believe providing loans and other banking services to small businesses represents a significant opportunity for growth in our market, which is dominated by three national banks that have approximately 80% of the market share. Since many of the community banks in our markets have been weakened or shut-down over the last five years, we believe that the banking needs of many small businesses are being overlooked. We intend to create a team of experienced small business lenders with a goal of becoming the small business lending leader in our markets through the delivery of commercial and commercial real estate loans to what we believe is an underserved market. We intend to expand relationships with business loan customers through the sale of innovative cash management products priced for small businesses. Warehouse Lending and SBA Lending. We will use the new capital raised in this offering to continue to expand our warehouse lending and SBA lending activities. Since 2009, when we first entered the warehouse lending business, we experienced steady growth in our warehouse lending business and we currently have annualized production of approximately $1.0 billion resulting in average outstanding balances of $43.9 million. The average yield on warehouse loans in 2013 is 5.04%. We entered the SBA lending business in late 2010 and have quickly become a local market leader with annualized sales of $7.0 million resulting in annualized gains of $0.8 million. The growth in both lines of business has been constrained due to our capital and liquidity issues. We believe that both warehouse and SBA lending are very profitable and, with the proper level of capital, expect these lines of business to experience significant growth. Our warehouse lending programs are considered lines of credit to third-party originators collateralized by mortgages, and as such, are structured as financing arrangements under ASC 860. These loans are always paid-off at their par value, and the gain on the sale of the mortgages is income for the third-party originator. It is our policy to classify warehouse loans as held-for-investment, with a 100% risk weighted asset classification TABLE OF CONTENTS for regulatory capital purposes. This is a departure from our treatment of warehouse loans at and prior to December 31, 2012, when we reported such loans as held-for-sale, and also from our treatment at and prior to September 30, 2012, when warehouse loans were classified as 50% risk weighted assets for regulatory capital purposes. These changes did not have a material impact on the calculation of our regulatory capital ratios. Operating Expenses. We intend to continue to aggressively manage our operating expenses. Aside from new costs associated with loan growth, operating expenses are expected to decline significantly as we dispose of our non-performing assets and continue to see decreases in the rate of new non-performing loans. In 2012 non-interest expense totaled $23.4 million, and we incurred $2.7 million in collection expense and repossessed asset losses. Non-interest expense for the nine months ended September 30, 2013 was $18.1 million, inclusive of $1.3 million from merger-related expenses, and included $1.6 million of collection expense and repossessed asset losses. Besides reduced collection costs, we expect compliance with the capital requirements of the Consent Order will, lead to significant reductions in risk related costs, such as FDIC and other insurance costs, and outside professional expenses. Credit and Funding Costs. Following the successful completion of this offering, our credit costs are expected to decline as Atlantic Coast Bank executes on plans to dispose of non-performing assets to reach a level of approximately 1% of assets by March 31, 2014. In addition, Atlantic Coast Bank has a high cost of funds due to approximately $203 million in debt which has a weighted average interest rate of 4.61% as compared to its deposit cost of 0.69%. As of September 30, 2013, this debt was comprised of advances totaling $110 million from the Federal Home Loan Bank of Atlanta ( FHLB ), collateralized by loans, investment securities and cash of $121.4 million, and $92.8 million of structured notes under reverse repurchase agreements with two counterparties collateralized by investment securities of $117.7 million. The debt matures as follows: Amount Maturing Securities Sold Under Agreements to Repurchase FHLB Advances Total (Dollars in thousands) 2013 $ $ $ 2014 26,500 26,500 2015 10,000 20,000 30,000 2016 5,000 20,000 25,000 2017 25,000 65,000 90,000 Thereafter 26,300 5,000 31,300 Total $ 92,800 $ 110,000 $ 202,800 As the debt begins to mature beginning in 2014, our net interest margin should improve dramatically through 2017 as these funds are replaced with much less costly deposits Atlantic Coast Bank acquires from our retail network using promotions and other attractive product offerings that we have successfully used to replace maturing broker deposits over the last two years. We also may supplement these deposits, if needed, with certificates of deposit sourced through a well-known national non-broker internet deposit program. We have successfully utilized the national non-broker internet deposit program in the past. As of September 30, 2013 the prepayment penalties for the FHLB advances and the reverse repurchase agreements were $11.5 million and $11.2 million, respectively. TABLE OF CONTENTS Reconciliation of GAAP and Non-GAAP Measures The following table provides a reconciliation of net loss and loss per diluted share in accordance with GAAP to adjusted net loss and adjusted loss per diluted share, both non-GAAP measures, in accordance with applicable regulatory requirements. We provide non-GAAP earnings information to improve the comparability of our results and provide additional insight into our results. Three Months Ended Nine Months Ended September 30, 2013 June 30, 2013 September 30, 2012 September 30, 2013 September 30, 2012 (Dollars in thousands, except per share amounts) Non-interest expense as reported $ 5,026 $ 6,247 $ 5,590 $ 18,130 $ 16,970 Less merger-related costs 1,137 1,294 Adjusted non-interest expense $ 5,026 $ 5,110 $ 5,590 $ 16,836 $ 16,970 Net loss as reported $ (929 ) $ (1,554 ) $ (1,669 ) $ (4,522 ) $ (6,374 ) Less merger-related costs 1,137 1,294 Adjusted net loss $ (929 ) $ (417 ) $ (1,669 ) $ (3,228 ) $ (6,374 ) Loss per diluted share as reported $ (0.38 ) $ (0.62 ) $ (0.66 ) $ (1.81 ) $ (2.55 ) Less merger related costs 0.45 0.52 Adjusted loss per diluted share $ (0.38 ) $ (0.17 ) $ (0.66 ) $ (1.29 ) $ (2.55 ) Efficiency ratio as reported 93.37 % 105.67 % 75.03 % 104.51 % 78.96 % Effect of merger-related costs % 19.23 % 7.46 % Adjusted efficiency ratio 93.37 % 86.44 % 75.03 % 97.05 % 78.96 % TABLE OF CONTENTS The Offering Common Stock offered by us shares ( shares if the underwriters option to purchase additional shares is exercised in full). Common Stock to be outstanding after this offering shares ( shares if the underwriters option to purchase additional shares is exercised in full). Use of proceeds We intend to use the net proceeds of this offering for general corporate purposes, including contributing substantially all of the net proceeds of the offering to Atlantic Coast Bank to maintain capital ratios at required levels and to support growth in Atlantic Coast Bank s loan and investment portfolios. See Use of Proceeds. Dividend policy We have not paid dividends to our common stockholders since July 2009 and do not currently intend to pay dividends. Our ability to pay dividends is limited by the Supervisory Agreement (Supervisory Agreement) with the Board of Governors of the Federal Reserve System (FRB). Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon a number of factors, including our regulatory compliance status, earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate and other factors deemed relevant by our board of directors. See Dividend Policy. Nasdaq Global Market Symbol ACFC Ownership restrictions Because we are a thrift holding company, a holder of shares of our common stock (or group of holders acting in concert) that (a) directly or indirectly owns, controls or has the power to vote more than 5% of the total voting power of the company, (b) directly or indirectly owns, controls or has the power to vote 10% or more of any class of voting securities of the company, (c) directly or indirectly owns, controls or has the power to vote 25% or more of the total equity of the company, or (d) is otherwise deemed to control the company through control of the company s management and policies or otherwise under applicable regulatory standards, may be subject to important restrictions, such as prior regulatory notice or approval requirements and applicable provisions of the Federal Deposit Insurance Corporation (FDIC) Statement of Policy on Qualifications for Failed Bank Acquisitions. In addition, the FRB regulations provide that for a period of three years following the date of the completion of our February 2011 second step conversion, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of our equity securities without the prior written approval of the FRB. Further, our articles of incorporation provide that in no event will any person who beneficially owns more than 10% of the then-outstanding shares of common stock, be entitled or TABLE OF CONTENTS permitted to vote any of the shares of common stock held in excess of the 10% limit, unless, prior to acquiring beneficial ownership of such shares in excess of the 10% limit, such acquisition was approved by a majority of the unaffiliated directors (as defined in our articles of incorporation).

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+PROSPECTUS SUMMARY The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. References to the Company, we, us, our and similar words refer to PuraMed Bioscience Inc. PURAMED BIOSCIENCE INC. Background PuraMed BioScience, Inc. ( PuraMed or the Company ) was incorporated in Minnesota on May 9, 2006 as a wholly-owned subsidiary of Wind Energy America, Inc. (formerly Dotronix, Inc. ) for the purpose of engaging in the business of developing and marketing non-prescription over-the-counter healthcare products to remedy various ailments. In late 2006, PuraMed s former parent company decided to spin off its PuraMed subsidiary and related healthcare products business. Accordingly, on April 12, 2007, Wind Energy America, Inc. affected a spin-off of PuraMed to shareholders of Wind Energy America, Inc. on a pro rata dividend basis of one common share of PuraMed for each five common shares of Wind Energy America, Inc. Since the April 12, 2007 effective date of the spin-off, PuraMed and Wind Energy America, Inc. have operated separately, with their respective managements, businesses, assets and capital structures being completely independent from each other. Detailed information regarding this spin-off of PuraMed from Wind Energy America, Inc. (formerly Dotronix, Inc.) is contained in a Form 8-K and exhibit thereto which were filed with the SEC on April 10, 2007, and can be readily accessed at the SEC website www.sec.gov. Overview of Business The Company is engaged in the business of developing and marketing a line of non-prescription medicinal or healthcare products to be marketed through various retail channels under the LipiGesic brand and trademark. In an effort to add continuity to all of PuraMed s products, the Company trademarked the brand name LipiGesic . The Company has recently completed all product development and design packaging for our initial three products, LipiGesic M (Migraine), LipiGesic H (Tension Headache) and LipiGesic PM (Insomnia). The Company entered the Over-The-Counter (OTC) healthcare products marketplace in December 2009, by employing direct to consumer marketing for our migraine remedy via television commercials and print articles. The Company is currently undergoing substantial activities to gain broad retail distribution through mainstream drug store chains, mass merchandisers, and food chains. The Company has gained a retail presence in two of the top national chain drug stores, Walgreens and CVS. The number of stores now stocking our LipiGesic M migraine product is approaching 15,000 stores. The Company is also in negotiations with several additional large retailers to stock our LipiGesic M, migraine product. PuraMed is now implementing our marketing campaign utilizing our successful clinical study. The Company is executing our marketing campaign utilizing our clinical trials to overcome consumer and retailer skepticism and provide third party validation of our migraine products efficacy. In addition, the Company has begun a second clinical study that focuses specifically on children and adolescents. The Company s overall marketing efforts will have a strong consumer emphasis including a social marketing campaign, medical community detailing and sampling, continuing medical education (CME) program for doctors and pharmacists, medical conference participation and celebrity endorsements. The Company also intends to continue to develop and grow our intellectual property portfolio, which is expected to substantially enhance shareholder value. Our scientific team has gained significant and exciting evidence from our initial research and management, which we expect will assist us in the development of a new generation of botanically derived anti-inflammatory and pain management products with broad applications. Our common stock is quoted on the OTCBB under the symbol PMBS. On February 7, 2013, the closing price of our common stock was $0.09 per share. Our executive offices are located at 1326 Schofield Avenue, Schofield, WI 54476, and our telephone number at such office is (715) 359-6373. Recent Developments None About This Offering This offering relates to the resale of up to 7,000,000 shares of our common stock, which are the Shares that we will put to TCA pursuant to the Equity Agreement. The 7,000,000 shares included in this prospectus represent a portion of the aggregate shares issuable to the Selling Security Holder under the Equity Agreement. Pursuant to the Equity Agreement: TCA agreed to purchase from the Company, from time to time, in the Company s discretion (subject to the conditions set forth therein), for a period of twenty-four (24) months, commencing on the effective date of the registration statement filed by the Company for resale of the Shares issuable under the Purchase Agreement, up to $2,000,000 of the Company s common stock; Pursuant to a registration rights agreement between the Company and TCA entered into in connection with the Equity Agreement, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the SEC ) for the resale of not less than the maximum number of shares of common stock allowable pursuant to Rule 415 under the Securities Act, of shares of common stock issuable under the Equity Agreement; The purchase price for the shares of common stock sold under the Equity Agreement will be equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company s common stock for the five (5) consecutive trading days (the Pricing Period ) after the Company delivers to TCA an Advance notice in writing (the Market Price ) requiring TCA to advance funds to the Company, subject to the terms of the Equity Agreement. The maximum amount of common stock that TCA shall be obligated to purchase with respect to any single Advance under the Equity Agreement will be the greater of: (i) an amount calculated by multiplying the Market Price applicable to the relevant Advance notice by 200,000 shares or (ii) two hundred percent (200%) of the average daily volume of shares of common stock traded during the immediately preceding five (5) consecutive trading days applicable to the relevant Advance notice. As further consideration for TCA entering into and structuring the equity facility, the Company shall pay to TCA a fee by issuing to TCA that number of shares of the Company s common stock that equal a dollar amount of one hundred and fifteen thousand dollars ($115,000) (the Facility Fee Shares ). It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $115,000. In the event the value of the Facility Fee Shares issued to TCA does not equal $115,000 after a ninth month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action to adjust the number of shares issued. In addition to the Facility Fee Shares, the Company shall pay to TCA a one-time administrative fee of $12,500 and a one-time due diligence fee of $10,000. We relied on an exemption from the registration requirements of the Securities Act. The transaction does not involve a private offering, TCA is an accredited investor and/or qualified institutional buyer and TCA has access to information about the Company and its investment. At an assumed purchase price under the Purchase Agreement of $0.0855 (equal to 95% of the closing price of our common stock of $0.09 on February7, 2013), we will be able to receive up to $598,500 in gross proceeds, assuming the sale of the entire 7,000,000 Shares being registered hereunder pursuant to the Equity Agreement. At an assumed purchase price of $0.0855 under the Equity Agreement, we would be required to register approximately 16,392,000 additional shares to obtain the balance of $2,000,000 under the Equity Agreement. The Company is currently authorized to issue 45,000,000 shares of its common stock. TCA has agreed, subject to certain exceptions listed in the Equity Agreement, to refrain from holding an amount of shares which would result in TCA or its affiliates from owning more than 4.99% of the then-outstanding shares of the Company s common stock at any one time. We will bear the expenses of this offering, which we estimate to be approximately $12,300, including legal expenses of approximately $6,000, accounting expenses of approximately $5,500, and miscellaneous expenses, including printer costs, of approximately $800. There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Agreement. These risks include dilution of stockholders, significant decline in our stock price and our inability to draw sufficient funds when needed. TCA will periodically purchase our common stock under the Equity Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to TCA to raise the same amount of funds, as our stock price declines. Neither the Equity Agreement nor any rights of the parties under the Equity Agreement may be assigned or delegated to any other person. Summary of the Shares Offered by the Selling Security Holder Common Stock Offered by the Selling Security Holder 7,000,000 shares of common stock. Common Stock Outstanding Before the Offering 31,933,153 as of February 7, 2013 Common Stock Outstanding After the Offering 38,933,153 shares, assuming the sale of all of the shares being registered in this Registration Statement. Terms of the Offering The Selling Security Holder will determine when and how it will sell the common stock offered in this prospectus. Termination of the Offering Pursuant to the Equity Agreement, this offering will terminate twenty-four (24) months after the registration statement to which this prospectus is made a part is declared effective by the SEC. Use of Proceeds We will not receive any proceeds from the sale of the shares of common stock offered by the Selling Security Holder. However, we will receive proceeds from the sale of our common stock under the Equity Agreement. The proceeds from the offering will be used for working capital and general corporate purpose, including repayment of amounts owed under the Company s Promissory Note in favor of TCA in the principal amount of $350,000, effective July 10, 2012 (the Promissory Note ). See Use of Proceeds. Risk Factors The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See Risk Factors beginning on page 11. OTCBB Symbol PMBS

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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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+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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+Cost of Sales and Gross Profit For the three and nine months ended September 30, 2012, our cost of sales was $1,531,824 (86% of revenues) and $2,174,795 (67% of revenues), respectively, compared to $159,383 (70% of revenues) and $209,830 (70% of revenues), respectively, for the three and nine months ended September 30, 2011. In 2012, our cost of sales as a percentage of revenues was higher for the three months ended September 30, as compared to the nine months ended September 30, because of a larger percentage of sales made at lower margins during the third quarter as compared to year to date. Operating Expenses Operating Expenses for 2012 Our total operating expenses of $822,897 for the three months ended September 30, 2012 consisted of general and administrative expenses of $361,052 (44% of the total operating expenses), salaries and commissions of $265,960 (32% of the total operating expenses), and professional fees of $195,885 (24% of the total operating expenses). Our total operating expenses was 46% of our revenues for the period. Our total operating expenses of $2,335,240 for the nine months ended September 30, 2012 consisted of general and administrative expenses of $1,126,837 (48% of the total operating expenses), salaries and commissions of $679,022 (29% of the total operating expenses), and professional fees of $529,381 (23% of the total operating expenses). Our total operating expenses was 72% of our revenues for the period. Our total operating expenses for the nine months ended September 30, 2012 was a significantly higher percentage of our revenues as compared to the three months ended September 30, 2012 (72% versus 46%) because of non-recurring expenses associated with going public along with one time advertising expenses and stocking fees. Operating Expenses for 2011 Our total operating expenses of $227,520 for the three months ended September 30, 2011 consisted of general and administrative expenses of $92,234 (41% of the total operating expenses), salaries and commissions of $58,454 (26% of the total operating expenses), and professional fees of $76,832 (34% of the total operating expenses). Our total operating expenses was 99% of our revenues for the period. Our total operating expenses of $384,099 for the nine months ended September 30, 2011 consisted of general and administrative expenses of $194,258 (51% of the total operating expenses), salaries and commissions of $77,320 (20% of the total operating expenses), and professional fees of $112,521 (29% of the total operating expenses). Our total operating expenses was 128% of our revenues for the period. Because our operations were new, our revenues were low, and we were not getting the benefit of any economies of scale, we do not believe that our operating expenses for 2011 are indicative of our financial performance going forward. Operating Loss For the three and nine months ended September 30, 2012, our operating loss was $574,005 and $1,263,788, respectively, compared to $158,572 and $293,999, respectively, for the three and nine months ended September 30, 2011. Our operating loss increased significantly in each period as compared to the same period last year because our operations were new in 2011 and we were not incurring expenses at the same magnitude as in 2012. Other Expenses Other Expenses for 2012 Our total other expenses of $463,439 for the three months ended September 30, 2012 consisted of derivative losses of $377,685 and interest expense of $85,754. Our total other expenses of $591,059 for the nine months ended September 30, 2012 consisted of derivative losses of $328,267 and interest expense of $262,792, both of which are non-operating expenses. Other Expenses for 2011 Our total other expenses of $538 for the three months ended September 30, 2011 consisted entirely of interest expense. Our total other expenses of $4,302 for the nine months ended September 30, 2011 also consisted entirely of interest expense. Net Loss For the three and nine months ended September 30, 2012, our net loss was $1,037,444 and $1,854,847, respectively, compared to $159,110 and $298,301, respectively, for the three and nine months ended September 30, 2011. For the nine months ended September 30, 2012, after adjusting for derivative losses of $328,267, interest expense of $262,792, and other non-recurring expenses such as $196,880 associated with going public, and $535,980 of advertising and slotting fees, our recurring net loss was approximately $530,928. Liquidity and Capital Resources Introduction Our principal needs for liquidity have been to fund operating losses, working capital requirements, and debt service. Our principal source of liquidity as of September 30, 2012 consisted of cash of $44,593. We expect that working capital requirements and debt service will continue to be our principal needs for liquidity over the near term. Working capital requirements are expected to increase as a result of our anticipated growth. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. Management s plan to meet our operating expenses is through equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans. Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2012 and December 31, 2011, respectively, are as follows: September 30, December 31, 2012 2011 Change Cash $ 44,593 $ 38,658 $ 5,935 Total Current Assets 751,580 274,919 476,661 Total Assets 845,501 304,602 540,899 Total Current Liabilities 1,022,228 674,351 347,877 Total Liabilities 2,972,212 674,351 2,297,861 Our cash increased slightly from $38,658 as of December 31, 2011 to $44,593 as of September 30, 2012 from the proceeds of convertible debt. Total current assets increased by $476,661, from $274,919 as of December 31, 2011 to $751,580 as of September 30, 2012, primarily because of an increase in accounts receivable of $233,732 and an increase in prepaid expenses and other current assets of $215,513. Prepaid expenses are primarily advertising contracts to promote our Clotamin product. These same increases were primarily responsible for our increase in total assets. Cash Requirements We had cash available as of September 30, 2012 of $44,593. Based on our current revenues, cash on hand, and our current net monthly burn rate of approximately $150,000, we will need to continue to raise money from the issuance of equity and/or convertible debt to fund operations. Sources and Uses of Cash Operations Our net cash used in operating activities was ($1,412,279) for the nine months ended September 30, 2012, compared to net cash provided by operating activities of $61,989 for the nine months ended September 30, 2011. This increase is a result of increased operations as described earlier. For the nine months ended September 30, 2012, our net cash used in operating activities consisted primarily of our net loss of $1,854,847, offset by an accretion of debt discount of $171,717, change in fair value of embedded conversion derivative liabilities of $328,267, plus a decrease in accounts receivable of $233,732, decrease in prepaid expenses and other current assets of $215,513, and an increase in accounts payable and accrued liabilities of $444,003. Investments Our net cash used in investing activities was $89,190 for the nine months ended September 30, 2012, compared to $55,627 for the nine months ended September 30, 2011. For both periods our net cash used in investing activities consisted entirely of the purchase of property and equipment. Financing Our net cash provided by financing activities was $1,507,404 for the nine months ended September 30, 2012, compared to $19,351 for the nine months ended September 30, 2011. For the nine months ended September 30, 2012, our net cash provided by financing activities consisted of proceeds from convertible debt of $1,450,000 and net proceeds from lines of credit of $57,404. Off-balance sheet arrangements As of September 30, 2012, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources that are material to investors. Critical accounting policies and estimates Our critical accounting policies are set forth in Note 3 Summary of Significant Accounting Policies, to our financial statement footnotes. Recent accounting pronouncements We have evaluated recent pronouncements and do not expect their adoption to have a material impact on our financial position or statements. Results of Operations for the Year Ended December 31, 2011 compared to Year Ended December 31, 2010 Results of Operations Summary of Results of Operations Year Ended December 31, 2011 2010 Revenue $ 862,750 $ 75,305 Costs and Expenses: Cost of goods sold 453,553 9,255 General and administrative 313,826 59,576 Salaries and commissions 233,838 8,133 Professional fees 144,080 452 Total Operating Expenses 1,145,297 77,416 Operating Loss (282,547 ) (2,111 ) Other Expense 18,551 10,428 Interest expense (14,266 ) (7,217 ) Net loss $ (296,813 ) $ (9,328 ) Operating Loss; Net Loss Our net loss increased by $287,485, from ($9,328) to ($296,813), from the year ended 2010 compared to 2011. Our operating loss increased by $280,436, from ($2,111) to ($282,547) for the same period. Our losses increased even though our revenues increased by $787,445 from 2010 to 2011. The increase in operating loss and net loss compared to the prior year is primarily a result of our increase in expenses, especially our cost of goods sold (increased by $444,298), our general and administrative expenses (increased by $254,250), our salaries and commissions (increased by $225,705) and our professional fees (increased by $143,628). These changes in our revenues and expenses are detailed below. Revenue Our 2011 net revenue increased by $787,445, to $862,750 compared to $75,305 for the year ended December 31, 2010, primarily due to an increase in our sales of hard-to-find drugs, which was largely a result of additional licenses we received in 2011. On January 1, 2011, we had licenses to sell drugs in 10 states. As of December 31, 2011 we had licenses to sell drugs in 24 states. The more states we can sell into the greater number of purchasers, such as clinics, hospitals, etc. that we can access. For example, as of December 31, 2010, we had approximately six different entities to which we sold drugs, compared to 129 different entities as of December 31, 2011. These additional purchasers were the primary for our increase in sales. Currently, we expect to have licenses in approximately 40-45 states by December 31, 2012, which should lead to increased sales in 2012 compared to 2011. Notably, we had gross sales of $1.4 million and $425,000 for the years ended December 31, 2011 and 2011, respectively, but we did not recognize the portion of these gross sales we received from Healthrite Pharmaceuticals in the calculation of our net revenue since Healthrite was owned and controlled by Mackie Barch, our sole officer and director, and Healthrite bore most of the risk for the purchasing and selling of the drugs, with us acting more as a sales agent for Healthrite due to licensing restrictions. Recently, Healthrite notified us that due to the cost and effort to maintain a pharmaceutical license it has surrendered its pharmaceutical license and will no longer be selling pharmaceuticals, effective April 10, 2012. We do not expect this action to have a material impact on our business since we now have our own direct relationship with suppliers and resellers of hard-to-find drugs, but it will allow us to recognize all the revenue from our product sales rather than having a disparity between our gross sales and the net revenue we recognize since we will no longer be sourcing the drugs from a related party. Of our total net revenue of $862,750 for the year ended December 31, 2011, $244,897 of that net revenue was net revenue, related party, which was the revenue generated from the markup of the drugs we purchased from Healthrite during the latter half of 2011, and the remaining $617,853 was revenue generated primarily from the resale of hard-to-find drugs we purchased from third party vendors. As noted above, we purchase our hard-to-find drugs from a wide variety of small vendors depending on the particular hard-to-find drug that is being sought. Our current vendors are small, regional pharmaceutical wholesalers. No one vendor or hard-to-find drug represents a material amount of our revenue or business. Approximately 70% of our purchase orders are for under $1,000 each, so our business is a volume business and not reliant on one or even a few vendors or drugs. Cost of Goods Sold Our cost of goods sold is the direct costs attributable to the production of the operations that produce our revenues. In 2011 our cost of goods sold was $453,553, and was primarily related to product costs. In 2010 our cost of goods sold was $9,255, and was also primarily related to product costs. We believe our costs of goods sold will continue to increase as we increase our overall business and recognize increased product sales. As noted above, as we receive additional licenses, gain additional access to purchasing entities and increase our sales, our cost of sales will also increase. General and Administrative Expenses General and administrative expenses increased by $254,250, to $313,826 for the year ended December 31, 2011, compared to $59,576 for the year ended December 31, 2010. In 2011, our general and administrative expenses consisted primarily of shipping costs, costs for human resources, depreciation expense, costs of business licenses and permits, merchant services and bank fees, rent expense, and other general expenses, compared to 2010 when our general and administrative expenses consisted primarily of merchant services and bank fees, and other general expenses. The increase in our general and administrative expenses primarily resulted from the increase in shipping costs, costs for human resources, depreciation expense, costs of business licenses and permits and rent expense. Salaries and Commissions Our salaries and commissions for the year ended December 31, 2011 were $233,838, compared to $8,133 for the year ended December 31, 2010. For 2011, the majority of our salaries and commissions were paid as commissions to our sales force and $49,000 was paid to Mackie Barch, our sole officer and director. Professional Fees Our professional fees for the year ended December 31, 2011 were $144,080, compared to $452 for the year ended December 31, 2010. The significant increase in our professional fees was primarily due to increased professional fees we incurred for legal, accounting, and other consulting services due to our overall increase in business operations. Interest Expense Interest expense increased by $7,049, to ($14,266), and is primarily attributable to the interest expense on our line of credit and advances from related parties. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have no disclosure required by this item. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with us held by each person, and the date such person became a director or executive officer. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and officers are described below. Name Age Position(s) Mackie Barch 37 President, CEO, Secretary, and Director Eric Clarke 39 Chief Financial Officer Mackie Barch, age 37, is our President, Chief Executive Officer, Secretary, sole director, and co-founder of Healthcare Distribution Specialists, now known as Pharmagen Distribution, LLC, which is our wholly-owned subsidiary. Before launching PDS, Mr. Barch co-founded Global Nutritional Research LLC (GNR) in July 2007, which manufactures over-the-counter products for a specific disease based on Rx/OTC interaction, and continues to work with GNR but GNR currently has de minis assets and operations. The Company purchase products from GNR, and may continue to do so in the future. Prior to founding PDS and GNR, from late 2006 to 2007, Mr. Barch was involved in numerous financial and operational aspects of Global Pharmaceutical Sourcing (GPS). Prior to working for GPS, Mr. Barch was employed as Assistant Vice President in institutional equities at Friedman, Billings, & Ramsey (FBR), an investment bank and broker-dealer, from 2001 to 2006. During his career, Mr. Barch has participated in numerous equity offerings. Mr. Barch graduated the University of Colorado-Boulder with a BA in Economics. Mr. Barch is currently an elected official in the State of Maryland, serving as a City Council Member in Kensington, MD, and has been since his election in 2009. The Company determined that Mr. Barch s background with PDS and in the pharmaceutical and finance industries made him the ideal candidate for appointment to the board of directors and as an officer of the Company. Mr. Barch was also President of the National Blood Clot Alliance Chapter in Washington, D.C., hosting charity events to raise awareness about the prevalence of Thrombophilia and clot prevention. Eric Clarke, age 39, has served as our Chief Financial Officer since December 31, 2012. Mr. Clarke brings over 17 years of extensive health care and financial expertise. From January through August 2012, Mr. Clarke was pursuing personal opportunities. Beginning in September 2012 and until his appointment as the CFO, Mr. Clarke provided consulting services to us regarding our financial reporting requirements. From 2008 through 2011, Mr. Clarke served as an Assistant Vice President at MedStar Health, a $4 billion diversified health system in the Washington D.C. region. As the leader in charge of the Internal Audit function, Mr. Clarke oversaw all financial and operational audits, was instrumental in building an effective internal audit function, and reported to the Audit and Compliance Committee of Medstar Health. Prior to MedStar, from 2006 to 2008, Mr. Clarke served as the Managing Director in charge of the Washington D.C. Risk Management Practice for Accume Partners, a national professional services firm, providing expert advice and service in forensic accounting, SEC reporting, and Sarbanes-Oxley Compliance. Mr. Clarke has authored numerous presentations and articles in the accounting and compliance arena, as well as been featured in several publications, such as Compliance Week and Practical Accountant. Mr. Clarke is a member of the Virginia Society of Certified Public Accountants, holds a Master s Degree in Accounting from George Washington University and a Bachelor s Degree from Wheaton College. Family Relationships There are no family relationships among any of our officers, directors, or greater-than-10% shareholders. EXECUTIVE COMPENSATION Executive Compensation We currently have a written employment agreement with Mackie Barch, our Chief Executive Officer and sole director. All of our executives are at-will employees. Summary Compensation Table The following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, and Chief Financial Officer for the fiscal years ended December 31, 2011, 2010 and 2009. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Mackie Barch (1) 2011 49,000 -0- -0- -0- -0- -0- -0- 49,000 CEO and President 2010 -0- -0- -0- -0- -0- -0- -0- -0- 2009 -0- -0- -0- -0- -0- -0- -0- -0- Scott Beaudette (2) 2011 20,000 -0- -0- -0- -0- -0- -0- 20,000 Former CEO 2010 20,000 -0- -0- -0- -0- -0- -0- 20,000 and President 2009 -0- -0- -0- -0- -0- -0- -0- -0- Eric Clarke (3) 2011 -0- -0- -0- -0- -0- -0- -0- -0- CFO 2010 -0- -0- -0- -0- -0- -0- -0- -0- 2009 -0- -0- -0- -0- -0- -0- -0- -0- (1) Mr. Beaudette resigned as an officer and director on February 13, 2012. Prior to his resignation, pursuant to his management agreement, Mr. Beaudette was to receive $5,000 per quarter. (2) On February 13, 2012, Mr. Barch was appointed as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. As compensation for such services, Mr. Barch was to receive a monthly fee of $1,000. Compensation for Mr. Barch prior to February 13, 2012 includes amounts paid to Mr. Barch by PDS, our wholly-owned subsidiary. PDS has no formal agreement with Mr. Barch and during 2011 it paid Mr. Barch what it could afford at various times up through October 1, 2011, including $4,000 in June 2011, $5,000 in July 2011, $7,000 in August 2011,and $6,000 in September 2011, for a total of $22,000 through October 1, 2011. Starting on October 1, 2011, PDS paid Mr. Barch $9,000 per month for each of October 2011, November 2011 and December 2011. Beginning on January 1, 2012, PDS began paying Mr. Barch $7,000 every two weeks, but there is no agreement to cover this payment. On October 9, 2012, we entered into an employment agreement with Mr. Barch to pay him a salary of $170,000 per year. (3) Mr. Clarke was appointed as our Chief Financial Officer on December 31, 2012. Mr. Clarke does not have a written employment agreement, but is paid a salary of $150,000 per year. Director Compensation For the years ended December 31, 2011 and 2010, none of the members of our Board of Directors received compensation for his or her service as a director. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity. We intend to develop such a policy in the near future. Outstanding Equity Awards at Fiscal Year-End On June 18, 2012, our Board of Directors approved the Sunpeaks Ventures, Inc. 2012 Omnibus Stock Grant and Option Plan and set aside 40,000,000 shares of our common stock for issuance thereunder. Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards. As of the date of this Prospectus, we have not made any awards under the Plan. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this Prospectus, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director; (ii) each person who owns beneficially more than 10% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group. Name and Address Common Stock Ownership(1) Percentage of Common Stock Ownership(2) Class A Preferred Stock Ownership(1) Percentage of Class A Preferred Stock Ownership(3) Percent of Total Voting Rights(5)(7) Mackie Barch (4)(9) 224,000,000 58.8 % 3,000,000 100.0 % 76.9 % Eric Clarke (8)(9) -0- - % -0- - % - % All Officers and Directors as a Group (2 Persons) 224,000,000 58.8 % 3,000,000 100 % 76.9 % (1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. (2) Based on 381,125,288 shares of common stock issued and outstanding as of January 18, 2013. (3) Based on 3,000,000 shares of Class A Preferred Stock issued and outstanding as of January 18, 2013. (4) Includes shares of common stock and Class A Preferred Stock held of record by Old Line Partners, LLC. Bethesda Holdings, LLC is the manager of Old Line Partners, LLC and has sole voting power over the shares. Mackie Barch is the sole member and manager of Bethesda Holdings, LLC. Bethesda may instruct Old Line to sell no more than 1% of the outstanding securities of Pharmagen, Inc. in an 90-day period and deliver the proceeds to Bethesda. (5) Class A Preferred Shares have 100:1 voting rights and 5:1 conversion rights to common stock. (6) Evelyn Quintero has voting power over the shares held by Whetu, Inc. (7) Calculated based on total outstanding votes of the Company, including 381,125,288 votes held by the holders of our common stock and 300,000,000 votes held by the holders of our Class A Preferred Shares, for a total of 684,174,069 votes. (8) Eric Clarke is the sole member and manager of Beauchamp Capital Holdings, LLC, which is a member of Old Line Partners, LLC. Beauchamp does not have any voting control over the shares held by Old Line Partners. Beauchamp may instruct Old Line to sell no more than 1% of the outstanding securities of Pharmagen, Inc. in an 90-day period and deliver the proceeds to Beauchamp. (9) Unless noted otherwise, the address is c/o Pharmagen, Inc., 9337 Fraser Ave., Silver Spring, MD 20910. The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than as set forth above. There are no current arrangements which will result in a change in control. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our wholly-owned subsidiary, PDS, had an arrangement with Healthrite Pharmaceuticals, a specialty pharmacy owned by our sole officer and director, Mr. Barch. Pursuant to the arrangement Healthrite would purchase pharmaceutical products directly from manufacturers and then resell them to PDS. During the quarter ended June 2012, Healthrite notified us that due to the cost and effort to maintain a pharmaceutical license it has surrendered its pharmaceutical license and will no longer be buying and selling pharmaceuticals. During the years ended December 31, 2011 and 2010, PDS purchased $1.1 million and $425,000, respectively, of inventory from HealthRite, which was then resold to customers. During 2010 and the first half of 2011, we resold the drugs we purchased from Healthrite at the same price we purchased them, basically acting as the selling arm of Healthrite. This was done since we had certain licenses to sell products in states where Healthrite did not have licenses and it enabled us to get additional name recognition. Starting in mid 2011 we began marking up the product we purchased from Healthrite by 25% when we sold it to third-party purchasers. We do not expect Healthrite s decision to surrender its pharmaceutical license to have a material impact on our business. On June 14, 2011, PDS entered into an asset acquisition agreement with Global Nutritional Research LLC ( GNR ), a limited liability company in Maryland controlled by Mr. Justin Barch, the brother of Mackie Barch, one of our officers and director. Under the terms of the agreement, PDS acquired all assets, properties, goodwill, and other rights related to GNR in exchange for assuming all debts currently held by GNR. The agreement was formally ratified and signed by us and GNR on August 12, 2011. During the years ended December 31, 2011 and 2010, PDS, an entity controlled by Mackie Barch, one of our officers and director, loaned us $200,100 and $0, respectively, which was used to fund our operations. The $200,100 is proceeds PDS received from a loan from Eagle Bank. PDS charged us the interest Eagle Bank charged PDS for the loan, which was $5,446 for 2011, based on a variable interest rate that will not be less than 5.5% per annum or more than the maximum rate allowed by law. PDS did not charge us any additional interest on the loan other than what was charged to PDS by Eagle Bank. There is no agreement between us and PDS to evidence this loan. As a result we imputed interest expense of $5,866 and $0 on this loan during the years ended December 31, 2011 and 2010, respectively. For the years ended December 31, 2011 and 2010, (a) the largest aggregate amount of principal outstanding was $200,100 and $0, respectively, (b) the outstanding principal balance as of December 31, 2011 and 2010 was $200,100 and $0, respectively, and $200,100 as of September 30, 2012, (c) we paid an aggregate of $0 and $0, respectively, toward the outstanding principal amount, and (d) we imputed interest expense of $5,866 and $0, respectively, at an interest rate of 5.5% per annum. During December 31, 2011, Justin Barch, the brother of Mackie Barch, one of our officers and director, loaned us $75,000, which was used to fund our operations. The $75,000 is proceeds Justin Barch received from a loan from Eagle Bank. Justin Barch charged us the interest Eagle Bank charged Justin Barch for the loan, which was $420 for 2011, based on an interest rate of 6.5% per annum. Justin Barch did not charge us any additional interest on the loan other than what was charged to Justin Barch by Eagle Bank. There is no agreement between us and Justin Barch to evidence this loan. As a result we imputed interest expense of $420 on this loan during the year ended December 31, 2011. For the years ended December 31, 2011 and 2010, (a) the largest aggregate amount of principal outstanding was $75,000 and $0, respectively, (b) the outstanding principal balance as of December 31, 2011 and 2010 was $75,000 and $0, respectively, and $75,000 as of September 30, 2012, (c) we paid an aggregate of $0 and $0, respectively, toward the outstanding principal amount, and (d) we imputed interest expense of $420 and $0, respectively, at an interest rate of 6.5% per annum. Additionally, ICAPP, LLC, an entity controlled by Mackie Barch and that was originally set up to be a holding company, loaned PDS $998, interest free. This amount remains outstanding and is due on demand. For the years ended December 31, 2011 and 2010, (a) the largest aggregate amount of principal outstanding was $998 and $0, respectively, (b) the outstanding principal balance as of December 31, 2011 and 2010 was $998 and $0, respectively, and $998 as of September 30, 2012, (c) we paid an aggregate of $0 and $0, respectively, toward the outstanding principal amount, and (d) we imputed interest expense of $0 and $0, respectively, at an interest rate of 0% per annum. For 2011, the $100,647 owed to Healthrite for past drug purchases, the $200,100 owed on the loan from PDS, the $75,000 owed on the loan from Justin Barch, and the $998 owed to ICAPP, LLC, totals the $376,745 noted on our balance sheet as due to related party. During 2011, Mackie Barch, one of our officers and director, was paid by PDS, our wholly-owned subsidiary, for the services he provided to PDS. PDS has no formal agreement with Mr. Barch and during 2011 it paid Mr. Barch what it could afford at various times up through October 1, 2011, including $4,000 in June 2011, $5,000 in July 2011, $7,000 in August 2011,and $6,000 in September 2011, for a total of $22,000 through October 1, 2011. Starting on October 1, 2011, PDS paid Mr. Barch $9,000 per month for each of October 2011, November 2011 and December 2011. Beginning on January 1, 2012, PDS began paying Mr. Barch $7,000 every two weeks, but there is no agreement to cover this payment. On October 9, 2012, we entered into an employment agreement with Mackie Barch, our sole officer and director. Pursuant to the agreement, Mr. Barch will continue to serve as our Chief Executive Officer and Chairman of the Board. The agreement has a three (3) year term and will automatically renew for one (1) year periods unless we or Mr. Barch provide notice to the other at least ninety (90) days prior to the expiration of any term of the intention not to renew. Mr. Barch will be compensated in the amount of $170,000 per year for the duration of the agreement. In the event Mr. Barch is terminated without cause or resigns for good reason, he shall be entitled to receive payment of one (1) year of his salary to be made in accordance with our normal payroll cycle. Effective on December 31, 2012, Mackie Barch, in fulfillment of prior obligations to certain key employees and founders of PDS, transferred all of his equity interest in us to Old Line Partners, LLC. The sole manager of Old Line is Bethesda Holdings, LLC, of which Mr. Barch is the sole member and manager. Bethesda has all voting control over the securities owned by Old Line, and with certain minor exceptions, all power of disposition as well. See Security Ownership of Certain Beneficial Owner and Management. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Article 10 of our Articles of Incorporation provides that the corporation shall indemnify its directors, officers, employees, fiduciaries and agents to the fullest extent permitted under the Nevada Revised Statutes. Article VII of our bylaws provides that the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to an proceeding by reason of the fact that such person is or was a director, officer, employee, or other agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if that person acted in good faith and in matter that person reasonably believed to be in the best interests of the corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act ) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. AVAILABLE INFORMATION We are subject to the reporting requirements of the Securities Exchange Act of 1934. We have filed with the Securities and Exchange Commission a registration statement on Form S-1, together with all amendments and exhibits thereto, under the Securities Act of 1933 with respect to the common stock offered hereby. This Prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Statements contained in this Prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. Copies of all or any part of the registration statement may be inspected without charge or obtained from the Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. The registration statement is also available through the Commission s web site at the following address: http://www.sec.gov. EXPERTS The audited financial statements of Pharmagen, Inc. (formerly Sunpeaks Ventures, Inc.) as of December 31, 2011 and 2010 and for the years then ended appearing in this Prospectus which is part of a registration statement have been so included in reliance on the report of M&K CPAS, PLLC, given on the authority of such firm as experts in accounting and auditing. INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011 (audited) F-1 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011 (unaudited) F-2 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 F-3 Consolidated Statements of Stockholders Equity (Deficit) for the Nine Months Ended September 30, 2012 (unaudited) F-4 Notes to Financial Statements F-5 to F-17 Report of Independent Registered Public Accounting Firm F-18 Consolidated Balance Sheets as of December 31, 2011 and 2010 (audited) F-19 Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010 (audited) F-20 Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 (audited) F-21 Consolidated Statements of Stockholders Equity (Deficit) for the Years Ended December 31, 2011 and 2010 (audited) F-22 Notes to Financial Statements F-23 to F-35 YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. Dealer Prospectus Delivery Obligation. Until ___________________, 2013; all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. TABLE OF CONTENTS 80,000,000 SHARES PHARMAGEN, INC. ------------------------- PROSPECTUS ------------------------- _______________, 2013 Page Prospectus Summary 4

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+S-1/A 1 d497866ds1a.htm PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 Pre-Effective Amendment No. 3 to Form S-1 Table of Contents As Filed with the Securities Exchange Commission on March 13, 2013 Registration Nos. 333-175678 and 333-175678-01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STREAM EXCHANGE TRADED TRUST (Exact name of registrant as specified in its charter) Delaware 6799 27-6620981 (State of Organization) (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification Number) STREAM S&P Market Neutral Commodity Fund c/o STREAM Exchange Traded Trust 787 Seventh Avenue New York, New York 10019 (212) 841-2000 (Address, including zip code, and telephone number including area code, of registrant s principal executive offices) M. Andrews Yeo BNP Paribas Quantitative Strategies, LLC 787 Seventh Avenue New York, New York 10019 (212) 841-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Michael J. Schmidtberger, Esq. James C. Munsell, Esq. Sidley Austin llp 787 Seventh Avenue New York, New York 10019 Andrew Alter, Esq. Joseph A. Inzerillo, Esq. BNP Paribas Quantitative Strategies, LLC 787 Seventh Avenue New York, New York 10019 Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b2 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 Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price1 Amount of Registration Fee2 STREAM S&P Market Neutral Commodity Fund Common Units of Beneficial Interest 25,000,000 $25.001 $625,000,000 $72,562.50 1 The proposed maximum aggregate offering has been calculated assuming that all Shares are sold at a price of $25 per Share. 2 The amount of the registration fee of the Shares is calculated in reliance upon Rule 457(o) under the Securities Act and using the proposed maximum aggregate offering price as described above. 25,000,000 Shares were registered and the registration fee of $72,562.50 in respect thereof was paid on July 20, 2011. 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents EXPLANATORY NOTE This Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 of STREAM Exchange Traded Trust (the Trust ) and STREAM S&P Market Neutral Commodity Fund (the Fund , formerly known as, STREAM Enhanced Volatility Fund) is being filed, in part, to reflect the Fund s new investment strategy. Table of Contents COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED TO THIS POOL AT PAGES 15-16 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 17-18. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 21 THROUGH 39. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED. THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY. THE POOL OPERATOR AND ITS TRADING PRINCIPALS HAVE LIMITED EXPERIENCE OPERATING OTHER POOLS AND TRADING OTHER ACCOUNTS. THE BOOKS AND RECORDS OF THE FUND WILL BE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALS WILL BE MAINTAINED AT THE OFFICES OF ALPS DISTRIBUTORS, INC., 1290 BROADWAY, SUITE 1100, DENVER, COLORADO 80203; TELEPHONE NUMBER (303) 623-2577; BASKET CREATION AND REDEMPTION BOOKS AND RECORDS ACCOUNTING AND CERTAIN OTHER FINANCIAL BOOKS AND RECORDS (INCLUDING FUND ACCOUNTING RECORDS, LEDGERS WITH RESPECT TO ASSETS, LIABILITIES, CAPITAL, INCOME AND EXPENSES, THE REGISTRAR, TRANSFER JOURNALS AND RELATED DETAILS) AND TRADING AND RELATED DOCUMENTS RECEIVED FROM FUTURES COMMISSION MERCHANTS WILL BE MAINTAINED BY THE BANK OF NEW YORK MELLON, 2 HANSON PLACE, 12TH FLOOR, BROOKLYN, NEW YORK 11217, TELEPHONE NUMBER (718) 315-4850. ALL OTHER BOOKS AND RECORDS OF THE FUND (INCLUDING MINUTE BOOKS AND OTHER GENERAL CORPORATE RECORDS, TRADING RECORDS AND RELATED REPORTS AND OTHER ITEMS RECEIVED FROM THE FUND S COMMODITY BROKERS) WILL BE MAINTAINED AT THE FUND S PRINCIPAL OFFICE, C/O BNP PARIBAS QUANTITATIVE STRATEGIES, LLC, 787 SEVENTH AVENUE, NEW Table of Contents SUMMARY (cont d) Pricing Information Available on NYSE Arca and Other Sources The following table lists NYSE Arca symbols and their meanings with respect to the Shares and the Index: Ticker Description CCRV Market price per Share on NYSE Arca CCRVIV Indicative intra-day value per Share CCRVNV End of day Net Asset Value per Share CCRVSO End of day Number of outstanding Shares SPDYALEP Intra-day and Index closing level as of close of business from the prior day The intra-day data in the above table will be published at least once every 15 seconds during each NYSE Arca Core Trading Session. The current market price per Share (symbol: CCRV ) (quoted in U.S. dollars) will be published continuously as trades occur during each NYSE Arca Core Trading Session on the consolidated tape by one or more major market data vendors and on the Managing Owner s website (on a delayed basis) at http://www.stream.bnpparibas.com, or any successor thereto. The intra-day indicative value per Share (symbol: CCRVIV ) (quoted in U.S. dollars) will be published by NYSE Arca at least once every 15 seconds during each NYSE Arca Core Trading Session by one or more major market data vendors and on the Managing Owner s website (on a delayed basis) at http://www.stream.bnpparibas.com, or any successor thereto. The most recent end-of-day Net Asset Value per Share (symbol: CCRVNV ) will be published by the Managing Owner as of the close of the NYSE Arca Core Trading Session or the last to close of the Futures Exchanges on which the Fund s Designated Contracts or Substitute Contracts (which are listed on futures exchanges other than the Futures Exchanges) are traded, whichever is later, on the consolidated tape by one or more major market data vendors and on the Managing Owner s website (on a delayed basis) at http://www.stream.bnpparibas.com, or any successor thereto. The intra-day level and the most recent end-of-day closing level of the Index (symbol: SPDYALEP ) will be published on Reuters page SPDYALEP and on Bloomberg page SPDYALEP<index> once every 15 seconds during each NYSE Arca Core Trading Session and as of the close of business on each Index Business Day, respectively, on Standard & Poor s (which serves as the Index Sponsor) website at http://us.spindices.com, or any successor thereto. The number of outstanding Shares (symbol: CCRVSO ) will be published as of the close of each NYSE Arca Core Trading Session on the consolidated tape by one or more major market data vendors and on the Managing Owner s website at http://www.stream.bnpparibas.com, or any successor thereto. Any adjustments made to the Index will be published on Standard & Poor s (which serves as the Index Sponsor) website at http://us.spindices.com, or any successor thereto. The Trust and the Fund are not issued, sponsored, endorsed, sold or promoted by NYSE Arca, and NYSE Arca makes no representation regarding the advisability of investing in such product. NYSE ARCA MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P GSCI DYNAMIC ROLL ALPHA LIGHT ENERGY INDEX OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE ARCA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. CUSIP The Fund s CUSIP number is [05573R 205]. Risk Factors An investment in Shares is speculative and involves a high degree of risk. The summary risk factors set forth below are intended merely to highlight certain risks of the Fund. The Fund has particular risks that are set forth elsewhere in this Prospectus. The Fund has no operating history. Therefore, a potential investor does not have any performance history to serve as a factor for evaluating an investment in the Fund. 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 state where the offer or sale is not permitted. Subject to completion, dated March 13, 2013 STREAM EXCHANGE TRADED TRUST STREAM S&P MARKET NEUTRAL COMMODITY FUND 25,000,000 Common Units of Beneficial Interest STREAM Exchange Traded Trust, which we refer to as the Trust, is organized in series as a Delaware statutory trust. As of the date of this Prospectus, the Trust consists of two series, one of which is the STREAM S&P Market Neutral Commodity Fund, or the Fund. The Fund will issue common units of beneficial interest, which we refer to as Shares, which represent units of fractional undivided beneficial interest in and ownership of the Fund. Shares may be purchased from the Fund only by certain qualified financial institutions called Authorized Participants, and only in one or more blocks of 40,000 Shares, called a Basket. Authorized Participants will purchase Shares from the Fund at the net asset value per Share as of the close of the NYSE Arca Core Trading Session or the last to close of the Futures Exchanges on which the Fund s Designated Contracts or Substitute Contracts (which are listed on futures exchanges other than the Futures Exchanges) are traded, whichever is later, on the creation order date. The Fund will offer Shares in Baskets to Authorized Participants continuously. The Form of Participant Agreement sets forth the terms and conditions on which Authorized Participants may create or redeem Baskets. The offering of Shares will terminate on the third anniversary of the registration statement of which this Prospectus is a part unless prior thereto a new registration statement is filed. The Shares will trade on NYSE Arca, Inc., which we refer to as NYSE Arca, under the symbol CCRV (quoted in U.S. dollars). The Fund will seek to track changes, whether positive or negative, in the level of the S&P GSCI Dynamic Roll Alpha Light Energy Excess Return Index, or the Index, over time. The Index is comprised of 2 sub-indices - the S&P GSCI Dynamic Roll Light Energy ER Index, or the Long Sub-Index, and the S&P GSCI Light Energy ER Index, or the Short Sub-Index. The Index aims to reflect the difference between the roll yield generated by the Long Sub-Index through a long exposure to the Designated Contracts of the Long Sub-Index and the roll yield generated by the Short Sub-Index through a short exposure to the Designated Contracts of the Short Sub-Index. The Index is intended to reflect a long/short, market-neutral investment strategy and is non-directional in nature because the Index will be exposed to the changes in the prices of both long and short futures positions on each of the Index Commodities comprising the Index. The exposure of the Index to the Long Sub-Index is rebalanced once per month and the exposure of the Index to the Short Sub-Index is rebalanced on each Index Business Day in accordance with the Index Methodology to enable the Index to maintain a neutral exposure to the commodity markets generally. As described on page 41 in the section Investment Objective The Fund and Effect of Leverage, the Managing Owner expects that the Fund s average leverage ratio may be approximately 1.8:1, based upon the historical closing levels of the Index. The Fund s leverage ratio may be either greater or less, depending upon market conditions. The Fund does not intend to outperform the Index. Rather, BNP Paribas Quantitative Strategies, LLC, a Delaware limited liability company, or the Managing Owner, will seek to cause the net asset value of the Fund to track the Index during periods in which the Index is flat or declining as well as when the Index is rising. Except when aggregated in Baskets, the Shares are not redeemable securities. The Shares are speculative securities and their purchase involves a high degree of risk. Before you decide whether to invest in the Fund, read this entire Prospectus carefully. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE FUND. PLEASE REFER TO THE SECTION THE RISKS YOU FACE BEGINNING ON PAGE 21 OF THIS PROSPECTUS. Futures trading is volatile and even a small movement in market prices could cause large losses. The Managing Owner and its trading principals have managed one other commodity pool of this type, and therefore, there is a limited indication of their ability to manage investment vehicles such as the Fund. If the experience of the Managing Owner and its trading principals is not adequate or suitable to manage investment vehicles such as the Fund, the operations and performance of the Fund may be adversely affected. You could lose all or substantially all of your investment. The Fund will be subject to actual and potential conflicts of interest involving the Managing Owner, the Commodity Brokers, the Authorized Participants, the Initial Purchaser and the Affiliated Liquidity Provider, which we refer to as the BNP Affiliated Entities. Investors will pay fees in connection with their investment in Shares including asset-based fees of [-]% per annum of the Net Asset Value of the Fund, continuous offering fees and expenses of approximately [-]% per annum of the Net Asset Value of the Fund, and routine operational, administrative and other ordinary fees and expenses of up to [-]% per annum of the Net Asset Value of the Fund. Additional charges include brokerage commissions and fees expected to be approximately [-]% per annum of the Net Asset Value of the Fund. The actual amount of continuous offering fees and expenses and brokerage commissions and fees in any year or any part of any year may be greater. Fees and commissions are charged, and expenses are incurred, regardless of profitability and may result in depletion of assets and, as a result, losses to your investment. Because the Index is inherently leveraged, a relatively small movement in the closing levels of the Designated Contracts may result in greater changes in the Net Asset Value of the Fund, which may cause greater losses for the Fund. On [-], 2013, BNP Paribas Securities Corp., as the Initial Purchaser, subject to certain conditions, agreed to purchase 600,000 Shares, which comprise the initial Baskets, at a purchase price of $25.00 per Share ($1,000,000 per Basket), as described in the section Plan of Distribution. This price was determined arbitrarily inasmuch as the Shares have no inherent value prior to the commencement of the Fund s operations. The Initial Purchaser proposes to offer the Shares to the public at a per-Share offering price that will vary depending upon, among other factors, the market price of the Shares on NYSE Arca, the Net Asset Value per Share and the supply of and demand for the Shares at the time of offer. Shares offered by the Initial Purchaser at different times may have different offering prices. The Initial Purchaser will not receive from the Fund, the Managing Owner or any of their affiliates, any fee or other compensation in connection with its sale of Shares to the public. Authorized Participants may, from time-to-time offer to the public Shares from any Baskets they create. Shares offered to the public by Authorized Participants will be offered at a per Share offering price that will vary depending upon, among other factors, the market price of the Shares on NYSE Arca, the Net Asset Value per Share and the supply of and demand for the Shares at the time of offer. Shares initially comprising the same Basket but offered by Authorized Participants to the public at different times may have different offering prices. Authorized Participants will not receive from the Fund, the Managing Owner or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts with the Authorized Participant. For more information regarding items of compensation paid to FINRA members, please see the section Plan of Distribution on page 125. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. STREAM S&P Market Neutral Commodity Fund is not a mutual fund or any other type of Investment Company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. The Shares are neither interests in nor obligations of any of the Managing Owner, the Trustee, the Initial Purchaser, any Authorized Participant or any of their respective affiliates. The Shares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. [-], 2013 Table of Contents YORK, NEW YORK 10019; TELEPHONE NUMBER (212) 841-2000. SHAREHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS CONFORMING TO COMMODITY FUTURES TRADING COMMISSION (THE CFTC ) AND THE NATIONAL FUTURES ASSOCIATION (THE NFA ) REQUIREMENTS WILL BE POSTED ON THE MANAGING OWNER S WEBSITE AT WWW.STREAM.BNPPARIBAS.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE MANAGING OWNER S WEBSITE IN THE DISCRETION OF THE MANAGING OWNER OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUND S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TO SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS ANNUAL FEDERAL INCOME TAX RETURNS. THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION (THE SEC ) IN WASHINGTON, D.C. THE FUND WILL FILE PERIODIC, QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION. THE FILINGS OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. REGULATORY NOTICES NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE FUND, THE BNP AFFILIATED ENTITIES, AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE. AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE THE SECTION PLAN OF DISTRIBUTION. S&P AND STANDARD & POOR S ARE REGISTERED TRADEMARKS OF STANDARD & POOR S FINANCIAL SERVICES LLC. S&P GSCI IS A REGISTERED SERVICE MARK AND TRADEMARK OF S&P. Table of Contents SUMMARY (cont d) Past performance, when available, is not necessarily indicative of future results. All or substantially all of an investment in the Shares could be lost. The trading activities of the Fund take place in very volatile markets that may be subject to sudden and rapid changes. Consequently, all or substantially all of your investment in the Shares could be lost. The Index aims to be market neutral through its exposure to both the Long Sub-Index and the Short Sub-Index, which are expected to be highly correlated to each other. This results in the Index being inherently leveraged. The Fund s objective is to seek to track the Index and it will take long and short positions in the Designated Contracts underlying the Long Sub-Index and the Short Sub-Index and the total notional value may be greater than the Fund s Net Asset Value. Investors should understand that certain factors could cause the correlation between the Long Sub-Index and the Short Sub-Index to decrease or to become negatively correlated, possibly causing greater changes in the Net Asset Value of the Fund, which may cause greater losses for the Fund. The Fund is subject to the fees and expenses described herein (in addition to the amount of any commissions charged by the investor s broker in connection with an investor s purchase or sale of Shares) and will be successful only if a certain amount of positive performance is achieved. The Managing Owner was formed to be the managing owner of investment vehicles such as the Trust and the Fund. The Fund has no past performance. The Managing Owner and its trading principals have managed one other commodity pool of this type. Therefore there is a limited indication of their ability to manage investment vehicles such as the Trust or the Fund. If the experience of the Managing Owner and its trading principals is not adequate or suitable to manage investment vehicles such as the Trust or the Fund, the operations and performance of the Trust or the Fund may be adversely affected. Because the Fund s portfolio turnover rate is expected to be high due to holding both long and short futures contracts, daily rebalancing of the Short Sub-Index, leverage, and Index and/or market volatility, the Fund will incur additional brokerage costs, operating costs and may generate increased taxable capital gains, which, in turn, would adversely affect the value of your Shares. The Fund will be subject to fees and expenses in the aggregate amount of approximately [-]% per annum as described herein. The Fund will be successful only if its annual returns from its trading, plus its annual interest income from its holdings of cash, U.S. Treasury bonds, U.S. Treasury bills, U.S. government securities and related securities (which are direct obligations of or obligations guaranteed as to principal or interest by the United States, or securities issued or guaranteed by corporations in which the United States has a direct or indirect interest which have been designated as exempted securities pursuant to section 3(a)(12) of the Securities Exchange Act of 1934), exceed these fees and expenses. We refer to the Fund s holdings of cash, U.S. Treasury bonds, U.S. Treasury bills, U.S. government securities and related securities (which are direct obligations of or obligations guaranteed as to principal or interest by the United States, or securities issued or guaranteed by corporations in which the United States has a direct or indirect interest which have been designated as exempted securities pursuant to section 3(a)(12) of the Securities Exchange Act of 1934) collectively as the Cash Instruments. The current holdings of Cash Instruments will earn an interest rate of [-]% as of [ [-] , 2013]. Therefore, the Fund will be required to earn approximately [-]% per annum, or $[-] per annum per Share at $25.00 as the Net Asset Value per Share, in order for an investor to break-even on an investment during the first twelve months of an investment. As of the date of this Prospectus, the CFTC and commodity exchange rules impose speculative position limits and other position limitations, as applicable, on market participants trading in the Index Commodities. Because the Fund is subject to these position limits, the Fund s ability to issue new Baskets or to reinvest income in additional Designated Contracts corresponding to the Index Commodities may be limited to the extent that these activities would cause the Fund to exceed the applicable position limits (or if a Table of Contents [Page left blank intentionally] Table of Contents SUMMARY (cont d) price limit is in effect on a Designated Contract during the last 30 minutes of its regular trading session), unless the Fund first trades Cleared Swaps (as defined below), and then, if applicable, Substitute Contracts (as defined below) and/or Alternative Financial Instruments (as defined below) in addition to and as a proxy for the Designated Contracts on the Index Commodities. These limitations and the use of first Cleared Swaps, and then, if applicable, Substitute Contracts and/or Alternative Financial Instruments in addition to and as a proxy for the Designated Contracts on the Index Commodities may affect the correlation between changes in the Net Asset Value per Share and changes in the level of the Index, and the correlation between the market price per Share on NYSE Arca and the Net Asset Value per Share. Fees and commissions are charged regardless of profitability. This may result in depletion of the Fund s assets and losses to your investment. There can be no assurance that an investment in the Shares will achieve profits or avoid losses, significant or otherwise. Performance of the Fund may not track the Index during particular periods or over either the short or long term. Certain potential conflicts of interest exist between the Managing Owner and its affiliates and the shareholders of the Fund, or the Shareholders. For example, because the Managing Owner and the Commodity Brokers (as defined below) are both subsidiaries of BNP Paribas, the Managing Owner has a disincentive to replace the Commodity Brokers. The Commodity Brokers may have a conflict of interest between their execution of trades for the Fund and for their other customers. More specifically, the Commodity Brokers will benefit from executing orders for other clients, whereas the Fund may be harmed to the extent that the Commodity Brokers have fewer resources to allocate to the Fund s accounts due to the existence of such other clients. General order taking by the Commodity Brokers or proprietary trading by the principals and/or affiliates of the Managing Owner and the Commodity Brokers may create conflicts of interest from time-to-time. General order taking or proprietary trades, as applicable, may cause either the principals and/or affiliates of the Commodity Brokers or the Managing Owner to take a position that is opposite of that of the Fund or may compete with the Fund for certain positions within the marketplace. See the section Conflicts of Interest for a more complete disclosure of various conflicts. Although the Managing Owner has considered various conflicts and has established formal procedures designed to resolve these conflicts equitably, there may be additional conflicts that arise because the Managing Owner has not established formal procedures to resolve all potential conflicts of interest. Consequently, investors may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts will not, in fact, result in adverse consequences to the Fund or the Net Asset Value of the Shares and ultimately the market price of the Shares. There are certain tax risks associated with the offering, including the risk that the Fund could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of your Shares. Because each Shareholder will receive a tax report on Schedule K-1, a Shareholder may incur additional fees and expenses if the Shareholder engages a tax expert to assist in the preparation of the Shareholder s tax returns. The Trustee

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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 of Santo Mining Corp. (referred to herein as the Company, we, our, and us ). You should carefully read the entire Prospectus, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying financial statements and notes before making an investment decision. Business Overview Santo Mining Corp. is a company which acquires various metallic exploration concession applications in the Dominican Republic and royalty agreements in Mexico for the purpose of exploration and extraction. We target near-term production opportunities in the Dominican Republic and Mexico. Our vision is to define deposits and extract metals from both alluvial deposits that require minimal processing and bulk-tonnage, open-pit oxide and sulfide gold deposits where poly-metallic ores with economic concentrations of precious and base metals may be extracted and transported to local or offshore processing plants and refineries. The Company plans to combine rapid exploration methodology with innovative operational and logistical approaches to ensure the efficient and effective extraction of gold and other metals in the future. This swift mobilization and on-site sampling analysis capability was developed to drive growth and value in the near and long terms. Our metallic exploration concession applications are 100% owned, and lie in the core of the mineral rich Hispaniola Gold-Copper Back-Arc. Recent Developments Equity Enhancement Program with Hanover Holdings I, LLC Common Stock Purchase Agreement On June 20, 2013, which we refer to as the Closing Date, we entered into the Purchase Agreement with Hanover. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Hanover is committed to purchase up to $16,000,000, which we refer to as the Total Commitment, worth of the Company s common stock, which we refer to as the Shares, over the 36-month term of the Purchase Agreement. From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the initial registration statement is declared effective by the Securities and Exchange Commission, or the Commission, as further discussed below, the Company may, in its sole discretion, provide Hanover with draw down notices, each a Draw Down Notice, to purchase a specified dollar amount of Shares, or the Draw Down Amount,over a 10 consecutive trading day period commencing on the trading day specified in the applicable Draw Down Notice, or the Pricing Period, with each draw down subject to the limitations discussed below. The maximum amount of Shares requested to be purchased pursuant to any single Draw Down Notice cannot exceed 300% of the average daily trading volume of the Company s common stock for the five trading days immediately preceding the date of the Draw Down Notice, or the Maximum Draw Down Amount. Once presented with a Draw Down Notice, Hanover is required to purchase a pro rata portion of the applicable Draw Down Amount on each trading day during the applicable Pricing Period on which the daily volume weighted average price for the Company s common stock, or the VWAP, equals or exceeds an applicable floor price, or the Floor Price, equal to the product of (i) 0.70 and (ii) the VWAP over the 10 trading days immediately preceding the date the Draw Down Notice is delivered, subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions. If the VWAP falls below the applicable Floor Price on any trading day during the applicable Pricing Period, the Purchase Agreement provides that Hanover will not be required to purchase the pro rata portion of the applicable Draw Down Amount allocated to that trading day. The per share purchase price for the Shares subject to a Draw Down Notice shall be equal to 92.5% of the arithmetic average of the five lowest VWAPs that equal or exceed the applicable Floor Price during the applicable Pricing Period; provided, however, that if the VWAP does not equal or exceed the applicable Floor Price for at least five trading days during the applicable Pricing Period, then the per share purchase price shall be equal to 92.5% of the arithmetic average of all VWAPs that equal or exceed the applicable Floor Price during such Pricing Period. Each purchase pursuant to a draw down shall reduce, on a dollar-for-dollar basis, the Total Commitment under the Purchase Agreement. The Company is prohibited from issuing a Draw Down Notice if (i) the amount requested in such Draw Down Notice exceeds the Maximum Draw Down Amount, (ii) the sale of Shares pursuant to such Draw Down Notice would cause the Company to issue or sell or Hanover to acquire or purchase an aggregate dollar value of Shares that would exceed the Total Commitment, or (iii) the sale of Shares pursuant to the Draw Down Notice would cause the Company to sell or Hanover to purchase an aggregate number of shares of the Company s common stock which would result in beneficial ownership by Hanover of more than 4.99% of the Company s common stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder). The Company cannot make more than one draw down in any Pricing Period and must allow 24 hours to elapse between the completion of the settlement of any one draw down and the commencement of a Pricing Period for any other draw down. Hanover has agreed that during the term of the Purchase Agreement, neither Hanover nor any of its affiliates will, directly or indirectly, engage in any short sales involving the Company s securities or grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of the Company s common stock or any securities convertible into or exercisable or exchangeable for any shares of the Company s common stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of any shares of the Company s common stock. Except as disclosed below with respect to the Initial Commitment Shares and Additional Commitment Shares (each term as defined below), Hanover will not be prohibited from selling any of the shares of the Company s common stock that it owns or that it is obligated to purchase under a pending Draw Down Notice. The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement may be terminated at any time by the mutual written consent of the parties. Unless earlier terminated, the Purchase Agreement will terminate automatically on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date on which the initial registration statement is declared effective by the Commission, (ii) the date on which Hanover purchases the Total Commitment worth of common stock under the Purchase Agreement and (iii) the date on which the Company s common stock ceases to be listed or quoted on a Trading Market (as defined in the Purchase Agreement). Under certain circumstances set forth in the Purchase Agreement, the Company and Hanover each may terminate the Purchase Agreement on one trading day s prior written notice to the other. Additionally, prior to the Closing Date, Hanover deposited $90,000, as an Administrative Fee, into an escrow account, which has been disbursed to the Company. The Company paid to Hanover a commitment fee equal to $249,450 in the form of 1,690,484 restricted shares of the Company s common stock, or the Initial Commitment Shares. The Initial Commitment Shares, together with the Additional Commitment Shares (as defined below), will be registered for resale in the Registration Statement, as discussed below, and are subject to a dribble out agreement between the Company and Hanover, whereby Hanover has agreed to sell no more than one-tenth of the Initial Commitment Shares and the Additional Commitment Shares, on a pro-rata basis, during the 10-week period immediately following the effective date of the initial registration statement; provided, however, that if the VWAP falls below $0.10 for any trading day during such 10-week period, the dribble out will automatically cease to apply. The Purchase Agreement also provides for indemnification of Hanover and its affiliates in the event that Hanover incurs losses, liabilities, obligations, claims, contingencies, damages, costs and expenses related to a breach by the Company of any of its representations and warranties under the Purchase Agreement or the other related transaction documents or any action instituted against Hanover or its affiliates due to the transactions contemplated by the Purchase Agreement or other transaction documents, subject to certain limitations. The Company agreed to pay up to $10,000 of reasonable attorneys' fees and expenses incurred by Hanover in connection with the preparation, negotiation, execution and delivery of the Purchase Agreement and related transaction documentation. Further, if the Company issues a Draw Down Notice and fails to deliver the shares to Hanover on the applicable settlement date, and such failure continues for 10 trading days, the Company agreed to pay Hanover, in addition to all other remedies available to Hanover under the Purchase Agreement, an amount in cash equal to 2.0% of the purchase price of such shares for each 30-day period the shares are not delivered, plus accrued interest. Registration Rights Agreement In connection with the execution of the Purchase Agreement, on the Closing Date, the Company and Hanover also entered into a registration rights agreement dated as of the Closing Date, or the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company has agreed to file an initial registration statement, or the Registration Statement, with the Commission to register an agreed upon number of Shares, which shall not exceed 1/3 of the number of shares of the Company's common stock held by non-affiliates of the Company, on or prior to July 1, 2013, or the Filing Deadline, and have it declared effective at the earlier of (A) the 30th calendar day after the execution of the Addendum, defined below and (B) the fifth business day after the date the Company is notified by the Commission that such Registration Statement will not be reviewed or will not be subject to further review, or the Effectiveness Deadline. If the initial Registration Statement is not declared effective by the Effectiveness Deadline, the Company is required to issue to Hanover additional shares of the Company s common stock equal to the quotient obtained by dividing (a) $83,750 by (b) the arithmetic average of the VWAPs over the 10 trading day period immediately preceding the Effectiveness Deadline, rounded up to the nearest whole share, or the Additional Commitment Shares. The initial Registration Statement was not declared effective by the Effectiveness Deadline, and on August 14, 2013, the Company and Hanover executed an Addendum to the Common Stock Purchase Agreement, or the Addendum, pursuant to which the Company agreed to issue 536,172 restricted shares of the Company s common stock on the date of the agreement, and an additional 536, 171 restricted shares of the Company s common stock if this Registration Statement is not deemed effective within thirty (30) calendar days from the execution of the Addendum, or the Revised Effectiveness Deadline. We are registering the Additional Commitment Shares in the Registration Statement of which this Prospectus is a part. If at any time all of the Registrable Securities (as defined in the Registration Rights Agreement) are not covered by the initial Registration Statement, the Company has agreed to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon as practicable, but in no event later than the applicable filing deadline for such additional Registration Statements as provided in the Registration Rights Agreement. The Company also agreed, among other things, to indemnify Hanover from certain liabilities and fees and expenses of Hanover incident to the Company s obligations under the Registration Rights Agreement, including certain liabilities under the Securities Act . Hanover has agreed to indemnify and hold harmless the Company and each of its directors, officers and persons who control the Company against certain liabilities that may be based upon written information furnished by Hanover to the Company for inclusion in a registration statement pursuant to the Registration Rights Agreement, including certain liabilities under the Securities Act. Termination Agreement On March 11, 2013, the Company entered into a common stock purchase agreement, or the Original Purchase Agreement and a registration rights agreement, or the Original Registration Rights Agreement and, together with the Original Purchase Agreement, the Original Agreements with Hanover whereby the Hanover was to purchase up to $16,000,000 of the Company s common stock. As a result of comments received from the Commission with respect to the registration statement filed by the Company in connection with the transactions contemplated by the Original Agreements, the Company and Hanover entered into a termination agreement, dated June 20, 2013, or the Termination Agreement, to cancel the Original Agreements all of the transactions contemplated thereby.

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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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+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. In this Prospectus, the terms Tango Supplies, Inc. , Tango, Company, we, us, and our refer to TANGO SUPPLIES, INC. Overview We were incorporated in the State of Nevada on August 27, 2010 under the name of Tango Supplies, Inc. Tango Supplies, Inc. is a development stage company with a limited history of development stage operations. . Where You Can Find Us Our principal executive office is located at TANGO SUPPLIES, INC. 1890 South 3850 West, Suite C, Utah 84104 and our telephone number is (888) 511-9018. Our internet address is: http://www.tangosupplyinc.net GENERAL INTRODUCTION Tango Supplies Inc. is presently developing for sale one liquid oxygen drink, named Aerobia, in the Salt Lake City, Utah area. The liquid oxygen drink will be manufactured by an unaffiliated outside provider Liquid Assets, Inc. and the Company has not distributed the product to anyone. Since it was incorporated, the Company has created a formula for its product with Liquid Assets, Inc., developed marketing materials for its one product and has attempted to find clients for its one product once it starts operations. Since its inception, on August 27, 2010 through March 31, 2013 Tango has incurred losses of $25,023 . Tango Supplies, Inc. has not commenced its major operations of having its product manufactured, and the Company has not distributed the product to anyone. The Company will not have its product manufactured until the Company has sold the product to an end user. Tango Supplies, Inc. is considered a development stage company because it has not commenced its major operations. In addition the Company has not achieved any revenue in connection with its business to date. As a result, we are a startup company, which means that we have no operating history or revenue, and are at a competitive disadvantage We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that is sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next twelve months. We will need to obtain additional financing to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt instruments or private financing. (See "Plan of Operation") The Company s estimated monthly burn rate projected during the first fiscal year, without due consideration for adjustment is $30,000. This includes a three month burn, in cash, of $7,500 (at $2,500 per month) considering the Company encounters a bad quarter during its first year in business beginning with the first current due date and ending with the cash zero date. At March 31, 2013, the Company had bank overdrafts of $10. Our independent auditors have added an explanatory paragraph to their report of our audited financial statements for the year ended March 31, 2013 , stating that our accumulated deficit of $25,023 , lack of revenues and dependence on our ability to raise additional capital to continue our business, raise substantial doubt about our ability to continue as a going concern. Our financial statements and their explanatory notes included as part of this prospectus do not include any adjustments that might result from the outcome of this uncertainty. They are no guarantee that we will be able to raise funds through equity security sales, debt instruments, and private financing. Currently, we have no agreements in place to raise money through debt instruments or private financing. If we fail to obtain additional financing, either through an offering of our securities or by obtaining loans, we may be forced to cease our planned business operations altogether. BUSINESS DEVELOPMENT The Company was incorporated on August 27, 2010. The Company has had limited development stage operations from incorporation (August 27, 2010) to March 31, 2013 . Initial Sales Strategy We have established a one-prong sales approach; our approach utilizes direct sales through Gerald Ricks (also referred hereinafter as Mr. Ricks ). Our direct sales are being conducted by Mr. Ricks, who will market the product locally in the Salt Lake City, Utah area to retail chain stores. His current marketing strategy will consist of various Point of Sale material including posters and flyers developed by Mr. Ricks in the past several months. We intend to derive income from these sales and our goal is to establish brand recognition. Amendment No. 3 to FORM S-1 Subsequent Sales Strategy Tango Supplies, Inc. will commence the marketing of the one liquid oxygen drink, named Aerobia, for sale to the general public. The Company is presently developing its marketing program to sell the liquid oxygen drinks to the general public. The Company will have its one product manufactured by Liquid Assets, Inc. The Company, however, does not at the present time have any contractual agreements and/or contractual arrangement with Liquid Assets, Inc. to produce its one product. Additionally, the Company is not offering the product to anyone at this time. Tango Supplies, Inc. is considered a development stage company because it has not commenced its major operations. In addition the Company has not achieved any revenue in connection with its business to date. As a result we are a startup company, which means that we have no operating history or revenue and are, therefore, at a competitive disadvantage. We have no operating history and expect to incur losses for the foreseeable future. Should we continue to incur losses for a significant amount of time, the value of your investment in the common shares could be affected downward, and you could even lose your entire investment. We have not yet received any revenues from our development stage operations, nor have we otherwise engaged in any business operations. Tango Supplies, Inc. is a development stage company and in the absence of revenues and operations the Independent Auditor s Report dated August 9, 2013 , cites a going concern issue. The going concern statement opinion issued by the independent auditors is due to the Company s lack of operations and working capital. The Company will need to raise capital which concerned the independent auditors because there is insufficient cash for operations for the next twelve months. We will have to seek other sources of capital. We established the minimum amount of $75,000 that the company will need to raise through the selling of equity securities, debt instruments or private financing so that operations could start in order to generate some type of revenue. Presently no other sources have been identified and it is unknown if any other sources will be identified. There is no assurance that the company will be able to obtain any bank loans or private financing. The Company does not expect to run out of money, as Mr. Ricks has agreed to fund the Company, through an oral agreement, until such time as the Company raises $75,000. Mr. Ricks, however, is under no legal obligation and/or duty to do so. Additionally, although there is an oral agreement between the Company and Mr. Ricks to fund the Company until such time as the Company raises $75,000, Mr. Ricks has not agreed to fund any specific amount to the Company. DESCRIPTION OF PROPERTY We use a corporate office located at 1844 South 3850 West, Suite C, Salt Lake City, Utah 84104. This facility is being provided to the company free of charge. There are currently no proposed programs for renovation, improvement or development of the facility currently in use. CORPORATE INFORMATION Our principal executive office is located at TANGO SUPPLIES, INC. 1890 South 3850 West, Suite C, Utah 84104 and our telephone number is (888) 511-9018. INTERNET ADDRESS Our Internet address is http://www.tangosupplyinc.net which is currently under development/construction. We need additional funding to finish our website. The Company, however, has registered this domain. Over the next twelve months, Tango Supplies, Inc. plans to build out and establish its reputation and network of clients and advisors in the liquid oxygen drink business for sale to the general public. The Company aims to form long term working relationships with companies looking to sell its liquid oxygen drink, Aerobia, to the general public. Our liquid oxygen drink will include Vitamin B12, aloe vera juice and CoQ10 combined in an anaerocidal oxygen mixture. Mr. Gerald Ricks is the Chief Executive Officer, President, (Principal Executive Officer) and Director. Currently the Company has no employees; however as it grows, it plans to employ additional employees as needed. PRINCIPAL OPERATIONS, PRODUCTS AND SERVICES OF THE COMPANY Tango Supplies, Inc. (also hereinafter referred to as Tango and the Company ) was incorporated in the State of Nevada on August 27, 2010. Tango Supplies, Inc. is presently developing a liquid oxygen drink name Aerobia. Tango Supplies, Inc. is a development stage company. Tango Supplies, Inc. has no history of development stage operations. We presently do not have the funding to execute our business plan. Achievement of our business objective is basically dependent upon the judgment, skill and knowledge of our management. Mr. Ricks, currently our sole executive officer and director. There can be no assurance that a suitable replacement could be found for any of our officers upon their retirement, resignation, inability to act on our behalf, or death. RISK FACTORS The Company's financial condition, business, operation and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties described on page 6 of this prospectus entitled Risk Factors as well as the other information in this report before deciding to invest in our Company. All materials risks are discussed in the Risk Factors section of this prospectus. If any of the risks described on Page 6 of this Prospectus entitled Risk Factors are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.001 par value (1) 8,000,000 $ 0.001 (2) $ 8,000 $ 0.93 TOTAL 8,000,000 $ 0.001 (2) $ 8,000 $ 0.93 (1) Estimated solely for purposes of calculating the registration fee under Rule 457( a ) promulgated under the Securities Act of 1933, as amended. Includes stock to be sold by the selling stockholder. (2) The shares of common stock being registered hereunder are being registered for resale by a certain selling stockholder named in the prospectus. In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT 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.