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+PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be important to you. You should read this entire prospectus and the documents to which we refer you before making an investment decision. You should carefully consider the information set forth under "Risk Factors," "Cautionary Statement Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and the related notes to those financial statements included elsewhere in this prospectus. Where applicable, we have assumed an initial public offering price of $40.00 per share (the midpoint of the price range set forth on the cover page of this prospectus). Unless otherwise indicated, the information presented in this prospectus assumes that the underwriters' options to purchase additional shares of common stock are not exercised. Unless otherwise indicated, the estimated reserve volumes presented in this prospectus are based on SEC pricing at June 30, 2013 (assuming ethane rejection), as described in " Our Properties Reserves." Certain operational terms used in this prospectus are defined in the "Glossary of Natural Gas and Oil Terms." In this prospectus, references to "we," "us," "our" and the "Company" refer to Antero Resources LLC and its subsidiaries before the completion of our corporate reorganization and to Antero Resources Corporation and its subsidiaries as of and following the completion of our corporate reorganization. Please see "Corporate Reorganization." References to the "selling stockholder" refer to Antero Resources Investment LLC. Our Company We are an independent oil and natural gas company engaged in the exploitation, development and acquisition of natural gas, NGLs and oil properties located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania. We are focused on creating shareholder value through the development of our large portfolio of repeatable, low cost, liquids-rich drilling opportunities in two of the premier North American shale plays. We currently hold approximately 329,000 net acres in the southwestern core of the Marcellus Shale and approximately 102,000 net acres in the core of the Utica Shale. In addition, we estimate that approximately 170,000 net acres of our Marcellus Shale leasehold are prospective for the slightly shallower Upper Devonian Shale. Finally, we own the deep rights on a portion of our Marcellus Shale acreage in West Virginia that we believe is prospective for the dry gas Utica Shale. As of June 30, 2013, our estimated proved, probable and possible reserves were 6.3 Tcfe, 14.0 Tcfe and 7.4 Tcfe, respectively, and our proved reserves were 23% proved developed and 91% natural gas, assuming ethane rejection. As of June 30, 2013, our drilling inventory consisted of 4,576 identified potential horizontal well locations, approximately 64% of which are liquids-rich drilling opportunities. Our management team has a proven track record of implementing geologically driven growth strategies in some of the most prominent unconventional plays across the United States, including the Barnett, Woodford, Marcellus and Utica Shales. Paul Rady, our Chairman and Chief Executive Officer, and Glen Warren, our President and Chief Financial Officer, founded our business in 2002. The majority of our management team has worked together at various times for over 30 years at Amoco Production Company, Barrett Resources Corporation, Pennaco Energy Inc. and Antero Resources. Our management team has created significant shareholder value through various past ventures, including the sale of two unconventional resource-focused upstream companies and one midstream company in the last 15 years. We have been successful in targeting large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs and oil from unconventional formations. We have been early adopters of innovative hydraulic fracturing and completion techniques, having drilled over 450 horizontal wells in the Barnett, Woodford, Marcellus and Utica Shales. As a result of our horizontal drilling and completion expertise, and the predictable geologic structure throughout our largely contiguous land position in the Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (1)CAGR means compounded annual growth rate. Our 2013 capital budget is $2.45 billion, including $1.45 billion for drilling and completion, substantially all of which is allocated to our operated drilling in liquids-rich gas areas. As of June 30, 2013, we had spent approximately $1.2 billion of our 2013 capital budget. Our Properties Marcellus Shale We believe that the Marcellus Shale is a premier North American shale play due to its high well recoveries relative to drilling and completion costs, broad aerial extent, relatively homogeneous high-quality reservoir characteristics and significant hydrocarbon resources in place. Based on these attributes, as well as drilling results publicly released by other operators, we believe that the Marcellus Shale offers some of the most attractive single-well rates of return of all North American conventional and unconventional play types. We also believe that the Marcellus Shale has two core areas: the southwestern core in northern West Virginia and southwestern Pennsylvania and the northeastern core in northeastern Pennsylvania. According to RigData, as of September 2013, approximately 90% of the 91 drilling rigs operating in the Marcellus Shale were located in these two core areas. ANTERO RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 1311 (Primary Standard Industrial Classification Code Number) 80-0162034 (IRS Employer Identification Number) 1625 17th Street Denver, Colorado 80202 (303) 357-7310 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Glen C. Warren, Jr. President, Chief Financial Officer and Secretary 1625 17th Street Denver, Colorado 80202 (303) 357-7310 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Table of Contents All of our approximately 329,000 net acres in the Marcellus Shale are located within the southwestern core. We have experienced virtually no geologic complexity in our drilling activities to date, which has contributed to what we believe to be a narrow and predictable band of expected well recoveries per 1,000 feet of lateral length on our wells. Further, the lower thermal maturity of the Marcellus Shale in the western half of the southwestern core yields liquids-rich natural gas and condensate, which allows for NGL processing that can significantly improve well economics. As of June 30, 2013, we had approximately 2,941 identified gross undrilled horizontal well locations in the Marcellus Shale. For the three months ended June 30, 2013, we had average net daily production of 457 MMcfe/d in the Marcellus Shale. Further, our estimated average net daily production for the month of August 2013 in the Marcellus Shale was 549 MMcfe/d, including 6,528 Bbls/d of NGLs and oil. We currently have 15 rigs operating in the Marcellus Shale and expect to drill 135 wells in 2013, of which 74 had been drilled as of June 30, 2013. We believe our full cycle drilling, completion and operating costs on a per unit basis are among the lowest in the Marcellus Shale and the industry as a whole. Utica Shale Based on initial drilling results and the first two months of production for our 11 Utica wells, we believe that the Utica Shale is a premier North American shale play. We believe that the core area is located in the southern portion of the play, which has been defined by significant drilling activity by several operators. We own approximately 102,000 net acres in the core of the Utica Shale and expect to add to our sizeable land position. The proximity of our Utica acreage position to our operations in the Marcellus Shale allows us to capitalize on operating and midstream synergies. We are currently operating four drilling rigs in the Utica Shale and have completed 11 horizontal wells with strong results. We have had a 100% success rate and believe over 90% of our acreage has liquids-rich gas processing potential. We expect to drill 26 wells in the Utica Shale in 2013, of which 11 had been drilled as of June 30, 2013. As of June 30, 2013, we had approximately 720 identified gross undrilled horizontal well locations in the Utica Shale. For the three months ended June 30, 2013, we had average net daily production of 1 MMcfe/d in the Utica Shale. Further, our estimated average net daily production for the month of August 2013 in the Utica Shale was 45 MMcfe/d, including 2,102 Bbls/d of NGLs and oil. Reserves The following tables provide summaries of our estimated reserves as of June 30, 2013, assuming ethane "recovery" and ethane "rejection." Ethane rejection occurs when ethane is left in the wellhead gas stream when the gas is processed, rather than being separated out and sold as a liquid after fractionation. When ethane is left in the gas stream, the BTU content of the residue gas at the outlet of the processing plant is higher. Producers will elect to "reject" ethane when the price received for the higher BTU residue gas is greater than the price received for the ethane being sold as a liquid after fractionation. When ethane is recovered, the BTU content of the residue gas is lower, but a producer is then able to recover the value of the ethane sold as a separate NGL product. In addition, gas processing plants can produce the other NGL products (propane, normal butane, isobutane and natural gasoline) while rejecting ethane. The combination of infrastructure constraints in the Appalachian region and low ethane prices has resulted in many producers "rejecting" rather than "recovering" ethane. Although our reserve data as of December 31, 2012 assumed ethane recovery based on the reserve pricing methods required by the SEC, or SEC pricing, the current spot price environment has shifted to one that favors ethane rejection and therefore our reserve estimates as of June 30, 2013 assumed ethane rejection. (a)Less than 1.0 Natural gas (Bcf) NGLS (MMBbl) Oil and condensate (MMBbl) Equivalents (Bcfe) Revisions (223 ) 2 7 (172 ) Extensions, discoveries and other additions 1,644 57 (a) 1,982 Production (84 ) (1 ) (a) (89 ) Purchase of reserves 52 2 66 Sale of reserves in place (1 ) (1 ) December 31, 2011 3,931 164 17 5,017 Revisions 198 4 (a) 222 Extensions, discoveries and other additions 1,242 115 3 1,951 Production (87 ) (a) (a) (87 ) Sale of reserves in place (1,590 ) (80 ) (17 ) (2,174 ) December 31, 2012 3,694 203 Copies to: W. Matthew Strock Matthew R. Pacey Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002-6760 (713) 758-2222 Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Common Stock, par value $0.01 per share 34,500,000 $42.00 $1,449,000,000 $197,643.60 (1)Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 4,500,000 additional shares of common stock that the underwriters have the option to purchase. (2)Estimated solely for the purpose of calculating the registration fee. (3)The Registrant previously paid $136,400 of the total registration fee in connection with the previous filing of this Registration Statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. (1)Volumes and values were determined under SEC pricing using index prices for natural gas and oil of $3.43 per MMBtu and $91.65 per Bbl. These prices were then adjusted for transportation, gathering, processing, compression and other costs. For the adjusted realized prices under SEC pricing, see "Business Our Operations Reserve Data Adjusted Index Prices Used in Reserve Calculations." (2)Our estimated proved, probable and possible reserves and PV-10 as of June 30, 2013 using SEC pricing are based on evaluations prepared by our internal reserve engineers, which have been audited by our independent reserve engineers, DeGolyer and MacNaughton. (3)All of our estimated probable and possible reserves are classified as undeveloped. (4)PV-10 was prepared using SEC pricing discounted at 10% per annum, without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure. We believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure of future net cash flows, or after tax amount, because it presents the discounted future net cash flows attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for proved, probable or possible reserves 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 or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated September 30, 2013 PROSPECTUS (1)Volumes and values were determined under strip pricing using index prices for natural gas and oil of $3.86 per MMBtu and $87.04 per Bbl. These prices were then adjusted for transportation, gathering, processing, compression and other costs. For the adjusted realized prices under strip 30,000,000 Shares Antero Resources Corporation Common Stock Table of Contents pricing, see "Business Our Operations Reserve Data Adjusted Index Prices Used in Reserve Calculations." (2)Our estimated proved, probable and possible reserves and PV-10 as of June 30, 2013 based on strip pricing as of June 30, 2013 have been prepared by our internal reserve engineers, which have been audited by our independent reserve engineers, DeGolyer and MacNaughton. (3)PV-10 was prepared using strip pricing, discounted at 10% per annum, without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure. We believe that the presentation of PV-10 is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our reserves prior to taking into account future corporate income taxes and our current tax structure. PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for proved, probable or possible reserves calculated using prices other than SEC prices. PV-10 does not take into account the effect of future taxes, and PV-10 estimates for reserve categories other than proved or for pricing sensitivities uses the relevant reserve volumes and prices, as applicable, but PV-10 is otherwise calculated using the same assumptions as those for, and in a manner consistent with, the calculation of standardized measure. Because PV-10 estimates of probable and possible reserves are more uncertain than PV-10 and standardized measure of proved reserves, but have not been adjusted for risk due to that uncertainty, they may not be comparable with each other. Similarly, PV-10 estimates for price sensitivities are not adjusted for the likelihood that the relevant pricing scenario will occur, and thus they may be subject to the same issues with comparability. Nonetheless, we believe that PV-10 estimates for reserve categories other than proved or for pricing sensitivities present useful information for investors about the future net cash flows of our reserves in the absence of a comparable GAAP measure such as standardized measure. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. Investors should be cautioned that PV-10 does not represent an estimate of the fair market value of our reserves. In addition, investors should be further cautioned that estimates of PV-10 of probable reserves, as well as the underlying volumetric estimates, are inherently more uncertain of being recovered and realized than comparable measures for proved reserves, and that the uncertainty for possible reserves is even more significant. Further, because estimates of proved and probable reserve volumes and PV-10 have not been adjusted for risk due to this uncertainty of recovery, they should not be summed arithmetically with each other or with comparable estimates for proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of reserves based on other than SEC prices. As a result, it is not practicable for us to reconcile these additional PV-10 measures to GAAP standardized measure. (4)All of our estimated probable and possible reserves are classified as undeveloped. For more information about our reserves, including the reserves attributable to individual natural gas product types and the prices used in calculating volumes and values under each pricing scenario, see "Business Our Operations Reserve Data." This is the initial public offering of the common stock of Antero Resources Corporation. We are offering 30,000,000 shares of our common stock. The selling stockholder has granted the underwriters the option to purchase up to an additional 3,750,000 shares of common stock on the same terms and conditions if the underwriters sell more than 30,000,000 shares of common stock in this offering. We have granted the underwriters the option to purchase up to an additional 750,000 shares of common stock on the same terms and conditions if the underwriters sell more than 33,750,000 shares of common stock in this offering. Any exercise by the underwriters of their options to purchase additional shares of common stock will be made initially with respect to the 3,750,000 additional shares of common stock to be sold by the selling stockholder and then with respect to the 750,000 additional shares of common stock to be sold by us. We will not receive any proceeds from the sale of shares held by the selling stockholder. No public market currently exists for our common stock. We have been approved to list our common stock on the New York Stock Exchange under the symbol "AR". We anticipate that the initial public offering price will be between $38.00 and $42.00 per share. Investing in our common stock involves risk. See "Risk Factors" beginning on page 26 of this prospectus. Per share Total Price to the public $ $ Underwriting discounts and commissions payable by us $ $ Proceeds to us (before expenses) $ $ (1)Net acres prospective for the Upper Devonian Shale are also included among the Marcellus Shale net acres. The Upper Devonian Shale and the Marcellus Shale are stacked formations within the same geographic footprint. (2)Our proved undeveloped, probable and possible identified potential well locations are based on specifically engineered locations to which the applicable category of reserves were attributable based on SEC pricing as of June 30, 2013. For a description of how we determine our identified potential well locations, see "Business Our Operations Reserve Data Identification of Potential Well Locations." (3)Classifications are based on our and other operators' drilling results in the Marcellus Shale and are subject to confirmation through actual future drilling results. For definitions of "highly rich/condensate," "highly rich gas," "rich gas" and "dry gas," see the "Glossary of Natural Gas and Oil Terms" in Annex A to this prospectus. Recent Operating Developments Our estimated current net daily production is 640 MMcfe/d, including 11,500 Bbls/d of NGLs and oil. Our estimated current net daily production in the Marcellus Shale is 555 MMcfe/d, including 7,400 Bbls/d of NGLs and oil, and our estimated current net daily production in the Utica Shale is 85 MMcfe/d, including 4,100 Bbls/d of NGLs and oil. Current net daily production represents the average net daily production for the period from September 1, 2013 through September 25, 2013. Midstream Infrastructure We maintain a strong commitment to developing the necessary midstream infrastructure to support our drilling schedule and production growth. We accomplish this goal through a combination of internal asset developments and contractual relationships with third-party midstream service providers. As part of our internal developments, we have invested a significant amount of capital in building low- and high-pressure gathering lines, compression facilities and water pipeline systems. We currently own and operate 103 miles of gathering pipelines and have contracted access to an additional 94 miles of gathering pipelines in the Marcellus and Utica Shales. We also own and operate four compressor stations and have firm access to nine additional third-party compressor stations in the Appalachian Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about , 2013. (1)Contracted firm capacity at the Sherwood and Seneca facilities as of the start-up date of each identified unit. (2)Firm interim capacity of 80 MMcf/d at Cadiz will be fixed at 50 MMcf/d capacity upon start-up of the Seneca I processing complex and will terminate upon start-up of the Seneca II processing complex. (3)We have 50 MMcf/d of interim capacity at the Seneca II processing facility until July 1, 2014. (4)Remaining 100 MMcf/d of capacity at the Seneca III processing complex is available for commitment at our option. Our NGL processing capacity at the Sherwood facility has been curtailed since August 2013 due to a line break in a MarkWest NGL pipeline caused by a landslide due to abnormal rainfall. Repairs and remediation to the pipeline and rights of way in the landslide impacted areas are currently underway, and MarkWest is working to return the pipeline to service, which is expected to be in October 2013. While our NGLs from that facility are being transported by truck for fractionation and sale, we estimate that our net daily production since August 2013 has been reduced by 60 to 80 MMcfe/d as a result of this line break in order to match NGL production to trucking capacity. We do not expect the temporary NGL processing capacity constraints at the Sherwood facility to have a material impact on our results of operations. Our midstream infrastructure also includes two independent fresh water sourcing and delivery systems for well completion operations in our Marcellus and Utica Shale operating areas. These systems consist of permanent buried pipelines, temporary surface pipelines and fresh water storage facilitates, as well as pumping stations to transport the fresh water throughout the pipeline networks. Current cost estimates for both the Marcellus and Utica projects are anticipated to total $525 million through 2023. The capital expenditures are estimated to be $250 million in 2013. The water pipeline Barclays Citigroup J.P. Morgan Credit Suisse Jefferies Wells Fargo Securities Table of Contents systems are expected to deliver a reliable year-round water supply, lessen water handling costs and significantly decrease water truck traffic and associated road damage on state, county and municipal roadways. It is estimated that these water pipeline systems will reduce our well completion costs by up to $600,000 per well, and we anticipate that over 30% of our 2013 completed wells and up to 90% of our 2014 completed wells will utilize these new infrastructures. Assuming a 7,000 foot horizontal well lateral, it is estimated that 1,850 water truckload trips per well completion will be eliminated from roadways. We also have contracted 1,300,000 MMBtu/d of long-haul firm transportation or firm sales capacity on various pipelines and 20,000 Bbl/d of committed ethane takeaway capacity to accommodate our growing production and manage basis differentials. We will continue to invest significantly in our midstream infrastructure, as it allows us to optimize our processing and takeaway capacity to support our expected rapid production growth, affords us more control over the direction and planning of our drilling schedule and has historically created significant value for our equity owners. In 2013, we estimate we will spend a total of approximately $600 million on midstream infrastructure. In addition, we believe that our midstream assets may be well suited for a master limited partnership ("MLP") or similar structure. Accordingly, following the closing of this offering, we intend to contribute our midstream assets to Antero Resources Midstream LLC, or Antero Midstream, a subsidiary formed to hold our midstream business, and enter into commercial arrangements for midstream services with them. We will initially own all of the membership interests in Antero Midstream other than a special membership interest, which will be indirectly owned by Antero Investment. The special membership interest in Antero Midstream will provide Antero Investment with certain rights, including the right to cause an initial public offering of Antero Midstream as a MLP or similar structure. Following any such initial public offering, the special membership interest will convert into a general partner interest and incentive distribution rights in the MLP, which will allow Antero Investment to manage Antero Midstream's business and affairs. We may also seek opportunities to finance our midstream business on a stand-alone basis. See "Certain Relationships and Related Party Transactions Antero Midstream" and "Corporate Reorganization." Business Strengths Our objective is to build shareholder value through growth in reserves, production and cash flows by developing and expanding our portfolio of low-risk, high-return drilling locations and ensuring timely development of processing and pipeline takeaway capacity. We believe that the following strengths will allow us to successfully execute our business strategies: Large, stable operated position in the core of the Marcellus and Utica Shales. We own extensive and contiguous land positions in the core areas of two of the premier North American shale plays. We believe our approximately 329,000 net acres in the southwestern core of the Marcellus Shale and our 102,000 net acres in the Utica Shale are characterized by consistent and predictable geology. However, 92% of this acreage is currently undeveloped or does not include wells that have been drilled or completed to a point of producing commercially viable quantities. Approximately 52% of our Marcellus acreage and 20% of our Utica acreage was held by production at June 30, 2013, while an additional 27% and 78%, respectively, does not expire for five years or more. However, 48% and 80% of our natural gas leases related to our Marcellus and Utica acreage, respectively, require us to drill wells that are commercially productive by the end of the primary term, and if we are unsuccessful in drilling such wells, we could lose our rights under such leases. As of June 30, 2013, all of our total aggregate proved, probable and possible reserves were attributable to properties that we operate. Morgan Stanley TD Securities Tudor, Pickering, Holt & Co. Table of Contents Multi-year, low-risk drilling inventory. Our drilling inventory at June 30, 2013 consisted of 4,576 identified potential horizontal well locations on our existing leasehold acreage. We believe that we and other operators in the area have substantially delineated and de-risked our large contiguous acreage position in the southwestern core of the Marcellus Shale. We have drilled and completed 199 wells on our Marcellus Shale acreage with a success rate of 100%. We have drilled and completed 11 horizontal wells in the core of the Utica Shale with a 100% success rate. Exposure to large resource of liquids-rich gas and condensate. Approximately 64% of our 4,576 identified potential horizontal well locations as of June 30, 2013 target the liquids-rich gas regions of the Marcellus and Utica Shales. The gas content of this liquids-rich gas allows for NGL processing that, coupled with the condensate, can significantly improve well economics. This exposure to a range of liquids contents allows us to optimize our drilling economics across a portfolio of liquids-rich gas locations in order to take advantage of the existing commodity price environment. Low-cost leader. We are a low-cost leader in the U.S. Our ability to drill consistently long laterals, averaging over 7,000 lateral feet, helps us to reduce costs on a per-lateral-foot basis, which is a key competitive advantage. The contiguous nature of our leasehold and the lack of geologic complexity are critical to our ability to drill long laterals. Additionally, since June 2013, we have shortened our average frac stage lengths on many of our Marcellus Shale wells from 350 feet per stage historically to 150 to 250 feet per stage. Initial well results have shown increases in 24-hour initial production rates of 25% to 35% when compared to similar wells within the same geographic area. In addition, we estimate that the incremental costs attributable to the short stage lengths has averaged an estimated $1.5 million to $2.0 million per well. We have implemented operational efficiencies to continue lowering our costs, such as (i) pad drilling, (ii) development of an extensive water pipeline system, (iii) the use of less expensive, shallow vertical drilling rigs to drill to the kick-off point of the horizontal wellbore, (iv) the use of natural gas powered rigs and (v) our proactive approach to meeting our gathering, processing and compression infrastructure needs. Access to committed processing, compression and takeaway capacity in the Marcellus and Utica Shales. We have contracted a total of 750 MMcf/d of processing capacity in the Marcellus Shale, 400 MMcf/d of which is currently in service. Similarly, we have 300 MMcf/d of contracted processing capacity in the Utica Shale, with the option to access additional capacity. We also have secured 1,300,000 MMBtu/d of long-haul firm transportation capacity or firm sales and have committed to 20,000 Bbl/d of ethane takeaway capacity. We believe our commitment to midstream infrastructure allows us to commercialize our production more quickly at optimal prices, making us a logical consolidator of additional acreage in our core areas. Financial strength and flexibility. As of June 30, 2013, after giving effect to this offering and the application of the net proceeds therefrom, we expect to have approximately $1.72 billion of available borrowing capacity under our credit facility (after deducting $32 million outstanding letters of credit). After the completion of this offering and the recent increase in lender commitments under our credit facility, together with our operating cash flow and hedging program, we believe we will have the financial flexibility to pursue our currently planned 2013 and 2014 development and delineation drilling activities. Proven and incentivized executive and technical teams. We believe our management team's experience and expertise across multiple resource plays provides a distinct competitive advantage. Our officers have an average of over 30 years of industry experience in the Rocky Mountain, Midcontinent and Appalachian operating regions and have successfully built, grown and sold two unconventional resource-focused upstream companies and one midstream company in the past 15 years. Additionally, our technical team has drilled over 450 horizontal wells in the Table of Contents Results of Operations Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2013 The following table sets forth selected operating data (as recast for discontinued operations) for the three months ended June 30, 2012 compared to the three months ended June 30, 2013: Three Months Ended June 30, Amount of Increase (Decrease) Percent Change 2012 2013 (in thousands, except per unit and production data) Operating revenues: Natural gas sales $ 44,688 $ 172,332 $ 127,644 286 % NGL sales 17,244 17,244 * Oil sales 277 2,085 1,808 653 % Commodity derivative fair value gains (losses) (6,040 ) 195,483 201,523 * Total operating revenues 38,925 387,144 348,219 895 % Operating expenses: Lease operating expense 1,866 1,454 (412 ) (22 )% Gathering, compression, processing and transportation 20,079 48,670 28,591 142 % Production taxes 3,371 10,108 6,737 200 % Exploration expenses 2,952 7,300 4,348 147 % Impairment of unproved properties 1,295 4,803 3,508 271 % Depletion, depreciation, and amortization 22,321 52,589 30,268 136 % Accretion of asset retirement obligations 24 267 243 1,013 % General and administrative 10,473 13,567 3,094 30 % Total operating expenses 62,381 138,758 76,377 122 % Operating income (loss) (23,456 ) 248,386 271,842 * Interest expense (24,223 ) (33,468 ) (9,245 ) 38 % Income (loss) before income taxes and discontinued operations (47,679 ) 214,918 262,597 * Income tax benefit (expense) 14,442 (83,725 ) (98,167 ) * Income (loss) from continuing operations (33,237 ) 131,193 164,430 * Loss from discontinued operations (444,850 ) 444,850 * Net income (loss) attributable to Antero members $ (478,087 ) $ 131,193 $ 609,280 * EBITDAX from continuing operations(1) $ 60,236 $ 132,608 $ 72,372 120 % Total EBITDAX(1) $ 106,239 $ 132,608 $ 26,369 25 % Production data: Natural gas (Bcf) 19 39 20 104 % NGLs (MBbl) 354 354 * Oil (MBbl) 4 25 21 585 % Combined (Bcfe) 19 42 23 115 % Daily combined production (MMcfe/d) 213 458 245 115 % Average prices before effects of cash settled derivatives(2): Natural gas (per Mcf) $ 2.31 $ 4.37 $ 2.06 89 % NGLs (per Bbl) $ $ 48.70 $ * * Oil (per Bbl) $ 77.16 $ 85.07 $ 7.91 10 % Combined (per Mcfe) $ 2.32 $ 4.60 $ 2.28 98 % Average realized prices after effects of cash settled derivatives(2): Natural gas (per Mcf) $ 4.89 $ 4.74 $ (0.15 ) (3 )% NGls (per Bbl) $ $ 48.70 $ 48.70 * Oil (per Bbl) $ 77.16 $ 80.70 $ 3.54 5 % Combined (per Mcfe) $ 4.90 $ 4.94 $ 0.04 1 % Average costs (per Mcfe): Lease operating costs $ 0.10 $ 0.03 $ (0.07 ) (70 )% Gathering, compression, processing and transportation $ 1.04 $ 1.17 $ 0.13 13 % Production taxes $ 0.17 $ 0.24 $ 0.07 41 % Depletion, depreciation, amortization, and accretion $ 1.15 $ 1.27 $ 0.12 Table of Contents ANTERO RESOURCES LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements (Continued) December 31, 2010, 2011, and 2012 (16) Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Continued) variables, including availability of capital; future oil and gas prices; and cash flows from operations, future drilling costs, demand for natural gas, and other economic factors. Natural gas (Bcf) NGLS (MMBbl) Oil and condensate (MMBbl) Equivalents (Bcfe) Proved developed and undeveloped reserves: December 31, 2009 1,130 1 1,141 Revisions 38 35 1 253 Extensions, discoveries and other additions 1,248 69 8 1,712 Production (45 ) (a) (47 ) Purchase of reserves 172 172 December 31, 2010 2,543 104 Baird BMO Capital Markets Capital One Securities Raymond James Scotiabank / Howard Weil Credit Agricole CIB KeyBanc Capital Markets Mitsubishi UFJ Securities BB&T Capital Markets Comerica Securities Prospectus dated , 2013 Table of Contents Barnett, Woodford, Marcellus and Utica Shales over the past ten years. Our management team has a significant economic interest in us through their interest in our controlling stockholder, Antero Resources Investment LLC, or Antero Investment. Management's percentage interest in our stock held by Antero Investment may increase over time, without diluting public investors, if our stock price appreciates following this offering. We believe our management team's ability to increase their economic interest in us provides significant incentives to grow our stock price for the benefit of all stockholders. Business Strategy Our strategy consists of the following principal elements: Create shareholder value through the development of our extensive drilling inventory. Since initiating our drilling program with one rig in 2009, we have invested over $3.2 billion in land and drilling in the Appalachian Basin and currently intend to use an average of 17 rigs in 2013. With 15 rigs running in the Marcellus Shale, we are currently the most active driller in the area based on information from RigData. We intend to dedicate substantially all of our $1.45 billion drilling and completion budget in 2013 to develop our liquids-rich areas. Approximately 85% of the 2013 drilling and completion budget is allocated to the Marcellus Shale, and the remaining 15% is allocated to the Utica Shale. Enhance returns through a focus on optimizing full cycle economics. We continually monitor and adjust our drilling program with the objective of achieving the highest total returns on our portfolio of drilling opportunities. We believe that we will achieve this objective by (i) minimizing the capital costs of drilling and completing horizontal wells, (ii) maximizing well production and recoveries by optimizing lateral length, the number of frac stages, perforation intervals and the type of fracture stimulation employed, (iii) targeting specific BTU windows within our leasehold position to optimize our hydrocarbon mix based on the existing commodity price environment, (iv) minimizing operating costs through efficient well management, and (v) pursuing infrastructure initiatives, such as the development of our extensive water pipeline system and gas gathering system. Maximize wellhead economics by ensuring timely development of processing and pipeline takeaway capacity and the marketing of our NGLs. We expect to continue to meaningfully increase our liquids production from the NGLs, oil and condensate associated with our growing natural gas production. We endeavor to ensure that we have sufficient processing capacity in place to recover NGLs when economically desirable. We have also secured long-term firm takeaway capacity and firm sales on major pipelines that are in existence or currently under construction in our core operating areas to accommodate our growing production and to manage basis differentials. Further, we plan to maximize the value of our NGLs through processing and marketing agreements with transporters and NGL end users. Continue growing our core acreage position through leasing and strategic acquisitions. We intend to continue identifying and acquiring additional acreage and producing assets in our core areas in the Marcellus and Utica Shales. We believe that by managing a large team of dedicated landmen, we have a competitive advantage that enables us to continue to opportunistically add acreage to our core positions. This team of landmen has allowed us to build a large, contiguous acreage position in our Marcellus and Utica Shale plays, making us the logical acreage consolidator in our core areas. We initially targeted and acquired 114,000 net acres in the Marcellus Shale in 2008, based on specific geologic and technical analysis, and have selectively built our position to approximately 329,000 net acres. We started building our targeted Utica Shale acreage position in the fourth quarter of 2011 and currently have approximately 102,000 net acres of leasehold in the core of the liquids-rich window in Ohio. Table of Contents Table of Contents Manage commodity price exposure through an active hedging program to protect our expected future cash flows. We expect to continue to maintain an active hedging program designed to mitigate volatility in commodity prices and regional basis differentials and to protect our expected future cash flows. As of June 30, 2013, we had entered into hedging contracts through December 31, 2018 covering a total of approximately 943 Bcfe of our projected natural gas and oil production at a weighted average price of $4.80 per Mcfe. These hedging contracts include hedges for the six-month period ending December 31, 2013 covering a total of approximately 84 Bcfe of our projected natural gas and oil production at a weighted average price of $4.68 per Mcfe. This hedging program has led to over $650 million in realized gains over the past five years.

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+PROSPECTUS SUMMARY As used in this prospectus, unless the context otherwise requires, we, us, our, and Sedition Films Inc. Refers to Sedition Films Inc. The following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock. Our business General Sedition Films Inc. is a development stage film and television production company based in London, U.K. We were registered in the State of Nevada on May 17, 2011 under the name Renaissance Films Inc. On September 26, 2011 company changed its name to Sedition Films Inc. We intend to earn profit from selling films. We are planning to produce documentary films, anywhere from 23 minutes (to fit a 30 minute commercial television slot) to a two part series of 60-minute episodes. A documentary is a factual piece of filmmaking, which is relatively cheap to produce (compared to a feature film movie). The production costs include the price of equipment, edit-suite hire and the payment of a fee to a filmmaker. Our plan is to produce following particular films: 1. Kosovo the Mafia State: An investigative documentary fronted by respected British journalist Neil Clarke, which examines the grisly but lucrative illegal trade in human organs by current Kosovo Prime Minister and ex guerrilla commander, Hashim Thaki. 2. The unstoppable Rise of Tyson Fury: We will follow the fearsome and charismatic, 6 ft 9, Irish/gypsy fighter, Tyson Fury, in his quest to become the heavyweight boxing champion of the world. The company held dialogs with relevant agents in Kosovo region who will be crucial to the success of our shoot of the Kosovo the Mafia State film. We have also been in negotiations with promotional team of Mr. Tyson Fury to secure access to his next fight. Company is trying to secure filming access without having to pay upfront fee. To date we have not received any commissions to produce any films nor have we produced any documentary films yet and we haven t generated any revenues. The estimated amount of funds we will need to commence operations and produce the two pilot films in the next twelve month is $25,399. We hope to be able to raise additional funds to produce our film projects from British television broadcasters, from loans from our director or from the sale of our common stock. How we intend to raise funds through broadcaster s commissions is described in Our Business section on page 23. To date we do not have any such commitments, arrangements or agreements to raise additional funds and there can be no assurances that we will be able to do so. To date we have registered our corporation and brought the company to a good standing with the state of Nevada. We have built a business plan together with a planned out 12 month Plan of Operations. Company has made a contract with Emile Lawrence. Pursuant to the terms of the agreement, Emile Lawrence is to provide three songs for use in a film 'Kosovo the Mafia State' for a fee of $1,800. The agreement also gives Sedition Films full rights to exploit the songs. Our company has also bought an Internet domain name and has also purchased some assets in a form of electronic and filming equipment. Currently, we are proceeding with development of our company website and conducting market research related to the industry, we have researched government regulations related to our proposed business. Our cash on hand as of July 22, 2013 is $3,110, our monthly burn rate pre-offering is approximately $1,130 and our post-offering burn rate is estimated to be $2,120. Without any additional capital generated, taking the average of this two rates, we estimate that the company will run out of funds by August 2013. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant or our business may fail. Our principal executive office is located at the ground floor suite, 37 Netherhall Gardens in London, United Kingdom NW3 5RL. Our telephone number is (44)-785-909-1084, and our registered agent for service of process is the Business Fillings Incorporated, located at 8040 Excelsior Drive, Suite 200, Madison WI 53717. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act ( JOBS Act ). The Offering: Securities offered: 1,413,400 shares of common stock, par value $.001 B Offering price : The selling security holders purchased their shares of common stock from the Company at the price of $0.002 and $0.03 per share and will be offering their shares of common stock at an arbitrarily determined price of $0.04 per share. This is a fixed price at which the selling security holders may sell their shares until, if at all, our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. Shares outstanding prior to offering: 5,413,400 shares of common stock. Shares outstanding after offering: 5,413,400 shares of common stock. Market for the common shares: There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Use of proceeds: We will not receive any proceeds from the sale of shares by the selling security holders. Going Concern Considerations: As reflected in the accompanying financial statements, the Company is in the development stage and has a cumulative net loss of $10,335 for the period from May 17, 2011 (inception) to April 30, 2013. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Summary Risk Factors: Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties as described under Risk Factors, the other information contained in this prospectus and our financial statements and the related notes before you decide whether to invest in our common stock. Summary Financial Information The following financial information summarizes the more complete historical financial information at the end of this prospectus. As of April 30 , 2013 (unaudited) Balance Sheet Total Assets $ 9,124 Total Liabilities $ 101 Stockholders' Equity $ 9.023 Period from May 17, 2011 (date of inception) to April 30 , 2013 (unaudited) Income Statement Revenue $ 0 Total Expenses $ 10,497 Net Loss $ (10,497 ) As of April 30, 2012 (audited) Balance Sheet Total Assets $ 2,740 Total Liabilities $ 0 Stockholders' Equity $ 2,740 Risk Factors An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment. If we do not obtain additional financing, our business will fail. We anticipate that additional funding might be needed or various expenses including general administrative expenses and marketing costs. We have generated no revenue from operations since inception. In order to commence our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business objectives, we may have to delay the implementation of our business plan. We estimate that we will need approximately $20,000 in additional funds to complete our planned operations. This is in consideration with Company's cash balance of $3,110 as of July 22, 2013, and amount needed to execute the 12 month plan of operations at $25,399. We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our director. Our monthly pre-offering burn rate is approximately $1,130 and our post-offering burn rate is estimated to be $2,120. This amounts will be used for SEC reporting and legal fees and for company's business activities stated in the plan of operations. Without any additional capital generated, taking the average of this two rates, we estimate that the company will run out of funds by August 2013. We estimate the amount of funds we will need to commence and carry operations and produce two film pilots in the next 12 months to be $25,399. Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed. We will be required to expend substantial amounts of working capital in order to acquire and market our proposed products and establish the necessary relationships to implement our business plan. We were incorporated on May 17, 2011. Our operations to date were funded entirely by capital raised from our private offering of securities. Notwithstanding the offering, we will continue to require additional financing to execute our business strategy. We are totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. After reviewing our financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders. We lack an operating history and have not generated any revenues to date. There is no assurance our future operations will result in revenues. If we cannot generate sufficient revenues to operate profitably, we may have to cease operations. We were incorporated in May 17, 2011 and we have business operations which can not be defined as substantial. We do not have significant operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to April 30 , 2013 is $10,497 of which $246 is for miscellaneous expenses, $1,938 is for studio projects expenses and depreciation expense of $810 , professional fees of $7,220 and bank service charges of $283 . Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by attracting enough clients who will buy our product or services. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEDITION FILMS INC. (Exact name of registrant as specified in its charter) Nevada 7819 99-0378854 (State or jurisdiction of incorporation or organization) Primary Standard Industrial Classification Code Number IRS Employer Identification Number Ground Floor Suite 37 Netherhall Gardens, London NW3 5RL United Kingdom Tel: (44)-785-909-1084 Business Fillings Incorporated Excelsior 8040 Excelsior Drive Suite 200 Madison, WI 53717 Tel: 1-800-981-7183 (Address and telephone number of registrant's executive office) (Name, address and telephone number of agent for service) Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations. If we are not successful at raising additional funds, we estimate that we may incur loses of up to $2,120 per month, considering the previously estimated Company's burn rate of $2,120 on legal and professional fees public company reporting costs, and operating expenses throughout the development stage. Because we are considered to be a shell company under applicable securities rules, investors may not be able to rely on the resale exemption provided by Rule 144 of the Securities Act unless and until we cease to be a shell company and have satisfied the requirements of Rule 144(i)(1)(2). As a result, investors may not be able to re-sell our shares and could lose their entire investment. We are a shell company as defined by Rule 12b-2 promulgated under the Exchange Act. Accordingly, the securities in this offering can only be resold through registration under the Securities Act, meeting the safe harbor provisions of paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities Act of 1933 for non-affiliates. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a "shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a "shell company" and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144. The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. Because we are considered to be a shell company under applicable securities rules, we are subject to additional disclosure requirements if we acquire or dispose of significant assets in the course of our business. We will incur additional costs in meeting these requirements, which will adversely impact our financial performance and, therefore, the value of your investment. Because we are considered to be a shell company under Rule 405 of Regulation C of the Securities Act, we are subject to additional disclosure requirements if we entered into a transaction which results in a significant acquisition or disposition of assets. In such a situation, we must provide prospectus-level, detailed disclosure regarding the transaction, as well as detailed financial information. In order to comply with these requirements, we will incur additional legal and accounting costs, which will adversely impact our results of operations. As a result, the value of an investment in our shares may decline as a result of these additional costs. Because our officer and director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail. Mr. Lawrence intends to commit 20% to 25% of his business time to our affairs at the beginning and has agreed to devote more of his time to our business matters when it will be required when our operations expand. Because our officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. We may be exposed to potential risks and significant expenses resulting from the requirements under section 404 of the Sarbanes-Oxley Act of 2002. If we become registered with the SEC, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees. We do not intend to develop or manufacture any products, and consequently have no products in development, manufacturing facilities or intellectual property rights. As we develop our business, hire employees and consultants and seek to protect our intellectual property rights, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Also, Jesse Lawrence, our sole officer and director is currently responsible for our disclosure and accounting controls but does not have a financial or management background which may result in weaknesses in our disclosure and internal controls. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses. In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. However, as an emerging growth company, as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Because our director owns 73.9 % of our issued and outstanding common stock, he can make and control corporate decisions that may be disadvantageous to minority shareholders. Our director, Mr. Jesse Lawrence owns approximately 73.9% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to prevent or cause a change in control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. Because our officer is our sole director, he will determine his compensation, and there may not be funds available to grow our business. Because our officer is our sole director, he has sole discretion to determine his compensation. If he determines his future compensation to be substantial, we may not have any funds left over to grow our business and our operations will be affected negatively. If Jesse Lawrence, our sole officer and director, should resign or die, we will not have a chief executive officer. This could result in our operations suspending, and you could lose your investment. We depend on the services of our officer and director Jesse Lawrence for the future success of our business. The loss of the services of Mr. Lawrence could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment. We do not carry any key personnel life insurance policies on Mr. Lawrence and we do not have a contract for his services. U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its non-U.S. resident officer and director. While we are organized under the laws of State of Nevada, our office and director is non-U.S. resident. Consequently, it may be difficult for investors to affect service of process on Mr. Lawrence in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Lawrence based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside of U.S., it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States. Our business can be effected by currency rate fluctuations as we may receive payments and incur expenses in foreign currency. We may receive some of our earnings in US currency. However, some of our clients might pay us in foreign currency. Also, as our operations are based in London, some of our expenses will be incurred in pounds sterling. If we are not able to successfully protect ourselves against currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well. If a market for our common stock does not develop, shareholders may be unable to sell their shares. There is currently no market for our common stock and we can provide no assurance that a market will develop. We plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment. Our shares of common stock are subject to the penny stock rules of the securities and exchange commission and the trading market in our securities will be limited, which will make transactions in our stock cumbersome and may reduce the value of an investment in our stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks. Penny stocks generally are equity securities with a price of less than $4 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares. If our shares of common stock commence trading on the OTC Bulletin Board, the trading price will fluctuate significantly and stockholders may have difficulty reselling their shares. As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board. If our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends. Any additional funding we arrange through the sale of our common stock will result in dilution to existing shareholders. We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors shares. We do not expect to pay dividends in the foreseeable future. We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. Our sole officer and director has no experience managing a public company or formal training in financial accounting or management. Jesse Lawrence, our sole officer and director has no experience managing a public company. He may not have sufficient experience and training to recognize and take advantage of potential acquisition and exploration opportunities without the aid of qualified consultants. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of losing your entire investment in us. We will incur on-going costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. Being a public company having a legal and accounting expenses and paying Transfer Agent and Edgar fees we may incur cost of $10,000 a year. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. As an emerging growth company under the Jobs Act, we are permitted to rely on exemptions from certain disclosure requirements. We qualify as an emerging growth company under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: - have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; - comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); - submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay and say-on-frequency; and - disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may not be able to secure commission from a television broadcaster. Sedition Films Inc. could face a failure in landing a commission from a broadcaster, it would be a set back for the business and would signify that Sedition Films Inc. is yet to be recognized as a cogent production company. This would adversely affect the ability of our firm to advertise our films, raise money, and enter advantageous deals with other established partners. Without the funding from the commission we will have to search for other ways to raise financing for our films. At the present there are no such arrangements secured. The Offering This prospectus relates to the resale by certain selling security holders of the Company of up to 1,413,400 shares of our common stock. Such shares were offered and sold by us at purchase prices of $ 0.002 and $0.03 per share to the selling security holders in a fully subscribed private placements completed in August 2012 pursuant to the exemptions from registration under the Securities Act provided by Regulation S of the Securities Act. The Company raised $15,520 in gross proceeds, which were used for working capital purposes. The selling security holders will be offering the shares of common stock being covered by this prospectus at a fixed price of $0.04 per share until a market develops, if at all, and thereafter at prevailing market prices or privately negotiated prices. Forward-Looking Statement

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+PROSPECTUS SUMMARY This summary provides an overview of all material information contained in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares our selling stockholders are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements appearing elsewhere in this prospectus. Unless the context otherwise requires, references in this prospectus to, "Fuse," "Fuse Science," "Company," "we," "our" and "us" refers to Fuse Science, Inc., a Nevada corporation and its subsidiaries. Business Overview Fuse Science, Inc. is an innovative consumer products and delivery technology holding company based in Miami Lakes, Florida. Fuse Science holds the rights to new, patent-pending technologies poised to redefine how consumers receive energy, medicines, vitamins and minerals. The Company maintains the rights to sublingual and transdermal delivery systems for bioactive agents that can now, for the first time, effectively encapsulate and charge many varying molecules in order to produce complete product formulations which can be consumed orally, applied topically or delivered otherwise sublingually or transdermally, thereby bypassing the gastrointestinal tract and entering the blood stream directly. The Fuse Science technology is designed to accelerate conveyance of medicines or nutrients relative to traditional pills and liquids and can enhance how consumers receive these products. We plan to commercialize our proprietary technology through a dual strategy: the commercialization of select sports nutrition and performance products which showcase the efficacy and ease of use to consumers leveraging the voice of and endorsement partnerships with prominent athletes to drive, brand and product awareness, and targeted licensing of the proprietary technology into major over-the-counter (OTC) and pharmaceutical categories in which the delivery system offers superior product efficacy and consumption. The Company s initial sports nutrition and performance product, Enerjel , was launched online on December 30, 2011, followed by its expansion into targeted retail distribution channels in mid-2012. Enerjel is a topical product leveraging some of our proprietary technology, which is designed to address muscle fatigue and soreness, before, during and after physical activity. In December 2012, the Company launched its initial "DROP" products, PowerFuse (an energy formulation in a concentrated drop) and ElectroFuse (an electrolyte formula in a concentrated drop), online, with the expansion into targeted retail distribution channels to begin in early 2013. Simultaneously, the Company is focusing on OTC and pharmaceutical licensing efforts beginning with analgesic, hypoglycemic, and hyperglycemic platforms, with the assistance of Atlas Advisors, an investment banking firm specializing in this field. We believe that our dual approach provides a foundation for a long-term strategy to deliver significant shareholder value. We are no longer a development stage company, having transitioned to the operating stage during the second quarter of fiscal 2012. Our primary focus now is increasing market-acceptance for our products and, accordingly, increasing sales. With this change in our status, we expect that our financial condition and results of operations will undergo substantial change from what we experienced as a development stage company. In addition to recording both revenue and expense from product sales, we expect to incur increased costs for sales and marketing expenses. Accordingly, the financial condition and results of operations reflected in our historical financial statements are not expected to be indicative of our future financial condition and results of operations. Background The Company was incorporated in Nevada on September 21, 1988. Since that time, the Company has engaged in a number of businesses as a private and subsequently a publicly held company, including developing and marketing data communications and networking infrastructure solutions for business, government and education (which business was sold in 2002) and as a " business development company " under the Investment Company Act of 1940, from 2007 to 2009. On April 14, 2011, Maurice E. Durschlag, our former President, Chief Executive Officer, Secretary, Treasurer and director, assigned and transferred the assets of two privately held companies to a newly formed Delaware company, Fuse Science, Inc. (" Newco "). Newco was developing sublingual and transdermal delivery technologies with applications in the sports nutrition and medical fields for the delivery of energy, medicines, vitamins and minerals. Mr. Durschlag held 23% of the outstanding shares of Newco. Adam Adler, our current Chief Business Development Officer, and Brian Tuffin, our current Chief Executive Officer, each held 27% and 26%, respectively, of the outstanding shares of Newco. Pursuant to an Exchange Agreement dated April 14, 2011 (the "Exchange Agreement") by and among the Company, whose corporate name was then "Double Eagle Holdings, Ltd.," Maurice E. Durschlag, Adam Adler, Leonard Adler and Brian Tuffin (collectively, the "Sellers"), the Sellers exchanged all the common stock of Newco for an aggregate of 23,297,000 shares of the Company s common stock such that Newco is now a wholly owned subsidiary of the Company. In connection with the Exchange Agreement described above, the following shares of common stock of the Company were issued: (i) 5,445,500 shares were issued to Maurice E. Durschlag; (ii) 6,007,000 shares were issued to Brian Tuffin; (iii) 6,332,300 shares were issued to Adam Adler; and (iv) 5,512,500 shares were issued to Leonard Adler. In December 2011, the Company changed its name from "Double Eagle Holdings, Ltd." to "Fuse Science, Inc." Principal Executive Offices Our executive offices are located at 6135 NW 167th Street, #E-21, Miami Lakes, Florida 33015 and our telephone number is (305) 503-3873. Our website is www.fusescience.com . Information contained on our website does not constitute part of this prospectus. The Offering Common stock offered by selling stockholders 71,349,470 shares of common stock. (1) Common stock outstanding on May 21, 2013 235,486,984 shares of common stock. (2) Terms of the Offering The selling stockholders will determine when and how they will sell the common stock offered in this prospectus. Use of Proceeds We will not receive any proceeds from the sale of common stock offered by the selling stockholders under this prospectus. We may receive proceeds in connection with the exercise of the Warrants, if exercised for cash. We intend to use any such proceeds for working capital and other general corporate purposes. There is no assurance that any of the Warrants will ever be exercised for cash, if at all. 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. Risk Factors relating to our business and prospects include: the limited operating history with our current business; significant losses incurred to date and " going concern " explanatory paragraph in our auditors report; the need for substantial additional financing to become commercially viable; restrictions on incurring additional debt and pledging our assets; dependence upon the successful development, commercial launch and acceptance of our planned products and in the successful license of our technology; effectiveness of the Company s marketing strategy; the scope of intellectual property protection we can achieve; our dependence on third party manufacturing; competition; and our reliance on key members of management. (1) Of the 71,349,470 shares registered hereunder, 67,128,885 shares are issuable upon conversion of the Notes or pursuant to the terms of the Notes and/or upon exercise of the 2013 Warrants, calculated by the Company as of the date of this registration statement based on 110% of (i) the number of shares of common stock initially issuable upon conversion of the Notes, (ii) the number of other shares of common stock issuable pursuant to the Notes and (iii) the number of shares of common stock issuable upon exercise of the 2013 Warrants, assuming the Warrant Share Adjustment (as hereinafter defined) occurs upon expiration of the Measurement Period (as hereinafter defined). In addition to both economic and standard anti-dilution adjustments, the conversion price of the Notes and the exercise prices of and number of shares issuable pursuant to the 2013 Warrants are subject to additional adjustments described below in "Recent Developments – Description of the Securities in the March 2013 Financing." This prospectus also covers 4,220,586 shares of common stock issuable upon exercise of the Placement Agent Warrants, assuming the Warrant Share Adjustment (as hereinafter defined) occurs upon expiration of the Measurement Period (as hereinafter defined). (2) Does not include (i) 51,530,538 shares of common stock issuable upon the exercise of outstanding stock options, (ii) 78,500,397 shares of common stock issuable upon the exercise of outstanding warrants, including the Warrants (assuming the Warrant Share Adjustment, as hereinafter defined, occurs upon expiration of the Measurement Period, as hereinafter defined), (iii) 12,675,491 shares of common stock issuable upon the conversion of outstanding convertible notes, including the Notes and (iv) 34,719,462 additional shares of common stock reserved for issuance under the Company s 2011 Incentive Stock Plan and 2011 Endorsers Incentive Stock Plan.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing. You should read the entire prospectus carefully, including the Risk Factors information included in the description of each of the Funds and elsewhere in this prospectus. The Program The ABA Retirement Funds Program, which we refer to as the Program, is a comprehensive retirement program that provides eligible employers that adopt the Program with tax-qualified employee retirement plans, a variety of investment options and related recordkeeping and administrative services. The Program is sponsored by ABA Retirement Funds, an Illinois not-for-profit corporation, which was organized by the American Bar Association to encourage lawyers to provide retirement benefits for themselves and their employees by sponsoring retirement programs. The Program, by acting on behalf of, and combining the assets of, many retirement plans of different sizes, seeks to achieve economies of scale that allow the Program to provide a level of recordkeeping, communication, investment and fiduciary services that many such plans might not be able to obtain on their own and at costs that may be lower than such plans could obtain on their own. The American Bar Association Members/Northern Trust Collective Trust, which we refer to as the Collective Trust, is a group trust established under a declaration of trust dated August 8, 1991 and subsequently amended from time to time. The Collective Trust itself has no employees. Northern Trust Investments, Inc., which we refer to as Northern Trust Investments or the Trustee, is an Illinois banking corporation and a wholly-owned subsidiary of The Northern Trust Company, which we refer to as Northern Trust. Northern Trust is an Illinois banking corporation and a wholly-owned subsidiary of Northern Trust Corporation, a publicly-traded financial holding company registered with the Board of Governors of the Federal Reserve System pursuant to the Federal Bank Holding Company Act of 1956, as amended. Northern Trust Investments, solely in its role as trustee of the Collective Trust, offers the investment options available under the Program s Collective Trust. The board of directors of Northern Trust Investments is responsible for management of Northern Trust Investments business and affairs, including its service as trustee of the Collective Trust. For a more complete description of the relationship between Northern Trust and Northern Trust Investments, see Northern Trust and Northern Trust Investments. ING Life Insurance and Annuity Company, a Connecticut corporation, which we refer to as ING Life, acting through its affiliates, including ING Institutional Plan Services, LLC, a Delaware limited liability company, which we refer to as ING Services, provides recordkeeping, communication, marketing and administration services to the Program, including maintenance of individual account records or accrued benefit information for Participants whose Employers choose to have the Program s administrator maintain those account records. ING Services also provides certain account and investment information to Employers and Participants, manages the receipt of all plan contributions, forwards investment and transaction instructions to the appropriate parties and forwards instructions relating to distribution of benefits provided by the plans. Investment Options Assets contributed or held under the Program may be invested in any of the following Funds in accordance with the descriptions below or a Self-Directed Brokerage Account. Managed Funds The Collective Trust offers six Managed Funds, each of which is actively managed. The Stable Asset Return Fund invests primarily in high quality fixed-income instruments and investment contracts. The Bond Core Plus Table of Contents MANAGED FUNDS STABLE ASSET RETURN FUNDSM invests primarily in high quality fixed-income instruments and investment contracts issued by insurance companies, banks or other financial institutions with the objective of providing current income consistent with preserving principal and maintaining liquidity. BOND CORE PLUS FUND invests in debt securities of varying maturities with the objective of achieving a competitive total return from current income and capital appreciation. LARGE CAP EQUITY FUND invests primarily in equity securities of large capitalization U.S. companies with the objective of achieving long-term growth of capital. Any income received is incidental to this objective. For this purpose, large capitalization companies are considered those with a market capitalization of greater than $1 billion. SMALL-MID CAP EQUITY FUND invests primarily in equity securities of small and medium capitalization U.S. companies with the objective of achieving long-term growth of capital. Any income received is incidental to this objective. For this purpose, small and medium capitalization companies are considered those with a market capitalization between $100 million and $20 billion. INTERNATIONAL ALL CAP EQUITY FUND invests primarily in equity securities of companies domiciled outside of the U.S. The Fund may invest in companies of any size located in a number of countries throughout the world. GLOBAL ALL CAP EQUITY FUND invests primarily in equity securities of companies located throughout the world, including those domiciled in the U.S., through investments in the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund. INDEX FUNDS BOND INDEX FUND invests in U.S. Government Obligations and U.S. dollar-denominated corporate debt securities, mortgage-backed securities, commercial mortgage-backed securities and asset-backed securities with the objective of replicating the total rate of return of the Barclays Capital U.S. Aggregate Bond Index. LARGE CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the S&P 500 with the objective of replicating the total rate of return of the S&P 500. ALL CAP INDEX EQUITY FUND invests in common stocks included in the Russell 3000 Index with the objective of replicating the total rate of return of the Russell 3000 Index. MID CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the S&P MidCap 400 with the objective of replicating the total rate of return of the S&P MidCap 400. SMALL CAP INDEX EQUITY FUND invests in securities of U.S. companies included in the Russell 2000 Index with the objective of replicating the total rate of return of the Russell 2000 Index. INTERNATIONAL INDEX EQUITY FUND invests in securities of non-U.S. companies included in the Morgan Stanley Capital International All-Country World Ex-U.S. Index, which we refer to as the MSCI ACWI ex-US Index, with the objective of replicating the total rate of return of the MSCI ACWI ex-US Index. Table of Contents Fund invests primarily in debt securities of varying maturities. The Large Cap Equity Fund, the Small-Mid Cap Equity Fund, the International All Cap Equity Fund and the Global All Cap Equity Fund are multi-manager Funds and invest primarily in various types of equity securities. Index Funds The Collective Trust offers the following six Index Funds, each of which is designed to replicate the investment performance of a specific securities index: the Bond Index Fund, the Large Cap Index Equity Fund, the All Cap Index Equity Fund, the Mid Cap Index Equity Fund, the Small Cap Index Equity Fund and the International Index Equity Fund. Real Asset Return Fund The Collective Trust offers the Real Asset Return Fund, a diversified portfolio which is designed to provide investors with a return in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy). Alternative Alpha Fund The Collective Trust offers the Alternative Alpha Fund, a diversified portfolio with exposure to a broad set of investments with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments (although the Alternative Alpha Fund can be expected to have greater risk and volatility than cash-equivalent investments). Retirement Date Funds The Collective Trust offers the following six Retirement Date Funds, a group of diversified investment funds, each of which is designed to correspond to a particular time horizon to retirement: the Lifetime Income Retirement Date Fund, the 2010 Retirement Date Fund, the 2020 Retirement Date Fund, the 2030 Retirement Date Fund, the 2040 Retirement Date Fund and the 2050 Retirement Date Fund. Target Risk Funds The Collective Trust offers the following three Target Risk Funds, each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk: the Conservative Risk Fund, the Moderate Risk Fund and the Aggressive Risk Fund. Self-Directed Brokerage Account Assets contributed or held under the Program can also be invested in a wide variety of publicly traded debt and equity securities and shares of numerous mutual funds through a self-directed brokerage account, which we refer to as a Self-Directed Brokerage Account. Self-Directed Brokerage Accounts are not registered under the Securities Act of 1933 and are described in this prospectus for informational purposes only. See Self-Directed Brokerage Accounts. Investment Options In this prospectus, we refer to the Funds and the Self-Directed Brokerage Account as investment options. Interests in the Balanced Fund are not offered and thus the Balanced Fund is not an investment option, although certain assets held under the Program continue to be invested in this fund. See Balanced Fund. Northern Trust Investments may make additional investment options available from time to time and may also terminate or amend the terms of the investment options from time to time, in each case consistent with the investment policy for the Program as developed by Northern Trust Investments and accepted by ABA Retirement Funds. See ABA Retirement Funds. Table of Contents REAL ASSET RETURN FUND REAL ASSET RETURN FUND invests in a diversified portfolio of primarily Treasury Inflation Protected Securities, or so-called TIPS, commodity futures and real estate investment trusts with the objective of achieving a total return in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy) (although the Real Asset Return Fund can be expected to have greater volatility than the Core CPI). ALTERNATIVE ALPHA FUND ALTERNATIVE ALPHA FUND takes positions in a broad set of securities and instruments with the objective of providing long-term total returns in excess of the yield on cash-equivalent investments (although the Alternative Alpha Fund can be expected to have greater risk and volatility than cash-equivalent investments). RETIREMENT DATE FUNDS Assets contributed under the Program may also be invested in the Lifetime Income Retirement Date Fund, the 2010 Retirement Date Fund, the 2020 Retirement Date Fund, the 2030 Retirement Date Fund, the 2040 Retirement Date Fund and the 2050 Retirement Date Fund, a group of diversified investment funds each of which is designed to correspond to a particular time horizon to retirement. TARGET RISK FUNDS Assets contributed under the Program may also be invested in the Conservative Risk Fund, the Moderate Risk Fund and the Aggressive Risk Fund, each of which is designed to represent risk and reward characteristics that reflect a particular level of investment risk such as conservative, moderate or aggressive. Table of Contents The following charts provide a summary of the features of the Funds that are available under the Program. SUMMARY OF FUNDS* Managed Funds Stable Asset Return Fund Bond Core Plus Fund Large Cap Equity Fund Small-Mid Cap Equity Fund International All Cap Equity Fund Global All Cap Equity Fund(1) Investment Objective: Current income consistent with preserving principal and maintaining liquidity Total return from capital appreciation and current income Long-term growth of capital Long-term growth of capital Long-term growth of capital Long-term growth of capital Invests Primarily In: High quality short-term instruments and investment contracts of insurance companies, banks and financial institutions Debt securities of various maturities U.S. equities with capitalization in excess of $1 billion U.S. equities with capitalization between $100 million and $20 billion Common stocks and other equity securities of non-U.S. companies A combination of the common stock and other equity securities of non-U.S. companies and U.S. equities Risk to Principal: Low risk to principal Average credit risk for a debt- oriented intermediate bond fund; also risk of loss related to movements in interest rates Average risk to principal for a large cap U.S. equity fund Above average risk to principal for a U.S. equity fund but average risk for a small-mid cap U.S. equity fund Above average risk to principal for a U.S. equity fund but average risk to principal for an international equity fund, including risks due to currency fluctuations Average risk to principal for a U.S. equity fund and average risk to principal for an international equity fund, including risks due to currency fluctuations Primary Source of Potential Return: Interest income Interest income and capital appreciation Capital appreciation Capital appreciation Capital appreciation Capital appreciation Estimated Maturity or Duration: 2.33 years(3) 6.31 years duration(3) N/A N/A N/A N/A Anticipated Volatility of Return: Subject to interest rate fluctuation Below average volatility for a fund investing in debt securities; volatility subject to fluctuations in interest rates Comparable to the Russell 1000 Index Comparable to the Russell 2500 Index Comparable to the MSCI ACWI ex-US Index Comparable to the MSCI ACWI Index Transfer Permitted:(2) Daily Daily Daily Daily Daily Daily * In addition, certain plans permit the establishment of self-directed brokerage accounts. See Self-Directed Brokerage Accounts. Certain participants also continue to be invested in the Balanced Fund, which invests in both debt and equity securities through the Bond Core Plus Fund and the Large Cap Equity Fund, respectively. The Balanced Fund ceased to be offered as an investment option as of July 2, 2009. See Balanced Fund. (1) Invests through the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund. (2) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see Transfers Among Investment Options and Withdrawals Frequent Trading; Restrictions on Transfers. (3) Average weighted maturity as of December 31, 2012. Table of Contents SUMMARY OF FUNDS Index Funds(1) Bond Index Fund(2) Large Cap Index Equity Fund(3) All Cap Index Equity Fund(4) Mid Cap Index Equity Fund(5) Small Cap Index Equity Fund(6) International Index Equity Fund(7) Investment Objective: Replication of the total return of the Barclays Capital U.S. Aggregate Bond Index Replication of the total return of the S&P 500 Replication of the total return of the Russell 3000 Index Replication of the total return of the S&P MidCap 400 Replication of the total return of the Russell 2000 Index Replication of the total return of the MSCI ACWI ex-US Index Invests Primarily In: Debt securities included in the Barclays Capital U.S. Aggregate Bond Index The common stocks included in the S&P 500 The common stocks included in the Russell 3000 Index The common stocks included in the S&P MidCap 400 The common stocks included in the Russell 2000 Index The common stocks included in the MSCI ACWI ex-US Index Risk to Principal: Average credit risk for a debt- oriented bond index fund; also risk of loss related to movements in interest rates Average for a U.S. equity fund Average for a diversified U.S. equity fund Above average for a U.S. equity fund Above average for a U.S. equity fund Above average for a U.S. equity fund but average for an international index equity fund, including risks due to currency fluctuations Primary Source of Potential Return: Interest income and capital appreciation Capital appreciation and dividend income Capital appreciation and dividend income Capital appreciation Capital appreciation Capital appreciation Estimated Maturity or Duration: 6.86 years(8) N/A N/A N/A N/A N/A Anticipated Volatility of Return: Comparable to the Barclays Capital U.S. Aggregate Bond Index Comparable to the S&P 500 Comparable to the Russell 3000 Index Comparable to the S&P MidCap 400 Comparable to the Russell 2000 Index Comparable to the MSCI ACWI ex-US Index Transfer Permitted:(9) Daily Daily Daily Daily Daily Daily (1) The Index Funds obtain exposure to various equity, fixed-income and cash asset classes by investment in respective collective investment funds maintained by State Street Bank. (2) Invests through the SSgA U.S. Bond Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (3) Invests through the SSgA S&P 500 Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (4) Invests through the SSgA Russell All Cap Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (5) Invests through the SSgA S&P MidCap Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (6) Invests through the SSgA Russell Small Cap Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (7) Invests through the SSgA Global Equity ex U.S. Index Non-Lending Series Fund, a collective investment fund maintained by State Street Bank. (8) Effective duration of the underlying index as of December 31, 2012. (9) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see Transfers Among Investment Options and Withdrawals Frequent Trading; Restrictions on Transfers. Table of Contents References in this prospectus to Business Day mean any day that the New York Stock Exchange is open for trading. For additional information regarding all aspects of the Program and its investment options, contact the Program by phone at (800) 826-8901 or write to ABA Retirement Funds Program, P.O. Box 5142, Boston, Massachusetts 02206-5142. The Collective Trust has not authorized any person to give any information or to make any representations in connection with this offering other than those in this prospectus. The investment options described below are not deposits or obligations of, or guaranteed or endorsed by, Northern Trust or Northern Trust Investments, and Units of beneficial interest are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve, or any other governmental agency, are not deposits of Northern Trust, Northern Trust Investments or any other bank and involve risks, including the possible loss of principal. Table of Contents SUMMARY OF FUNDS Real Asset Return Fund(1) Alternative Alpha Fund(2) Investment Objective: Growth of capital in excess of inflation as measured by the Core Consumer Price Index (which excludes food and energy) Growth of capital in excess of the yield on cash-equivalent investments Invests Primarily In: U.S. real estate investment trusts, commodity futures and treasury inflation-protected securities Fixed income, equity, commodity and currency derivatives, including futures, option, forwards and swaps Allocates Assets As of the Date Hereof To: REIT Index NL Fund 10% to 40% Wellington Trust Real Total TIPS NL Fund 20% to 60% Return Portfolio 60 % Commodity Index NL Fund 10% to 40% AQR Risk Parity Fund 40 % Cash Equivalents 0% to 20% Risk to Principal: Below average risk to principal Above average risk to principal Primary Source of Potential Return: Capital appreciation and income Capital appreciation Estimated Maturity or Duration: N/A N/A Anticipated Volatility of Return: Less than the S&P 500 Less than the S&P 500 Transfer Permitted:(3) Daily Daily (1) The Real Asset Return Fund obtains exposure to various asset classes by investment in collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see Real Asset Return Fund Strategy. (2) The Alternative Alpha Fund obtains exposure to various asset classes by investment in commingled investment vehicles managed by Wellington Trust Company, N.A. and AQR Capital Management, LLC. For a description of the funds referred to in this chart, see Alternative Alpha Fund Strategy. (3) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see Transfers Among Investment Options and Withdrawals Frequent Trading; Restrictions on Transfers. Table of Contents SUMMARY OF FUNDS Retirement Date Funds(1) Lifetime Income Retirement Date Fund 2010 Retirement Date Fund 2020 Retirement Date Fund Investment Objectives: Avoidance of significant loss of principal for those who are considerably beyond their retirement date A mix of long-term capital appreciation and stability of principal for those whose retirement date occurred in or around 2010 A mix of long-term capital appreciation and stability of principal for those planning to retire in or around 2020 Allocates Assets in 2013 To:(2) Fixed-Income: 65.0% Fixed-Income: 58.8% Fixed-Income: 34.3% Long Government Bond Fund 0.0 % Long Government Bond Fund 8.7 % Long Government Bond Fund 20.0 % Bond Market Index Fund 20.0 Bond Market Index Fund 17.5 Bond Market Index Fund 4.8 High Yield Bond Fund 7.0 High Yield Bond Fund 6.9 High Yield Bond Fund 5.6 Short Government/Credit Bond Fund 20.0 Short Government/ Credit Bond Fund 8.8 Short Government/ Credit Bond Fund 0.0 TIPS Fund 18.0 TIPS Fund 16.9 TIPS Fund 4.0 Equity: 26.5% Equity: 32.8% Equity: 61.0% S&P 500 Index Fund 17.0 % S&P 500 Index Fund 21.1 % S&P 500 Index Fund 34.0 % MSCI ACWI ex-US IMI Index Fund 6.2 MSCI ACWI ex-US IMI Index Fund 8.0 MSCI ACWI ex-US IMI Index Fund 18.3 S&P MidCap Index Fund 3.3 S&P MidCap Index Fund 3.6 S&P MidCap Index Fund 8.7 Russell 2000 Index Fund 1.7 Other: 8.5% Other: 8.5% Other: 3.5% Real Estate Fund 5.0 % Real Estate Fund 5.0 % Real Estate Fund 0.0 % Commodities Index Fund 3.5 % Commodities Index Fund 3.5 % Commodities Index Fund 3.5 % Transfer Permitted:(3) Daily Daily Daily 2030 Retirement Date Fund 2040 Retirement Date Fund 2050 Retirement Date Fund Investment Objectives: Mostly long-term capital appreciation for those planning to retire in or around 2030 Long-term capital appreciation for those planning to retire in or around 2040 Long-term capital appreciation for those planning to retire in or around 2050 Allocates Assets in 2013 To:(2) Fixed-Income: 19.5% Fixed-Income: 10.0% Fixed-Income: 10.0% Long Government Bond Fund 19.5 % Long Government Bond Fund 10.0 % Long Government Bond Fund 10.0 % Bond Market Index Fund 0.0 Bond Market Index Fund 0.0 Bond Market Index Fund 0.0 High Yield Bond Fund 0.0 High Yield Bond Fund 0.0 High Yield Bond Fund 0.0 Short Government/Credit Bond Fund 0.0 Short Government/Credit Bond Fund 0.0 Short Government/Credit Bond Fund 0.0 TIPS Fund 0.0 TIPS Fund 0.0 TIPS Fund 0.0 Equity: 77.0% Equity: 86.5% Equity: 86.5% S&P 500 Index Fund 39.8 % S&P 500 Index Fund 40.4 % S&P 500 Index Fund 40.4 % MSCI ACWI ex-US IMI Index Fund 23.8 MSCI ACWI ex-US IMI Index Fund 28.2 MSCI ACWI ex-US IMI Index Fund 28.2 S&P MidCap Index Fund 13.5 S&P MidCap Index Fund 18.0 S&P MidCap Index Fund 18.0 Other: 3.5% Other: 3.5% Other: 3.5% Real Estate Fund 0.0 % Real Estate Fund 0.0 % Real Estate Fund 0.0 % Commodities Index Fund 3.5 % Commodities Index Fund 3.5 % Commodities Index Fund 3.5 % Transfer Permitted:(3) Daily Daily Daily (1) The Retirement Date Funds obtain exposure to various equity, fixed-income and other asset classes by investment in collective investment funds maintained by State Street Bank under its Investment Funds for Tax Exempt Retirement Plans, which in turn invest in various index and other collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see Retirement Date Funds Strategy. (2) Except for the Lifetime Income Retirement Date Fund, reallocations will result in asset allocations becoming progressively more conservative as the year in which the Retirement Date Fund will reach its most conservative investment mix draws nearer. The target retirement date for each Retirement Date Fund, other than the Lifetime Income Retirement Date Fund, is the year specified in the Retirement Date Fund s name. By the year 2015, the 2010 Retirement Date Fund will be (and will remain) invested in its most conservative mix of fixed income, equity and real estate Table of Contents securities and commodities, on or about which time those assets will be transferred to the Lifetime Income Retirement Date Fund and the 2010 Retirement Date Fund will be terminated. Each of the other Retirement Date Funds will be treated similarly five years after the target retirement date has been reached for such Retirement Date Fund. (3) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see Transfers Among Investment Options and Withdrawals Frequent Trading; Restrictions on Transfers. Table of Contents SUMMARY OF FUNDS Target Risk Funds(1) Conservative Risk Fund Moderate Risk Fund Aggressive Risk Fund Investment Objectives: Higher current investment income and some capital appreciation Current investment income and greater capital appreciation Long-term growth of capital and lower current investment income Allocates Assets As of the Date Hereof To: Equity: 26.0% Equity: 53.3% Equity: 79.0% Russell 3000 Index NL Fund 12.5 % Russell 3000 Index NL Fund 28.7 % Russell 3000 Index NL Fund 44.0 % Daily EAFE NL Fund 8.5 MSCI ACWI ex-US NL Index 19.6 MSCI ACWI ex-US NL Index 30.0 REIT NL Index Fund 5.0 REIT Index NL Fund 5.0 REIT Index NL Fund 5.0 Fixed-Income: 74.0% Fixed-Income: 44.6% Fixed-Income: 17.0% Bond Market Index NL Fund 57.0 % Bond Market Index NL Fund 35.4 % Bond Market Index NL Fund 15.0 % TIPS NL Fund 12.0 TIPS NL Fund 6.9 TIPS NL Fund 2.0 Short-Term Fund 5.0 Short-Term Fund 2.3 Other: 2.1% Other: 4.0% Commodity Index NL Fund 2.1 % Commodity Index NL Fund 4.0 % Transfer Permitted:(2) Daily Daily Daily (1) The Target Risk Funds obtain exposure to various asset classes by investment in respective collective investment funds maintained by State Street Bank. For a description of the funds referred to in this chart, see Target Risk Funds Strategy. (2) For information regarding special restrictions on transfers and allocations to the Funds and, in particular, the Stable Asset Return Fund, the International All Cap Equity Fund, the Global All Cap Equity Fund, the International Index Equity Fund and the Alternative Alpha Fund, see Transfers Among Investment Options and Withdrawals Frequent Trading; Restrictions on Transfers. The Units Interests in each Fund are represented by Units of beneficial interest. Each Unit represents an equal pro rata interest in the net assets of a Fund. Although the Funds are similar in some respects to registered open-end management investment companies commonly referred to as mutual funds, the Funds are not required to be and are not registered as investment companies under the Investment Company Act of 1940 and are not subject to compliance with the requirements of that Act. Units are not redeemable securities as defined in the Investment Company Act of 1940. See Description of Investment Options and Regulation of Collective Trust. Units representing interests in the Funds are held by Northern Trust, as trustee of the American Bar Association Members Retirement Trust, which we refer to as the Retirement Trust, and the American Bar Association Members Pooled Trust for Retirement Plans, which we refer to as the Pooled Trust. We refer to the Retirement Trust and the Pooled Trust together as the ABA Members Trusts. Neither the Units nor the assets of the Funds are subject to the claims of the creditors of Northern Trust or Northern Trust Investments. The Units are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve or any other governmental agency and are not deposits of Northern Trust, Northern Trust Investments or any other bank. The activities of each of Northern Trust Investments and Northern Trust in connection with the operation and management of the Collective Trust and the ABA Members Trusts, respectively, are subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, which is known as ERISA, a federal statute specifically designed to regulate the activities of pension plan fiduciaries. See Regulation of Collective Trust. The Collective Trust issues both Units that are registered under the Securities Act of 1933 and Units that are unregistered. Unregistered Units are offered and sold in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933 or, in the case of Units offered and sold to certain employee benefit plans covering self-employed individuals, commonly called Keogh or H.R.10 plans, Rule 180 promulgated thereunder. See Regulation of Collective Trust. Table of Contents Eligible Employers and Participants Attorneys who are sole practitioners, partnerships (including limited liability companies) and professional corporations engaged in the practice of law may adopt the Program for their law practices if they or at least one of their partners or shareholders is a member or associate of the American Bar Association or of a state or local bar association that is represented in the American Bar Association s House of Delegates. Such a state or local bar association or an organization closely associated with the legal profession which has, as an owner or member of its governing board, a member or associate of the American Bar Association may also be eligible to adopt the Program. We refer to law practices, bar associations and other organizations which are eligible to adopt the Program as Eligible Employers, and we refer to those that adopt the Program as Employers. We refer to self-employed individuals and employees (together with their beneficiaries, where applicable) of Employers which have adopted the Program for their practices as Participants. We also refer to the person or entity responsible for allocating the assets of a plan among the investment options as the Investor. The Investor may be either the Participant, the Employer or the plan trustee depending on the terms of the plan. In the case of the American Bar Association Members Retirement Plan, each Participant is an Investor and, generally, in the case of the American Bar Association Members Defined Benefit Pension Plan, the Employer is the Investor. However, with respect to certain prior plan accounts under the American Bar Association Members Defined Benefit Pension Plan (e.g., rollover contributions), the Participant is the Investor. In the case of an individually designed plan, the Participant, Employer or plan trustee may be the Investor. Plans Available Under the Program Eligible Employers that elect to participate in the Program may do so by adopting a master plan under one or both of two American Bar Association Members Plans sponsored by ABA Retirement Funds. One of these Members Plans is the American Bar Association Members Retirement Plan, a defined contribution master plan, and the other is the American Bar Association Members Defined Benefit Plan, a defined benefit master plan. Eligible Employers that design and maintain their own individually designed plans may also participate in most aspects of the Program through those individually designed plans. The ABA Members Trusts Assets contributed under the Program are held by Northern Trust as trustee of the Retirement Trust in the case of assets contributed under master plans and of the Pooled Trust in the case of assets contributed under individually designed plans. Assets contributed under the Program are allocated among the investment options available under the Program in accordance with the instructions of the person or entity having responsibility for determining the allocation of assets under the terms of the particular plan. Table of Contents HISTORICAL RETURN INFORMATION The bar charts below indicate the risk of investing in the respective Funds by showing changes in performance from year to year. Past performance of a Fund is not a guarantee of future results. Shorter term performance swings are shown by inclusion of the highest and lowest quarterly returns occurring during the years depicted on the charts. Performance information for the Stable Asset Return Fund, the Bond Core Plus Fund, the International All Cap Equity Fund and the All Cap Index Equity Fund is included for ten years. Performance information for each other Fund is included for each full fiscal year in which such Fund has been in operation. Investment Advisor(s) to a Fund may change over time, and the Funds may have employed different investment strategies and guidelines during the various periods for which performance is shown. Table of Contents Table of Contents Table of Contents Table of Contents The following table shows, with respect to each of the Funds, the total annual return, after expenses, over one-year, five-year and ten-year periods ended December 31, 2012, or since inception, if shorter. After-tax returns are not included inasmuch as the Program is available only to tax-qualified employee retirement plans which are not subject to federal income tax. The table also provides average annual returns for comparative market indices for each of these Funds. The market indices shown generally do not include an allowance for fees and expenses that an investor would pay to invest in the securities that comprise the index or expenses related to the operation of the Funds such as recordkeeping fees. Investment Advisor(s) to a Fund may change over time, and the Funds may have employed different investment strategies and guidelines during various periods for which performance is shown. Additionally, there have been changes in fees and expenses applicable to the Funds during the periods for which performance is shown, and performance shown would have been different had current fees and expenses been applicable for the entire period(s). Note that the reported performance of the Funds has been reduced by, among other expenses, the program expense fee that pays for, among other things, the recordkeeping for and administration of the plans maintained under the Program. The past performance of a Fund or an index shown is no guarantee of future performance. Periods Ended December 31, 2012 Average Annual Total Returns(1) 1 Year 5 Year Shorter of 10 Years or Since Inception(2) Inception Date Managed Funds Stable Asset Return Fund(3) 1.36 % 1.89 % 2.76 % 09/05/95 Hybrid Benchmark 0.38 % 2.19 % 2.89 % Bond Core Plus Fund 6.94 % 6.28 % 5.33 % 09/05/95 Barclays Capital U.S. Aggregate Bond Index 4.21 % 5.95 % 5.18 % Large Cap Equity Fund 15.22 % 14.94 % 07/02/09 Russell 1000 Index 16.42 % 16.00 % Small-Mid Cap Equity Fund 13.13 % 15.32 % 07/02/09 Russell 2500 Index 17.88 % 18.53 % International All Cap Equity Fund(4)(5) 17.78 % -3.25 % 7.70 % 09/05/95 MSCI ACWI ex-US Index 16.83 % -2.89 % 9.74 % Global All Cap Equity Fund 13.85 % 01/17/12 Composite Benchmark 12.79 % Index Funds Bond Index Fund(6) 3.34 % 5.62 % 02/03/09 Barclays Capital U.S. Aggregate Bond Index(7) 4.21 % 6.50 % Large Cap Index Equity Fund(6) 15.16 % 15.21 % 02/09/09 S&P 500 16.00 % 15.98 % All Cap Index Equity Fund 15.50 % 1.39 % 7.07 % 09/05/95 Russell 3000 Index 16.42 % 2.04 % 7.68 % Mid Cap Index Equity Fund(6) 16.99 % 21.82 % 02/03/09 S&P MidCap 400 17.88 % 21.81 % Small Cap Index Equity Fund(6) 15.43 % 19.90 % 02/03/09 Russell 2000 Index 16.35 % 19.30 % International Index Equity Fund(5)(6) 16.98 % 18.78 % 03/03/09 MSCI ACWI ex-US Index 16.83 % 20.13 % Real Asset Return Fund Real Asset Return Fund 6.64 % 13.39 % 07/07/09 Composite Benchmark(8) 7.66 % 14.16 % Alternative Alpha Fund Alternative Alpha Fund 7.58 % 01/17/12 Composite Benchmark 8.43 % Retirement Date Funds Lifetime Income Retirement Date Fund 8.81 % 3.93 % 4.74 % 08/09/06 Composite Benchmark(9) 9.77 % 4.80 % 5.63 % 2010 Retirement Date Fund 10.20 % 4.17 % 5.23 % 08/08/06 Composite Benchmark(9) 11.08 % 4.75 % 5.92 % 2020 Retirement Date Fund 12.99 % 3.62 % 5.36 % 08/02/06 Composite Benchmark(9) 13.66 % 4.11 % 5.84 % 2030 Retirement Date Fund 14.08 % 2.61 % 4.82 % 08/02/06 Composite Benchmark(9) 14.75 % 3.13 % 5.30 % 2040 Retirement Date Fund 15.12 % 1.84 % 4.26 % 08/03/06 Composite Benchmark(9) 15.82 % 2.42 % 4.90 % 2050 Retirement Date Fund 12.08 % 01/17/12 Composite Benchmark(9) 12.68 % Target Risk Funds Conservative Risk Fund 6.87 % 8.98 % 07/07/09 Composite Benchmark(10) 7.63 % 9.86 % Moderate Risk Fund 10.45 % 11.36 % 07/07/09 Composite Benchmark(10) 11.13 % 12.33 % Aggressive Risk Fund 13.36 % 13.58 % 07/07/09 Composite Benchmark(10) 13.99 % 14.31 % Table of Contents (1) During 2012, the Managed Funds (except for the Stable Asset Return Fund) participated to varying degrees in the securities lending program described under Information with Respect to the Funds Loans of Portfolio Securities. The cash collateral received by these Funds in connection with the securities lending program has been invested in a cash collateral pool known as the ABA Members Collateral Fund (the cash collateral pool ) that utilizes constant ($1.00 per unit) amortized cost pricing although the ABA Members Collateral Fund, at December 31, 2012 had an average value, on a mark-to-market basis, of a lower amount per unit. The returns shown in the table above are based on amortized cost pricing of this cash collateral pool because such Funds have effected purchases and redemptions of interests therein, and purchases and redemptions of Units of these Funds were effected, at net asset values not reflective of mark-to-market valuations. See Risk Factors Relating Generally to the Program Risks Related to Securities Lending. (2) Inception to date returns are annualized for Funds with at least 1 year of performance history. Where a Fund has greater than 10 years of performance history, the 10 year annualized return is reported. (3) In December 2010, the Stable Asset Return Fund engaged new Investment Advisors. In connection therewith, the benchmark for the Fund was changed from a combination of 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average to the Three Year Constant Maturity Treasury Yield. The Hybrid Benchmark represents, for periods prior to January 1, 2011, the 70% Ryan Labs Three Year GIC Index / 30% iMoneyNet MFR Prime Institutional Money Market Fund Average and, for periods on and after January 1, 2011, the Three Year Constant Maturity Treasury Yield. (4) On or about July 7, 2009, the International All Cap Equity Fund engaged a new line-up of Investment Advisors. (5) As described in this prospectus, SSgA may utilize fair value pricing adjustments for the Fund in certain circumstances that may at certain times result in a difference in the Fund s net asset value in comparison to that which would have resulted based on the Fund s more customary pricing methodology. The MSCI ACWI ex-US Index does not apply fair value pricing adjustments, and the reported Index returns would not be adjusted for any fair value pricing adjustments made by the Fund. (6) The Index Funds introduced in February and March 2009 experienced tracking error for periods from inception through September 24, 2009 due to a difference in timing of investment of contributions by participants in the underlying funds in which the respective Funds invest and also a difference in timing of redemptions of investments of participants out of such underlying funds (in addition to the impact of Fund expenses). Since September 25, 2009, each of the Index Funds has been invested in an underlying fund that matches the timing of contributions and redemptions, which Northern Trust Investments believes should lower future tracking error after taking into account the impact of Fund expenses. (7) Index since inception data reflects performance from February 2, 2009. (8) The benchmark for the Real Asset Return Fund is a Composite Benchmark. Composite Benchmark since inception data reflects performance from July 7, 2009. The Composite Benchmark is the composite investment record of the benchmarks for the three underlying asset classes to which the Real Asset Return Fund allocates assets. The benchmarks comprising the Composite Benchmark are the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index and the Barclays Capital U.S. Treasury Inflation Protected Securities Index and are weighted based on the Fund s target allocations to the asset classes to which such benchmarks relate. See Real Asset Return Fund. (9) Composite Benchmark since inception data reflects performance from August 1, 2006 for the Retirement Date Funds (except the 2050 Retirement Date Fund). The Composite Benchmark since inception data for the 2050 Retirement Date Fund reflects performance from January 17, 2012. The Composite Benchmark for each of the Retirement Date Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Retirement Date Funds allocate assets from time to time. Effective from and after March 31, 2011, the respective benchmarks comprising the Composite Benchmarks have included some or all of the Barclays Capital U.S. Long Government Bond Index, the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. High Yield Very Liquid Index, the Barclays Capital 1-3 Year Government/Credit Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the S&P 500, the MSCI ACWI ex-US IMI Index, the S&P MidCap 400, the Russell 2000 Index and the FTSE EPRA/NAREIT Global Developed Liquid Index and are weighted based on each Fund s respective target allocations to the asset classes to which such benchmarks relate. (10) Composite Benchmark since inception data reflects performance from July 7, 2009. The Composite Benchmark for each of the Target Risk Funds is the composite investment record of the respective benchmarks for the underlying asset classes to which the respective Target Risk Funds allocate assets. The respective benchmarks comprising the Composite Benchmarks currently include some or all of the Barclays Capital U.S. Aggregate Bond Index, the Barclays Capital U.S. Treasury Inflation Protected Securities Index, the Dow Jones U.S. Select REIT Index, the Dow Jones-UBS Commodity Index, the Russell 3000 Index, the Merrill Lynch 3-Month T-Bill, the MSCI EAFE Index and the MSCI ACWI ex-US Index and are weighted based on each Fund s respective target allocations to the asset classes to which such benchmarks relate. See Target Risk Funds. Total returns reflected in the bar charts and table above have been determined by calculating the difference between the per Unit net asset value of a Fund at the end of the period and the per Unit net asset value of such Fund at the beginning of the period and then dividing the difference by the per Unit net asset value of that Fund at the beginning of the period. All such calculations have been determined to the sixth decimal place. Total returns in the financial statements included in the Collective Trust s Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this prospectus, have been determined in the same manner (except the total returns in the financial statements of the Funds specified in footnote (1) above value investments in the cash collateral pool at their market values, notwithstanding that transactions have been effected as of their respective dates on the basis of amortized cost values) but with calculations determined to the second decimal place. Table of Contents Summary of Deductions and Fees The table below provides information regarding the various costs and expenses of the Collective Trust with respect to an investment in each of the Funds. These estimated annual expenses are stated as a percentage of the assets of each Fund. The Program Expense Fees and the Trust, Management and Administration Fee are calculated based on the total assets of the Collective Trust as of December 31, 2012. Other Fees are calculated based on estimated annualized fees and expenses as of December 31, 2012. For a discussion of the manner in which deductions and fees are calculated and the portions of these deductions and fees paid to certain parties in connection with the Program, see Deductions and Fees. Investment Advisor Fees(1) Program Expense Fees(1) Trust, Management and Administration Fee and Other Fees(1)(2)(3) Acquired Fund Fees and Expenses(1)(4) Total Fees Approximate Assets as of December 31, 2012 (in millions)(1) Managed Funds Stable Asset Return Fund 0.148 % 0.567 % 0.161 % 0.001 % 0.877 % $ 963 Bond Core Plus Fund 0.250 % 0.567 % 0.161 % 0.000 % 0.978 % 383 Large Cap Equity Fund 0.291 % 0.567 % 0.161 % 0.001 % 1.020 % 727 Small-Mid Cap Equity Fund 0.477 % 0.567 % 0.161 % 0.001 % 1.206 % 260 International All Cap Equity Fund 0.480 % 0.567 % 0.161 % 0.001 % 1.209 % 150 Global All Cap Equity Fund(5) 1.142 % 1.142 % 2 Index Funds Bond Index Fund 0.040 % 0.567 % 0.161 % 0.020 % 0.788 % 100 Large Cap Index Equity Fund 0.020 % 0.567 % 0.161 % 0.010 % 0.758 % 104 All Cap Index Equity Fund 0.040 % 0.567 % 0.161 % 0.020 % 0.788 % 285 Mid Cap Index Equity Fund 0.040 % 0.567 % 0.161 % 0.020 % 0.788 % 76 Small Cap Index Equity Fund 0.040 % 0.567 % 0.161 % 0.020 % 0.788 % 42 International Index Equity Fund 0.120 % 0.567 % 0.161 % 0.040 % 0.888 % 68 Real Asset Return Fund 0.078 % 0.567 % 0.161 % 0.018 % 0.824 % 32 Alternative Alpha Fund(6) 0.527 % 0.161 % 0.714 % 1.402 % 1 Retirement Date Funds Lifetime Income Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 47 2010 Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 83 2020 Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 207 2030 Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 156 2040 Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 101 2050 Retirement Date Fund 0.100 % 0.567 % 0.187 % 0.030 % 0.884 % 2 Target Risk Funds Conservative Risk Fund 0.042 % 0.567 % 0.161 % 0.022 % 0.792 % 37 Moderate Risk Fund 0.055 % 0.567 % 0.161 % 0.024 % 0.807 % 63 Aggressive Risk Fund 0.063 % 0.567 % 0.161 % 0.026 % 0.817 % 23 (1) This table is based on approximate assets of the Collective Trust as of December 31, 2012, which totaled $3,910 million, and of each Fund as of such date, the estimated annualized fees and expenses as then in effect and the approximate allocation of the Collective Trust s assets among the investment options and the Balanced Fund as of that date. For purposes of this table, Balanced Fund assets invested through the Bond Core Plus Fund and the Large Cap Equity Fund are reflected under the Bond Core Plus Fund and the Large Cap Equity Fund, respectively, and fees payable by the Bond Core Plus Fund and the Large Cap Equity Fund attributable to assets of the Balanced Fund invested therein are assumed to be payable by the Bond Table of Contents Core Plus Fund and the Large Cap Equity Fund, respectively. In addition, the assets of the Global All Cap Equity Fund invested through the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund are reflected under the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively, and fees payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund attributable to assets of the Global All Cap Equity Fund invested therein are assumed to be payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund, respectively. For the purposes of this table, fees payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund attributable to assets of the Global All Cap Equity Fund are, as respects the Global All Cap Equity Fund, included as Acquired Fund Fees and Expenses. (2) The Trust, Management and Administration Fee is .089% of the assets of each Fund, excluding the Retirement Date Funds. The Trust, Management and Administration Fee for the Retirement Date Funds is .115% of the assets of each such Fund. (3) The Other Fees are .072% of assets of each Fund. Other Fees include the amortization of deductions and fees relating to recurring operational expenses, such as printing, legal, registration, consulting and auditing expenses. (4) Each Fund invests at least some of its assets through other commingled investment vehicles, including those maintained by State Street Bank and/or short-term cash-equivalent commingled investment vehicles maintained by Northern Trust Investments or its affiliates. As a result, investors in the Funds indirectly bear expenses of those underlying commingled investment funds, including audit, administration and legal fees. (5) The Global All Cap Equity Fund pays no Investment Advisor fees, Program Expense Fees or Trust, Management and Administration Fee directly. These fees are payable by the Large Cap Equity Fund, the Small-Mid Cap Equity Fund and the International All Cap Equity Fund through which the Global All Cap Equity Fund invests, are included as Acquired Fund Fees and Expenses. (6) The Alternative Alpha Fund pays no Investment Advisor fees directly (independent of the Trust, Management and Administration Fee payable to Northern Trust Investments, which is shown under that heading). The investment management fees and other fees and fees and expenses payable by the commingled investment vehicles in which the Alternative Alpha Fund invests are included as Acquired Fund Fees and Expenses. Also, the Program Expense Fees payable by the Alternative Alpha Fund are reduced by an administrative services fee payable to ING Services in the amount of .10% of the assets allocated by the Alternative Alpha Fund to the AQR Risk Parity Fund. Table of Contents The following table demonstrates how expense ratios may translate into dollar amounts and helps you to compare the cost of investing in the Funds with that of investing in other investment funds. Although your actual costs may be higher or lower, the table shows how much you would pay on an initial investment of $10,000 if estimated operating expenses remain the same, you earn a 5% annual return on your investment in the Fund indicated, and you hold your investment in the Fund for the following periods. 1 Year 3 Years 5 Years 10 Years Managed Funds Stable Asset Return Fund $ 90 $ 280 $ 486 $ 1081 Bond Core Plus Fund $ 100 $ 311 $ 541 $ 1199 Large Cap Equity Fund $ 104 $ 325 $ 563 $ 1248 Small-Mid Cap Equity Fund $ 123 $ 383 $ 663 $ 1461 International All Cap Equity Fund $ 123 $ 384 $ 664 $ 1465 Global All Cap Equity Fund $ 116 $ 363 $ 629 $ 1388 Index Funds Bond Index Fund $ 80 $ 252 $ 438 $ 976 Large Cap Index Equity Fund $ 77 $ 242 $ 421 $ 940 All Cap Index Equity Fund $ 80 $ 252 $ 438 $ 976 Mid Cap Index Equity Fund $ 80 $ 252 $ 438 $ 976 Small Cap Index Equity Fund $ 80 $ 252 $ 438 $ 976 International Index Equity Fund $ 91 $ 283 $ 492 $ 1094 Real Asset Return Fund $ 84 $ 263 $ 457 $ 1018 Alternative Alpha Fund $ 143 $ 444 $ 767 $ 1682 Retirement Date Funds Lifetime Income Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 2010 Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 2020 Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 2030 Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 2040 Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 2050 Retirement Date Fund $ 90 $ 282 $ 490 $ 1089 Target Risk Funds Conservative Risk Fund $ 81 $ 253 $ 440 $ 980 Moderate Risk Fund $ 82 $ 258 $ 448 $ 998 Aggressive Risk Fund $ 83 $ 261 $ 453 $ 1010 Transaction costs, such as brokerage fees, commissions and other expenses, attributable to a Participant s or Employer s Self-Directed Brokerage Account are charged in accordance with the schedule provided to the Participant and the Employer from time to time. See Deductions and Fees. Each Fund pays transaction costs, such as commissions, when it buys and sells securities ( portfolio turnover ). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect Fund performance. Please refer to Portfolio Turnover under the description of each respective Fund for such Fund s portfolio turnover rate during the year ended December 31, 2012. Table of Contents SUMMARY FINANCIAL DATA The summary financial data set forth below provides information with respect to income, expenses and capital changes for each of the Funds attributable to each Unit outstanding for the periods indicated. The summary financial data for each of the periods ended December 31 have been derived from financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The summary financial data should be read in conjunction with the financial statements of the Funds, including the related Notes thereto, included in the Collective Trust s Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this prospectus. See Where You Can Find More Information. Per Unit calculations of investment income and expense have been prepared using the monthly average number of Units outstanding during the period. Managed Funds Stable Asset Return Fund: For the year ended December 31, 2012 2011 2010 2009 2008 Investment income $ 0.81 $ 0.73 $ 0.73 $ 0.96 $ 1.47 Expenses , (0.32 ) (0.32 ) (0.30 ) (0.28 ) (0.20 ) Net investment income (loss) 0.49 0.41 0.43 0.68 1.27 Distributions of net investment income Net increase (decrease) in unit value 0.49 0.41 0.43 0.68 1.27 Net asset value at beginning of year 36.06 35.65 35.22 34.54 33.27 Net asset value at end of year $ 36.55 $ 36.06 $ 35.65 $ 35.22 $ 34.54 Ratio of expenses to average net assets 0.89 % 0.91 % 0.85 % 0.81 % 0.58 % Ratio of net investment income (loss) to average net assets 1.34 % 1.14 % 1.22 % 1.95 % 3.73 % Total return 1.36 % 1.15 % 1.22 % 1.97 % 3.82 % Net assets at end of year (in thousands) $ 962,947 $ 983,174 $ 972,289 $ 1,006,993 $ 967,092 Calculations prepared using the daily average number of units outstanding during the period. Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invested a portion of its assets. Table of Contents Bond Core Plus Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ 0.80 $ 0.88 $ 0.84 $ 1.14 $ 1.21 Expenses , (0.28 ) (0.27 ) (0.27 ) (0.25 ) (0.18 ) Net investment income (loss) 0.52 0.61 0.57 0.89 1.03 Net realized and unrealized gain (loss) 1.37 1.00 0.95 1.21 (0.51 ) Net increase (decrease) in unit value 1.89 1.61 1.52 2.10 0.52 Net asset value at beginning of period 27.22 25.61 24.09 21.99 21.47 Net asset value at end of period $ 29.11 $ 27.22 $ 25.61 $ 24.09 $ 21.99 Ratio of expenses to average net assets 0.99 % 1.01 % 1.09 % 1.09 % 0.84 % Ratio of net investment income (loss) to average net assets 1.83 % 2.34 % 2.24 % 3.88 % 4.73 % Portfolio turnover 505 % 278 % 1,164 % 1,422 % 806 % Total return 6.94 % 6.29 % 6.31 % 9.55 % 2.42 % Net assets at end of period (in thousands) $ 382,300 $ 373,901 $ 379,152 $ 386,246 $ 398,724 Calculations prepared using the daily average number of units outstanding during the period. Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests a portion of its assets. With respect to a portion of the Fund s assets invested in collective investment funds, portfolio turnover reflects purchases and sales of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds. Table of Contents Large Cap Equity Fund: Year ended December 31, For the period July 2, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ 0.31 $ 0.25 $ 0.20 $ 0.07 Expenses , (0.16 ) (0.15 ) (0.14 ) (0.07 ) Net investment income (loss) 0.15 0.10 0.06 Net realized and unrealized gain (loss) 2.00 (b) 1.82 2.15 Net increase (decrease) in unit value 2.15 0.10 1.88 2.15 Net asset value at beginning of period 14.13 14.03 12.15 10.00 Net asset value at end of period $ 16.28 $ 14.13 $ 14.03 $ 12.15 Ratio of expenses to average net assets*, 1.03 % 1.05 % 1.08 % 1.17 % Ratio of net investment income (loss) to average net assets* 0.92 % 0.72 % 0.54 % 0.11 % Portfolio turnover**, 41 % 55 % 118 % 68 % Total return** 15.22 % 0.71 % 15.47 % 21.50 % Net assets at end of period (in thousands) $ 725,883 $ 707,936 $ 806,936 $ 811,636 (a) Commencement of operations. (b) Amounts less than $0.005 per unit are rounded to zero. * Annualized for periods less than one year. ** Not annualized for periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include on those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. With respect to the portion of the Fund s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds. Table of Contents Small-Mid Cap Equity Fund: Year ended December 31, For the period July 2, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ 0.31 $ 0.23 $ 0.22 $ 0.11 Expenses , (0.21 ) (0.21 ) (0.19 ) (0.09 ) Net investment income (loss) 0.10 0.02 0.03 0.02 Net realized and unrealized gain (loss) 2.00 (0.59 ) 3.21 2.30 Net increase (decrease) in unit value 2.10 (0.57 ) 3.24 2.32 Net asset value at beginning of period 15.99 16.56 13.32 11.00 Net asset value at end of period $ 18.09 $ 15.99 $ 16.56 $ 13.32 Ratio of expenses to average net assets*, 1.22 % 1.25 % 1.29 % 1.44 % Ratio of net investment income (loss) to average net assets* 0.54 % 0.13 % 0.23 % 0.29 % Portfolio turnover**, 63 % 116 % 104 % 61 % Total return** 13.13 % (3.44 )% 24.32 % 21.09 % Net assets at end of period (in thousands) $ 260,122 $ 260,256 $ 309,651 $ 283,199 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses includes only those expenses charged directly to the Fund and do not include expenses charged to the collective investment funds in which the Fund invests. With respect to the portion of the Fund s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds. Table of Contents International All Cap Equity Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ 0.80 $ 0.82 $ 0.67 $ 0.66 $ 1.27 Expenses , (0.32 ) (0.34 ) (0.32 ) (0.29 ) (0.31 ) Net investment income (loss) 0.48 0.48 0.35 0.37 0.96 Net realized and unrealized gain (loss) 3.86 (3.37 ) 2.04 6.10 (16.45 ) Net increase (decrease) in unit value 4.34 (2.89 ) 2.39 6.47 (15.49 ) Net asset value at beginning of period 24.41 27.30 24.91 18.44 33.93 Net asset value at end of period $ 28.75 $ 24.41 $ 27.30 $ 24.91 $ 18.44 Ratio of expenses to average net assets 1.22 % 1.27 % 1.29 % 1.37 % 1.13 % Ratio of net investment income (loss) to average net assets 1.83 % 1.78 % 1.42 % 1.77 % 3.45 % Portfolio turnover 101 % 45 % 102 % 160 % 33 % Total return 17.78 % (10.59 )% 9.59 % 35.09 % (45.65 )% Net assets at end of period (in thousands) $ 150,194 $ 141,052 $ 172,073 $ 165,528 $ 133,960 Calculations prepared using the daily average number of units outstanding during the year. Expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests a portion of its assets. With respect to the portion of the Fund s assets invested in collective investment funds, portfolio turnover reflects purchases and sales by the Fund of units of such collective investment funds, rather than portfolio turnover of the underlying portfolios of such collective investment funds. Table of Contents Global All Cap Equity Fund: For the period January 17, 2012(a) to December 31, 2012 Investment income ,(b) $ Net realized and unrealized gain (loss) 2.15 Net increase (decrease) in unit value 2.15 Net asset value at beginning of period 15.00 Net asset value at end of period $ 17.15 Ratio of expenses to average net assets*, 0.00 % Ratio of net investment income (loss) to average net assets(c),(d),* Portfolio turnover** 20 % Total return** 14.33 % Net assets at end of period (in thousands) $ 2,015 (a) Commencement of operations. (b) Amounts less than $0.005 per unit are rounded to zero. (c) Does not reflect net investment income from the portion of the Fund invested in the International All Cap Equity Fund, Large Cap Equity Fund, and Small-Mid Cap Equity Fund which retain all net investment income and make no distributions. (d) Amounts less than 0.005% are rounded to zero. * Annualized. ** Not annualized. Expenses include only those expenses charged directly to the Fund and does not include expenses charged to the collective investment funds, including International All Cap Equity Fund, Large Cap Equity Fund and Small-Mid Cap Equity Fund in which the Fund invests a portion of its assets. The estimated acquired fund fees which are incurred directly by the underlying fund were 1.142% and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Table of Contents Index Funds Bond Index Fund: Year ended December 31, For the period February 3, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.11 ) (0.10 ) (0.10 ) (0.09 ) Net investment income (loss) (0.11 ) (0.10 ) (0.10 ) (0.09 ) Net realized and unrealized gain (loss) 0.55 0.96 0.77 0.74 Net increase (decrease) in unit value 0.44 0.86 0.67 0.65 Net asset value at beginning of period 13.18 12.32 11.65 11.00 Net asset value at end of period $ 13.62 $ 13.18 $ 12.32 $ 11.65 Ratio of expenses to average net assets*, 0.78 % 0.79 % 0.85 % 0.88 % Ratio of net investment income (loss) to average net assets* (0.78 )% (0.79 )% (0.85 )% (0.88 )% Portfolio turnover**, 15 % 12 % 16 % 158 % Total return** 3.34 % 6.98 % 5.75 % 5.91 % Net assets at end of period (in thousands) $ 100,317 $ 82,386 $ 56,399 $ 35,769 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.020% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Large Cap Index Equity Fund: Year ended December 31, For the period February 9, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ (b) $ $ $ Expenses , (0.15 ) (0.14 ) (0.13 ) (0.11 ) Net investment income (loss) (0.15 ) (0.14 ) (0.13 ) (0.11 ) Net realized and unrealized gain (loss) 2.90 .38 2.35 3.79 Net increase (decrease) in unit value 2.75 0.24 2.22 3.68 Net asset value at beginning of period 18.14 17.90 15.68 12.00 Net asset value at end of period $ 20.89 $ 18.14 $ 17.90 $ 15.68 Ratio of expenses to average net assets*, 0.76 % 0.78 % 0.81 % 0.87 % Ratio of net investment income (loss) to average net assets* (0.76 )% (0.78 )% (0.81 )% (0.87 )% Portfolio turnover**, 9 % 21 % 23 % 159 % Total return** 15.16 % 1.34 % 14.16 % 30.67 % Net assets at end of period (in thousands) $ 104,387 $ 67,975 $ 55,091 $ 34,242 (a) Commencement of operations. (b) Amounts less than $0.005 per unit are rounded to zero. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.010% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents All Cap Index Equity Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ 0.03 $ 0.03 Expenses , (0.31 ) (0.29 ) (0.27 ) (0.22 ) (0.18 ) Net investment income (loss) (0.31 ) (0.29 ) (0.27 ) (0.19 ) (0.15 ) Net realized and unrealized gain (loss) 5.84 0.42 5.21 6.93 (14.44 ) Net increase (decrease) in unit value 5.53 0.13 4.94 6.74 (14.59 ) Net asset value at beginning of period 35.67 35.54 30.60 23.86 38.45 Net asset value at end of period $ 41.20 $ 35.67 $ 35.54 $ 30.60 $ 23.86 Ratio of expenses to average net assets 0.78 % 0.82 % 0.85 % 0.87 % 0.56 % Ratio of net investment income (loss) to average net assets (0.78 )% (0.82 )% (0.85 )% (0.76 )% (0.47 )% Portfolio turnover 3 % 4 % 71 % 153 % 3 % Total return 15.50 % 0.37 % 16.14 % 28.25 % (37.95 )% Net assets at end of period (in thousands) $ 285,415 $ 266,476 $ 293,142 $ 266,484 $ 221,260 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.020% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Mid Cap Index Equity Fund: Year ended December 31, For the period February 3, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.21 ) (0.20 ) (0.18 ) (0.15 ) Net investment income (loss) (0.21 ) (0.20 ) (0.18 ) (0.15 ) Net realized and unrealized gain (loss) 4.30 (0.42 ) 5.21 6.81 Net increase (decrease) in unit value 4.09 (0.62 ) 5.03 6.66 Net asset value at beginning of period 24.07 24.69 19.66 13.00 Net asset value at end of period $ 28.16 $ 24.07 $ 24.69 $ 19.66 Ratio of expenses to average net assets*, 0.78 % 0.81 % 0.84 % 0.91 % Ratio of net investment income (loss) to average net assets* (0.78 )% (0.81 )% (0.84 )% (0.91 )% Portfolio turnover**, 14 % 22 % 22 % 165 % Total return** 16.99 % (2.51 )% 25.58 % 51.23 % Net assets at end of period (in thousands) $ 76,081 $ 57,815 $ 44,348 $ 25,311 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.020% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales by the Fund of units of the collective investment fund in which the Fund invests its assets, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Small Cap Index Equity Fund: Year ended December 31, For the period February 3, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.21 ) (0.21 ) (0.19 ) (0.16 ) Net investment income (loss) (0.21 ) (0.21 ) (0.19 ) (0.16 ) Net realized and unrealized gain (loss) 4.02 (1.07 ) 5.50 6.83 Net increase (decrease) in unit value 3.81 (1.28 ) 5.31 6.67 Net asset value at beginning of period 24.70 25.98 20.67 14.00 Net asset value at end of period $ 28.51 $ 24.70 $ 25.98 $ 20.67 Ratio of expenses to average net assets*, 0.78 % 0.81 % 0.84 % 0.90 % Ratio of net investment income (loss) to average net assets* (0.78 )% (0.81 )% (0.84 )% (0.90 )% Portfolio turnover**, 23 % 32 % 33 % 192 % Total return** 15.43 % (4.93 )% 25.69 % 47.64 % Net assets at end of period (in thousands) $ 41,989 $ 31,760 $ 26,796 $ 15,508 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.020% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents International Index Equity Fund: Year ended December 31, For the period March 3, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.23 ) (0.25 ) (0.23 ) (0.20 ) Net investment income (loss) (0.23 ) (0.25 ) (0.23 ) (0.20 ) Net realized and unrealized gain (loss) 4.44 (3.89 ) 2.89 11.48 Net increase (decrease) in unit value 4.21 (4.14 ) 2.66 11.28 Net asset value at beginning of period 24.80 28.94 26.28 15.00 Net asset value at end of period $ 29.01 $ 24.80 $ 28.94 $ 26.28 Ratio of expenses to average net assets*, 0.86 % 0.89 % 0.90 % 0.96 % Ratio of net investment income (loss) to average net assets* (0.86 )% (0.89 )% (0.90 )% (0.96 )% Portfolio turnover**, 8 % 10 % 12 % 147 % Total return** 16.98 % (14.31 )% 10.12 % 75.20 % Net assets at end of period (in thousands) $ 67,731 $ 47,981 $ 44,141 $ 24,346 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.040%, 0.050% and 0.050% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Real Asset Return Fund Real Asset Return Fund: Year ended December 31, For the period July 7, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.15 ) (0.14 ) (0.14 ) (0.06 ) Net investment income (loss) (0.15 ) (0.14 ) (0.14 ) (0.06 ) Net realized and unrealized gain (loss) 1.31 0.99 2.25 2.57 Net increase (decrease) in unit value 1.16 0.85 2.11 2.51 Net asset value at beginning of period 17.47 16.62 14.51 12.00 Net asset value at end of period $ 18.63 $ 17.47 $ 16.62 $ 14.51 Ratio of expenses to average net assets*, 0.82 % 0.83 % 0.88 % 0.95 % Ratio of net investment income (loss) to average net assets* (0.82 )% (0.83 )% (0.88 )% (0.95 )% Portfolio turnover**, 18 % 43 % 39 % 14 % Total return** 6.64 % 5.11 % 14.54 % 20.92 % Net assets at end of period (in thousands) $ 31,516 $ 21,793 $ 12,789 $ 5,371 (a) Commencement of operations. * Annualized for the periods less than one year. ** Not annualized for the periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.018%, 0.020% and 0.020% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Alternative Alpha Fund Alternative Alpha Fund: For the period January 17, 2012(a) to December 31, 2012 Investment income $ 0.20 Expenses , (0.07 ) Net investment income (loss) 0.13 Net realized and unrealized gain (loss) 0.63 Net increase (decrease) in unit value 0.76 Net asset value at beginning of period 10.00 Net asset value at end of period $ 10.76 Ratio of expenses to average net assets*, 0.71 % Ratio of net investment income (loss) to average net assets* 1.31 % Portfolio turnover**, 28 % Total return** 7.60 % Net assets at end of period (in thousands) $ 1,172 (a) Commencement of operations. * Annualized for periods less than one year. ** Not annualized for periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.714% for the period from inception to December 31, 2012 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Retirement Date Funds Lifetime Income Retirement Date Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ $ Expenses , (0.11 ) (0.11 ) (0.10 ) (0.09 ) (0.07 ) Net investment income (loss) (0.11 ) (0.11 ) (0.10 ) (0.09 ) (0.07 ) Net realized and unrealized gain (loss) 1.20 0.57 1.07 1.51 (1.51 ) Net increase (decrease) in unit value 1.09 0.46 0.97 1.42 (1.58 ) Net asset value at beginning of period 12.37 11.91 10.94 9.52 11.10 Net asset value at end of period $ 13.46 $ 12.37 $ 11.91 $ 10.94 $ 9.52 Ratio of expenses to average net assets 0.87 % 0.89 % 0.92 % 0.92 % 0.67 % Ratio of net investment income (loss) to average net assets (0.87 )% (0.89 )% (0.92 )% (0.92 )% (0.67 )% Portfolio turnover 9 % 21 % 91 % 54 % 33 % Total return 8.81 % 3.86 % 8.87 % 14.92 % (14.23 )% Net assets at end of period (in thousands) $ 47,288 $ 35,563 $ 35,505 $ 28,934 $ 27,462 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents 2010 Retirement Date Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ $ Expenses , (0.14 ) (0.13 ) (0.12 ) (0.11 ) (0.08 ) Net investment income (loss) (0.14 ) (0.13 ) (0.12 ) (0.11 ) (0.08 ) Net realized and unrealized gain (loss) 1.68 0.99 1.61 1.88 (2.51 ) Net increase (decrease) in unit value 1.54 0.86 1.49 1.77 (2.59 ) Net asset value at beginning of period 15.10 14.24 12.75 10.98 13.57 Net asset value at end of period $ 16.64 $ 15.10 $ 14.24 $ 12.75 $ 10.98 Ratio of expenses to average net assets 0.87 % 0.90 % 0.92 % 0.92 % 0.67 % Ratio of net investment income (loss) to average net assets (0.87 )% (0.90 )% (0.92 )% (0.92 )% (0.67 )% Portfolio turnover 17 % 18 % 96 % 56 % 27 % Total return 10.20 % 6.04 % 11.69 % 16.12 % (19.09 )% Net assets at end of period (in thousands) $ 82,908 $ 63,694 $ 69,429 $ 61,971 $ 49,186 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents 2020 Retirement Date Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ $ Expenses , (0.16 ) (0.15 ) (0.14 ) (0.12 ) (0.10 ) Net investment income (loss) (0.16 ) (0.15 ) (0.14 ) (0.12 ) (0.10 ) Net realized and unrealized gain (loss) 2.41 0.99 2.17 2.66 (4.37 ) Net increase (decrease) in unit value 2.25 0.84 2.03 2.54 (4.47 ) Net asset value at beginning of period 17.32 16.48 14.45 11.91 16.38 Net asset value at end of period $ 19.57 $ 17.32 $ 16.48 $ 14.45 $ 11.91 Ratio of expenses to average net assets 0.87 % 0.89 % 0.91 % 0.92 % 0.67 % Ratio of net investment income (loss) to average net assets (0.87 )% (0.89 )% (0.91 )% (0.92 )% (0.67 )% Portfolio turnover 8 % 14 % 86 % 51 % 17 % Total return 12.99 % 5.10 % 14.05 % 21.33 % (27.29 )% Net assets at end of period (in thousands) $ 206,880 $ 155,759 $ 135,704 $ 106,568 $ 74,855 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents 2030 Retirement Date Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ $ Expenses , (0.18 ) (0.17 ) (0.15 ) (0.13 ) (0.11 ) Net investment income (loss) (0.18 ) (0.17 ) (0.15 ) (0.13 ) (0.11 ) Net realized and unrealized gain (loss) 2.85 0.68 2.57 3.37 (6.12 ) Net increase (decrease) in unit value 2.67 0.51 2.42 3.24 (6.23 ) Net asset value at beginning of period 18.96 18.45 16.03 12.79 19.02 Net asset value at end of period $ 21.63 $ 18.96 $ 18.45 $ 16.03 $ 12.79 Ratio of expenses to average net assets 0.87 % 0.89 % 0.91 % 0.92 % 0.67 % Ratio of net investment income (loss) to average net assets (0.87 )% (0.89 )% (0.91 )% (0.92 )% (0.67 )% Portfolio turnover 6 % 15 % 79 % 48 % 15 % Total return 14.08 % 2.76 % 15.10 % 25.33 % (32.75 )% Net assets at end of period (in thousands) $ 156,156 $ 115,374 $ 108,395 $ 77,025 $ 51,242 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents 2040 Retirement Date Fund: Year ended December 31, 2012 2011 2010 2009 2008 Investment income $ $ $ $ $ Expenses , (0.19 ) (0.19 ) (0.17 ) (0.14 ) (0.12 ) Net investment income (loss) (0.19 ) (0.19 ) (0.17 ) (0.14 ) (0.12 ) Net realized and unrealized gain (loss) 3.28 0.04 2.93 4.06 (7.45 ) Net increase (decrease) in unit value 3.09 (0.15 ) 2.76 3.92 (7.57 ) Net asset value at beginning of period 20.44 20.59 17.83 13.91 21.48 Net asset value at end of period $ 23.53 $ 20.44 $ 20.59 $ 17.83 $ 13.91 Ratio of expenses to average net assets 0.86 % 0.89 % 0.91 % 0.92 % 0.67 % Ratio of net investment income (loss) to average net assets (0.86 )% (0.89 )% (0.91 )% (0.92 )% (0.67 )% Portfolio turnover 8 % 8 % 81 % 50 % 14 % Total return 15.12 % (0.73 )% 15.48 % 28.18 % (35.24 )% Net assets at end of period (in thousands) $ 100,851 $ 75,286 $ 69,945 $ 49,613 $ 31,314 Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for 2012, 2011 and 2010 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents 2050 Retirement Date Fund: For the period January 17, 2012(a) to December 31, 2012 Investment income $ Expenses , (0.18 ) Net investment income (loss) (0.18 ) Net realized and unrealized gain (loss) 2.60 Net increase (decrease) in unit value 2.42 Net asset value at beginning of period 20.00 Net asset value at end of period $ 22.42 Ratio of expenses to average net assets*, 0.87 % Ratio of net investment income (loss) to average net assets* (0.87 )% Portfolio turnover**, 53 % Total return** 12.10 % Net assets at end of period (in thousands) $ 1,502 (a) Commencement of operations. * Annualized. ** Not annualized. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.030% for the period from inception to December 31, 2012 and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Target Risk Funds Conservative Risk Fund: Year ended December 31, For the period July 7, 2009(a) to December 31, 2009 2012 2011 2010 Investment income , (b) $ $ $ $ Expenses , (0.13 ) (0.13 ) (0.13 ) (0.06 ) Net investment income (loss) (0.13 ) (0.13 ) (0.13 ) (0.06 ) Net realized and unrealized gain (loss) 1.26 0.93 1.38 1.45 Net increase (decrease) in unit value 1.13 0.80 1.25 1.39 Net asset value at beginning of period 16.44 15.64 14.39 13.00 Net asset value at end of period $ 17.57 $ 16.44 $ 15.64 $ 14.39 Ratio of expenses to average net assets*, 0.79 % 0.80 % 0.84 % 0.92 % Ratio of net investment income (loss) to average net assets* (0.78 )% (0.80 )% (0.83 )% (0.90 )% Portfolio turnover**, 30 % 55 % 35 % 5 % Total return** 6.87 % 5.12 % 8.69 % 10.69 % Net assets at end of period (in thousands) $ 37,003 $ 24,760 $ 16,254 $ 5,643 (a) Commencement of operations. (b) Amounts less than $0.005 per unit are rounded to zero. * Annualized for periods less than one year. ** Not annualized for periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.022%, 0.020% and 0.030% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Moderate Risk Fund: Year ended December 31, For the period July 7, 2009(a) to December 31, 2009 2012 2011 2010 Investment income , (b) $ $ $ $ Expenses , (0.16 ) (0.15 ) (0.15 ) (0.07 ) Net investment income (loss) (0.16 ) (0.15 ) (0.15 ) (0.07 ) Net realized and unrealized gain (loss) 2.09 0.28 2.06 2.50 Net increase (decrease) in unit value 1.93 0.13 1.91 2.43 Net asset value at beginning of period 18.47 18.34 16.43 14.00 Net asset value at end of period $ 20.40 $ 18.47 $ 18.34 $ 16.43 Ratio of expenses to average net assets*, 0.80 % 0.81 % 0.85 % 0.92 % Ratio of net investment income (loss) to average net assets* (0.80 )% (0.81 )% (0.85 )% (0.91 )% Portfolio turnover**, 22 % 40 % 22 % 7 % Total return** 10.45 % 0.71 % 11.63 % 17.36 % Net assets at end of period (in thousands) $ 62,518 $ 46,927 $ 32,118 $ 13,581 (a) Commencement of operations. (b) Amounts less than $0.005 per unit are rounded to zero. * Annualized for periods less than one year. ** Not annualized for periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.024%, 0.026% and 0.027% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Aggressive Risk Fund: Year ended December 31, For the period July 7, 2009(a) to December 31, 2009 2012 2011 2010 Investment income $ $ $ $ Expenses , (0.18 ) (0.18 ) (0.16 ) (0.08 ) Net investment income (loss) (0.18 ) (0.18 ) (0.16 ) (0.08 ) Net realized and unrealized gain (loss) 2.94 (0.41 ) 2.79 3.70 Net increase (decrease) in unit value 2.76 (0.59 ) 2.63 3.62 Net asset value at beginning of period 20.66 21.25 18.62 15.00 Net asset value at end of period $ 23.42 $ 20.66 $ 21.25 $ 18.62 Ratio of expenses to average net assets*, 0.81 % 0.84 % 0.84 % 0.92 % Ratio of net investment income (loss) to average net assets* (0.81 )% (0.84 )% (0.84 )% (0.92 )% Portfolio turnover**, 24 % 50 % 29 % 9 % Total return** 13.36 % (2.78 )% 14.12 % 24.13 % Net assets at end of period (in thousands) $ 23,346 $ 16,543 $ 12,684 $ 4,212 (a) Commencement of operations. * Annualized for periods less than one year. ** Not annualized for periods less than one year. Calculations prepared using the daily average number of units outstanding during the period. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment fund in which the Fund invests. The estimated acquired fund fees which are incurred directly by the underlying fund were 0.026%, 0.029% and 0.027% for 2012, 2011 and 2010, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Portfolio turnover reflects purchases and sales of the Fund s assets invested in a collective investment fund, rather than portfolio turnover of the underlying portfolio of such collective investment fund. Table of Contents Balanced Fund: For the year ended December 31, 2012 2011 2010 2009 2008 Investment income $ (a) $ $ $ 0.55 $ 0.95 Expenses( ) (0.19 ) (0.37 ) Net investment income (loss) 0.36 0.58 Net realized and unrealized gain (loss) 11.06 2.92 10.00 14.26 (22.14 ) Net increase (decrease) in unit value 11.06 2.92 10.00 14.62 (21.56 ) Net asset value at beginning of year 95.63 92.71 82.71 68.09 89.65 Net asset value at end of year $ 106.69 $ 95.63 $ 92.71 $ 82.71 $ 68.09 Ratio of expenses to average net assets % % % 0.27 % 0.46 % Ratio of net investment income (loss) to average net assets(b) %(c) % % 0.48 % 0.71 % Portfolio turnover 13 % 43 % 5 % 38 % 32 % Total return 11.57 % 3.15 % 12.09 % 21.47 % (24.05 )% Net assets at end of year (in thousands) $ 227,126 $ 237,871 $ 269,856 $ 284,803 $ 277,953 (a) Amounts less than $0.005 per unit are rounded to zero. (b) Does not reflect net investment income from the portion of the Fund invested in the Bond Core Plus Fund and Large Cap Equity Fund which retain all net investment income and make no distributions. (c) Amounts less than 0.005% are rounded to zero. Calculations prepared using the daily average number of units outstanding during the year. Expenses include only those expenses charged directly to the Fund and do not include expenses charged to the collective investment funds, including the Large Cap Equity Fund, and the Bond Core Plus Fund in which the Fund invests a portion of its assets. The estimated acquired fund fees which are incurred directly by the underlying fund were 1.002% and 1.019% for 2012 and 2011, respectively, and are deducted from the value of the funds in which this Fund invests and is included in this Fund s total return. Table of Contents Allocation of Contributions to the Investment Options Contributions under the Program generally can be allocated to the Funds on a daily basis and are credited on the day of receipt if accompanied or preceded by proper allocation instructions and received on a Business Day by 4:00 p.m. Eastern time (or, if earlier, the close of regular market trading). Contributions are used to purchase Units of the applicable Funds based on their per Unit net asset value. Contributions may also be allocated to the Self-Directed Brokerage Account, subject to prior approval of the brokerage provider, TD Ameritrade, in the case of in-kind rollover contributions. Contributions directly into the Alternative Alpha Fund are not permitted. Participants may only make transfers into the Alternative Alpha Fund from investments allocated to other Funds established under the Collective Trust. Transfers into the Alternative Alpha Fund by or on behalf of a Participant may not cause the aggregate unit value of the investment in the Alternative Alpha Fund to exceed 15% of the aggregate unit value of all such Participants investments in the Funds and the Balanced Fund at the time of transfer. In accordance with accounting rules applicable to methods to be used by the Stable Asset Return Fund to value its assets, no additional assets of defined benefit plans, including cash balance plans, may be contributed to or transferred to the Stable Asset Return Fund. However, any assets of defined benefit plans invested in the Stable Asset Return Fund prior to January 15, 2006 may remain so invested, including any earnings thereon. The Balanced Fund is no longer being offered and thus is not an investment option, although certain assets held under the Program continue to be invested in the Balanced Fund. See Balanced Fund. Transfers Among Investment Options Transfers may be made among the Funds and a Self-Directed Brokerage Account generally on a daily basis based on the relevant per Unit net asset value of each Fund. However, short-term or other excessive trading into or out of a Fund may harm its performance by disrupting portfolio management strategies and by increasing expenses. No more than one transfer may be made into the International All Cap Equity Fund, the International Index Equity Fund or the Global All Cap Equity Fund in any 45 calendar day period. There is no restriction on an Investor s ability to make transfers out of the International All Cap Equity Fund, the International Index Equity Fund or the Global All Cap Equity Fund on any Business Day. Northern Trust and Northern Trust Investments reserve the right to take such additional actions with respect to excessive trading in the International All Cap Equity Fund, the International Index Equity Fund, the Global All Cap Equity Fund or other investment options, such as the rejection of transfer requests, as they may deem appropriate and in the best interests of all Investors to curtail excessive trading. Direct transfers from the Stable Asset Return Fund to a Self-Directed Brokerage Account are not permitted. There are no restrictions on transfers from the Stable Asset Return Fund to other Funds available under the Collective Trust, but the amount transferred from the Stable Asset Return Fund to any other Fund cannot be transferred from such other Fund to a Self-Directed Brokerage Account until 90 days have passed since the date of such transfer. To the extent that an amount transferred from the Stable Asset Return Fund to another Fund is again transferred to another Fund, such amount cannot be transferred to a Self-Directed Brokerage Account until 90 days have passed since the date of the initial transfer from the Stable Asset Return Fund. Contributions, Benefits and Distributions A Participant s eligibility for contributions and benefits, and the time and manner of distributions, depend on the terms of the applicable plan through which he or she participates. For information regarding the terms of a plan, a Participant should contact his or her Employer. Table of Contents

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+Delaware 4955 71-0659511 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 10 New Bond Street Worcester, Massachusetts 01606 (508) 854-1628 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) James F. Wood ThermoEnergy Corporation 10 New Bond St. Worcester, Massachusetts 01606 (508) 854-1628 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: William E. Kelly, Esq. Nixon Peabody LLP 100 Summer Street Boston, Massachusetts 02110 (617) 345-1195 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. Yes x No 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. Yes No 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. Yes No 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. Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered (1) Proposed maximum offering price per share (2) Proposed maximum aggregate offering price (2) Amount of registration fee (2) Common Stock, $0.001 par value (4) 63,856,250 $ 0.08 $ 5,108,500.00 $ 696.80 (3) (1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the registration fee based on the average of the high and low sales prices of the Common Stock on December 12, 2012, as reported on the Over-the-Counter Bulletin Board. (3) Previously paid. (4) Reflects shares of Common Stock being registered for resale by the selling stockholders set forth herein. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED January 18, 2013 Preliminary Prospectus 63,856,250 Shares THERMOENERGY CORPORATION Common Stock This prospectus relates to the resale of up to 63,856,250 shares of Common Stock, par value $0.001 per share, of ThermoEnergy Corporation that may be sold from time to time by the selling stockholders named in this prospectus on page 48. We will not receive any proceeds from the sale of the Common Stock by the selling stockholders. The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in shares of Common Stock on any market or trading facility on which our shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. No underwriter or other person has been engaged to facilitate the sale of shares of our Common Stock in this offering. We are paying the cost of registering the shares covered by this prospectus as well as various related expenses. The selling stockholders are responsible for all discounts, selling commission and other costs related to the offer and sale of their shares. Our Common Stock is currently traded on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol "TMEN.OB." On January 11, 2013 the last reported sale price of our Common Stock on the OTCBB was $0.07 per share. You should read this prospectus carefully before you invest. Investing in our Common Stock involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 6 of this prospectus for risks and uncertainties you should consider before buying shares of our Common Stock. None of the Securities and Exchange Commission, any state securities commission, nor any other governmental agency has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 18, 2013 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 2 PROSPECTUS SUMMARY 2

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+This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the CorTS, you should carefully read this prospectus in full. Issuing Entity CorTS Trust 2013-1 for [_________] Debentures, a common law trust to be formed under New York law pursuant to a trust agreement, dated as of [_______], 2013 (the Base Trust Agreement ), as supplemented by the CorTS Supplement 2013-1, to be dated as of the closing date (the Trust Supplement and, together with the Base Trust Agreement, the Trust Agreement ). We refer to the CorTS Trust 2013-1 for [__________] Debentures as the Trust, the CorTS Trust, or the issuing entity. Sponsor and Trustor Structured Products Corp., a Delaware corporation. We refer to Structured Products Corp. as the Company or Trustor. Trustee and Servicer U.S. Bank National Association, a national banking association. Its address is 100 Wall Street, Suite 1600, New York, New York 10005. We refer to U.S. Bank National Association as U.S. Bank or the Trustee. On the closing date, the Company will provide the Trustee with certain information relating to the Underlying Issuer and the Underlying Securities. Based on this information, the Trustee will perform certain servicing and administrative functions with respect to the CorTS and the Trust, including, among other things: performing distribution calculations, remitting distributions on the distribution dates to CorTS holders and preparing semi-annual statements to CorTS holders that detail the payments received and the activity on the Underlying Securities during the applicable collection period. Trustee Compensation As compensation for the performance of its duties as Trustee, the Trustee will be entitled to payment of Trustee fees and reimbursement of expenses by the Company pursuant to a separate agreement with the Company, however, the Trustee will not have any claim against the Trust with respect thereto. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, dated February 1, 2013 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. The 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. Structured Products Corp. Sponsor, Depositor and Trustor [_____________] [___]% Corporate-Backed Trust Securities CorTS Callable Trust Certificates (principal amount $25 per CorTS ) issued by CorTS Trust 2013-1 for [__________] Debentures Issuing Entity The CorTS Trust 2013-1 for [__________] Debentures, or the trust, will issue CorTS Callable Trust Certificates ( CorTS ), which will represent interests in the trust and will be paid only from the assets of the trust. The assets of the trust will consist of $[__________] [____]% Debentures due [_________] issued by [________________]. The CorTS will evidence the right to receive (i) semi-annual interest payments on the principal amount of $25 per CorTS at an interest rate of [_____]% per year on [________] and [________] of each year, commencing on [__________] and (ii) your pro rata share of a single payment of principal of $[__________] (or $25 per CorTS ) due on [____________] or on such earlier date as described in this prospectus. The CorTS represent interests in the trust only and will not represent an interest in or obligations of the sponsor, the trustor, any of their affiliates, or any other party. No governmental agency or instrumentality has insured or guaranteed the CorTS or the trust assets. The trust will also issue one class of interest only certificates and call warrants, neither of which is being offered by this prospectus. The interest only certificates will evidence the right to receive semi-annual interest payments as described in this prospectus and the call warrants will represent the right to purchase, in whole or in part, the trust assets under certain circumstances. Scheduled interest distributions on the CorTS will rank on parity with scheduled distributions on the interest only certificates. Interest only certificates will have a claim on a portion of the proceeds of the liquidation of the trust assets in certain circumstances. Investing in the CorTS involves certain risks, which are described in the Risk Factors ) section beginning on page [22] in this prospectus. Application will be made to list the CorTS on the New York Stock Exchange. If approved for listing, trading of the CorTS on the NYSE is expected to commence within a 30-day period after the initial delivery thereof. No guarantee can be given that a secondary market for the CorTS will develop or that the CorTS will remain listed on the NYSE. See Underwriting herein. _____________________ Neither the Securities and Exchange Commission nor any state securities commission has approved these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Per CorTS Total Public offering price $[_______] $[_______] Underwriting discount $[_______] $[_______] Proceeds to trust (before expenses) $[_______] $[_______] The underwriter expects to deliver your CorTS in book-entry form only through The Depository Trust Company on or about [_______] [__], 2013. CorTS is a registered service mark of Citigroup Global Markets Inc. _____________________ Citigroup _____________________ [_______] [__], 2013 Underlying Securities The Trust will acquire from Citigroup Global Markets Inc., referred to in this prospectus as CGMI, in exchange for all of the CorTS, the I/O Certificates, and the Call Warrants $[________] [___]% Debentures due [__________] (the Underlying Securities ) issued by the Underlying Issuer. The terms of the Underlying Securities are discussed in more detail under Description of the Underlying Securities and Appendix A Description of the Underlying Securities. Underlying Issuer [__________________] (the Underlying Issuer ). Certificates The CorTS Trust will issue three classes of securities, one of which is the CorTS offered pursuant to this prospectus. The two other classes of securities are the I/O Certificates and the Call Warrants which are sold separately in private transactions as further described herein. The CorTS and the I/O Certificates are collectively the Certificates. Offered Securities $[_______] [____]% CorTS, principal amount $25 per CorTS. If additional Underlying Securities are sold to the Trust, then the Trust will issue additional CorTS in a principal amount equal to the principal amount of Underlying Securities so sold to the Trust. The additional CorTS will rank pari passu with all other outstanding CorTS. Consent of the Holders of outstanding CorTS will not be required in connection with the issuance of additional CorTS, but notice will be given to Holders of outstanding CorTS not more than ten (10) days after the date on which such additional Underlying Securities are sold to the Trust. Closing Date On or about [______] I/O Certificates and Call Warrants On the closing date, the Trust will also issue the I/O Certificates and the Call Warrants. Neither the I/O Certificates nor the Call Warrants are offered by this prospectus. On the closing date, the Call Warrants will be held by Citigroup Global Markets Limited, an affiliate of the Company. The Call Warrants may be sold or transferred by Citigroup Global Markets Limited at any time in whole or in part to one or more qualified institutional buyers (as defined in Rule 144A under the Securities Act), and further sold or transferred by any such subsequent holder(s) from time to time. The I/O Certificates will evidence the right to receive semi-annual interest payments on the notional amount of the I/O Certificates (which as of the date of issuance will be $[___________]) at an interest rate of [___]% per year, accruing from and including the closing date to but excluding [___________], which is the I/O Certificate Maturity Date or such earlier date on which the notional amount of the I/O Certificates is reduced as described herein. Scheduled distributions on the I/O Certificates will rank on a parity with scheduled interest distributions on the CorTS. The I/O Certificates will have a claim on a portion of the proceeds of the liquidation of the Underlying Securities in certain circumstances. See Description of the CorTS Redemption of the CorTS Upon Exercise of a Call Warrant, Redemption of the CorTS Upon Redemption or Acceleration of the Underlying Securities, Recovery on Underlying Securities Following Payment Default , Action Upon the Underlying Issuer Failing to Report under the Exchange Act , and Description of the I/O Certificates . The Call Warrants will represent the right of a holder of the Call Warrants to purchase the Underlying Securities from the Trust on certain dates as described in this prospectus. If, in the future, additional Underlying Securities are sold to the Trust, additional I/O Certificates in a notional amount equal to the principal amount of Underlying Securities so sold to the Trust will be issued. Any such additional Underlying Securities will be subject to additional Call Warrants. CorTS Maturity Date [_______________] Interest and Principal Distributions Except as otherwise described herein, as a holder of CorTS, you will have the right to receive from the Trust: semi-annual payments of interest on the principal amount of your CorTS accruing from the closing date at a rate of [____]% per year, payable on [_____] and [_____] of each year, beginning on [___________], 2013, until the CorTS Maturity Date or until earlier redemption date or acceleration date as described herein; and the pro rata share for your CorTS of a single payment of principal of $[___________] (or $25 per CorTS) plus accrued and unpaid interest there on to the CorTS Maturity Date or until earlier redemption date or acceleration date as described herein; the CorTS Maturity Date is [________]. Early Termination of Trust and Redemption of the CorTS The Trust will redeem your CorTS prior to the CorTS Maturity Date: in whole or in part if the Call Warrants are exercised in whole or in part, in whole or in part if the Underlying Issuer redeems the Underlying Securities in whole or in part, in whole if the Trust is no longer permitted under Item 1100(c)(2) of Regulation AB to refer to periodic reports filed by the Underlying Issuer under the Exchange Act (an SEC Reporting Failure ), including by reason of (1) the Underlying Issuer either (x) starting in writing that it intends permanently to cease filing periodic reports required under the Securities Exchange Act or (y) failing to file all required periodic reports for any applicable reporting period, or in whole if a Payment Default on the Underlying Securities occurs, or if the maturity of the Underlying Securities is accelerated following a default. If the Trust is terminated prior to the CorTS Maturity Date due to an exercise of the Call Warrants, the CorTS holders will receive an amount equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of redemption or exercise of the Call Warrants (plus $1.00 in the case of an exercise of the Call Warrants prior to [________] [__], [_____] in connection with a publicly announced tender offer of the Underlying Securities by the Underlying Issuer or any of its affiliates). If the Trust is terminated prior to the CorTS Maturity Date due to a redemption of the Underlying Securities or a default on the Underlying Securities (other than a Payment Default) and acceleration of the maturity of the Underlying Securities, then the CorTS holders will receive, to the extent redemption proceeds are available for distribution in accordance with the priority of payments described herein, an amount equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of redemption. If the Trust is terminated prior to the CorTS Maturity Date due to a Payment Default on the Underlying Securities (including a Payment Default resulting from an acceleration of the maturity of the CorTS), or an SEC Reporting Failure, which, in either case, does not result in a deemed exercise of the Call Warrants, holders of the CorTS and the I/O Certificates will share the proceeds of the liquidation of the Underlying Securities according to the Allocation Percentages (as defined herein), which will result in the holders of CorTS receiving less than $25 per CorTS plus accrued and unpaid interest. See Description of the CorTS Redemption of the CorTS Upon Exercise of a Call Warrant, Redemption of the CorTS Upon Redemption or Acceleration of the Underlying Securities, Recovery on Underlying Securities Following Payment Default and Action Upon the Underlying Issuer Failing to Report under the Exchange Act. Call Warrants; Exercise of Call Warrants; Redemption of the CorTS On any Business Day on or after [________] [__], [2018], the Warrantholders will have the right to purchase, in whole or in part, the Underlying Securities from the Trust. The Underlying Securities would be purchased from the Trust at a price equal to (i) the principal amount of the Underlying Securities being purchased plus accrued and unpaid interest thereon to the purchase date and (ii) the I/O Payment Amount (as defined herein), which sum is referred to as the Exercise Price. If a Call Warrant is exercised, CorTS with a principal amount equal to the principal amount of Underlying Securities being purchased upon such exercise will be redeemed for an amount equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of redemption. In addition, the Call Warrants will become immediately exercisable and/or, under certain circumstances (as described below), will be deemed to be exercised, upon the occurrence of any of the following events: The commencement of a publicly announced tender offer for all or a portion of the Underlying Securities by the Underlying Issuer or any of its affiliates; The occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Underlying Issuer; A redemption of all or a portion of the Underlying Securities or an acceleration of the Underlying Securities; The occurrence of an SEC Reporting Failure; and The occurrence of a Payment Default on the Underlying Securities. On any Business Day following (i) the occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Underlying Issuer or (ii) the commencement of a publicly announced tender offer for all or a portion of the Underlying Securities by the Underlying Issuer or any of its affiliates (but on or before the date such tender offer expires or is consummated), the Warrantholders will have the right to purchase, in whole or in part, the Underlying Securities from the Trust. The Underlying Securities would be purchased in the manner set forth in the preceding paragraph except that if the purchase occurs prior to [________] [__], [2018] and in connection with a publicly announced tender offer, the Warrantholder will be required to pay the Exercise Price plus an amount sufficient to ensure that the CorTS will be paid an additional $1.00 per $25.00 CorTS. Upon the occurrence of a redemption of the Underlying Securities, whether as a result of a redemption by the Underlying Issuer, an acceleration following a default or otherwise, Call Warrants proportionate to the amount of the Underlying Securities to be redeemed may be deemed to be exercised and cash-settled and the CorTS in an amount equal to the amount of the Underlying Securities to be redeemed will receive payment in an amount equal to $25 per CorTS redeemed plus accrued and unpaid interest to the date of redemption. See Description of the CorTS Redemption of the CorTS Upon Redemption or Acceleration of the Underlying Securities. In the event of an SEC Reporting Failure, the Underlying Securities will be liquidated and the Call Warrants will become immediately exercisable and, if in-the-money or at-the-money (i.e., the value of the Underlying Securities is at least equal to the principal of, and accrued interest on, the CorTS plus the I/O Payment Amount and accrued interest on the I/O Certificates), will be deemed to be exercised and will be cash-settled from the liquidation proceeds of the Underlying Securities after all payments made to the CorTS Certificateholders and I/O Certificateholders. Under such circumstances, the CorTS Certificateholders will receive liquidation proceeds in an amount equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of liquidation. The CorTS Certificateholders will not receive any additional liquidation proceeds available for distribution. If the Call Warrants are not in-the-money or at-the-money and are not exercised before the liquidation of the Underlying Securities, they will expire worthless and the liquidation proceeds will be distributed to the CorTS Certificateholders and I/O Certificateholders in accordance with the Allocation Percentages. See Description of the CorTS Action Upon the Underlying Issuer Failing to Report Under the Exchange Act. In the event of a Payment Default on the Underlying Securities, the Call Warrants will, if in-the-money , be deemed to be exercised and will be cash-settled for an amount equal to any proceeds received in respect of the Underlying Securities as a result of such Payment Default remaining after all payments made to the CorTS Certificateholders and I/O Certificateholders in connection with such Payment Default. Under such circumstances, the CorTS Certificateholders will receive liquidation proceeds in an amount equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of liquidation. The CorTS Certificateholders will not receive any additional liquidation proceeds available for distribution. If the Call Warrants are not in-the-money , they will expire worthless and the liquidation proceeds will be distributed to the CorTS Certificateholders and I/O Certificateholders in accordance with the Allocation Percentages. See Description of the CorTS Recovery on Underlying Securities Following Payment Default. A holder of Call Warrants is not required to exercise Call Warrants with respect to the Underlying Securities at any time (except for the deemed exercises described in the preceding three paragraphs). Therefore, there can be no assurance that the Trust will redeem your CorTS prior to the CorTS Maturity Date as a result of the Call Warrants being exercised. Should the Trust redeem your CorTS prior to the CorTS Maturity Date as a result of an exercise of the Call Warrants, the Trustee will notify you by mail at least ten (10) days before such date of redemption. Optional Redemption or Acceleration of the Underlying Securities; Redemption of CorTS The Underlying Issuer has the right to redeem the Underlying Securities in whole at any time or in part from time to time at a make-whole redemption price (an Optional Redemption ). If a default occurs with respect to the Underlying Securities, the maturity of the Underlying Securities may be accelerated. Upon the occurrence of an Optional Redemption, or an acceleration of the Underlying Securities, redemption proceeds or amounts paid as a result of the acceleration (to the extent of funds available) will be allocated in the following order of priority: (i) CorTS selected by lot for redemption, in an aggregate principal amount equal to the principal amount of the Underlying Securities to be redeemed (or all CorTS if an acceleration has occurred), will be redeemed at a price equal to $25 per CorTS plus accrued and unpaid interest thereon to the date of redemption; (ii) the notional amount of the I/O Certificates will be reduced by an amount equal to the principal amount of the Underlying Securities to be redeemed or accelerated and the I/O Certificateholders will receive accrued and unpaid interest on the notional amount of the I/O Certificates to be reduced; (iii) the I/O Certificateholders will receive an amount equal to the I/O Payment Amount (as defined herein); and (iv) Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, if in-the-money , be deemed to be exercised on a pro rata basis for each holder of Call Warrants and will be cash-settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clauses (i) through (iii) above, otherwise, such Call Warrants will expire worthless, and, in either case, such Call Warrants will cease to be outstanding. Conditional Right to Shorten Maturity Date The Underlying Issuer has the right to shorten the maturity date of the Underlying Securities in the event that, in the opinion of an independent tax counsel, a change in the U.S. tax laws will cause the interest paid on the Underlying Securities to cease to be deductible for U.S. federal income tax purposes. In the event the Underlying Issuer shortens the maturity date of the Underlying Securities, the maturity date of the CorTS will be similarly shortened. See Description of the CorTS Conditional Right to Shorten Maturity herein. Additional Underlying Securities; Issuance of Additional Certificates From time to time hereafter, additional Underlying Securities may be sold to the Trust without the consent of Certificateholders, in which case additional CorTS will be issued in a principal amount equal to the principal amount of Underlying Securities so sold to the Trust. Any such additional CorTS issued will rank pari passu with the CorTS issued on the Closing Date and such additional CorTS together with the CorTS issued on the Closing Date will be backed by the expanded asset pool consisting of the Underlying Securities originally sold to the Trust on the Closing Date and the additional Underlying Securities. Additional I/O Certificates in a notional amount equal to the principal amount of the additional Underling Securities so sold to the Trust will also be issued. Any such additional Underlying Securities which are sold to the Trust after the Closing Date will be subject to additional Call Warrants. Additional CorTS will only be issued in connection with the sale of additional Underlying Securities to the Trust. Notice will be given to existing Certificateholders of the sale of additional Underlying Securities to the Trust not more than 10 days after the date on which such additional Underlying Securities are sold to the Trust. Because additional Underlying Securities may be sold to the Trust as described above, the Trust is a master trust within the meaning of Item 1101(c)(3)(i) of Regulation AB. Denominations Each CorTS will have a principal amount of $25. Registration, Clearance and Settlement Your CorTS will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Tax Considerations The parties to the Trust Agreement intend to treat the Trust as a grantor trust for U.S. federal income tax purposes. It is the opinion of Orrick, Herrington & Sutcliffe LLP ( Special Tax Counsel ) that, assuming compliance with all provisions of the Trust Agreement without any waiver thereof, the Trust should not be classified for U.S. federal income tax purposes as an association taxable as a corporation (or a publicly traded partnership treated as a corporation). See Material U.S. Federal Income Tax Consequences in this prospectus. The Underlying Issuer intends to treat the Underlying Securities as debt for U.S. federal income tax purposes. Although the Underlying Issuer is taking the position that the Underlying Securities are debt for U.S. federal income tax purposes, the Underlying Securities Prospectus does not indicate that an opinion (as to their status as debt) was given. Accordingly, if the Underlying Securities are not debt for U.S. federal income tax purposes, among other consequences, interest on the Underlying Securities could be characterized as dividends for U.S. federal income tax purposes and may be subject to U.S. federal withholding tax unless reduced or eliminated by an applicable income tax treaty. The Trust currently intends to take the position that the Underlying Securities are debt for U.S. federal income tax purposes. See Material U.S. Federal Income Tax Consequences in this prospectus. For U.S. federal income tax purposes, a CorTS represents two separate components an interest in the Underlying Securities other than the interest represented by the I/O Certificates and your pro rata share of the obligation under the Call Warrants. Thus, for U.S. federal income tax purposes, you should be treated as the owner of your pro rata share of the Stripped Underlying Securities and as the owner of your pro rata share of the Call Warrants and should be taxed on each component separately. See Material U.S. Federal Income Tax Consequences in this prospectus. If you are a U.S. Holder (as defined below under the heading Material U.S. Federal Income Tax Consequences ), for U.S. federal income tax purposes, you will be required to include in income your pro rata share of all interest payments on the Stripped Underlying Securities (as defined below under the heading Material U.S. Federal Income Tax Consequences ) received by the Trust in accordance with your usual method of tax accounting, your pro rata share of the Call Warrant Premium (as defined below under the heading Material U.S. Federal Income Tax Consequences ) should not be included in gross income prior to the exercise, transfer, lapse or termination of the Call Warrants. You should recognize capital gain or loss on your pro rata share of the Stripped Underlying Securities in an amount equal to the portion of the amount received on the sale, exchange or other disposition of CorTS that is allocable to the Stripped Underlying Securities less the portion of the amount paid for the CorTS that is allocable to the Stripped Underlying Securities and less any premium you elect to amortize with respect to the Stripped Underying Securities. Your pro rata share of the Call Warrant Premium should be treated as short-term capital gain upon a lapse of the Call Warrants, and (B) upon the exercise of the Call Warrants or a sale, exchange or other disposition of the CorTS, you should recognize capital gain or loss, as the case may be, calculated by reference to the difference between your ratable share of the Call Warrant Premium and the amount received on the sale, exchange or other disposition of a CorTS that is allocated to the Call Warrants. Such gain or loss will be short-term capital gain or loss, even if you hold your CorTS for more than one year. See Material U.S. Federal Income Tax Consequences in this prospectus. If you are a Non-U.S. Holder (as defined below under the heading Material U.S. Federal Income Tax Consequences ) and the Underlying Securities are property characterized as indebtedness for U.S. federal income tax purposes, and provided that you are not (1) a controlled foreign corporation, as such term is defined in the Code, which is related to the Underlying Issuer through stock ownership, (2) a person owning, actually or constructively, securities representing at least 10% of the total combined outstanding voting power of all classes of voting stock of the Underlying Issuer, or (3) a bank that acquired CorTS in consideration of an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, payments of principal of, and interest on, the Stripped Underlying Securities to you should not be subject to U.S. federal withholding tax provided that you comply with applicable requirements described under the heading Material U.S. Federal Income Tax Consequences U.S. Federal Income Taxation of U.S. Holders of CorTS U.S. Backup Withholding Tax and Information Reporting. If you are a Non-U.S. Holder of CorTS, provided that you comply with applicable requirements described under the heading Material U.S. Federal Income Tax Consequences U.S. Federal Income Taxation of U.S. Holders of CorTS U.S. Backup Withholding Tax and Information Reporting, any gain realized by you upon the sale, exchange or retirement of CorTS generally should not be subject to U.S. federal income tax, unless (i) such gain is effectively connected with the conduct by you of a trade or business in the United States; or (ii) if you are an individual, you are present in the United States for 183 days or more in the taxable year of such sale, exchange or retirement and certain other conditions are met. See Material U.S. Federal Income Tax Consequences in this prospectus. ERISA Considerations An employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code of 1986, contemplating the purchase of CorTS should consult with its counsel before making such a purchase. The fiduciary of such an employee benefit plan or plan and such legal advisors should consider whether the CorTS will satisfy all of the requirements of the publicly-offered securities exception described herein or the possible application of other prohibited transaction exemptions described herein. However, if the CorTS are delisted from the NYSE, additional restrictions imposed by the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986 may apply to the purchase of CorTS. See Certain ERISA Considerations herein. Listing Application will be made to list the CorTS on the New York Stock Exchange. If approved for listing, trading of the CorTS on the NYSE is expected to commence within a 30-day period after the initial delivery thereof. There can be no assurance that the CorTS will remain listed on the NYSE. See Underwriting herein. Ratings It is a condition to issuance of the CorTS that they be rated by the hired NRSRO. The hired NRSRO may maintain ongoing rating surveillance with respect to the CorTS, but neither the Trustee nor the Company will monitor any changes in the rating of the CorTS after the closing date.

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus, including the section entitled Risk Factors and the risk factors incorporated by reference in this prospectus as described in that section, and our financial statements and the notes thereto and other information incorporated by reference in this prospectus from our other filings with the Securities and Exchange Commission, or the SEC. In this prospectus, unless the context indicates otherwise, the terms Company, we, us, and our refer to Empire Resorts, Inc., a Delaware corporation, and its subsidiaries. We and the selling stockholder have not authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholder is offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Overview We were organized as a Delaware corporation on March 19, 1993, and since that time have served as a holding company for various subsidiaries engaged in the hospitality and gaming industries. Through our wholly-owned subsidiary, Monticello Raceway Management, Inc. ( MRMI ), we currently own and operate Monticello Casino and Raceway, a 45,000 square foot video gaming machine ( VGM ) and harness horseracing facility located in Monticello, New York, 90 miles northwest of New York City. Monticello Casino and Raceway operates 1,110 VGMs which includes 20 electronic table game positions ( ETGs ). VGMs are similar to slot machines, but they are connected to a central system and report financial information to the central system. We also generate racing revenues through pari-mutuel wagering on the running of live harness horse races, the import simulcasting of harness and thoroughbred horse races from racetracks across the country and internationally, and the export simulcasting of our races to offsite pari-mutuel wagering facilities. Our principal executive offices are located at Monticello Casino and Raceway, 204 State Route 17B, P.O. Box 5013, Monticello, New York 12701, and our telephone number is (845) 807-0001. Our website address is www.empireresorts.com. Except for the documents referred to in the section Incorporation of Certain Information by Reference, which are specifically incorporated by reference in this prospectus, information contained on our website or that can be accessed through our website does not constitute a part of this prospectus. We have included our website address only as an interactive textual reference and do not intend it to be an active link to our website. Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This 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 DECEMBER 11, 2013 1,083,335 SHARES This prospectus relates to shares of common stock of Empire Resorts, Inc. issuable upon the exercise of outstanding warrants. The warrants were issued to the selling stockholder named herein pursuant to the terms of certain agreements between the selling stockholder and the Company. We are registering the offer and sale of the shares to satisfy certain registration rights we have granted pursuant to such warrants and agreements. We will not receive any of the proceeds from the sale of the shares hereunder. We are not offering any shares of common stock for sale under this prospectus, and we will not receive any of the proceeds from the sale or other disposition of the shares of common stock covered hereby. However, we will receive the exercise price of any warrants exercised for cash. To the extent that we receive cash upon exercise of any warrants, we expect to use that cash for general corporate purposes. The selling stockholder (which term as used herein includes its donees, transferees or other successors in interest) may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell its or their shares of common stock in the section titled Plan of Distribution. Our common stock is traded on the NASDAQ Global Market under the symbol NYNY. The last reported sale price on December 10, 2013, was $4.68 per share.

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+PROSPECTUS SUMMARY This summary highlights specific information contained elsewhere or incorporated by reference in this prospectus. However, this summary is not complete and does not contain all of the information you should consider before investing in our common stock, and it is qualified in its entirety by the more detailed information included in or incorporated by reference into this prospectus. To understand this offering fully, you should carefully read this entire prospectus, including the risks discussed under the Risk Factors section and our financial statements and related notes. Sussex Bancorp We are a bank holding company incorporated under the laws of the State of New Jersey in January 1996 and the parent company of Sussex Bank. Pursuant to the New Jersey Banking Act of 1948, as amended, and pursuant to approval of the board of directors and shareholders of Sussex Bank, we acquired Sussex Bank and became its holding company on November 20, 1996. Our only significant asset is our investment in Sussex Bank. At March 31, 2013, we had consolidated total assets of $518.8 million, loans of $349.7 million, deposits of $433.8 million and stockholders equity of $39.9 million. Sussex Bank is a commercial bank formed under the laws of the State of New Jersey in 1975 and is regulated by New Jersey Department of Banking and Insurance. On October 1, 2001, Sussex Bank acquired all of the outstanding stock of Tri-State Insurance Agency, Inc., or Tri-State. Tri-State is a full service insurance agency located in Augusta, New Jersey. Our common stock is traded on the NASDAQ Global Market under the ticker symbol SBBX. Our principal executive offices are located at 200 Munsonhurst Road, Route 517, Franklin, New Jersey 07416, and our telephone number is (973) 827-2914. Our internet address is www.sussexbank.com. The information contained on our web site is not part of, and is not incorporated into or included in, this prospectus. Reasons for the Offerings We are raising capital to support our anticipated future growth and the acceleration of the resolution of our problem assets. We have chosen to pursue a rights offering so that our shareholders have the opportunity to avoid or limit dilution of their ownership interests in our common stock. In addition, we intend to conduct a standby offering of any shares not subscribed for in the rights offering. The standby offering would be available only to persons selected by us, in our sole discretion. Financial Highlights For 2012 and first quarter of 2013, the United States economy remained relatively weak as unemployment levels were still elevated and real estate markets continued to be adversely impacted. Real estate is typically the main form of collateral for community bank lending. We have also been affected by the weakened economy and the deterioration in the real estate market, which is reflected in the credit quality of our loan portfolio. We have also experienced a significant increase in credit related costs over the last several years. During 2010 and 2011, we made considerable changes in executive and senior management and continue to make strides in controlling and mitigating our credit quality issues. We made significant progress in 2012 and the first quarter of 2013 towards reducing our problem assets, which was one of our primary goals. For 2012, we had a 30.1% improvement in non-performing assets, or NPAs, and our total problem assets declined by 29.5% as compared to 2011. Our overall credit quality continued to show positive trends through March 31, 2013, as our total problem assets, which comprises foreclosed real estate, criticized assets and classified assets, declined $3.9 million, or 11.2%, to $31.0 million at March 31, 2013, from $34.9 million at December 31, 2012. Our total problem assets declined 50.6% from a historical high of $62.8 million at March 31, 2010, as compared to March 31, 2013, and the ratio of NPAs to total assets improved to 4.4% at March 31, 2013, from 4.6% at December 31, 2012, and 6.7% at December 31, 2011. For the quarter ended March 31, 2013, we reported net income of $98 thousand, or $0.03 per basic and diluted share, as compared to a net loss of $195 thousand, or ($0.06) per basic and diluted share, for the same period last year. The improvement for the quarter ended March 31, 2013, in net income was largely due to an increase in gains on securities transactions and higher pre-tax earnings produced by our insurance subsidiary, Tri-State Insurance Agency, Inc., which increased $161 thousand to $200 thousand for the first quarter of 2013 as compared to the same period last year. TABLE OF CONTENTS Total loans receivable, net of unearned income, increased $1.9 million, or 0.6%, to $349.7 million from $347.7 million at December 31, 2012. The increase was largely in commercial and industrial loans, which grew by $2.1 million, or 12.9%, to $18.2 million at March 31, 2013, as compared to December 31, 2012. One of our primary objectives has been to increase deposits, particularly core deposits. Our total deposits increased $1.4 million, or 0.3%, to $433.8 million at March 31, 2013, from $432.4 million at December 31, 2012. The increase in deposits was due to an increase in non-interest bearing deposits of $5.4 million, or 11.3%, which was partially offset by a decrease in interest bearing checking and time deposits of $2.5 million and $2.4 million, respectively, for March 31, 2013, as compared to December 31, 2012. Our funding mix continues to improve as low cost deposits grow. At March 31, 2013, our total stockholders equity was $39.9 million, an decrease of $457 thousand when compared to December 31, 2012. At March 31, 2013, the leverage, Tier I risk-based capital and total risk-based capital ratios for the Bank were 9.09%, 12.75% and 14.01%, respectively, all in excess of the ratios required to be deemed well-capitalized. Strategy Business Strategy Our primary business is the ownership and supervision of Sussex Bank, a community bank that services northern New Jersey, New York and to a lesser extent northeastern Pennsylvania. Through Sussex Bank, we conduct a traditional commercial banking business, and offer services including personal and business checking accounts and time deposits, money market accounts and savings accounts. We engage in a wide range of lending activities and offer commercial, consumer, mortgage, home equity and personal loans. Through Sussex Bank s subsidiary, Tri-State Insurance Agency, we operate a full service general insurance agency, offering both commercial and personal lines of insurance. During the last three decades we added branches and expanded across Sussex County and into Orange County, New York. We have traditionally served retail and small to mid-sized businesses in our markets. We have had success growing our market share, especially in Sussex County. At June 30, 2012, we held the number two position in deposit market share in Sussex County according to statistics provided by the Federal Deposit Insurance Corporation. In 2011, we opened a commercial loan production office and a satellite office for Tri-State Insurance Agency in Bergen County, New Jersey to support growth opportunities across northern New Jersey and into New York City. We are a relationship-oriented community bank. Our strategy is built around relationships. Although we recognize that our customers are using technology in place of their personal interaction, we believe that banking customers still require personal attention. Our strategy embraces technology and electronic delivery channels offered with a personal touch. Making an emotional connection with our customers and providing them with an extraordinary experience is vital to our success, and today it is ingrained in our culture and is a true differentiator. To make a connection with our customers, we must understand their needs and those of their businesses and truly care about their experience with our bank. In 2012, we introduced our new tag line Closer to our Customers, which embodies what a customer can expect from Sussex Bank, a feeling of comfort, personal approach and attentiveness, combined with strong expertise and the appropriate level of technology. We believe in our core banking strategy and that we can generate consistent returns on assets and equity that match historical levels. Asset Quality Recovery Plan Sussex Bank and its customers were adversely impacted from the economic downturn as many customers in the real estate and housing sector have struggled during the extended period of the weak real estate market. We sustained significant losses between 2006 through 2009 driven by non-performing loans combined with loan charge-offs and additional loan loss provisions. Our overall total problem assets (total classified/criticized/foreclosed real estate) reached a historical high of $62.8 million at March 31, 2010. Our most severe problem assets (non-performing assets) had experienced deterioration from 2006 through 2009 as non-performing assets increased $24.6 million to $27.3 million at December 31, 2009, as compared to $2.7 million at December 31, 2006. TABLE OF CONTENTS In the first quarter of 2010, the board of directors hired Anthony Labozzetta as the new President and Chief Executive Officer. Since then, we changed our organizational structure by adding or promoting a number of talented leaders and by enhancing the composition of the board of directors: Neill Schreyer, appointed to Chief Credit Officer (June 2010) Steven M. Fusco, Executive Vice President and Chief Financial Officer (July 2010) Vito Giannola, Executive Vice President and Chief Retail Officer (September 2010) Kurt Breitenstein, Executive Vice President and Senior Lending Officer (June 2011) Rene Miranda, Senior Vice President Commercial Lending (June 2011) Patience Calderon, Vice President and Loan Operations Manager (June 2011) Barbara Muccia, Vice President and Human Resources Director (July 2011) Robert McNerney, appointed Director (October 2011) Sarah Roskowsky, Vice President and Marketing Director (October 2011) Adriano Duarte, First Vice President and Treasury Manager (November 2011) Edward Leppert, appointed to Chairman (December 2011) Kurt Breitenstein, appointed to Executive Vice President and Chief Lending Officer (January 2012) Nancy Mackowiak, appointed to Vice President and Compliance Officer (July 2012) John Ursin, appointed Director (August 2012) Crystal Bringuier, Vice President and Controller (August 2012) Subsequent to the hiring of the new President and Chief Executive Officer and the Chief Financial Officer, we created a strategic plan that included confronting and reducing the asset quality issues and building a new business model. The strategic plan also addressed the future need to raise capital to support our future growth as we reduce our problem assets and begin to produce results. We continue to focus on strengthening our core operating performance and resolving legacy problem assets. The economic downturn continues to impact our level of nonperforming assets and in turn has increased our provision for loan losses and costs to resolve such problem assets. Our overall credit quality continues to improve as total problem assets (total classified/criticized/foreclosed real estate) have declined $31.8 million, or 50.6%, to $31.0 million at March 31, 2013, from a historical high of $62.8 million at March 31, 2010, and have decreased 11.2% since December 31, 2012. Included in our overall total problem assets are non-performing assets, which declined 3.8% to 22.9 million at March 31, 2013, as compared to $23.8 million at December 31, 2012, and $34.0 million at December 31, 2011. We have been focused on building for the future and strengthening our core operating results within a stronger risk management framework introduced in 2010 and 2011 by the new management team. Management has significantly enhanced its risk management framework especially as it relates to interest rate risk and credit risk. We introduced a new credit culture and strengthened the credit function with the addition of new staff, the implementation of new credit policies, and the establishment of improved underwriting guidelines and controls with the goal of building a platform that could support future organic growth. While we remain focused on resolving problem assets, we made substantial progress towards upgrading our infrastructure, building our risk management competencies, strengthening our management team, improving business processes, furthering our business development capabilities and enhancing the customer experience. Many of the changes we have implemented have not only made a substantive impact on our earnings performance and financial condition, but they have helped preserve future shareholder value. Finally, we are attempting to raise common equity in order to strengthen our balance sheet, accelerate the resolution of problem assets and to leverage our strengths to take advantage of opportunities for growth, including expansion through acquisitions or branching, infrastructure growth or lines of business expansion that we believe will provide appropriate return to shareholders. TABLE OF CONTENTS The Rights Offering Securities to be offered by us We are distributing to you, at no charge, one non-transferable subscription right for every share of our common stock that you owned on the record date, either as a holder of record or, in the case of shares held of record by brokers, banks, or other nominees, on your behalf, as a beneficial owner of such shares, subject to adjustments to eliminate fractional rights and the subscription limitations described below. Subscription Price The subscription price per share shall be equal to $ . You may pay the purchase price for the shares either by wire transfer or by check, or as instructed by your broker-dealer, bank or other nominee who is the record holder of your shares of our common stock. Your exercise of subscription rights will not be considered effective until your payment has cleared. In the case of immediately available funds, such as a wire transfer, funds will be deemed to clear upon receipt, but in the case of a check, up to five business days may be required for clearing and the check must clear prior to the expiration of the rights offering period. Common stock to be outstanding after this offering If all of our shares of common stock being offered are sold, 4,629,113 shares will be outstanding following closing of the offerings. Basic subscription right The basic subscription right will entitle you to purchase 0.35 of a share of common stock at a subscription price of $ per share. Fractional shares resulting from the exercise of the basic subscription right will be eliminated by rounding down to the nearest whole share. You may exercise all or a portion of your basic subscription right, or you may choose not to exercise any subscription rights at all. However, if you do not fully exercise your basic subscription right, you will not be entitled to purchase shares of common stock under your over-subscription privilege. Over-subscription privilege In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription right, you may also choose to subscribe for a portion of any shares of our common stock that are not purchased by our shareholders through the exercise of their basic subscription rights, subject to the subscription limitations described below under the heading subscription limitations. Subscription limitations We will not issue shares of common stock pursuant to the exercise of the over-subscription privilege to the extent it would result in beneficial ownership, upon completion of the offering, of any shareholder of more than the greater of (i) 4.9% of the total outstanding shares of our common stock or (ii) such shareholder s percentage of beneficial ownership on the record date for the rights offering. Further, we will not issue shares of common stock pursuant to the exercise of basic subscription rights or over-subscription privileges to any shareholder whose beneficial ownership, in our sole opinion, would exceed 9.9% of total outstanding shares of common stock, upon completion TABLE OF CONTENTS of the offering. Any subscription rights exercised for common stock that would cause the holder to exceed the subscription limitations will not be considered exercised or subscribed for by that holder. The portion of the subscription price paid by a holder for common stock not considered subscribed for will be returned to that holder, without interest or penalty, as soon as practicable after completion of the rights offering. Minimum subscription There is no minimum subscription amount under which we would be required to cancel or terminate the rights offering. No fractional shares Fractional shares resulting from the exercise of either the basic subscription rights or the over-subscription privileges will be eliminated by rounding down to the nearest whole share. Record date May 31, 2013 Expiration date The subscription rights will expire at 5:00 p.m., Eastern time, on , 2013. We reserve the right to extend the expiration date and the rights offering period at our sole discretion. Procedures for exercising subscription rights To exercise your subscription rights, you must take the following steps: If you are a registered holder of our common stock, you must deliver payment and a properly completed rights certificate to the subscription agent to be received before 5:00 p.m., Eastern time, on , 2013. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank or other nominee, you should instruct your broker, dealer, custodian bank or other nominee to exercise your subscription rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern time, on , 2013. Non-transferability of rights The subscription rights may not be sold, transferred or assigned and will not be quoted on the NASDAQ Global Market or listed on any stock exchange or market. Participation of directors and officers Certain of our directors and executive officers, together with their affiliates, have indicated that they will participate in the rights offering and, collectively, we expect our directors and executive officers to purchase up to approximately shares in the rights offering, subject to regulatory approval in certain cases, by exercising basic subscription rights and over-subscription privileges, if any. No board recommendation Our board of directors is not making a recommendation regarding your exercise of the subscription rights. You are TABLE OF CONTENTS urged to make your decision to invest 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 of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $ per full share. Standby purchasers In connection with the rights offering, we have entered into standby purchase agreements with the Standby Purchasers. Subject to certain conditions, the Standby Purchasers have committed to purchase from us an aggregate of shares at a price of $ per share, if such shares are available after the exercise of the basic subscription rights and over-subscription privileges in the rights offering. For a detailed discussion, see The Standby Offering. Use of proceeds The net proceeds to us will depend on the number of subscription rights that are exercised. We expect the net proceeds from the offerings to be approximately $ million, if all 1,198,300 shares are sold in the rights offering or to the Standby Purchasers. We intend to use the net proceeds we receive from the offerings for general corporate purposes, including to support future growth such as expansion through acquisitions or branching, infrastructure growth or lines of business expansion. For a detailed discussion, see Use of Proceeds. U.S. federal income tax consequences For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a subscription right. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the subscription rights in light of your particular circumstances. Closing We expect to close the offerings on or about , 2013. Extension and cancellation Although we do not presently intend to do so, we have the option to extend the rights offering for additional periods at our discretion. Our board of directors may for any reason cancel the rights offering at any time before the closing. If we cancel the rights offering, all subscription payments will be returned promptly, without interest or penalty. Subscription agent American Stock Transfer and Trust Company. Information agent AST Phoenix Advisors

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+PROSPECTUS SUMMARY The following summary highlights material information found in more detail elsewhere in the Prospectus. It does not contain all of the information you should consider. As such, before you decide to buy our common stock, in addition to the following summary, we urge you to carefully read the entire Prospectus, especially the risks of investing in our common stock as discussed under "Risk Factors." The Company currently has one wholly-owned subsidiary; Coil Tubing Technology Holdings, Inc., a Nevada corporation, which in turn has three wholly-owned subsidiaries, Precision Machining Resources, Inc. ( PMR ) and Coil Tubing Technology, Inc. ( CTT Texas ), both Texas corporations and Coil Tubing Technology Canada Inc., an Alberta, Canada corporation ( CTT Canada ). In this Prospectus, the terms "we," "us," "our," Coil Tubing and "Company," refer to Coil Tubing Technology, Inc., a Nevada corporation and its subsidiaries. "Common Stock" refers to the common stock, par value $0.001 per share, of Coil Tubing Technology, Inc. Our Company We specialize in the design and production of proprietary tools for the coil tubing industry. We concentrate on three categories of coil tubing applications: tubing fishing, tubing work over and coil tubing drilling, which categories of applications are described in greater detail below. We currently outsource 95% of our tools and components to be manufactured by outside manufacturers and purchase the remaining 5% of our products off the shelf. Coiled tubing refers to using a long, thin, continuous string of hollow pipe that is mounted on a truck to workover oil and gas wells. Crews lower this tubing into the well under the careful control of an operator and once in place this pipe allows the usage of specialized tools, and the pumping of fluids such as nitrogen into the well. The tool string at the bottom of the coil is often called the bottom hole assembly ( BHA ). The BHA can range from something as simple as a jetting nozzle, for jobs involving pumping chemicals or cement through the coil, to a larger string of logging tools, depending on the operations. Coiled tubing is used for a wide range of oil field services, including but not limited to drilling, logging, fracturing, cementing, fishing, completion and production. We focus on the development, marketing and rental of advanced tools and related technical solutions for use with coil tubing and jointed pipe in the BHA for the exploration and production of hydrocarbons ( E&P ). Although various companies in the E&P services industry have realized the importance of coiled tubing, we have focused entirely on the development of dedicated, patented, proprietary downhole tools and related marketing strategies. The Market for Coiled Tubing We believe that the United States domestic market and Canada, which we are actively trying to expand our presence in, is by far the largest and the most competitive market for coil tubing technology, due to the older age of wells and the difficulty in keeping them profitable. Moreover, the United States is considered to be the breeding ground for new technology with a consequential large build-up of coiled tubing units and related companies keeping the rates competitive and therefore coiled tubing workovers more viable. We are currently focusing our efforts primarily in the United States, Canada and Latin America; however we are also working to expand our distribution markets to include the North Sea and Middle Eastern markets. Plan of Operations We believe that we will be able to continue our business operations for the next twelve months without raising any additional capital. We anticipate the need for approximately $9,250,000 in additional funding to support the planned expansion of our operations and acquisitions over the next twelve months and $11,500,000 in additional funding to support our planned expansion and acquisitions over the next 24 months (See also, Management's Discussion and Analysis of Financial Condition and Results of Operations Plan of Operation for the Next Twenty-Four Months , below). We may choose to raise additional funds in the future through sales of debt and/or equity securities to support our ongoing operations and for expansion. Even if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand our operations and repay our outstanding liabilities. If we do not raise the additional capital, it is likely that we may need to scale back or curtail implementing our business plan. We are currently working on a new generation of coil tubing tools to aid in and facilitate well drilling. We expect the market for new applications of coiled tubing to continue to expand our operations throughout fiscal 2013 , especially in drilling and workover applications, which we are actively pursuing, including working to provide additional sales to Canada and moving into international markets including Indonesia. Moving forward, we anticipate spending a larger percentage of our working capital on research and development activities, which we believe will be required to provide technological advancement to our coiled tubing technologies and workover product lines. We also hope to undertake acquisitions of related businesses, tool companies and other companies with whom we believe we may have synergistic relationships with in the future, funding permitting; provided that we do not currently have any planned acquisitions, have not entered into any definitive agreements relating to acquisitions and will need to raise additional funding in the future to complete acquisitions, which funding we hope to raise through the sale of debt or equity, which we may not be able to undertake on favorable terms, if at all. Recent Financial Performance We had total revenue of $1,840,989 for the three months ended September 30, 2012, compared to total revenue of $1,789,309 for the three months ended September 30, 2011, an increase in total revenue of $51,680 or 3% from the prior period. We had cost of products and rental revenues of $603,507 for the three months ended September 30, 2012, compared to cost of products and rental revenues of $565,415 for the three months ended September 30, 2011, an increase in cost of product and rental revenues of $38,092 or 7% from the prior period. We had cost of revenue depreciation of rental tools of $256,664 for the three months ended September 30, 2012, compared to $169,701 for the three months ended September 30, 2011, an increase of $86,963 or 51% from the prior period. We had gross profit of $980,818 for the three months ended September 30, 2012, compared to gross profit of $1,054,193 for the three months ended September 30, 2011, a decrease in gross profit of $73,375 or 7% from the prior period. We had total operating expenses of $823,223 for the three months ended September 30, 2012, compared to total operating expenses of $705,468 for the three months ended September 30, 2011, an increase in total operating expenses of $117,755 or 17% from the prior period. We had net income of $153,929 for the three months ended September 30, 2012, compared to net income of $345,646 for the three months ended September 30, 2011, a decrease in net income of $191,717 or 55% from the prior period. We had total revenue of $6,186,795 for the nine months ended September 30, 2012, compared to total revenue of $3,524,611 for the nine months ended September 30, 2011, an increase in total revenue of $2,662,184 or 76% from the prior period. We had cost of products and rental revenue of $1,937,951 for the nine months ended September 30, 2012, compared to cost of products and rental revenue of $1,174,699 for the nine months ended September 30, 2011, an increase in cost of products and rental revenue of $763,252 or 65% from the prior period. We had cost of revenue depreciation of rental tools of $726,097 for the nine months ended September 30, 2012, compared to $335,140 for the nine months ended September 30, 2011, an increase of $390,957 or 117% from the prior period. We had gross profit of $3,522,747 for the nine months ended September 30, 2012, compared to gross profit of $2,014,772 for the nine months ended September 30, 2011, an increase in gross profit of $1,507,975 or 75% from the prior period. As filed with the Securities and Exchange Commission on January 18, 2013 Registration No. 333-184443 We had total operating expenses of $2,656,123 for the nine months ended September 30, 2012, compared to total operating expenses of $1,515,676 for the nine months ended September 30, 2011, an increase in total operating expenses of $1,140,447 or 75% from the prior period. We had net income of $853,821 for the nine months ended September 30, 2012, compared to net income of $472,374 for the nine months ended September 30, 2011, an increase in net income of $381,447 or 81% from the prior period. We had total revenue of $5,541,131 for the year ended December 31, 2011, compared to total revenue of $1,751,850 for the year ended December 31, 2010, an increase in total revenue of $3,789,281 or 216.3% from the prior period. We had cost of revenue products and rental revenues of $1,681,857 for the year ended December 31, 2011, compared to cost of products and rental revenues of $1,291,701 for the year ended December 31, 2010, an increase in cost of product and rental revenues of $390,156 or 30.2% from the prior period. We had cost of revenue depreciation of rental tools of $544,013 for the year ended December 31, 2011, compared to $140,593 for the year ended December 31, 2010, a decrease of $403,420 or 286.9% from the prior period. We had gross profit of $3,315,261 for the year ended December 31, 2011, compared to gross profit of $319,556 for the year ended December 31, 2010, an increase in gross profit of $2,995,705 or 937.5% from the prior period. We had total operating expenses of $2,555,538 for the year ended December 31, 2011, compared to total operating expenses of $722,578 for the year ended December 31, 2010, an increase in total operating expenses of $1,832,960 or 253.7% from the prior period. We had net income of $729,445 for the year ended December 31, 2011, compared to net loss of $457,590 for the year ended December 31, 2010, an increase in net income of $1,187,035 from the prior period. Penny Stock Rules Our common stock will be considered a penny stock , and subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended. Penny stock is generally defined as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. The required penny stock disclosures include the required delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market. In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired. Emerging Growth Company We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ) and, as such, have elected to comply with certain reduced public company reporting requirements for future filings. See "Description of Business: Government Regulations" contained herein and Risk Factors below. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Coil Tubing Technology, Inc. (Name of registrant in its charter) Nevada 3533 76-0625217 (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 19511 Wied Rd. Suite E Spring, Texas 77388 281-651-0200 (Address and telephone number of principal executive offices and principal place of business or intended principal place of business) Jason Swinford, Chief Executive Officer 19511 Wied Rd. Suite E Spring, Texas 77388 281-651-0200 (Name, address and telephone number of agent for service) Copies to: David M. Loev John S. Gillies The Loev Law Firm, PC The Loev Law Firm, PC 6300 West Loop South, Suite 280 & 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Bellaire, Texas 77401 Phone: (713) 524-4110 Phone: (713) 524-4110 Fax: (713) 524-4122 Fax: (713) 456-7908 Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To be Registered Amount Being Registered (1) Proposed Maximum Price Per Share(2) Proposed Maximum Aggregate Price(1) Amount of Registration Fee Common Stock, par value $0.001 per share 887,501 (3) $3.25 $2,884,379 $393.43 Total 887,501 (3) $3.25 $2,884,379 $393.43 (1) In the event of a stock split, stock dividend or similar transaction involving our 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 of 1933, as amended. (2) The offering price is the stated, fixed price of $3.25 per share until the securities are quoted on the Over-The-Counter Bulletin Board ( OTCBB ) for the purpose of calculating the registration fee pursuant to Rule 457. This amount is only for purposes of determining the registration fee, the actual amount received by a selling shareholder will be based upon fluctuating market prices once the securities are quoted on the OTCBB, a national securities exchange or the NASDAQ trading market. (3) Includes 562,501 shares of outstanding common stock; 220,000 shares of common stock issuable upon exercise of warrants to purchase 220,000 shares of common stock of the Company which expire on August 28, 2013, with an exercise price of $1.00 per share; and 105,000 shares of common stock issuable upon exercise of warrants to purchase 105,000 shares of common stock of the Company with a term expiring on January 5, 2017 and an exercise price of $1.00 per share, which are being offered by the Selling Stockholders described in the Prospectus below. The Registrant hereby amends its 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. Risks Relating to Our Business and Our Industry Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors immediately following this Prospectus summary. Some of these risks are: the need for additional funding; our status as a former shell company ; our lack of a significant operating history; our preferred stock and related rights; the fact that our majority shareholder has control over our voting stock; the loss of key personnel or failure to attract, integrate and retain additional personnel; corporate governance risks; the cost of the production of our products; economic downturns; our ability to innovate; the level of competition in our industry and our ability to compete; our ability to respond to changes in our industry; our ability to protect our intellectual property and not infringe on others intellectual property; our ability to scale our business; our ability to maintain supplier relationships; our ability to obtain and retain customers; our ability to produce our products at competitive rates; our ability to execute our business strategy in a very competitive environment; trends in and the market for and the price of oil and gas and alternative energy sources; lack of insurance policies; dependence on a small number of customers; changes in laws and regulations; volatility and/or declines in oil and gas prices; the volatile market for our common stock; our ability to effectively manage our growth; dilution to existing shareholders; costs and expenses associated with being a public company; economic downturns both in the United States and globally; risk of increased regulation of our operations and products; and other risk factors included under Risk Factors below. Corporate Information Our principal executive offices are located at 19511 Wied Rd., Suite E, Spring, Texas 77388, and our telephone number is (281) 651-0200. Our website address is www.coiltubingtechnology.com. The information on, or that may be accessed through, our website is not incorporated by reference into this registration statement and should not be considered a part of this registration statement. CTT, our logo, and other trade names, trademarks, and service marks of the Company appearing in this Prospectus are the property of the Company. Other trade names, trademarks, and service marks appearing in this Prospectus are the property of their respective holders. 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 or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 18, 2013 PROSPECTUS Relating to the Resale of 887,501 Shares of Common Stock The Selling Stockholders named in this Prospectus are offering 887,501 shares of common stock offered through this Prospectus for their own account, which includes 562,501 shares of outstanding common stock; 220,000 shares of common stock issuable upon exercise of warrants to purchase 220,000 shares of common stock of the Company which expire on August 28, 2013, with an exercise price of $1.00 per share; and 105,000 shares of common stock issuable upon exercise of warrants to purchase 105,000 shares of common stock of the Company with a term expiring on January 5, 2017 and an exercise price of $1.00 per share. We will not receive any proceeds from this Offering (provided that we may receive up to $325,000 in connection with the exercise of the warrants, which shares of common stock issuable upon exercise thereof are being registered herein) and have not made any arrangements for the sale of these securities. Our common stock is presently traded on the OTC Pink Sheet market under the symbol CTBG ; however, our securities are currently highly illiquid, and subject to large swings in trading price, and are only traded on a sporadic and limited basis. The offering price is the stated, fixed price of $3.25 per share until the securities are quoted on the Over-The-Counter Bulletin Board, a national securities exchange or the NASDAQ trading market, and thereafter will be based upon fluctuating market prices. A current Prospectus must be in effect at the time of the sale of the shares of common stock discussed above. The Selling Stockholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the other Offering expenses. Each Selling Stockholder or dealer selling the common stock is required to deliver a current Prospectus upon the sale. In addition, for the purposes of the Securities Act of 1933, as amended, the Selling Stockholders may be deemed to be underwriters. Our common stock will be considered a penny stock , and subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended. Penny stock is generally defined as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. The required penny stock disclosures include the required delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market. In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired.

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+PROSPECTUS SUMMARY This summary does not contain all of the information you should consider before buying our common stock. You should read the entire prospectus carefully, especially the Risk Factors section beginning on page 11 and our financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our common stock. Overview OncoMed is a clinical development-stage biopharmaceutical company focused on discovering and developing first-in-class monoclonal antibody therapeutics targeting cancer stem cells, or CSCs. Our approach has been to target CSCs, which are the subpopulation of cells in a tumor responsible for driving growth and metastasis of the tumor. CSCs, also known as tumor-initiating cells, exhibit certain properties which include the capacity to divide and give rise to new CSCs via a process called self-renewal and the capacity to differentiate or change into the other cells that form the bulk of the tumor. Common cancer drugs target bulk tumor cells but have limited impact on CSCs, thereby providing a path for recurrence of the tumor. Our product candidates target CSCs by blocking self-renewal and driving differentiation of CSCs toward a non-tumorigenic state, and also impact bulk tumor cells. We believe our product candidates are distinct from the current generations of chemotherapies and targeted therapies, and have the potential to significantly impact cancer treatment and the clinical outcome of patients with cancer. We utilize our proprietary technologies to (1) identify, isolate and evaluate CSCs, (2) identify and/or validate multiple potential targets and pathways critical to CSC self-renewal and differentiation, and (3) develop targeted antibody and other protein-based therapeutics that are designed to modulate these CSC targets and inhibit the growth of CSCs. These targets are in pathways implicated in cancer biology and stem cell biology, including the Notch, Wnt and other fundamental CSC pathways. We believe our suite of proprietary CSC and antibody platform technologies provides a competitive advantage in cancer drug discovery. All of our product candidates were discovered internally in our own research laboratories. We have five anti-CSC product candidates in clinical development and have treated an aggregate of 235 patients across all of our clinical trials. Additionally, we have two other antibodies in preclinical development with Investigational New Drug, or IND, filings planned for as early as 2014. We are also pursuing discovery of additional novel anti-CSC product candidates. The following summarizes the status of our product candidates and preclinical programs, each of which will be described and discussed in further detail below under Business Our Product Candidates and Preclinical Programs. Table of Contents OncoMed Pipeline * GSK and Bayer have certain opt-in rights to the OncoMed proprietary programs identified above. Anti-DLL4 (demcizumab, OMP-21M18). Demcizumab is a humanized monoclonal antibody that inhibits Delta Like Ligand 4, or DLL4, in the Notch signaling pathway. As of May 15, 2013, we have treated 114 patients in Phase Ia and Phase Ib clinical trials with demcizumab. We completed a single-agent Phase Ia trial in advanced solid tumor patients in 2011, which showed promising evidence of single-agent activity in heavily pretreated patients, with a partial response in recurrent pancreatic adenocarcinoma and a disease control rate, or DCR, of 64% in the highest dose cohort, but also showed adverse events, including hypertension and a few cardiovascular events. We are currently conducting two Phase Ib combination trials of demcizumab. The first trial is in combination with standard-of-care gemcitabine in first-line advanced pancreatic cancer patients and the second trial is in combination with standard-of-care carboplatin and pemetrexed (Alimta ) in first-line advanced non-small-cell lung cancer, or NSCLC, patients. In both Phase Ib trials, we have employed a risk mitigation strategy in an effort to minimize toxicity while maintaining efficacy. Initial demcizumab Phase Ib data from these ongoing trials suggest encouraging anti-tumor activity, and manageable hypertension as a common treatment-related adverse event. Three cases of pulmonary hypertension and heart failure have occurred in these trials in patients who have been dosed for longer than 125 days. As a result, additional cohorts exploring a more limited duration of treatment are being evaluated. The Phase Ib trial in pancreatic cancer has been updated to explore the combination of demcizumab with gemcitabine and Abraxane chemotherapy, based on the results from the recent MPACT (Metastatic Pancreatic Adenocarcinoma Clinical Trial) trial presented by Daniel D. Von Hoff and colleagues at the American Society of Clinical Oncology, or ASCO, Gastrointestinal Cancers Symposium in January 2013. In addition to the two ongoing Phase Ib trials of demcizumab, a new Phase Ib/II trial in recurrent ovarian cancer combining demcizumab with paclitaxel will be initiated at the MD Anderson Cancer Center, or MDACC, in the second half of 2013. We have worldwide rights to this program. Anti-DLL4/Anti-VEGF Bispecific. Anti-DLL4/anti-VEGF bispecific is a novel monoclonal antibody that targets and inhibits both DLL4 and vascular endothelial growth factor, or VEGF. VEGF is the target of Avastin , a monoclonal antibody marketed by Genentech (Roche). Preclinical testing suggests that the efficacy of our bispecific antibody could potentially exceed the efficacy of either anti-DLL4 therapy or anti-VEGF therapy alone. Pending the successful completion of preclinical experiments, including drug safety studies, we intend to advance this program to clinical trials in 2014. We have worldwide rights to this program. Anti-Notch2/3 (OMP-59R5). OMP-59R5 is a fully human monoclonal antibody that targets the Notch2 and Notch3 receptors. Initially discovered by screening a phage display library against the Table of Contents TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all the information that should be considered before investing in our common stock. Before making an investment decision, investors should carefully read the entire prospectus, paying particular attention to the risks referred to under the headings Risk Factors and Special Note Regarding Forward-Looking Statements and our financial statements and the notes to those financial statements. As used in this prospectus, unless the context requires otherwise, the terms Company, Celator, we, our and us refer to Celator Pharmaceuticals, Inc. Overview Celator, headquartered in Princeton, New Jersey, is a biopharmaceutical company developing therapies to treat cancer. Celator is currently focused on a clinical stage product, CPX-351 for the treatment of secondary acute myeloid leukemia ( AML ). Celator also has operations in Vancouver, British Columbia, Canada which are managed in the wholly-owned subsidiary, Celator Pharmaceuticals Corp. Celator has 17 full-time employees, of whom seven hold Ph.D. s or M.D. s in their respective areas of expertise. CombiPlex , Celator s drug ratio technology, is a distinct nano-scale drug delivery technology platform based on liposomes and nanoparticles. Celator s lead product, CPX-351 for the treatment of AML, has completed two randomized, controlled Phase 2 studies in over 250 patients with AML and has commenced a Phase 3 study in 300 patients with secondary AML in the fourth quarter of 2012. Celator s pipeline includes CPX-1 for colorectal cancer and CPX-571 and CPX-8, both preclinical stage product candidates. Celator was founded in 1999 by a team led by Dr. Lawrence Mayer (currently Celator s President and Chief Scientific Officer) and Dr. Marcel Bally from the British Columbia Cancer Agency. Celator s strategy evolved into developing drug combination products based on CombiPlex, Celator s proprietary drug ratio technology platform. Celator s Product Candidates Celator believes its CombiPlex technology, and the drugs that have been developed utilizing it, offer an attractive opportunity for the following reasons: Two products have advanced beyond proof of concept to mid-to late-stage clinical development; Celator has a pipeline of additional drug candidates for in-house development or partnering opportunities; and The technology and the products have intellectual property protection. Celator s pipeline includes: CPX-351 (a liposomal formulation of cytarabine:daunorubicin), which has completed two randomized, controlled Phase 2 studies in patients with AML and has commenced a Phase 3 study in 300 patients with secondary AML, or sAML, a form of AML with a poor prognosis; CPX-1 (a liposomal formulation of irinotecan:floxuridine), which has completed a Phase 2 study in patients with colorectal cancer; CPX-571 (a liposomal formulation of irinotecan:cisplatin), a preclinical stage compound; and HDPN, a hydrophobic docetaxel prodrug nanoparticle formulation, also known as CPX-8, that has been selected by the National Cancer Institute s Nanoparticle Characterization Laboratory for in vitro and in vivo study. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated , 2013 PROSPECTUS 16,978,735 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 16,978,735 shares of our common stock, par value $0.001 per share, including 4,378,438 shares of our common stock the selling stockholders may acquire upon exercise of warrants. These shares and warrants were privately issued to the selling stockholders in connection with private placement transactions. We will not receive any proceeds from the sale of these shares by the selling stockholders. The selling stockholders may sell the shares as set forth herein under Plan of Distribution. For a list of the selling stockholders, see the section entitled Selling Stockholders on page 74. We have borne and will continue to bear the costs relating to the registration of these shares. There is not currently, and there has never been, any public market for any of our securities. Our securities are not currently eligible for trading on any national securities exchange, including the NASDAQ Stock Market, or any over-the-counter markets, including the Over the Counter Bulletin Board, or OTCBB. We cannot assure you that our securities will become eligible for trading on any exchange or market. In connection with this offering, we have arranged for a registered broker-dealer to apply to have our common stock quoted on the OTCBB and OTC Markets OTCQB tier, or another over-the-counter system. Until such time as our common stock is quoted on the OTCBB or another public trading market otherwise develops, the selling stockholders identified herein may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $3.116 per share. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an emerging growth company as defined under the federal securities laws, and, as such, are eligible for reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company. Investment in our common stock involves risks. See Risk Factors beginning on page 6 of this prospectus. Neither the Securities and Exchange Commission, or the 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 TABLE OF CONTENTS PROSPECTUS SUMMARY 1

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+PROSPECTUS SUMMARY This section summarizes some of the information that is contained in or incorporated by reference in this prospectus. As an investor or prospective investor, you should review carefully the more detailed information that appears later in this prospectus and the information incorporated by reference in this prospectus, including the section entitled Risk Factors in our Annual Report on Form 20-F for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission, or the SEC, on April 3, 2013, as amended on April 18, 2013 (the 2012 Annual Report ). Unless expressly stated otherwise, all references in this prospectus to we, us, our, the Company or similar references mean Paragon Shipping Inc. and its subsidiaries. In addition, we use the term deadweight, or dwt, in describing the size of vessels. Dwt expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Our Company We are a global provider of shipping transportation services. We specialize in transporting drybulk cargoes, including such commodities as iron ore, coal, grain and other materials, along worldwide shipping routes. As of the date of this prospectus, our operating fleet encompasses 13 modern and diversified drybulk carriers consisting of eight Panamax drybulk carriers, two Supramax drybulk carriers and three Handysize drybulk carriers with an aggregate capacity of approximately 816,472 dwt and an average age of 7.6 years. Prior to April 2011, we owned and operated three containerships. In the second quarter of 2011, we sold to Box Ships Inc., or Box Ships, our wholly-owned subsidiary at the time, our three containerships. Box Ships completed its initial public offering in April 2011, and we continue to own 3,437,500 common shares of Box Ships, which, as of the date of this prospectus, represented approximately 13.8% of the issued and outstanding common shares of Box Ships. In addition, we have agreed to acquire one Handysize newbuilding drybulk carrier that we expect to take delivery of in the fourth quarter of 2013 (which will be fully financed under our existing credit facilities) and two 4,800 TEU newbuilding containerships, which we expect to be delivered in the third quarter of 2014. We have granted Box Ships the option to acquire our newbuilding containerships by way of a novation of the relevant construction contract from us at any time prior to the applicable vessel s delivery to us or purchase of such vessel at any time after its delivery to us, so long as the vessel is owned by us at such time. Allseas Marine S.A., or Allseas, provides commercial and technical management services for our fleet, pursuant to long-term management agreements between Allseas and each of our vessel-owning subsidiaries. Technical management services include, among other things, arranging for and managing crews, vessel maintenance, drydocking, repairs, insurance, maintaining regulatory and classification society compliance and providing technical support. Commercial management services include, among other things, negotiating charters for our vessels, monitoring various types of charters, monitoring the performance of our vessels, locating, purchasing, financing and negotiating the purchase and sale of our vessels, obtaining insurance for our vessels and finance and accounting functions. In addition, we have entered in to an accounting agreement with Allseas, pursuant to which Allseas provides us with financial accounting and financial reporting services. Allseas also provides commercial and technical management services for Box Ships fleet, as well as financial accounting and financial reporting services for Box Ships. Table of Contents Allseas, a Liberian corporation based in Athens, Greece, was formed in 2000 as a ship management company and is wholly-owned by our Chairman, President and Chief Executive Officer, Mr. Michael Bodouroglou. We believe that Allseas has established a reputation in the international shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety. Newbuilding Acquisitions We intend to use the net proceeds to us of this offering to partially fund the acquisition of two Ultramax newbuilding drybulk carriers from Allseas. Allseas has agreed, at the closing of this offering, to novate to us the shipbuilding contracts for two Ultramax newbuilding drybulk carriers of 63,500 dwt each, currently under construction at Yangzhou Dayang Shipbuilding Co., Ltd., with scheduled delivery on May 31, 2014 and July 31, 2014, respectively. Our obligations under the novation agreement will be subject to the successful completion of this offering (provided that, if the net proceeds of this offering are less than $22 million but more than $10 million, we are obliged to purchase only one shipbuilding contract), the receipt of refund guarantees from the shipyard for our benefit, and customary closing conditions. The purchase price for each vessel under the novation agreement, which will be paid with the proceeds of this offering, will be $26.5 million (which amount is based on the fair market value of the vessels, as determined by two independent brokers valuations, less a discount of $500,000), less the remaining obligations which we will assume under the shipbuilding contracts. Under each shipbuilding contract an initial $7.5 million deposit per vessel will be paid by Allseas prior to the novation of the shipbuilding contracts to us, and the balance of the contract price, or $17.6 million per vessel, will be payable on delivery of the vessel. The balance of the acquisition cost of these vessels will be paid with the proceeds of this offering, available cash and/or debt financing. In the alternative, Allseas has agreed to sell each vessel to us under a memorandum of agreement ( MOA ) on industry-standard terms, instead of under a novation agreement. The purchase price for each vessel under the novation agreement, which will be paid with the proceeds of this offering, will be $26.5 million, with 30% of the purchase price payable on execution of the MOA and the balance of the purchase price payable on delivery of the vessel. The balance of the acquisition cost of these vessels will be paid with the proceeds of this offering, available cash and/or debt financing. In addition, we have agreed that, with respect to any vessel subject to an MOA, we will enter into a management agreement with Allseas providing for the payment of fees to Allseas for newbuilding supervision equivalent to the fees relating to newbuilding supervision payable under our existing management agreements with Allseas. Our obligations under the MOAs would be subject to the successful completion of this offering (provided that, if the net proceeds of this offering are less than $22 million but more than $10 million, we are obliged to purchase only one vessel), the receipt of refund guarantees from the shipyard, and customary closing conditions. To the extent that we cannot complete the purchase of the two newbuildings from Allseas, including in the event of a failure by Allseas to satisfy the conditions to our obligations under the novation agreement or the MOAs, we intend to use a majority of the net proceeds of this offering for other vessel acquisitions. Prior to the use of the net proceeds of this offering, as described above, we will invest such net proceeds in short-term fixed deposits. In addition, certain events may arise which could result in us not taking delivery of a vessel, including a total loss of a vessel, a constructive total loss of a vessel, or substantial damage to a vessel prior to its delivery. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1

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

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+S-1/A 1 v353254_s1a.htm S-1/A As filed with the United States Securities and Exchange Commission on August 23, 2013 Registration No. 333-189587 ________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABTECH HOLDINGS, INC. (Name of Registrant as specified in its charter) Nevada 1090 14-1994102 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 4110 N. Scottsdale Road, Suite 235 Scottsdale, Arizona 85251 (480) 874-4000 (Address and telephone number of principal executive offices and principal place of business) ________________________________ Glenn R. Rink Chief Executive Officer, President, and Director Abtech Holdings, Inc. 4110 N. Scottsdale Road, Suite 235 Scottsdale, Arizona 85251 (480) 874-4000 (Name address and telephone number of agent for service) ________________________________ Copies to: Christopher D. Johnson, Esq. and Jaime D. Brennan, Esq. Squire Sanders (US) LLP 1 East Washington Street Suite 2700 Phoenix, AZ 85004 Tel: (602) 528-4000 Fax: (602) 253-8129 ________________________________ 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: T If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if smaller reporting company) Smaller reporting company T ________________________________ CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee Common Stock, par value $0.001 per share 8,536,156 (1) $ 0.57 (2) $ 4,865,609 (2) $ 663.38 (1) As further discussed herein, this registration statement registers for resale up to 8,536,156 shares of common stock, par value $0.001 per share, of the registrant, as follows: (a) 4,840,832 shares which have been previously issued in private placement transactions, (b) 571,300 shares of our common stock are issuable upon exercise of warrants, of which (i) warrants to purchase 484,083 shares of our common stock were issued to investors in the private placement transactions referenced in (a) and (ii) warrants to purchase 87,217 shares of our common stock were issued to a placement agent in connection with the private placement transactions referenced in (a), and (c) 3,124,024 shares which represent the number of shares of our common stock which we may put to Dutchess Opportunity Fund, II, LP ("Dutchess") pursuant to the terms of an Investment Agreement between Dutchess and the registrant dated June 25, 2013. In the event of stock splits, stock dividends or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended. (2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on the average of the high and low prices reported on the OTCQB on August 21, 2013, which was $0.57. 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 United States Securities and Exchange Commission, acting pursuant to said section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED August 23, 2013 ABTECH HOLDINGS, INC. 8,536,156 Shares of Common Stock The selling shareholders identified in this prospectus may offer and sell up to 8,536,156 shares of our common stock consisting of (a) 4,840,832 shares which have been previously issued in private placement transactions, (b) 571,300 shares of our common stock issuable upon exercise of warrants, of which (i) warrants to purchase 484,083 shares of our common stock were issued to investors in the private placement transactions, and (ii) warrants to purchase 87,217 shares of our common stock were issued to a placement agent in connection with the private placement transactions, and (c) 3,124,024 shares which represent the number of shares of our common stock which we may "put" (the "Put Right") to Dutchess Opportunity Fund, II, LP (the "Dutchess Shares") assuming an average purchase price of $0.6409 ($0.66 market price after giving effect to 3% discount) per share. Such shares are subject to the terms of an Investment Agreement between us and Dutchess dated June 25, 2013 pursuant to which we have the right to "put" to Dutchess (the "Put Right") up to $2 million in shares of our common stock (the "Investment Agreement" or "Equity Line of Credit"). We are not selling any shares of our common stock in this offering and will not receive any proceeds from this offering or from the resale of the Dutchess Shares, except: (a) we may receive proceeds on the exercise of outstanding warrants for shares of our common stock covered by this prospectus, and (b) we will receive proceeds from the sale of shares to Dutchess pursuant to the Equity Line of Credit. When we put an amount of shares to Dutchess, the per share purchase price that Dutchess will pay to us with respect to such put will be determined in accordance with a formula set forth in the Investment Agreement. Generally, with respect to each put, Dutchess will pay us a per share purchase price equal to ninety-seven percent (97%) of the lowest daily volume weighted average price of our common stock during the five (5) consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice. Dutchess is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act") in connection with the resale of our common stock under the Equity Line of Credit. The selling shareholders may offer the shares covered by this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or negotiated prices, in negotiated transactions, or in trading markets for our common stock. We will bear all costs associated with the registration of the shares covered by this prospectus; provided, however, we will not be required to pay any underwriters' discounts or commissions relating to the securities covered by the registration statement. Our common stock trades on the OTCQB under the symbol "ABHD." The closing price of our common stock on the OTCQB on August 21, 2013, was $0.57 per share. Investing in our common stock involves significant risks. You should consider carefully the risk factors beginning on page 5 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2013. TABLE OF CONTENTS Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Twitter, the company, we, us and our in this prospectus refer to Twitter, Inc. and its consolidated subsidiaries. TWITTER, INC. Twitter is a global platform for public self-expression and conversation in real time. By developing a fundamentally new way for people to create, distribute and discover content, we have democratized content creation and distribution, enabling any voice to echo around the world instantly and unfiltered. Our platform is unique in its simplicity: Tweets are limited to 140 characters of text. This constraint makes it easy for anyone to quickly create, distribute and discover content that is consistent across our platform and optimized for mobile devices. As a result, Tweets drive a high velocity of information exchange that makes Twitter uniquely live. We aim to become an indispensable daily companion to live human experiences. People are at the heart of Twitter. We have already achieved significant global scale, and we continue to grow. We have more than 230 million monthly active users, or MAUs, and more than 100 million daily active users, spanning nearly every country. Our users include millions of people from around the world, as well as influential individuals and organizations, such as world leaders, government officials, celebrities, athletes, journalists, sports teams, media outlets and brands. Our users create approximately 500 million Tweets every day. Twitter is a public, real-time platform where any user can create a Tweet and any user can follow other users. We do not impose restrictions on whom a user can follow, which greatly enhances the breadth and depth of available content and allows users to discover the content they care about most. Additionally, users can be followed by thousands or millions of other users without requiring a reciprocal relationship, enhancing the ability of our users to reach a broad audience. The public nature of our platform allows us and others to extend the reach of Twitter content beyond our properties. Media outlets distribute Tweets beyond our properties to complement their content by making it more timely, relevant and comprehensive. Tweets have appeared on over one million third-party websites, and in the third quarter of 2013 there were approximately 48 billion online impressions of Tweets off of our properties. Twitter provides a compelling and efficient way for people to stay informed about their interests, discover what is happening in their world right now and interact directly with each other. We enable the timely creation and distribution of ideas and information among people and organizations at a local and global scale. Our platform allows users to browse through Tweets quickly and explore content more deeply through links, photos, media and other applications that can be attached to each Tweet. As a result, when events happen in the world, whether planned, like sporting events and television shows, or unplanned, like natural disasters and political revolutions, the digital experience of those events happens in real time on Twitter. People can communicate with each other during these events as they occur, creating powerful shared experiences. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject To Completion. Dated November 4, 2013. 70,000,000 Shares Twitter, Inc. Common Stock This is an initial public offering of shares of common stock of Twitter, Inc. 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 $23.00 and $25.00. Our common stock has been approved for listing on the New York Stock Exchange under the symbol TWTR . We are an emerging growth company as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See Risk Factors beginning on page 16 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Twitter $ $ To the extent that the underwriters sell more than 70,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 10,500,000 shares from Twitter at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2013. Goldman, Sachs & Co. Morgan Stanley J.P. Morgan BofA Merrill Lynch Deutsche Bank Securities Allen & Company LLC CODE Advisors Prospectus dated , 2013 Table of Contents We are inspired by how Twitter has been used around the world. President Obama used our platform to first declare victory publicly in the 2012 U.S. presidential election, with a Tweet that was viewed approximately 25 million times on our platform and widely distributed offline in print and broadcast media. A local resident in Abbottabad, Pakistan unknowingly reported the raid on Osama Bin Laden s compound on Twitter hours before traditional media and news outlets began to report on the event. During the earthquake and subsequent tsunami in Japan, people came to Twitter to understand the extent of the disaster, find loved ones and follow the nuclear crisis that ensued. For individuals and organizations seeking timely distribution of content, Twitter moves beyond traditional broadcast mediums by assembling connected audiences. Twitter brings people together in shared experiences allowing them to discover and consume content and just as easily add their own voice in the moment. Our platform partners and advertisers enhance the value we create for our users. Platform Partners. Millions of platform partners, which include publishers, media outlets and developers, have integrated with Twitter, adding value to our user experience by contributing content to our platform, broadly distributing content from our platform across their properties and using Twitter content and tools to enhance their websites and applications. Many of the world s most trusted media outlets, including the BBC, CNN and Times of India, regularly use Twitter as a platform for content distribution. Advertisers. Advertisers use our Promoted Products, the majority of which are pay-for-performance, to promote their brands, products and services, amplify their visibility and reach, and complement and extend the conversation around their advertising campaigns. We enable our advertisers to target an audience based on a variety of factors, including a user s Interest Graph. The Interest Graph maps, among other things, interests based on users followed and actions taken on our platform, such as Tweets created and engagement with Tweets. We believe a user s Interest Graph produces a clear and real-time signal of a user s interests, greatly enhancing the relevance of the ads we can display for users and enhancing our targeting capabilities for advertisers. Although we do not generate revenue directly from users or platform partners, we benefit from network effects where more activity on Twitter results in the creation and distribution of more content, which attracts more users, platform partners and advertisers, resulting in a virtuous cycle of value creation. Mobile has become the primary driver of our business. Our mobile products are critical to the value we create for our users, and they enable our users to create, distribute and discover content in the moment and on-the-go. The 140 character constraint of a Tweet emanates from our origins as an SMS-based messaging system, and we leverage this simplicity to develop products that seamlessly bridge our user experience across all devices. In the three months ended September 30, 2013, 76% of our average MAUs accessed Twitter from a mobile device, including mobile phones and tablets, and over 70% of our advertising revenue was generated from mobile devices. We expect that the proportion of active users on, and advertising revenue generated from, mobile devices, will continue to grow in the near term. We have experienced rapid growth in our revenue in recent periods. From 2011 to 2012, revenue increased by 198% to $316.9 million, net loss decreased by 38% to $79.4 million and Adjusted EBITDA increased by 149% to $21.2 million. From the nine months ended September 30, 2012 to the nine months ended September 30, 2013, revenue increased by 106% to $422.2 million, net loss increased by 89% to $133.9 million and Adjusted EBITDA increased by $27.1 million to $30.7 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation of net loss to Table of Contents Public. Real-Time. Conversational. Distributed. 200,000,000 MONTHLY ACTIVE USERS 500,000,000 TWEETS PER DAY Table of Contents Adjusted EBITDA, see the section titled Summary Consolidated Financial and Other Data Non-GAAP Financial Measures. We have also experienced significant growth in our user base, as measured by MAUs, and user engagement, as measured by timeline views. For information on how we define and calculate the number of MAUs and the number of timeline views and factors that can affect these metrics, see the sections titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Metrics and Industry Data and Company Metrics. The Evolution of Content Creation, Distribution and Discovery The Internet and digitization have allowed for virtually all content to be made available online, but the vast array of content has made it difficult for people to find what is important or relevant to them. Over time, technologies have been developed to address this challenge: Web Browsers. In the early to mid-1990s, browsers, including Netscape Navigator and Internet Explorer, presented content on the Internet in a visually appealing manner and allowed people to navigate to specific websites, but the content experience was generally not personalized or tailored to a person s interests and information was often difficult to find. Web Portals. In the mid to late-1990s, Yahoo!, AOL, MSN and other web portals aggregated and categorized popular content and other communication features to help people discover relevant information on the Internet. These portals, while convenient, and with some ability to personalize, offer access to a limited amount of content. Search Engines. In the early-2000s, Google and other search engines began providing a way to search a vast amount of content, but search results are limited by the quality of the search algorithm and the amount of content in the search index. In addition, given the lag between live events and the creation and indexing of digital content, search engine results may lack real-time information. Also, search engines generally do not surface content that a person has not requested, but may find interesting. Social Networks. In the mid-2000s, social networks, such as Facebook, emerged as a new way to connect with friends and family online, but they are generally closed, private networks that do not include content from outside a person s friends, family and mutual connections. Consequently, the Table of Contents Public Twitter is open to the world. Dawn Zimmer @dawnzimmernj Just advised the national guard has arrived in Hoboken. More to come. 8:08 PM - 30 Oct 12 American Red Cross American Red Cross @RedCross In Hoboken, we have 20 vehicles and 6 box trucks w boxed lunches, ready-to-eat meals, water, 7 mental health workers (11.1.12) #Sandy 11:35 AM - 1 Nov 12 Mike Bloomberg @MikeBloomberg NYC Tap Water is absolutely safe to drink #SandyNYC #Recovery 11:40 AM - 1 Nov 12 Real-Time News breaks on Twitter. J nis Kr ms @jkrums twitpic.com/135xa - There s a plane in the Hudson. I m on the ferry going to pick up the people. Crazy. 12:36 PM - 15 Jan 09 Table of Contents depth and breadth of content available to people is generally limited. Additionally, content from most social networks is not broadly available off their networks, such as on other websites, applications or traditional media outlets like television, radio and print. Twitter Continues the Evolution Twitter continues the evolution of content creation, distribution and discovery by combining the following four elements at scale to create a global platform for public self-expression and conversation in real time. We believe Twitter can be the content creation, distribution and discovery platform for the Internet and evolving mobile ecosystem. Public. Twitter is open to the world. Content on Twitter is broadly accessible to our users and unregistered visitors. All users can create Tweets and follow other users. In addition, because the public nature of Twitter allows content to travel virally on and off our properties to other websites and media, such as television and print, people can benefit from Twitter content even if they are not Twitter users or following the user that originally tweeted. Real-Time. News breaks on Twitter. The combination of our tools, technology and format enables our users to quickly create and distribute content globally in real time with 140 keystrokes or the flash of a photo, and the click of a button. The ease with which our users can create content combined with our broad reach results in users often receiving content faster than other forms of media. Conversational. Twitter is where users come to express themselves and interact with the world. Our users can interact on Twitter directly with other users, including people from around the world, as well as influential individuals and organizations. Importantly, these interactions can occur in public view, thereby creating an opportunity for all users to follow and participate in conversations on Twitter. Distributed. Tweets go everywhere. The simple format of a Tweet, the public nature of content on Twitter and the ease of distribution off our properties allow media outlets to display Tweets on their online and offline properties, thereby extending the reach of Tweets beyond our properties. A 2013 study conducted by Arbitron Inc. and Edison Research found that 44% of Americans hear about Tweets through media channels other than Twitter almost every day. Our Value Proposition to Users People are at the heart of Twitter. We have more than 230 million MAUs from around the world. People come to Twitter for many reasons, and we believe that two of the most significant are the breadth of Twitter content and our broad reach. Our users consume content and engage in conversations that interest them by discovering and following the people and organizations they find most compelling. Our platform provides our users with the following benefits: Sharing Content with the World. Users leverage our platform to express themselves publicly to the world, share with their friends and family and participate in conversations. The public, real-time nature and tremendous global reach of our platform make it the content distribution platform of choice for many of the world s most influential individuals and organizations, as well as millions of people and small businesses. Discovering Unique and Relevant Content. Twitter s over 230 million MAUs, spanning nearly every country, provide great breadth and depth of content across a broad range of topics, including literature, politics, finance, music, movies, comedy, sports and news. Table of Contents Conversational Users express themselves on Twitter. Mario Batali @Mariobatali use San Marzano tomatoes, cook garlic less? #heymb RT@amarah31:i ama good cook, but my red sauce tastes bitter. What could be the reason? GAVIN ROSSDALE @Gavin.. @Mariobatali @amarah31 could be the basil-too much too long Mario Batali @Mariobatali behind this handsome rocker facade lies a brilliant cook!! RT @GavinRossdale: @Mariobatali @ amarah31 could be the basil-too much too long Distributed Tweets go everywhere. Barack Obama @BarackObama Four more years. pictwitter.com/baJE6Vom 11:16 PM - 6 Nov 12 Today Show Barack Obama @BarackObama Four more years TAKE 1 TOP TWEETS OF 2012 German newspaper Barack Obama @BarackObama Four more years. pictwitter.com/baJE6Vom Drei W rter, ein Rekord Table of Contents Breaking News and Engaging in Live Events. Users come to Twitter to discover what is happening in the world right now directly from other Twitter users. On Twitter, users tweet about live events instantly, whether it is celebrities tweeting to their fans, journalists breaking news or people providing eyewitness accounts of events as they unfold. Many individuals and organizations choose to break news first on Twitter because of the unique reach and speed of distribution on our platform. As a result, Twitter is a primary source of information and complements traditional media as a second screen, enhancing the overall experience of an event by allowing users to share the experience with other users in real time. We believe this makes Twitter the social soundtrack to life in the moment. Participating in Conversations. Through Twitter, users not only communicate with friends and family, but they also participate in conversations with other people from around the world, in ways that would not otherwise be possible. In addition to participating in conversations, users can simply follow conversations on Twitter or express interest in the conversation by retweeting or favoriting. Our Value Proposition to Platform Partners The value we create for our users is enhanced by our platform partners, which include publishers, media outlets and developers. These platform partners have integrated with Twitter through an application programming interface, or API, that we provide which allows them to contribute their content to our platform, distribute Twitter content across their properties and use Twitter content and tools to enhance their websites and applications. We provide a set of development tools, APIs and embeddable widgets that allow our partners to seamlessly integrate with our platform. We provide our platform partners with the following benefits: Distribution Channel. Platform partners use Twitter as a complementary distribution channel to expand their reach and engage with their audiences. Publishers and media outlets contribute content created for other media channels to Twitter and tweet content specifically created for Twitter. We provide platform partners with a set of widgets that they can embed on their websites and an API for their mobile applications to enable Twitter users to tweet content directly from those properties. As our users engage with this content on Twitter, they can be directed back to our partners websites and applications. Complementary Real-Time and Relevant Content. Twitter enables platform partners to embed or display relevant Tweets on their online and offline properties to enhance the experience for their users. Additionally, by enhancing the activity related to their programming or event on Twitter, media outlets can drive tune-in and awareness of their original content, leveraging Twitter s strength as a second screen for television programming. For example, during Super Bowl XLVII, over 24 million Tweets regarding the Super Bowl were sent during the game alone and 45% of television ads shown during the Super Bowl used a hashtag to invite viewers to engage in conversation about those television ads on Twitter. Canvas for Enhanced Content with Twitter Cards. Platform partners use Twitter Cards to embed images, video and interactive content directly into a Tweet. Twitter Cards allow platform partners to create richer content that all users can interact with and distribute. Building with Twitter Content. Platform partners leverage Tweets to enhance the experience for their users. Developers incorporate Twitter content and use Twitter tools to build a broad range of applications. Media partners incorporate Twitter content to enrich their programming and increase viewer engagement by providing real-time Tweets that express public opinion and incorporate results from viewer polls on Twitter. Table of Contents TABLE OF CONTENTS Prospectus Page Prospectus Summary 1

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+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. 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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+ITEM 3. PROSPECTUS SUMMARY TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION (A Development Stage Company) One should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," the Company, Technology Applications International Corp. and TAIC refer to Technology Applications International Corporation. General Information about the Company We are a development stage company. The primary business of our Company is the distribution, marketing, selling of skin care products, and the sale of environmental management solutions. We have recorded minimal revenue, have had net losses of $561,155 for the nine months ended September 30, 2012 and we expect our losses to continue, and for that reason our audit firm has issued a going concern opinion. After this offering 87.2% of the common stock outstanding will be held by our CEO and CFO Charles J. Scimeca. Overview: Brief description of what the Company does On April 12, 2011, the Company filed Amended and Restated Articles of Incorporation of the Company with the Secretary of State of Florida and changed the corporate name from Raj Ventures, Inc. to Technology Applications International Corporation . The Company is primarily engaged in the distribution, marketing and sale of our skin care products, as well as the sale of environment management solutions. The Company currently has two subsidiaries: NueEarth, Inc. ( NueEarth ), specializes in environmental management solutions and water purification techniques that use the Company s mobile electron beam accelerator unit. The electron beam particle accelerator unit purifies contaminated water, by creating high energy electrons that produce free radicals in the waste water leading to decomposition of organic compounds (pollutants). We plan to develop various applications to use the electron beam particle accelerator technology for removal of pollutants from wastewater, drinking water, municipal sludge and fracking liquids. Renu ll Int l, Inc. ( Renu ll ), which currently distributes skin care products, manufactured by Regenetech Inc., with whom we have a distribution agreement with, and the Company, will in the future develop our own line of skin care products that help rejuvenate and freshen the appearance of one s skin. Our corporate headquarters are located at 18851 N.E. 29th Avenue, Suite 700, Adventura, Florida, 33180. The lease term is month to month. As of the date of this filing, the Company has not sought to move our office. Additional space may be required as the Company expands its operations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company currently does not own any real property. The Company s fiscal year end is December 31st. Our History We were incorporated as Raj Ventures, Inc., in the State of Florida on October 14, 2009, to effect a merger, exchange of capital stock, asset acquisition or other similar business combination, including being used as a vehicle for a reverse merger acquisition with an operating or development stage business which desired to utilize the Company s status as a reporting corporation under the Exchange Act. On April 12, 2010, one hundred percent, three million shares (3,000,000), of the issued and outstanding common stock of the Company was transferred and sold to Raj Ventures Funding, Inc., a company owned and controlled by Charles J. Scimeca, which resulted in a change in control of the Company. Ms. Colleen Foyo, Raj Ventures, Inc. sole officer and director resigned on April 12, 2010, and Mr. Scimeca replaced such person, as the President, Secretary and Treasurer and sole director of the Company and he continues to serve as an Officer and Director of the Company. On August 26, 2010, the Company, completed the purchase of a semi-trailer mountable mobile electron beam accelerator unit contained therein (collectively, the e-beam ) from High Voltage Environmental Applications, a Florida corporation ( HVEA ), in exchange for Ten Dollars ($10) and the issuance of one hundred thousand (100,000) shares of common stock of the Company to HVEA, which was payable as purchase price consideration for the transaction. On April 12, 2011, the Company filed Amended and Restated Articles of Incorporation of the Company with the Secretary of State of Florida and changed the corporate name from Raj Ventures, Inc. to Technology Applications International Corporation . The Company also increased its authorized capital from 100 million shares of common stock to 350 million shares of common stock, of which 300 million shares are common stock, par value $.001 per share, and 50 million shares are preferred stock, par value $.001 per share ( Preferred Stock ). The Company also adopted Amended and Restated Bylaws of the Company on the same date. On April 12, 2011, the Company launched its new business NueEarth, Inc., which is a wholly-owned subsidiary of TAIC with the plan to develop, build and sell environmental solutions for the treatment of municipal and industrial wastewater and sludge, as well as cosmetic cross-linking, medical waste disinfecting and many other possible applications. The Company owns and intends to operate the mobile electron beam particle accelerator unit installed in a semi-tractor trailer, which it intends to use for the commencement of operations and making sales presentations to prospective customers throughout the United States, and to other countries. The e-beam works by using an electron beam particle accelerator unit that creates high energy electrons which produce free radicals in the waste water leading to decomposition of organic compounds (pollutants). We plan to develop various applications to use e beam technology for removal of pollutants from wastewater, drinking water, municipal sludge and fracking liquids. On August 9, 2011, the Company founded its wholly-owned subsidiary Renu ll Int l, Inc. that distributes markets and sells a line of molecularly enhanced skin cream products, under the brand name Renu ll. On December, 29, 2011, and amended on January 23, 2012 the Company entered into a distribution agreement with Regenetech Inc. ( Regenetech ) whereby, Renu ll shall act as a distributor for a series of cosmetics created in a rotatable perfused time varying electromagnetic force bioreactor developed and patented by the National Aeronautics and Space Administration ( NASA ) and Regenetech. On October 20, 2011, the Company issued 101,800,000 shares of its Common Stock, par value $0.001 per share, to Coast To Coast Equity Group, Inc., a related party owned by our CEO, Charles J. Scimeca, in a private placement transaction, which involved the exchange of indebtedness in the amount of One Hundred One Thousand Eight Hundred Dollars ($101,800) owed by the Company to the related party, as purchase price consideration for such shares, or a purchase price of $0.001 per share. Selling Shareholders The Company previously sold or issued an aggregate of 12,448,000 shares in private placements and to consultants and service providers, as well as 1,030,000 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock (the Class A Warrants ). On August 26, 2010, the Company issued, 100,000 shares of its common stock, par value $0.001, in exchange for the purchase of a semi-trailer mountable mobile electron beam accelerator unit contained therein from High Voltage Environmental Applications, a Florida corporation ( HVEA ). On October 28, 2011, the Company issued 5,727,000 shares of its common stock, par value $0.001, in exchange for the cancellation of debt in the amount of five thousand seven hundred twenty seven ($5,727) dollars owed to D&E Global Management, Inc., a consultant to the Company as payment for services rendered. On November 8, 2011, the Company issued 5,591,000 shares of its common stock, par value $0.001 in exchange for the cancelling of debt in the amount of five thousand five hundred ninety one ($5,591) dollars owed to International Consulting and Equity Group, Inc., a consultant to the Company as payment for services rendered. Between November 1, 2011 and December 31, 2011, the company entered into subscription agreements with certain investors whereby it sold an aggregate of 236 private placement units with each unit consisting of 1,000 shares of common stock (236,000 shares) priced at $.50 per share and one Class A Warrant to purchase 1,000 shares of common stock with an exercise price of $1.00 per share for a total of one hundred eighteen thousand ($118,000) dollars. The warrants expire on the earlier of (i) 180 days after the common stock commences quotation on the OTC Bulletin Board or (ii) one year after the date of issuance. Between January 1, 2012 and June 30, 2012, the company entered into subscription agreements with certain investors whereby it sold an aggregate of 794 private placement units with each unit consisting of 1,000 shares of common stock (794,000 shares) priced at $.50 per share and one Class A Warrant to purchase 1,000 shares of common stock with an exercise price of $1.00 per share for a total of three hundred ninety seven thousand ($397,000) dollars. The warrants expire on the earlier of (i) 180 days after the common stock commences quotation on the OTC Bulletin Board or (ii) one year after the date of issuance. Shares being Registered by the Company This is the Company s initial public offering. The Company is registering a total of 18,448,000 shares of its Common Stock. Of the shares being registered, 12,448,000 are being registered for sale by the Selling Shareholders that are currently issued and outstanding. The Company will not receive any proceeds from the sale of any of the 12,448,000 shares of the common stock being sold by the Selling Shareholders. The Selling Shareholders may sell, as soon as practicable following the effectiveness of this registration at a fixed price of $1.00 until the shares are quoted on the Over the Counter Bulletin Board ( OTCBB ) and thereafter at prevailing market prices or in privately negotiated transactions. The Company is offering 3,000,000 Units for sale in a self-underwritten, best-efforts offering. Each Unit consists of one share of Common Stock and one common stock purchase warrant ( S-1 Warrant ). The S-1 Warrant will entitle the holder to purchase one additional share of common stock at a price of $1.50 per share for a period of one (1) year from the date of this offering. The Company will receive up to $7,500,000 in the event that all the common stock included in the 3,000,000 Units are sold in addition to the common stock issuable upon the exercise of the S-1 Warrants, of which there can be no assurance. The Company will receive up to $7,500,000 in the event that all the 3,000,000 Units are sold and all the underlying S-1 Warrants are exercised. The Company will not receive any proceeds from the sales by the selling shareholders, but we will receive funds from the exercise of the S-1 Warrants. The proceeds, if any, will be used for general working capital purposes. This offering will terminate on the earlier of the sale of all of the shares offered or 180 days after the date of the prospectus, unless extended an additional 90 days by the board of directors.

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+PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Selected Consolidated Financial Data, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms Gigamon, our company, we, us, and our refer, prior to the conversion discussed below, to Gigamon LLC, and, after the conversion, to Gigamon Inc., in each case together with its consolidated subsidiaries as a combined entity. Overview We have developed an innovative solution that delivers pervasive and dynamic intelligent visibility of traffic across networks. Our solution, which we refer to as our Traffic Visibility Fabric, consists of distributed network appliances that enable an advanced level of visibility, modification and control of network traffic. Our Fabric enables IT organizations to forward traffic from network and server infrastructure to management, analysis, compliance and security tools in a manner that is optimized for specific uses or functions. Our patented Flow Mapping technology identifies and directs incoming traffic to single or multiple tools based on user-defined rules that can be managed from a centralized management console. Our Fabric is designed to help organizations optimize the reliability, performance and security of their physical and virtual network infrastructure, minimize capital investment in management, analysis, compliance and security tools, reduce operating expenses and realize greater value from the existing tools that are deployed throughout their networks. Virtualization and cloud computing, mobility, big data and software-defined networking are reshaping the way enterprises and service providers operate and the way people communicate over IP networks in an increasingly connected world. Organizations increasingly require enhanced visibility and control of their networks through the efficient collection and analysis of network traffic flows without degrading network performance or reliability. Our Fabric provides the pervasive and intelligent visibility and control over network traffic, including voice, video and data, that organizations need to successfully manage, analyze and secure their network environments. We sell our products directly through our own sales force and indirectly through our channel partners. As of June 29, 2013, our end-user customers included 62 of the Fortune 100. Additionally, as of June 29, 2013, we had sold products to over 1,100 end-user customers across many vertical markets, including seven of the top ten U.S. retailers, seven of the top ten U.S. banks and diversified financial services companies, five of the top ten U.S. integrated and wireless telecommunication service providers, seven of the top ten U.S. managed healthcare providers, six of the top ten U.S. cable and satellite providers and four of the top ten global securities and commodities exchanges, based on market capitalization as set forth in independent industry data from S&P Capital IQ. We have experienced significant growth since our inception in 2004. Our total revenue increased from $46.5 million in 2010 to $96.7 million in 2012, representing a compound annual growth rate, or CAGR, of 44%, and from $39.2 million during the six months ended June 30, 2012 to $58.2 million during the six months ended June 29, 2013, representing 49% growth. Our net income was $6.6 million, $16.9 million, $7.5 million and $1.8 million for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012, respectively, and our net loss was $9.1 million for the six months ended June 29, 2013. We have generated positive cash flows in each of the last seven years. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Dated October 18, 2013 5,100,000 Shares Common Stock We are offering 300,000 of the shares to be sold in this offering. The selling stockholders identified in this prospectus are offering an additional 4,800,000 shares. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol GIMO. The last reported sale price of our common stock on the New York Stock Exchange on October 18, 2013 was $36.08 per share. We are an emerging growth company as defined under the federal securities laws and are subject to reduced public company reporting requirements. Investing in our common stock involves risks. See the section titled Risk Factors on page 13 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to Gigamon $ $ Proceeds, before expenses, to selling stockholders $ $ (1) See the section titled Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than 5,100,000 shares of common stock, the underwriters have the option to purchase up to an additional 765,000 shares from certain selling stockholders, in each case at the public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2013. Goldman, Sachs & Co. BofA Merrill Lynch Credit Suisse Raymond James Pacific Crest William Blair Prospectus dated , 2013 Table of Contents Industry Overview Powerful forces are transforming the traditional ways that enterprises and service providers design, operate and manage their networks. These forces include: Virtualization and Cloud Computing. Enterprises and service providers are seeking to enhance visibility and control over their network traffic as they manage the transition from static physical architectures to dynamic virtual environments. Mobility. Enterprises are looking for ways to improve the productivity of their increasingly mobile workforce by providing enhanced access to their network. Service providers are seeking to monetize new service offerings and improve the satisfaction and retention rates of their subscribers. Big Data. As the volume of network traffic generated, transmitted and consumed grows rapidly, organizations are increasingly challenged to maintain, analyze, improve and secure the performance and reliability of networks as they scale to meet demand. Software-Defined Networking. IT organizations are struggling to provide increased bandwidth and expanded service offerings in the face of increasing pricing pressure. IT organizations may migrate to software-defined networking, or SDN, to create network infrastructure that is more agile and responsive and better aligned with the needs of the applications deployed in the network. The foregoing forces are enabling significant benefits to be realized from IT innovation, but are also presenting significant challenges in how organizations manage, analyze and secure their networks to address growing network traffic volumes, security and compliance, the proliferation of mobile devices, the consumerization of IT and adoption of cloud-based IT. Limitations of Traditional Approaches The impact of virtualization and cloud computing, mobility, big data and SDN are combining to increase network complexity and introduce new network vulnerabilities while creating new challenges for enterprises and service providers that are struggling to maintain or improve service delivery and limit network downtime. As a result, organizations are seeking to improve visibility and control of their networks through the intelligent collection, modification and analysis of traffic without adversely impacting network performance or reliability. IT organizations have historically had access to a limited range of approaches to address these requirements, including deploying additional management, analysis, compliance and security tools, repurposing Ethernet switches, duplicating traffic via mirroring ports or dividing traffic flows via network TAPs. Given the performance limitations, cost and complexity of traditional approaches, enterprises and service providers utilizing these approaches struggle to scale and ensure the performance, reliability and integrity of their network infrastructure. Without the ability to scale with network growth and to analyze packet contents, prioritize latency-sensitive data and intelligently direct individual packets to the relevant tools, these approaches fail to deliver a comprehensive solution that offers visibility into and control over network traffic. Need for a Comprehensive Visibility Solution We were founded on the belief that organizations need a fundamentally new approach to network traffic visibility to address growing demand for increased infrastructure efficiency and performance, and Table of Contents Table of Contents to improve the quality and breadth of service offerings. We believe a solution that can optimize the efficiency and performance of these tools by delivering pervasive visibility to users and subscribers and control over network traffic creates a significant market opportunity. Our belief is supported by the results of an independent survey conducted in 2012 by the Enterprise Strategy Group, or ESG, in which 78% of respondents indicated that a traffic visibility fabric would be a useful enhancement to their network environment. Our Solution The key benefits of our Traffic Visibility Fabric include: Providing Pervasive Visibility and Control. Our Fabric inspects and intelligently filters data packets from concurrent traffic streams in accordance with a set of user-defined criteria, which provides IT organizations with pervasive visibility and intelligent control over how traffic flows from the network to management, analysis, compliance and security tools. Enabling Rapid Response to Dynamic Change. Our Fabric significantly improves network flexibility by enabling static tools to connect to virtualized applications, dynamic infrastructure and mobile machines, which allows our end-user customers to efficiently and securely address their business needs. Delivering Scalable, High-Throughput Capacity. Our Fabric provides increased visibility and intelligent traffic filtering without impeding the delivery of traffic to management, analysis, compliance and security tools and can scale as the network grows and performance requirements increase. Improving Network Efficiency and Economy. Our Fabric improves the return on investment of existing tools, reduces capital and operating costs associated with deploying new or more advanced tools, limits the infrastructure footprints in space-constrained data centers and curtails the staff required to monitor and maintain the network. Enhancing Network Reliability. By reducing the need to process non-relevant traffic, our Fabric increases the reliability of tools and the associated management of critical business processes running on production networks. Because our Fabric is deployed out of band, or in parallel to, the production network, modifications to the Traffic Visibility Fabric do not require network downtime. Ease of Deployment and Use. We have designed our Fabric to be easy to install, configure and maintain. Our Fabric can be controlled locally or remotely, enabling our end-user customers to reduce management and maintenance of unmanned, or dark, data centers. Growth Strategy Key elements of our growth strategy include: Continuous Innovation. We intend to enhance the functionality and scalability of our Fabric to address new use cases, tool capabilities, deployment environments and performance levels and the drive for greater software definition of network infrastructure. Increase Awareness of Our Value Proposition. We plan to invest in our brand and develop awareness of the benefits of our Fabric in order to help us grow our business and market opportunity. Table of Contents TABLE OF CONTENTS Prospectus Page Prospectus Summary 1

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+Prospectus Summary The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements and the notes to the financial statements. Corporate History MEDL Mobile Holdings, Inc. (the Registrant ) through its wholly owned subsidiary, MEDL Mobile, Inc. ( MEDL and together with the Registrant, we , our , us , or the Company ) is a developer, incubator, marketer and aggregator of mobile application software, or Apps . The Registrant, formerly known as Resume in Minutes, Inc. was incorporated in Nevada on May 22, 2008. On June 24, 2011, the Registrant completed a share exchange with MEDL, a California corporation, and the shareholders of MEDL (the MEDL Shareholders ) according to which the MEDL Shareholders transferred all of the issued and outstanding capital stock of MEDL to the Registrant in exchange for the issuance to the MEDL Shareholders of an aggregate of 20,000,000 shares of common stock of the Registrant. As a result of the share exchange, MEDL became a wholly owned subsidiary of the Registrant and the business of MEDL became the sole line of business of the Registrant. In connection with the closing of the share exchange, the Registrant sold 10,000,000 shares of its common stock at a purchase price of $0.25 per share in a private placement to accredited investors, resulting in aggregate gross proceeds of $2,500,000 (including the exchange of bridge notes in the aggregate principal amount of $300,000) (the Private Placement ). The share exchange was accounted for as a reverse-merger and recapitalization. MEDL is the acquirer for accounting purposes and the Registrant is the acquired company. Accordingly, MEDL s historical financial statements for periods prior to the acquisition have become those of the Registrant retroactively restated for, and giving effect to, the number of shares received in the share exchange. The accumulated earnings of MEDL were also carried forward after the acquisition. Operations reported for periods prior to the share exchange are those of MEDL. On February 28, 2012, we acquired Inedible Software, LLC ( Inedible ), a developer of mobile apps and related mobile app technologies whose principal asset was a customer list. While the acquisition of Inedible was structured as a purchase of an entity, we did not acquire any ongoing business operations and the purpose of the transaction was to acquire Inedible s customer list as a conduit to Apple for future potential. As a result, Inedible became a wholly owned subsidiary of the Company. The results of operations of Inedible are included on a going forward basis from the date of acquisition, although Inedible is no longer actively engaged in any business activities. On November 2, 2012, we formed Hang With, Inc. ( Hang With ) a Nevada corporation. The Company is considering plans to commercialize certain new "app" technology for celebrities through this subsidiary. About Us We are primarily engaged in the monetization of mobile application software or Apps through four revenue generating platforms: (i) development of customized Apps for third parties to monetize their particular intellectual property, persona or brand, (ii) incubation of Apps in partnership with third parties and from a library of more than 75,000 original Apps concept submissions, (iii) sale of advertising and sponsorship opportunities directly to brands via mobile advertising networks and (iv) acquisition of Apps from other developers and use of a proprietary application programming interface, or API, to make Apps recommendations for our user base. We have built a system for developing Apps and to date, we developed nearly 150 Apps for iPhone, iTouch, iPad and Android. MEDL and MEDL Apps have been featured on CNBC, BBC, ABC, CBS, NBC, CNN, in the pages of Esquire, Fast Company, The New York Times, The LA Times, The Chicago Tribune, The Orange County Register, The Washington Post and The Guardian; and by top sites such as Mashable, Macworld and Gizmodo. About this Offering This prospectus relates to the sale of up to 3,000,000 shares of common stock by the selling stockholder listed in this prospectus. On March 28, 2012, we entered into a securities purchase agreement with the selling stockholder whereby we sold an aggregate of 1,000,000 units (the Units ), each Unit comprised of three shares of our common stock and a warrant to purchase one share of our common stock at a price per Unit of $1.50. As a result of the sale, which closed on the same day as entering into the securities purchase agreement, we issued to the selling stockholder 3,000,000 shares of our common stock and a warrant to purchase 1,000,000 shares of our common stock for an aggregate purchase price of $1,500,000. The warrant has a three year term and may be exercised at an exercise price of $0.90 per share, subject to adjustment in the case of stock splits, distributions, reorganizations, recapitalizations and the like, and may be exercised on a cashless basis under certain circumstances. The warrant contains full ratchet anti-dilution protection in the case of a share issuance for consideration less than the then exercise price of the warrant, subject to customary exceptions. The securities purchase agreement also grants the selling stockholder demand registration rights, piggyback registration rights and a right of participation in certain future offerings. In addition, certain issuances of our securities below $0.50 per share require the prior written approval of the selling stockholder. Summary of the Shares offered by the Selling Stockholder The following is a summary of the shares of common stock being offered by the selling stockholder: Common stock offered by the selling stockholder Up to 3,000,000 shares of common stock Common stock outstanding prior to the offering 43,982,309 (1) Common stock to be outstanding after the offering 43,982,309 Use of proceeds We will not receive any proceeds from the sale of the common stock hereunder. (1) Based upon the total number of outstanding shares as of January 30, 2013.

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+PROSPECTUS SUMMARY The following summary highlights information contained or incorporated by reference in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, including the documents incorporated by reference 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 consolidated financial statements, before making an investment decision. Our actual results may differ significantly from the results discussed in these forward-looking statements as a result of certain factors, including those described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." All references to "we," "us," "our," and the "company" mean Luxeyard, Inc. Business Overview We function as a member-based online marketplace for luxury consumer products we source from merchants and offer to our members through our website via a "flash sale" or "daily deal" at deep discounts to retail prices. In January 2012, we launched our website www.Luxeyard.com and began operations. Initially, we focused on household furnishings and goods such as furniture, lighting and bedding. On March 27, 2012, we launched LuxeStyle, our apparel and accessories line. As our member base and merchant selection increase, we expect to expand our offerings to include other consumer goods such as travel, gourmet food and beverages, consumer services events and gift cards. Each week we conduct several "flash sale" events on our website in which we feature merchandise at steep discounts to suggested retail prices. At the beginning of each event, members receive an email describing the featured products and it directs them to our website to participate. We list events on the member homepage of our website and each event remains on our site for three to five days, depending on demand and quantity offered. In addition to flash sales, we also feature a "Daily Deal" whereby we offer a single product on our website for a 24 hour period. Similar to flash sales, our members receive email notifications when deals commence, directing them to the member homepage for more details. Unlike other deal of the day models, members are not required to purchase a minimum number of products before the deal becomes active. In some cases, when our group buy feature is active, as more members participate in the deal, the purchase price decreases. Group buying, also known as collective buying, offers products and services at significantly reduced prices on the condition that a minimum number of buyers would make the purchase. Members purchase products directly through our website via credit card and, in most cases, products ship directly from the merchant s location to the member. With our Concierge Buying program, we use a model similarly used by companies such as Facebook and Pinterest to determine customer wants. The customer participates interactively with us by pinning or liking a product. We accumulate data to determine what products customers are interested in and we then source the most popular products and offer those to the members via a sale that features special notifications and discounts for those who contributed to the process. In April, we began a Business to Business program through which we source containers of goods and sell them to retailers via our business to business website. The retailers are offered products prior to the arrival of the container shipments and any unsold items from the container shipment are then offered on our website. The Business to Business program is operating under the TradeYard dba and offers flash sales to businesses and daily deals to businesses. We manage and operate the LeatherGroups web-site. We operate in an extremely competitive "flash sales" space within internet retail, which has experienced significant growth in the number of flash sales sites over the last 24 months, and in the amount of financial support by major private equity firms. We believe our company can distinguish itself in this environment based on consumer inter-activeness of the site, our dynamic marketing plan, supply chain expertise, and engagement of industry influences through our LuxeLife Trendsetter program. In addition, we are actively exploring strategic acquisitions, geographic expansion (including initiatives in India and Australia), and product line diversification, to position the company for revenue and profitability growth. Our success will depend, among other factors, on the company s ability to acquire and retain active members in cost-efficient ways, attract merchants at favorable terms, and regularly introduce deals of high value, quality, and relevance to our members. Our financial statements as of December 31, 2011 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to our recurring net losses and negative cash flows from operations and expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, generate additional revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are continually evaluating opportunities to raise additional funds through public or private equity financings, as well as evaluating prospective business partners, and will continue to do so. However, if adequate funds are not available to us when we need them, and we are unable to enter into some form of strategic relationship that will give us access to additional cash resources, we will be required to even further curtail our operations which would, in turn, further raise substantial doubt about our ability to continue as a going concern. The anticipated amount of capital we will need to continue as a going concern is estimated at $750,000. If we fail to acquire and retain members, our revenue and business will be harmed. Corporate Information Our principal executive offices are located at 8884 Venice Boulevard, Los Angeles, California 90034 and our telephone number is (323) 488-3574. Our website address is www.Luxeyard.com. The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part. The information on our website is not part of this prospectus. THE OFFERING Common stock offered by selling stockholders 13,737,140 shares of our common stock including: up to (i) 6,868,570 shares of common stock issuable upon conversion of the selling stockholders that own 8% preferred stock, and (iii) 6,868,570 shares of our common stock issuable upon exercise of Series C warrants held by the selling stockholders at an exercise price of $0.50 per share. Common stock outstanding before the offering 81,059,895 shares of common stock (1) Common stock outstanding after the offering 114,504,472 shares of common stock (2) Use of proceeds We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, we may receive up to approximately $3,434,285 in the aggregate upon the exercise of the warrants if the holders exercise them for cash. The registration of common stock pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the selling stockholders. We intend to use the proceeds received from any cash exercise of the warrants for working capital and general corporate purposes. Trading Symbol LUXR

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+PROSPECTUS SUMMARY 3

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

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

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@@ -0,0 +1 @@
+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 
+ 
+
+ The following is a summary of the prospectus, and, while it contains material information about the Trust and
+the units, it does not contain or summarize all of the information about the Trust and the units contained in this prospectus that is material and that may be important to you. You should read this
+entire prospectus, including "Risk Factors" beginning on page 19, before making an investment decision about the units. Unless otherwise specified or required by context, references to "we" and
+the "Trust" refer collectively to APMEX Physical 1 oz. Gold Redeemable Trust and its subsidiaries. Throughout this document, unless otherwise indicated, the term "business day" refers to
+any day on which NYSE Arca or the TSX is open for trading, the term "value of the net assets of the Trust" refers to the value of the net assets of the Trust represented by the units offered hereby,
+determined as set forth in "Computation of the Value of the Net Assets of the Trust," the term "NAV" refers to the value of the net assets of the Trust represented by the units offered hereby, per
+outstanding unit of the Trust, as of 4:00 p.m., Eastern time, and the term "1 oz. gold coins" refers to 1 oz. American Gold Eagle bullion coins, 1 oz. Canadian Gold Maple
+Leaf bullion coins, and/or 1 oz. gold bullion bars and rounds. In addition,
+unless indicated otherwise, the information in this prospectus with respect to this offering assumes that the underwriters have not exercised their over-allotment
+option.
+
+ The Trust 
+
+ Trust Overview 
+
+ The Trust was established on March 10, 2011 as a mutual fund trust under the laws of the Province of Ontario, Canada pursuant to
+an amended and restated trust agreement dated as of December 30, 2012. The Trust intends to invest in and hold substantially all of its assets in 1 oz. American Gold Eagle bullion coins
+and 1 oz. Canadian Gold Maple Leaf bullion coins, although the Trust is also permitted to purchase 1 oz. gold bullion bars and rounds, any or all of which we refer to as 1 oz.
+gold coins in this prospectus. The Trust seeks to provide a physically secure, convenient and exchange-traded investment alternative for investors interested in holding 1 oz. gold coins without
+the inconvenience that is typical of a direct investment in physical gold. The Trust intends to invest in long-term holdings of 1 oz. gold coins, but intends to hold in
+(i) highly liquid investments (consisting of short-term certificates of deposit or any U.S. Government Security), or (ii) cash in an amount equal to approximately 3% of its
+total net assets generally to pay expenses and cash redemptions, and does not intend to speculate in gold (in other words, we do not intend to try to profit from developments that would influence the
+price of gold in the daily market). The Trust may be required to sell some of its 1 oz. gold coins from time to time in order to replenish the amount held in cash. The Trust does not anticipate
+making cash distributions to unitholders. See "Business of the Trust." APMEX Precious Metals Management Services, Inc. is the sponsor and promoter of the Trust and serves as manager of the
+Trust, or the Manager, pursuant to an amended and restated management agreement with the Trust. The material terms of the amended and restated trust agreement and the amended and restated management
+agreement are discussed in greater detail under "Description of the Amended and Restated Trust Agreement" and "Certain Transactions," respectively. Each outstanding unit represents an equal, undivided
+ownership interest in the net assets of the Trust attributable to the units. Expected advantages of investing in the units include:
+
+ 
+
+ Convenient Way to Own Gold. The Trust will apply to list
+its units on NYSE Arca and on the TSX. The Trust intends to provide institutional and retail investors with indirect access to the gold market while providing them with the liquidity of an exchange
+traded security. Subject to the Trust fulfilling all of the requirements of the NYSE Arca and the TSX, respectively, unitholders will be able to buy and sell the units on NYSE Arca and the TSX like
+any other exchange-listed securities. The Trust will hold primarily the 1 oz. gold coins minted by the U.S. Mint or the Royal Canadian Mint. 
+
+ 
+
+ 
+
+Table of Contents
+
+ 
+
+ 
+
+ Investment in 1 oz. Gold Coins. Except with respect
+to cash and highly liquid investments that the Trust will hold to pay expenses and anticipated redemptions, the Trust expects to own only 1 oz. gold coins. While the Investment Guidelines (as
+defined below) permit the Trust to invest up to 20% of its assets in securities other than 1 oz. gold coins, the Manager intends to invest and hold approximately 97% of the total net assets of
+the Trust in 1 oz. gold coins. The Trust does not intend to invest in gold certificates or other financial instruments that represent gold or that may be exchanged for gold. 
+
+ Potential Advantages of Investing in 1 oz. Gold
+Coins. The 1 oz. gold coins, specifically the American Gold Eagle and the Canadian Gold Maple Leaf, which are the gold coins that
+the Trust will purchase, are two of the most recognized forms of gold in the world. These 1 oz. gold coins are struck by the U.S. and Canadian Governments so that there are a sufficient number
+of coins available to meet the demand for them, and are backed by the full faith and credit of the respective countries as to the quality of the coins. These 1 oz. gold coins are primarily
+distributed through qualifying financial institutions and large bullion dealers that meet the criteria of the respective issuing countries. These institutions and dealers then distribute the
+1 oz. gold coins to sellers who market and sell them in virtually every industrialized nation. Because each 1 oz. gold coin contains one troy ounce of gold, the number of parties that
+have the economic ability to purchase them is significantly larger than those parties who have the economic ability to purchase 400 oz. gold bars. Importantly, the authenticity of the
+1 oz. gold coins is reasonably self-evident and enforced by federal laws of, and rigorous prosecution by, the governments that issue them. By contrast, a 400 oz. gold bar may
+require a complete melting and assay (with the associated cost and delay) to verify its authenticity and quality before the consummation of any sale. Further, a gold bar may have no protection other
+than contract law to provide an effective deterrent from forgeries. 
+
+ Lower Transaction Costs. The Manager expects that, for
+many investors, costs associated with buying and selling the units in the secondary market and the payment of the Trust's expenses will be lower than the costs associated with buying and selling
+1 oz. gold coins and storing and insuring 1 oz. gold coins. 
+
+ Ability to Redeem Units for 1 oz. Gold
+Coins. Subject to certain minimum redemption amounts, unitholders have the ability, on a weekly basis and as described below, to redeem
+their units for 1 oz. gold coins for a redemption price equal to 100% of the aggregate NAV of the redeemed units, less applicable fees of The Bank of Nova Scotia, or the Gold Custodian,
+shipping charges to the redeeming unitholder and any applicable taxes, which we collectively refer to as the redemption expenses in this prospectus. See "Redemption of Units." 
+
+ Ability to Redeem Units for Cash. Subject to certain
+minimum redemption amounts, unitholders have the ability, on a monthly basis and as described herein, to redeem their units for cash for a redemption price equal to 95% of the lesser of (i) the
+volume-weighted average trading price of the units traded on NYSE Arca or, if trading has been suspended on NYSE Arca, the trading price of the units traded on the TSX, for the last five days on which
+the respective exchange is open for trading during the month in which the redemption request is processed by the registrar and transfer agent, and (ii) the NAV of the redeemed units on the last
+day of such month on which NYSE Arca is open for trading (in each case, less any applicable taxes). The Trust will retain the remaining 5% of the value of the redeemed units. See "Redemption of
+Units." 
+
+ Storage at the Trust Custodian or Gold Custodian. We refer
+to RBC Investor Services Trust in this prospectus as RBC IS or the Trust Custodian. RBC IS is acting in its capacity as the custodian of the property of the Trust. The Trust will store the
+1 oz. gold coins directly and solely with the Gold Custodian acting in its capacity as the sub-custodian appointed by the Trust Custodian. The Trust will store 1 oz. gold
+coins with a value equal to at least 60% of the value of the net assets of the 
+
+ 
+
+ 2
+
+ 
+
+Table of Contents
+
+ 
+
+ 
+
+Trust
+at all times in Canada, with the remainder to be stored in the United States. RBC IS is responsible for and bears the risk of loss of, and damage to, the Trust's 1 oz gold coins that we deposit
+with RBC IS, whether they are actually in possession of RBC IS or the Gold Custodian and subject to the terms of the Custodian Agreement including, but not limited to, that RBC IS will exercise
+(a) the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances or (b) at least the same degree of care as it exercises with respect to
+its own property of a similar kind, if this is a higher standard of care than in (a) above. The 1 oz. gold coins are subject to periodic inspection and audits. See "Custody of the
+Trust's Assets." Under certain circumstances, the liability of the Trust Custodian and the Gold Custodian may be limited. See "Risk Factors." 
+
+ Experienced Manager. The Manager, a wholly-owned
+subsidiary of APMEX, Inc., manages the Trust. Each of the senior officers of the Manager has considerable experience and a long track record of buying and selling 1 oz. gold coins from
+and to third parties. See "Organization and Management Details of the Trust The Manager." 
+
+ Potential Advantages of Investing in the Units as Opposed to Investing in Gold
+Directly. Any gains that a U.S. Holder (a U.S. Holder is defined in this prospectus generally as (i) an individual citizen or
+resident of the United States; (ii) a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United
+States, any U.S. state or the District of Columbia; (iii) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a
+trust if a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or it has a valid
+election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; see "Tax Considerations U.S. Federal Income Tax Considerations" for further discussion) that
+is an individual, trust or estate realizes on the sale of units of the Trust may be taxable for U.S. federal income tax purposes as long-term capital gains at a maximum standard rate
+(i.e. set forth in Section 1(h) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, (without regard to the Medicare contribution tax which applies for taxable years
+beginning after December 31, 2012) of 20% for taxable years beginning after December 31, 2012), compared to a maximum standard long-term capital gain tax rate of 28%
+applicable to the disposition of 1 oz. gold coins and other "collectibles" held for more than one year (without regard to the Medicare contribution tax), provided that such U.S. Holder
+(a) has held the units for more than one year at the time of the sale and (b) has made a timely and valid Qualified Electing Fund, or QEF, election with respect to the units. The Trust
+intends to provide annually each U.S. Holder with all necessary information in order to make and maintain a QEF election. See "Risk Factors" and "Tax Considerations U.S. Federal Income Tax
+Considerations U.S. Holders" for further discussion of the U.S. federal income taxation of U.S. Holders, including the risk that the U.S. Treasury Department could issue regulations
+providing less favorable tax treatment.
+
+ Potential Advantages of Investing in the Units as Opposed to Investing in Alternative Investments in
+Gold. The Units offered by the Trust offer a tax-efficient security with the ability to redeem Units for 1 oz. gold
+coins at a minimum redemption amount of $10,000. In contrast to the Trust's minimum redemption amount of $10,000, other investments in gold typically require significantly higher redemption amounts or
+do not allow an investor to redeem their securities for gold at all. The Trust also allows for weekly redemption, where alternative investments typically do not allow redemptions on a weekly basis. 
+
+ Benefits of Investing in Gold. Investing in gold may
+provide several benefits to investors. Gold may diminish the impact on a portfolio of inflation, financial market collapse and

parsed_sections/prospectus_summary/2013/CIK0001516479_insys_prospectus_summary.txt

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

parsed_sections/prospectus_summary/2013/CIK0001517391_portus_prospectus_summary.txt

@@ -0,0 +1,177 @@
+PROSPECTUS SUMMARY
+
+ 
+
+This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the Risk Factors section and our consolidated financial statements and the related notes appearing at the end of this prospectus before deciding to invest in shares of our common stock. Unless the context provides otherwise, all references to Portus we, us, our, or similar terms, refer to
+
+PORTUS HOLDINGS INC.
+
+ 
+
+In this prospectus all references to $ or dollars mean the U.S. dollar, and unless otherwise indicated all currency amounts in this prospectus are stated in U.S. dollars. All financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are reported in U.S. dollars.
+
+5
+
+Background
+
+PORTUS HOLDINGS INC.
+
+ was incorporated on March 31, 2011, under the laws of the State of Nevada as Solido Ventures, Inc. Solido Ventures, Inc. had not conducted any business. On August 19, 2011, Portus Inc. ( Portus ) was formed and on June 5, 2012
+
+ under the laws of the State of Nevada
+
+, Michael Burns, the sole officer, director and shareholder of Solido Ventures, Inc., entered into a stock purchase agreement (the Solido Agreement ) with Portus Inc., whereby Portus acquired all of the issued and outstanding shares of common stock of Solido Ventures, Inc. for a purchase price for the common stock
+
+of
+
+$22,500. Following the Solido Agreement, the Company changed its name to
+
+PORTUS HOLDINGS INC.
+
+ and amended its Articles of Incorporation on July 14, 2012 in order to reflect the name change. Portus Inc., an entity in which George Dale Murray, our President, Chief Executive Officer, Chief Financial Officer and Director, is the sole stockholder, is currently the majority shareholder of
+
+PORTUS HOLDINGS INC.
+
+ 
+
+Our principal business is focused on creating a multilingual, multiple functionality, and global food and beverage service platform ( Portus Cloud ). Portus Cloud is a global, multilingual, cloud based food and beverage service online portal where customers will be able to manage an entire food and beverage service business or enterprise anywhere in the world, anytime and in any language.
+
+ 
+
+Portus Cloud intend
+
+s
+
+ to serve the food service management industry globally. Customers expected to utilize Portus Cloud include hospitals, nursing homes, long term care, restaurants, education facilities, military, hospitality, cruise lines, corporate dining and catering facility. Portus Cloud s functionality and design allows the managers to effectively access the supply chain and effectively manage their business in any of these industries. It will enable the creation of recipes and menus, sourcing, costing and ordering the ingredients for proper preparation and presentation and where needed clinical feedback and in multiple languages.
+
+ 
+
+An advantage to the platform is it can be accessed anywhere there is access to the internet and is a potential advantage to all operator types in that the access is available in the field, the office, the kitchen or table side. The system can even be used to enhance the consumer experience as the operator desires. The system is flexible and continually being enhance. The functionality that they need and desire is at their fingertips, with no ongoing IT cost associated with installed software programs and ease of implementation.
+
+ 
+
+Dietary management software is software designed to manage the creation, preparation and delivery of food for commercial kitchens. Portus Cloud is being created to expand the services into an online network connecting the commercial kitchens with their providers. The majority of our competition sells software that is physically installed on individual computers and servers. This can be very costly to acquire and maintain. By creating a service platform/network, many different clients will be able to access the application at significantly lower cost
+
+for a small transaction fee
+
+and it does not require
+
+significant
+
+IT department resources.
+
+ 
+
+The creation of Portus Cloud will extend the reach of kitchen managers and executives by creating a network that those that provide the materials needed to create meals can connect with their customers (customers being the kitchen operations). Those providers include growers, producers, processors, manufacturers, distributors and haulers. 
+
+ 
+
+By creating the Portus Cloud Network, these providers can plug-in to the online portal and communicate directly with their customers. By incorporating the Global Trade Item Number (GTIN) and GTIN-14 standards (created by Global Systems 1, the global barcode standards organization) in the network, the food and beverage supply chain turns into a network in Portus Cloud. This allows for complete traceability from the
+
+ producer to the consumer and back ( f
+
+ield to the
+
+f
+
+ork
+
+ )
+
+. It identifies food from its original source, where it travelled, where it was prepared and where it was consumed. By doing this, the number of inaccurate shipments will be drastically reduced, lowering fuel costs and the carbon footprint. Users will be able to source materials more directly, reducing middle man costs and shortening shipping routes by sourcing locally. In order to access the network, the providers will be required to pay a
+
+minimal
+
+fee on a per transaction basis. With the providers being able to reach their customers more directly they will have a 
+
+6
+
+better understanding of customers buying patterns and be able to market and serve their customers more effectively and efficiently. Through the network, massive amounts of data will be collected. This data will include but not be limited to information on consumption, shipping, nutritional content and spoilage.
+
+By offering the applications described above and having them accessible in the cloud the customers can be reached by the providers and providers can communicate with their customers anywhere they have access to the internet by logging
+
+ 
+
+ on to
+
+the
+
+Portus Cloud Network.
+
+On October 12, 2012 Portus and Portus 
+
+Acquisition
+
+ Corp., our wholly owned subsidiary, entered into a Share Exchange Agreement (the Exchange Agreement ) with Surequest Systems, Inc., a Delaware Corporation, ( SureQuest ) and its wholly owned subsidiary Surequest Systems, Inc., a Texas corporation, ( SureQuestTX ). The Exchange Agreement provides in part for the Company to acquire all of the issued and outstanding shares of common stock of SureQuestTX in exchange for all of the issued and outstanding shares of common stock of Portus Acquisition Corp. The closing of the Exchange Agreement is conditioned on, among other things, the Company having cash assets totaling $5,000,000.
+
+ The shares of SureQuest Systems TX are owned by SureQuest Systems of Delaware, a non-reporting public company. In order to complete the Share Exchange, PORTUS HOLDINGS INC. will deposit the $5,000,000 in the account of Portus Acquisition Corp. At closing, 100% of the shares of Portus Acquisition Corp will be exchanged for 100% of the shares of SureQuest TX. SureQuest of Delaware will receive the $5,000,000 and Portus Holdings Inc will own 100% of the assets of SureQuest TX. It is intended to retain all of the existing employees with the exception of their Chief Financial Officer who has chosen to retire at the time of closing. SureQuest of Delaware will be responsible for any decisions as to the distribution of the proceeds. From the proceeds SureQuest of Delaware will satisfy all existing liabilities at the time closing and SureQuest TX will be debt free.
+
+As a part of Portus s strategy, on February 8, 2013 we licensed the data base and functional platform for this service from SureQuest to allow us to launch Portus Cloud. The Company is pursuing potential customers but has earned no revenues.
+
+ 
+
+The creation of Portus Cloud is currently under development and could be achieved without the acquisition of SureQuest. However, by acquiring SureQuest, Portus can use their extensive data base and application functionality to provide the core food and beverage management system to those who prepare food and serve meals (restaurants of all kinds). SureQuest has a cloud based application that offers solutions for food safety, purchase (directly or indirectly from distributors, processors, manufacturers, producers and growers), track and trace
+
+ the
+
+ source of food, accurately deliver, collect data at point of sale and interface with financial systems, manage inventory, source raw materials and ingredients, provide accurate nutritional content, cost menus and recipes, safely prepare, create recipes and design menus. Currently, SureQuest has over 1200 customers/subscribers for their service and over twenty years of experience providing solutions to the food service industry. SureQuest has developed and is continuing to develop an accurate nutritional data base by collecting nutritional data directly from manufacturers which when the person responsible for the design of a recipe, meal or menu can have exact nutritional values. Currently the rest of the industry relies on the United States Department of Agriculture s nutritional data base which is compiled by averages. The users of this functionality, including restaurants, can more accurately and cost effectively run their kitchen operations. Our license with SureQuest allows us to access and market the SureQuest database and utilize the SureQuest applications outside of the United States and Canada.
+
+ 
+
+Where You Can Find Us
+
+We presently maintain our principal offices at
+
+401 E Las Olas Blvd., Suite 140, Ft. Lauderdale FL 33301
+
+. Our telephone number is
+
+ (866-200-9921)
+
+.
+
+7
+
+Implications of Being an Emerging Growth Company
+
+We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
+
+ 
+
+ 
+ 
+
+A requirement to have only two years of audited financial statements and only two years of related MD 
+
+ 
+
+ 
+ 
+
+Exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
+
+ 
+
+ 
+ 
+
+Reduced disclosure about the emerging growth company s executive compensation arrangements; and
+
+ 
+
+ 
+ 
+
+No non-binding advisory votes on executive compensation or golden parachute arrangements.
+
+We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act ).
+
+In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.
+
+We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
+
+For more details regarding this exemption, see Management s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies. 
+
+ 
+
+8

parsed_sections/prospectus_summary/2013/CIK0001525287_sprague_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CIK0001526080_stream-s_prospectus_summary.txt

@@ -0,0 +1 @@
+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 and does not contain all the information that may be important to you. Before investing in our common stock, you should read the entire prospectus carefully, including the Risk Factors beginning on page 8 and the financial statements and related notes beginning on page F-1. Unless the context indicates otherwise, as used in this prospectus, the terms Company, we, us and our refer to ML Capital Group, Inc. Our Company ML Capital Group, Inc. was incorporated under the laws of the State of Nevada on September 22, 2009 by our founder and President, Ms. Lisa Nelson. During the period from September 22, 2009 (date of inception) through December 31, 2011, Ms. Nelson devoted between five (5) hours per week to over thirty (30) hours per week as required by the business. For calendar year 2012, Ms. Nelson has devoted at least twenty (20) hours a week to the Company but may increase that number as necessary to further develop its business. As of this date and through calendar year 2013 Ms. Nelson will continue to provide these services at no cost to the Company. As of May 8, 2012, the Company hired Mr. Mark Songer as its Chief Executive Officer and granted to him on July 2012, 2,000,000 restricted shares for services to be rendered subject to certain vesting restrictions. As of February 2013, Mr. Songer resigned from the Company as its CEO and a member of the board of directors for personal reasons and returned the 2,000,000 shares which have been canceled by the Company. As of the date of this prospectus, Ms. Nelson is the Company s only employee. Our business consists of providing consulting services to both public and private companies, concentrating primarily on early stage companies, small businesses and emerging growth companies. To date, Ms. Nelson has been primarily responsible for all operations of our business: Executive search and placement Intellectual property licensing, sale, and joint ventures Corporate strategic planning In the future, the Company plans on providing additional services to new clients on an as needed basis, including but not limited to: Financial analysis & modeling Marketing & sales strategy development Business plan writing Transactional advisory services We plan to work with companies that are interested in buying or selling assets or businesses, assisting with conducting the required due diligence, advising on transaction structures and in some cases assisting with identifying possible sources of financing. Lastly, we are also developing strategies to provide companies at all stages of development with financial and strategic consulting services to improve efficiency and enable growth and stability that results in increased sales and profitability. Our executive offices are located at 16810 Avenue of the Fountains, Fountain Hills, AZ. 85268, and our telephone number is (480) 232-0906. The Offering Shares Outstanding Prior to the Offering 59,069,404 Shares Offered by the Selling Stockholders 10,819,404 Shares Outstanding After the Offering 59,069,404 Terms of Offering The Selling Stockholders will determine how and when they will offer and sell their Shares. Until our Common Stock is quoted on the OTC Bulletin Board ( OTCBB ) or another over-the-counter market or traded on an exchange, the Selling Stockholders may offer their Shares at a fixed price of $.30. There can be no assurance that the Shares will ever be listed on trading exchange. Use of proceeds The Company will not receive any of the proceeds from sales of the Shares by the Selling Stockholders. Termination of the offering The offering will conclude when all 10,819,404 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend the offering for an additional 180 days.

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+PROSPECTUS SUMMARY The following summary highlights information contained in this prospectus and should be read in conjunction with the more detailed information contained in this prospectus and the consolidated financial statements and related notes appearing elsewhere in this prospectus. Before you decide to invest in the ADSs, you should read the entire prospectus carefully, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Position and Results of Operations" and our audited and unaudited financial statements and the related notes included elsewhere in this prospectus. For convenience, certain amounts in Japanese yen have been converted to United States dollars at the daily exchange rate announced by the Federal Reserve Bank of New York on December 31, 2012, which was $1.00 = 86.64. For other information, see "Conventions Applicable to This Prospectus." Unless the context requires otherwise or we specifically indicate otherwise, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option. Unless otherwise indicated, all share and per share numbers in the prospectus have been retroactively adjusted to reflect a two-for-one stock split of our common stock effected on October 1, 2011 and a two-for-one stock split effected on April 1, 2012, as if both such stock splits had occurred on April 1, 2009. Company Overview We are a leading provider of Asian-language eDiscovery solutions and services. We have extensive eDiscovery and forensic experience and expertise with information documented in Japanese, Korean, Chinese as well as English, and we apply this expertise in connection with litigations, administrative proceedings and investigations. Our clients include leading law firms, corporate legal departments and government agencies. We serve these clients from our offices in Japan, the United States, South Korea, Taiwan and Hong Kong. We assist clients involved in cross-border litigation, administrative proceedings and internal investigations, including those related to antitrust investigations, intellectual property (IP) litigation, the Foreign Corrupt Practices Act (FCPA) and product liability (PL) investigations. The particular matters in which we are engaged by clients typically involve Asian language information. A particular challenge of eDiscovery involving Asian-language information is the accurate electronic recognition of Japanese, Korean and Chinese characters and the organization of the collected information in a format that can be effectively and efficiently reviewed and identified as relevant to the particular investigation. For example, when most conventional eDiscovery technologies are applied to Asian language content, the result is garbled text or otherwise inaccurate outputs. However, we believe our proprietary Lit i View eDiscovery solution accurately handles Asian-language characters, encoding schemes and native file systems. Lit i View also streamlines and consolidates our and our clients' workflows. Our recently launched Legal Cloud hosting solution complements and integrates with Lit i View and helps to address the substantial complexity and cost associated with these international investigations and litigations. Because of the flexible, comprehensive and integrated nature of our solutions, we can address the entire electronic discovery reference model (EDRM) life-cycle in connection with these matters, which we believe enables us to optimize outcomes and provide significant cost savings to our clients. We have assisted clients in more than 250 administrative and legal proceedings in the United States, including Department of Justice (DOJ), International Trade Commission (ITC) and Securities and Exchange Commission (SEC) investigations, and more than 500 corporate investigations in Japan, South Korea, China and Singapore. We achieved strong and significantly improved financial results in the three years ended March 31, 2012, with total revenue increasing to 5,136.2 million (or $59.3 million) in the year ended March 31, 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 hereafter 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 Section 8(a), may determine. Table of Contents 2012, compared with 2,686.1 million (or $31.0 million) in the year ended March 31, 2011, and 1,098.2 million (or $12.7 million) in the year ended March 31, 2010. Over the same period, we also achieved increased profitability, with net income increasing to 1,370.6 million (or $15.8 million) in the year ended March 31, 2012, compared with 787.8 million (or $9.1 million) in the year ended March 31, 2011, and a loss of 418.3 million (or $4.8 million) in the year ended March 31, 2010. However, in the nine months ended December 31, 2012, our total revenue, operating income and net income declined significantly compared to the nine months ended December 31, 2011. In the nine months ended December 31, 2012, our total revenue was 3,542.3 million ($40.9 million) compared with 3,784.0 million in the nine months ended December 31, 2011, our operating income was 851.5 million ($9.8 million) compared with 1,894.5 million in the same period in the previous year and our net income was 540.6 million ($6.2 million) compared with 1,057.3 million in the same period in the previous year. Our revenue decline was due essentially to a decrease in revenue from the manual review services of our core eDiscovery business, partly offset by an increase in other services of our eDiscovery business, including data collection, process/analysis, production, data hosting, and forensic services. Revenue from the non-manual review services of our core eDiscovery business increased 887.4 million ($10.2 million), or 51.7%, to 2,604.1 million ($30.1 million) in the nine months ended December 31, 2012 from 1,716.7 million in the comparable period in the previous year, while revenue from our manual review services revenue declined by 1,190.8, or 62.7%, to 707.0 million ($8.2 million) in the nine months ended December 31, 2012 from 1,897.8 million in the same period in the previous year. We believe that the cause of this decrease in revenue from manual review services was the determination by certain of our Asian law firm clients to perform manual review (and to bring related revenue) "in-house," while continuing to utilize our other eDiscovery services. Our operating income decreased by 55.1% to 851.5 million ($9.8 million) in the nine months ended December 31, 2012 from 1,894.5 million in the nine months ended December 31, 2011, due mainly to this decrease in our total revenue, combined with a significant increase in depreciation and amortization expenses due to an increase in our capitalized technology investment and in selling, general and administrative expenses, as we aggressively invested to build our core infrastructure and manpower to support future growth. This increase in selling, general and administrative expenses is part of our efforts to expand our capabilities and infrastructure to match the rapid growth of our business, especially over the last three years. Our investment focused on advancing our technology, global operating capability and capacity, and overall infrastructure to be ready for further expansion of our business in each market we serve. Industry Overview eDiscovery solutions enable organizations to identify, preserve, collect, process, review, analyze and produce data in order to meet compliance, records management and/or legal discovery requirements. Data is collected from numerous sources that include email, text-based files, images, databases, audio files, web sites, computer applications and other corporate repositories, as well as smartphones, tablets, thumb storage drives and personal computers. The growth of data among businesses has continued to rise at an extraordinary rate. According to an IDC Digital Universe Survey in 2011, the amount of digital information created, captured or replicated worldwide every year will grow from 1.8 trillion gigabytes in 2011 to 7.9 trillion gigabytes in 2015, a compound annual growth rate (CAGR) of 45%. While email remains the primary application driving eDiscovery growth, we believe there is also dramatic growth being driven by content from Microsoft SharePoint, social media services, instant messaging (IM) and SMS text messaging. eDiscovery is fundamentally different from paper-based evidence discovery primarily because of the much higher volume of electronic information produced and maintained by businesses and other organizations. For example, enterprise information stored in one personal computer is equivalent to an estimated four to six thousand boxes of printed material. Because of the sheer volume of information Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated May 10, 2013 PROSPECTUS UBIC, Inc. 1,100,000 American Depositary Shares Representing 220,000 Shares of Common Stock This is the initial public offering of American Depositary Shares, or ADSs, representing our common stock. Each five ADSs represents one share of our common stock, deposited with The Bank of New York Mellon, as depositary. The ADSs may be evidenced by American Depositary Receipts, or ADRs. Prior to this offering, there has been no public market for the ADSs. We expect that the initial public offering price of the ADSs will be between $7.50 and $9.50 per ADS. We have applied for the listing of the ADSs on the Nasdaq Global Market under the symbol "UBIC." Our common stock currently is listed on the Mothers Marketplace of the Tokyo Stock Exchange under stock code number 2158. On May 2, 2013, the last reported sale price of our common stock on the Tokyo Stock Exchange was 4,460 per share (which was equivalent to $9.11 per ADS based on the exchange rate on such date). 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. Investing in the ADSs involves risks. See the section entitled "Risk Factors" beginning on page 12 for a description of various risks you should consider in evaluating an investment in the ADSs. Per ADS Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ Table of Contents that must be analyzed in investigations or other legal matters, it is extremely challenging to investigate archives of electronic information manually. Accordingly, in order to achieve success in a lawsuit and avoid sanctions, we believe that attorneys must employ an automated process to analyze this trove of information, identifying and producing only information relevant to the matter. Providing only relevant documents is a very important consideration for organizations, which generally prefer to keep confidential those documents and other materials they are not legally required to produce. We believe, based upon research analysts' reports, that total eDiscovery revenue relating to U.S. lawsuits was $3.3 billion in 2009, and will grow to an estimated $5.7 billion in 2013, or a CAGR of approximately 14.6%. The Gartner, Inc. 2012 Magic Quadrant for E-Discovery Software report estimates that the world's enterprise eDiscovery software market (excluding value added services) was $1.0 billion in 2010, and will grow at a CAGR of approximately 16% through 2015. In addition to these software revenues, Gartner also estimates that by 2013, value added services represented by software-as-a-service (SaaS) and business process utilities will account for 75% of the total eDiscovery revenue derived from the processing, review, analysis and production of electronically stored information (ESI). UBIC's Competitive Advantages We have designed our products and services to provide comprehensive solutions to meet the challenges of managing eDiscovery and electronic data forensic investigations. The principal ways in which our solutions address these challenges include: Accurate Processing of Asian-language Characters. Our proprietary text mining technology allows us to accurately handle Asian-language (as well as English) characters, encoding schemes and native file systems. Our solutions and services allow us to accurately assess and convert different Asian-language character sets into the traditional Unicode Transformation Format (UTF), and also convert, as necessary, into several other complex encoding schemes which are frequently utilized by Asian companies, thus maintaining the fidelity of the search methodology and preserving the integrity and nuance of the underlying information. Many competitive solutions first translate Asian-language information to English and ASCII format which can result in garbled text and/or lack of accuracy. Processing and analysis is then conducted on this translated information, which, in our experience, often is inaccurate and obscures or eliminates subtleties and nuances that are often critical to the legal assessment and applicability of the information. Speed, Efficiency and Cost Effectiveness. Our solutions and services enable a process that permits the automated identification of relevant text and documents in Asian languages, including Japanese, Chinese and Korean, thus reducing the number of steps in the review process and thereby providing significant savings in time and cost of document review; because our solutions more accurately identify Asian characters and documents responsive to the search, we reduce the number of documents that need to be manually handled and reviewed by persons, and we are less likely to fail to identify an important document. These benefits are further amplified by the comprehensive and integrated nature of our solutions. Technology Assisted Review. Technology assisted review (TAR) is the use of software tools, increasingly comprised of artificial intelligence-based predictive coding, to perform mechanical document review. TAR reduces the amount of manual review of data produced in the collection process, which is traditionally the most expensive phase of the eDiscovery process. We believe that our TAR is very effective in Asian-language document review and our product development efforts incorporate all of our experience and know-how with TAR into our main platform, Lit i View. Our TAR applies our proprietary algorithms that progressively predict and refine the automated work flow involved in TAR by accurately increasing the review weight of relevant (1)The underwriters will receive compensation in addition to the underwriting discount. See "Underwriting" on page 123 of this prospectus for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 165,000 ADSs at the initial public offering price, less the underwriting discount, within 45 days from the date of this prospectus to cover overallotments, if any. We have also agreed to issue to the underwriters warrants to purchase up to an aggregate of 4% of the ADSs sold in this offering. The warrants will have an exercise price equal to 120% of the public offering price of the ADSs sold in this offering. Neither the United States 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. The underwriters expect to deliver the ADSs to purchasers on or about , 2013. Table of Contents documents. These proprietary algorithms are designed to bring our "recall rate" (the accuracy rate of identifying information relevant to a particular TAR) to 90% or better, which results in noticeable improvements in the efficiency of our review work as a whole, and significant savings in time and expense for our clients. Seamless Interaction with Numerous Software Applications. Since our inception in 2003, our solutions and services have been continuously expanded, tested, improved and refined as a result of our extensive experience and technical knowledge and skills accumulated in analyzing electronic data of Asian companies. The design of our solutions enables us to work seamlessly with more than 20 software applications, including Microsoft Outlook and several unique email applications to produce documents without garbled text and also capture responsive documents that could be missed by many of our competitors. This is particularly important to existing and prospective Asian clients given the larger range of email and office software programs and protocols in general use in Asia than in the United States. Multiple Convenient Data Processing Sites. We believe we are the only eDiscovery provider with a data processing center in each of Japan, South Korea and Taiwan. Thus, we can conduct the entire process of eDiscovery in Asia and avoid sending non-responsive electronic data to law firms or other parties in the United States, thereby potentially making such confidential and proprietary data subject to the jurisdiction of U.S. courts. Additionally, we believe the proximity of our data processing sites to many of our clients enables us to secure and process information more quickly than our competitors. Flexible and Scalable Cloud Hosting Service. While we have been able to host data in a traditional Cloud environment, we have recently introduced our Legal Cloud solution that features a flexible and scalable Cloud data hosting capability, and employs a secure, Internet-enabled storage solution that enables authorized users across the globe to access data and collaborate in connection with an investigation or litigation. Our Cloud hosting technology helps to address the problem of rising complexity and cost from the growth and dispersion of electronic data volumes and the extended duration of many investigations and litigations. Our Cloud hosting service coupled with our experience in handling large volumes of data enables us to deliver our eDiscovery solutions in a flexible and cost-efficient manner. Expanded Electronic Data Forensic Investigations. We have adapted the technology that we developed in the area of electronic data forensic investigations, including the provision of solutions and services to government, police and military agencies, to create powerful eDiscovery solutions and services; in turn, the expertise we have developed in our eDiscovery business, such as how to construct electronic searches that yield the most accurate and complete results, have enabled us to further develop our consulting and audit services and to improve our electronic data forensic investigations, tools and training. Our Growth Strategy Our objective is to enhance our position as a leading provider of eDiscovery and electronic data forensics solutions and services in Asia, as well as significantly increase our provision of these solutions and services in the United States, which we believe is the world's largest and most advanced market for these services. Key elements of our strategy include: Expand our presence and direct sales in the United States Our most important corporate priority is to continue to expand our business in the United States. We plan to continue to increase our sales, marketing and business development efforts in the United States in order to enhance awareness of our litigation and eDiscovery solutions, not only for our Maxim Group LLC The Benchmark Company The date of this prospectus is , 2013 Table of Contents current target market of Asian companies operating in the United States, but also for U.S. companies with Asian subsidiaries and operations. To the extent these sales and marketing efforts are successful, we believe they may have a positive impact on our manual review-related revenues. In 2007, we opened our first office in the United States in Silicon Valley. In 2011 and 2012, respectively, we opened offices in Reston, Virginia to serve the Washington DC area, and New York City, which we view as two of the most important legal markets in the United States. From our United States offices, our most senior executives and sales personnel, including our Executive Vice-President, Chief Operating Officer and Director, Naritomo Ikeue, are executing on this important corporate priority of expanding our United States business. Broaden and develop strategic relationships We plan to continue to expand our existing relationships and develop new relationships with United States and international law firms, litigation consultants and other providers of eDiscovery and electronic data forensics solutions and services that would benefit from our leading technology solutions for Asian-language eDiscovery. We believe that these types of strategic relationships will allow us to expand our reach with global enterprises, especially those based in the United States, and improve our insight into emerging industry trends. We plan to materially increase our marketing efforts with and to these prospective strategic partners. Extend our technology leadership and solution management services While we believe that Lit i View is the leading solution for Asian-language eDiscovery, we plan to continue to enhance our solution. Traditionally, eDiscovery has been problematic and expensive because labor-intensive manual review of the large volume of materials gathered by electronic means has proven to be costly. Nevertheless, providers of eDiscovery solutions, including ourselves, had to rely on human labor, as there was no alternative. Our TAR technology combines the concepts and techniques of predictive coding with unique algorithms to provide an eDiscovery solution that significantly reduces review-cycle time and cost without sacrificing accurate results. With our TAR technology, we believe we are in a leading position regarding the use of technology in providing the right solutions for the eDiscovery market's needs. We plan to enhance our existing solutions and introduce and improve our solutions and services to address emerging trends and regulatory requirements, and target new market opportunities. We have made and will continue to make investments in technology to introduce new versions of our solutions that incorporate innovative features, improved functionality and address unique business requirements. We also plan to continue to create, refine and deliver innovative service offerings that provide faster deployment of our solutions and services, and more accurate and complete results, and thus add more value to our clients. We believe our Lit i View and Legal Cloud solutions are examples of our technology innovation. Expand to new geographies Given the success of our expansion beyond Japan to the United States, Hong Kong, South Korea and Taiwan, we plan to expand our sales and marketing efforts to other geographies, including the European Union and China. Global business expansion has increased the incidence of investigations and lawsuits related to such matters as antitrust, intellectual property infringement and other data intensive matters. We believe that, while most countries do not have the same eDiscovery mandates as the United States, enterprises in the European Union, China and other geographies operate in a way that can expose them to the reach of United States' lawsuits and the scrutiny of antitrust authorities of the United States and the European Union. In particular, the competition and antitrust departments of the European Union have become increasingly active and are demanding access to a broader range of documents as part of their investigations. Table of Contents Pursue strategic acquisitions We may pursue acquisitions that we believe will provide solutions and/or technologies that are complementary to our current offerings or accelerate our international expansion. We continually seek to enhance and expand the functionality of our solutions and in the future we may pursue acquisitions that will enable us to offer more comprehensive functionality to clients. We currently have no plans, proposals or arrangements with respect to any acquisition. Corporate History and Structure We were formed in 2003 and initially focused on importing and selling computer forensics tools within Japan, including to domestic clients such as the National Police Agency and Japan's Ministry of Defense. We entered the eDiscovery and electronic data forensic investigations markets in 2005 by leveraging the skills we had developed and refined through the application of our computer forensic tools. In 2007, we listed shares of UBIC, Inc. on the Mothers Marketplace of the Tokyo Stock Exchange (TSE), which is the primary market for high-growth and emerging technology companies on the TSE. In that year, we established UBIC North America, Inc. with offices in Silicon Valley. In 2009, we opened our office in Seoul, South Korea and opened an office in Hong Kong. In 2010, we established Payment Card Forensics, Inc., as our subsidiary in Japan, in which we have a 60% ownership interest. In 2011, we established UBIC Risk Consulting, Inc., as our subsidiary in Japan, in which we have an 80% ownership interest. In 2011, we opened our office in Reston, Virginia, and also established UBIC Korea, Inc. and UBIC Taiwan, Inc. with offices in Seoul, South Korea and Taipei City, Taiwan, respectively. In 2012, we established UBIC Patent Partners, Inc., as our subsidiary in Japan, in which we have a 100% ownership interest. In 2012, we opened our newest office in New York City. Table of Contents The following chart shows our current corporate structure: Corporate Information Our executive offices are located at Meisan Takahama Building, 2-12-23, Kounan, Minato-ku, Tokyo, Japan and our telephone number is: +81 (0) 3-5463-6344. Our corporate website is www.ubic.co.jp. Information contained on or accessed through our website is not intended to constitute and shall not be deemed to constitute part of this prospectus. Investor inquiries shall be directed to us at the address and telephone number of our principal office set forth above. Table of Contents

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+PROSPECTUS SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "PLADEO CORP." REFERS TO PLADEO CORP. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. EMERGING GROWTH COMPANY STATUS Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups ("JOBS") Act. Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1). PLADEO CORP. We are a development stage company in the business of developing online chat system over the Internet that offers a real-time direct transmission of messages. Our System is a small web-based application that can be installed and executed within a web page by an end user. We will offer this system to everybody to use free off charge. To generate revenue we will include some fee based services. Being a development stage company, we have no revenues and have limited operating history. Pladeo Corp. was incorporated in Nevada on February 2, 2012. To date we have prepared a business plan, registered a website domain (http://pladeo.com). Our principal executive office is located at Circuito Porta Vicenza 3108, Fracc. Porta Fontana, Leon, Mexico, 37134. Our phone number is +1 786 212 3337. THE OFFERING The Issuer: PLADEO CORP. Securities Being Offered: 10,000,000 shares of common stock Price Per Share: $0.01 Duration of the Offering: The offering shall terminate on the earlier of: (i) the date when the sale of all 10,000,000 common shares is completed; (ii) one year from the date of this prospectus; or (iii) prior to one year at the sole determination of the board of directors.. Net Proceeds $100,000 Securities Issued and Outstanding: There are 8,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our President, Secretary, Lisbeth Guerrero Registration Costs We estimate our total offering registration costs to be approximately $10,000 Risk Factors See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our financial statements for the period from February 16, 2012 to January 31, 2013. FINANCIAL SUMMARY January 31, 2013 ($) -------------------- Cash and Deposits 239 Total Assets 239 Total Liabilities 4,700 Total Stockholder's Equity (4,461) STATEMENT OF OPERATIONS Accumulated From February 16, 2012 to January 31, 2013 ($) -------------------- Total Expenses 12,461 Net Loss for the Period 12,461 Net Loss per Share 0

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+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to KINGMAN RIVER RESOURCES INC. CORPORATE BACKGROUND AND INFORMATION KINGMAN RIVER RESOURCES INC. Kingman River Resources Inc. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Kingman River Resources Inc. is engaged in the exploration for gold and other minerals. The Company has acquired comprises one MTO cell claim, one cell unit totaling 21.01 hectares. It is located 12 kilometres northeast of the town of Hope, BC, along BC Highway #5. We refer to these mining claims as the Crossing Property. This property is without known reserves. The Crossing Property currently comprises of one mineral claim containing one cell claim unit totaling 21.01 hectares; BC Tenure # Work Due Date Staking Date Total Area (Ha.) ----------- ------------- ------------ ---------------- 998902 June 19, 2013 1 21.01 We require an estimated total of $160,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Kingman River Resources Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2013 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2013 in order to conducts its operations. Our offices are located at: 250 King Street West, Dundas, Ontario, L9H 1V9. Telephone: (905) 628-6000 THE OFFERING Securities offered 7,000,000 shares of common stock Selling stockholder Braden Klumpp Offering price $0.002 per share Shares outstanding prior to the offering 15,000,000 shares of common stock Shares to be outstanding after the offering 15,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended Period Ended August 31, November 30, 2012 2012 ---------- ---------- Revenues 0 0 Operating expenses 13,675 1,995 Net loss from operations 13,675 1,995 Net loss before taxes 13,675 1,995 Loss per share - basic and diluted 0.00 0.00 Weighted average shares outstanding basic 15,000,000 15,000,000 BALANCE SHEET DATA At At August 31, November 30, 2012 2012 ---------- ---------- Cash and cash equivalents 16,325 16,325 Total current assets 16,325 16,325 Total assets 16,325 16,325 Management Accrual fee 0 1,995 Total liabilities 0 1,995 Common stock 15,000 15,000 Additional paid-in capital 15,000 15,000 Deficit accumulated during exploration period (13,675) (15,670) Total stockholders' equity 16,325 16,325

parsed_sections/prospectus_summary/2013/CIK0001555950_seaview_prospectus_summary.txt

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+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to SEAVIEW RESOURCES INC. CORPORATE BACKGROUND AND INFORMATION SEAVIEW RESOURCES INC. Seaview Resources Inc. was organized under the laws of the State of Nevada on June 1, 2012, to explore mineral properties in North America. Seaview Resources Inc. is engaged in the exploration for molybdenum and other minerals. The Company has acquired one MTO mineral claim totaling 209.62 hectares. It is located on Howe Sound, south of the headwaters of McNab Creek and approximately 40 km northwest of Vancouver, BC. We refer to these mining claims as the Seaview Property. This property is without known reserves. The Seaview Property comprises one mineral claim containing 10 cell claim units totaling 209.62 hectares in area. BC Tenure # Work Due Date Units Total Area (Ha.) ----------- ------------- ----- ---------------- 984102 May 7, 2013 10 209.62 We require an estimated total of $300,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Seaview Resources Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2013 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private placees once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2013 in order to conducts its operations. Our offices are located at: 270 Woodbury Drive, Sterrett, Alabama 35147. Telephone: (214) 329-9690 THE OFFERING Securities offered 5,000,000 shares of common stock Selling stockholder Virgil Perryman Offering price $0.002 per share Shares outstanding prior to the offering 15,000,000 shares of common stock Shares to be outstanding after the offering 15,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENTS OF INCOME Period Ended Period Ended August 31, November 30, 2012 2012 ---------- ---------- Revenues 0 0 Operating expenses 13,675 1,995 Net loss from operations 13,675 1,995 Net loss before taxes 13,675 1,995 Loss per share - basic and diluted 0.00 0.00 Weighted average shares outstanding basic 15,000,000 15,000,000 BALANCE SHEET DATA At At August 31, November 30, 2012 2012 ---------- ---------- Cash and cash equivalents 16,325 16,325 Total current assets 16,325 16,325 Total assets 16,325 16,325 Management accrual fee 0 1,995 Total Current Liabilities 0 1,995 Total Liabilities 0 1,995 Common stock 15,000 15,000 Additional paid-in capital 15,000 15,000 Deficit accumulated during exploration period (13,675) (15,670) Total stockholders' equity 16,325 16,325

parsed_sections/prospectus_summary/2013/CIK0001559125_gaspard_prospectus_summary.txt

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+The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to GASPARD MINING INC. CORPORATE BACKGROUND AND INFORMATION GASPARD MINING INC. Gaspard Mining Inc. was organized under the laws of the State of Nevada on May 31, 2012, to explore mineral properties in North America. Gaspard Mining Inc. is engaged in the exploration for uranium and other minerals. The Company has acquired one Mineral Title Online "MTO" mineral claim totaling 401.92 hectares. The Gaspard Uranium Property is located in Central British Columbia, about 70 km southwest of Williams Lake, BC. The property can be accessed by the dense network of logging roads in the area. We refer to these mining claims as the Gaspard Uranium Property. This property is without known reserves. To current date the Company has never commenced any operational/exploration activity other than issuing shares. The Gaspard Uranium Property comprises one MTO mineral claim containing 20 cell claim units totaling 401.92 hectares. BC Tenure # Work Due Date Units Total Area (Ha.) ----------- ------------- ----- ---------------- 983822 May 2, 2013 20 401.92 We require an estimated total of $360,000 to implement the three phases of our exploration plan. We have not yet commenced our exploration plan. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Gaspard Mining Inc.'s financial prospects and the Company's ability to continue as a going concern. We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. With its current assets, the Company can remain operational through 2012 if it does not complete Phase 1 of its program and only pays the government fees to keep the claims valid. However, the Company plans to raise the capital necessary to fund our business through a private placement and public offering of our common stock. The Company intends to work directly with private places once this registration statement is declared effective. The Company anticipates that they will have either a private placement or additional funding from its founder by the end of 2012 in order to conducts its operations. Our offices are located at: 12865 West Highway 40, Ocala, Florida, 34481 THE OFFERING Securities offered 10,000,000 shares of common stock Selling stockholder Stuart Carnie Offering price $0.002 per share Shares outstanding prior to the offering 20,000,000 shares of common stock Shares to be outstanding after the offering 20,000,000 shares of common stock Use of proceeds The Company will not receive any proceeds from the sale of the common stock by the selling stockholder. SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation." CONSOLIDATED STATEMENT OF INCOME Period Ended August 31, 2012 --------------- Revenues 0 Operating expenses 5,675 Net loss from operations (5,675) Net loss before taxes (5,675) Loss per share - basic and diluted 0.00 Weighted average shares outstanding basic 20,000,000 BALANCE SHEET DATA At August 31, 2012 ------------------ Cash and cash equivalents 18,825 Total current assets 18,825 Mineral property 8,500 ------- Total assets 27,325 Accounts payable 3,000 ------- Current liabilities 3,000 Total liabilities 3,000 Common Stock 20,000 Additional paid-in capital 10,000 Deficit accumulated during exploration period (5,675) ------- Total stockholders' equity 24,325 ------- Total liabilities and stockholders' equity 27,325 =======

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+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2013/CIK0001561504_ibex_prospectus_summary.txt

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+PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information regarding Top To Bottom Pressure Washing, Inc., ( Us, We, Our, "TTB, the Company, or "the Corporation") and our financial statements and the related notes appearing elsewhere in this prospectus. The Company is organized as a C corporation under the laws of the State of Florida. As a blank check company, we have operated as a pressure washing business since our inception in May of 2006, and continue to do so. We will consider a merger, acquisition or business combination if an appropriate target company is found. The Company s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through its current business operations as well as a possible business combination with a business to increase shareholder value. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Because the Company will not restrict its potential candidate target companies to any specific business, industry or geographical location, the impact of the seasonality of any given business or industry cannot be anticipated. The analysis of new business opportunities will be undertaken by or under the supervision of Michael J. Daniels, our Secretary/Treasurer, and Douglas P. Zolla, Jr. our President and our only officers. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors: a) Potential for growth, indicated by new technology, anticipated market expansion or new products; b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; c) Strength and diversity of management, either in place or scheduled for recruitment; d) Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; e) The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials; f) The extent to which the business opportunity can be advanced; g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and h) Other relevant factors. In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. The methods we will use to find a business combination target will be limited to the present contacts of our officers, directors and shareholders. We will not seek the services of any outside party to assist in the process locating a target for a business combination. We will not solicit potential investors to complete any business combination. If we cannot complete a business combination utilizing a stock for stock transaction then we will proceed with our present business model to continue to move our pressure washing business forward. Form of Acquisition The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the opportunity, and the relative negotiating strength of the Registrant and the target company. We will not seek any acquisition, merger or other business combination that will require us to pay any cash. Any business combination completed by our company will be a stock for stock transaction only. I-1 Link to Table of Contents Link to Financial Statements The Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called tax free reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the Code ) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other tax free provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders. We will not complete any transaction where any of our shareholders will have their stock positions reduced below their present holdings. In the case of an acquisition, merger or other business combination the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. Florida statutes, Title XXXVI Section 607.1101 et seq. provide that we are not required to put any acquisition, merger or business combination to the shareholders for a vote of approval. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. We estimate such cost to be approximately $15,000. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred. We will not pay any finder s fees in cash or through the issuance of shares regarding any business combination that may occur. We will not compensate any officer, director or other person such as a shareholder as a condition to which a target company must agree. We will not be seeking to enter into a business combination with a company in which our present management and majority shareholders have any interest in either directly or indirectly. We will not be using the services of any promoters, investor relations firms regarding contact with any potential business combination target companies. Present management has had a firm policy of completing a registration statement for the present shareholders since the agreement to purchase the present operational company. This policy was to prevent the sale of unregistered shares by the current shareholders. Additionally, the current majority shareholders have not registered their shares to prevent the use of these shares in the market to inflate the price of our stock in the event the company seeks to file a Form 211 Application under Rule 15c2-11 under the 1934 Securities and Exchange Act, as amended. Management will not change through a Board of Directors meeting or through a proposal to the current shareholders to change the policy of not paying any finder s fees in cash or through the issuance of shares regarding any business combination that may occur. Nor will we modify or change our policy regarding whether we enter into a business combination with a company in which our present management and majority shareholders have any interest in either directly or indirectly. We do not see any circumstances under which this policy would change. Financial Statements of Other Entities In addition to presenting its own financial statements we will be required to present up to three years of financial statements of other entities to complete any acquisition, merger or business combination. We will provide the current shareholders with a copy of the audited financial statements of any company that we believe we would propose a business combination with. We will not complete a business combination with any company where we would not gain 100% interest in the company with which a business combination would occur. We have not established a minimal value to be required of a potential target. Present management believes that it must exercise good business judgment when analyzing potential target companies. Immediate value of a target company may be difficult to assess based on a given technology it may have or is developing. We will attempt to convey to our shareholders what we see as the potential of a target company including the risks associated with the target company and any business combination will require a majority shareholder approval. The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered Corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities I-2 Link to Table of Contents Link to Financial Statements extremely difficult and complex. Our Officers and Directors will be responsible for locating potential target companies. In addition, our Officers and Directors will perform the due diligence they believe necessary prior to presentation to the shareholders. We will not use the services of any outside company or consultant to seek out target companies. Since we will be trying to locate only those companies that we can complete a deal with on a stock for stock basis we will not be seeking or soliciting prospective investors. The company will not use any public electronic means to solicit or seek potential target companies. The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the time required to conduct an initial public offering. The time factor can vary widely (could be as short as a month or take several years for example) and is unpredictable. A business combination with The Company may eliminate some of those unpredictable variables as the initial review process on a large active business could easily extend over a period of a year or more requiring multiple audits and opinions prior to clearance (a registration statement requires financials current within 135 days of the effectiveness of the registration statement, year-end audits are required annually and an opinion letter for a registration can go stale---which could result in multiple audits and opinion letters on a large filing which may take over a year for effectiveness. On the other hand a business combination with the Company may raise other variables such as the history of the Company having been out of the targets control and knowledge. Thus they have to rely on the representations of the Company in their future filings and decisions. In addition, the additional step of a business combination may increase the time necessary to process and clear an application for trading. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. If an entity is deemed a Shell Company the 8-K which must be filed upon the completion of a merger or acquisition requires all of the information normally disclosed in the filing of a Form 10. This would include audited financial statements, description of business, officer and director information and MD & A. In addition, once an acquisition is complete 10-Q s have to be filed quarterly, 10-K s annually and 8-K upon the occurrence of any material change. Depending upon the size of the company these costs could easily reach into the hundreds of thousands of dollars. Once deemed a Shell Company, Rule imposes additional restrictions on securities sought to be sold or traded under Rule 144. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, the officers and directors of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. The following are the requirements set forth under Rule 419 regarding the completion of a transaction as a blank check company. If we engage in a registration statement offering, our securities for sale as a blank check company, or with a company that would still be considered a shell company or blank check company, will require registration subject to Rule 419 of the Securities Act of 1933, as amended (the Securities Act ). The Securities and Exchange Commission has adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Should we file a registration statement offering of our securities for sale before we complete a business combination with an operating company, we would be considered a blank check company within the meaning of Rule 419 and any sales of the stock issued in the offering would require registration under the Securities Act, furthermore, the registered securities and the proceeds from an offering subject to Rule 419 require the following: 1) Deposit and investment of proceeds. All offering proceeds, after deduction of cash paid for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant shall be deposited promptly into the escrow or trust account; provided, however, that no deduction may be made for underwriting commissions, underwriting expenses or dealer allowances payable to an affiliate of the registrant. (i) Deposited proceeds shall be in the form of checks, drafts, or money orders payable to the order of the escrow agent or trustee. (ii) Deposited proceeds and interest or dividends thereon, if any, shall be held for the sole benefit of the purchasers of the securities. (iii) Deposited proceeds shall be invested in one of the following: (A) An obligation that constitutes a deposit , as that term is defined in section I-3 Link to Table of Contents Link to Financial Statements 3(l) of the Federal Deposit Insurance Act; (B) Securities of any open-end investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(4) of Rule 2a-7 under the Investment Company Act: (C) Securities that are direct obligations of, or guaranteed as to principal or interest by, the United States. (iv) Interest or dividends earned on the funds, if any, shall be held in the escrow or trust account until the funds are released in accordance with the provisions of this rule. IF funds held in the escrow or trust account are released to a purchase of the securities, the purchasers shall receive interest or dividends earned, if any, on such funds up to the date of release. If funds held in the escrow or trust account are released to the registrant, interest or dividends earned on such funds up to the date of release may be released to the registrant. (v) The registrant may receive up to 10 percent of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by paragraph (b)(2)(i) of this rule, exclusive of interest or dividends, as those proceeds are deposited into escrow or trust account. 2) Deposit of securities. All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. All securities issued in connection with the offering, whether or not for cash consideration and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities. Securities held in escrow or trust account are to remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights, if any, with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the escrow or trust account or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended, or Title 1 of the Employee Retirement Income Security Act, or the rules thereunder. Warrants, convertible securities or others derivative securities relating to securities held in the escrow or trust account may be exercised or converted in accordance with their terms; Provided however, that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the exercise or conversion, are promptly deposited into the escrow or trust account. 3) Release of deposited and funds securities. i) Post-effective amendment for acquisition agreement. Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the registrant and for which the fair value of the business(es) or net assets to be acquired represents at least Eighty percent (80%) of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of any securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, the registrant shall file a post-effective amendment disclosing the entire transaction. The following are the terms of the offering as included in our escrow agreement. Each purchaser has the right to receive information regarding an acquisition, including the requirement that pursuant to Rule 419(c) of the 1933 Securities Act Amended that purchasers must confirm in writing that investment in the securities registrant. Terms of the offering. The terms of the offering must provide, and the Company must satisfy, the following conditions. Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow or trust, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; I-4 Link to Table of Contents Link to Financial Statements Each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post-effective amendment to notify the Company in writing that the purchaser elects to remain an investor. If the Company has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interest or dividends, if any, held in the escrow or trust account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; The acquisition(s) meeting the criteria set forth in paragraph 4.1 of this section will be consummated if a sufficient number of purchasers confirm their investments; and If a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the effective date of the initial registration statement, funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date. Conditions for release of deposited securities and funds. Funds held in the escrow or trust account may be released to the Initial Shareholders and securities may be delivered to the purchasers or other registered holder identified on the deposited securities only at the same time as or after: The escrow agent or trustee has received a signed representation from the Company, together with other evidence acceptable to the escrow agent or trustee, that the requirements of paragraphs 4.1 and 4.2 of this section have been met; and Consummation of an acquisition(s) meeting the requirements of paragraph 4.2.3 of this section. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 4. Conditions for return of deposited securities and funds. If a consummated acquisition meeting the requirements Section 4 has not occurred by a date 18 months after the effective date of the initial registration statement, The funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchasers within five business days following that date. The securities held in the escrow or trust account shall be returned by first class mail or equally prompt means to the Initial Shareholders within five business days following that date. Our officers, directors and beneficial stockholders, have no intention of engaging in any public transactions with respect to the Company's Common Stock except in connection with or following a business combination resulting in the Company no longer being defined as a blank check issuer. Any public transactions in our Common Stock by will require compliance with the registration requirements under the Securities Act. Furthermore, if we publicly offer any securities as a condition to the closing of any acquisition or business combination while we are a blank check or shell company, we will have to fully comply with Rule 419 of the Securities Act and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information required by Regulation 14A of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were offered; if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following our advice about the proposed transaction, all funds that must be held in escrow by us under Rule 419, as applicable, will be promptly returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction of the foregoing conditions. In addition, if we enter into a transaction with a company that would still be considered a shell company or blank check company, the exemption from registration available from Rule 144, for the resales of our securities by our stockholders, would not be available to us. I-5 Link to Table of Contents Link to Financial Statements The Corporation Our Business Top To Bottom Pressure Washing, LLC was formed as a Limited Liability Company effective on May 26, 2006 under the Laws of the State of Florida. On June 1, 2012 the Company was converted into a Florida Profit Corporation with the name of the Top To Bottom Pressure Washing, Inc. ( TTB ). Since inception on May 25, 2006, Top To Bottom Pressure Washing, Inc. has engaged in the operation of a pressure washing company for both residential and commercial properties. As a blank check company, we will continue to do business as usual within Sarasota and the surrounding areas. Top To Bottom Pressure Washing, Inc. will continue to rely on its experience to try to be competitive in the marketing of its expertise of pressure washing both residential and commercial locations. Specializing in pressure washing concrete, sidewalks and curbs, homes, lania and pool cages. We believe that because we use personnel experienced as home specialists for the home and business we may have a competitive advantage. Due to recession that began in 2007 we have seen a fluctuation in the number of clients utilizing our Pressure Washing options. We believe we can increase our market share due to the quality of our work; however, there is no guarantee we will be able to do so. By analyzing the advertising of other competitive companies, we know that a low price advertising campaign for us will not be successful because competition has brought the pricing of our type of services to essentially the same price. We believe that by concentrating our efforts on the quality of our work while providing for cost effectiveness we can grow and expand our business however there is no guarantee that we will be successful at achieving growth and expansion. Our Sarasota office is our sole location and our efforts at expansion are focused solely on gaining additional market share for this location through a concentrated advertising effort. While our key person has over twelve (12) years experience in this business, we do believe that we have a competitive advantage as a result of this experience on smaller projects. Our competitors have personnel with more experience that may place us at a disadvantage with larger projects. Due to the number of competitors that have entered our target market, experience has become less of a competitive advantage. Being in a market segment with a high number of competitors makes any investment in our Company a high risk. We do compete with many local pressure washing businesses such as Ocean Image Pressure Washing, TC Pressure Washing and Nu-Look Pressure Cleaning and Home Services. These firms have experienced personnel, years in business, capitalization, and a reputation that make it difficult for us to compete with. As a result of such competition, we will concentrate our efforts on trying to more fully develop the personal relationship approach to our business to try to differentiate our company while utilizing a personal touch. Our State of Organization Top To Bottom Pressure Washing, LLC was formed as a Limited Liability Company effective on May 26, 2006 under the Laws of the State of Florida. On June 1, 2012 the Company was converted into a Florida Profit Corporation with the name of the Top To Bottom Pressure Washing, Inc. Top To Bottom Pressure Washing, Inc., as a blank check company, was incorporated on June 1, 2012 under the laws of the State of Florida. Our principal address is 6371 Business Boulevard, Suite 200, Sarasota, Florida 34240. Our phone number is (941) 927-9700 mobile or (941) 907-8481 office. The Offering Number of Shares Being Offered We are offering to sell up to 1,400,000 shares of common stock at the fixed price of $0.10 per share for the duration of the offering or until such time as the stock is listed on the OTCBB or other exchange at which time the selling security holders may then sell at the prevailing market price or at privately negotiated prices. Number of Shares Outstanding After the Offering 5,900,000 shares of our common stock are issued and outstanding. We have no other securities issued. Use of proceeds We will not receive any of the proceeds from the sale of shares of common stock by the selling security holders. I-6 Link to Table of Contents Link to Financial Statements Plan of Distribution The Offering is made by the selling security holders named in this Prospectus to the extent they sell shares. We may or may not seek quotation of our common stock on the Over-the-Counter-Bulletin-Board ( OTCBB ). Management has made no decision as to whether to seek a listing and will not do so until such time as it can properly make a decision based on the value to the shareholders of such a listing. No assurance can be given that our common stock will be approved for quotation on the OTCBB even if we make application to the OTCBB. Selling security holders, as underwriters, must sell their shares at $0.10 per share for the duration of this offering or until the stock is listed on the OTCBB or other exchange and then they may sell their shares at prevailing market prices or at privately negotiated prices.

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+AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, WE, US, OUR, AND ARTEC CONSULTING CORP. REFERS TO ARTEC CONSULTING CORP. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. ARTEC CONSULTING CORP. We are a development stage company and intend to commence operations in the business of distribution of crystal white glass floor tile. We plan to conduct our proposed business and locate our prospective customers in Europe. Artec Consulting Corp. was incorporated in Nevada on August 6, 2012. We intend to use the net proceeds from this offering to develop our business operations (See Description of Business and Use of Proceeds ). To implement our plan of operations we require a minimum of $35,000 for the next twelve months as described in our Plan of Operations. We expect our operations to begin to generate revenues during months 8-12 after completion of this offering. However, there is no assurance that we will generate any revenue in the first 12 months after completion our offering or ever generate any revenue. Being a development stage company, we have very limited operating history. If we do not generate any revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Allmandring str. 22d - 31, Stuttgart, Germany 70569. Our phone number is (702) 879-4245. From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (August 6, 2012) through January 31, 2013, reports no revenues and a net loss of $3,041. Our independent registered public accounting firm has issued an audit opinion for Artec Consulting Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan and entered into a Marketing and Sales Distribution Agreement with Guangdong Stone Trading Co., Ltd on January 4, 2013. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. Proceeds from this offering are required for us to proceed with your business plan over the next twelve months. We require minimum funding of approximately $35,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $35,000, our business may fail. We do not anticipate earning revenues until we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities. Page | 5 THE OFFERING The Issuer: ARTEC CONSULTING CORP. Securities Being Offered: 5,000,000 shares of common stock. Price Per Share: $0.02 Duration of the Offering: The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 5,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part. Gross Proceeds $100,000 Securities Issued and Outstanding: There are 7,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Elizaveta Padaletc. If we are successful at selling all the shares in this offering, we will have 12,000,000 shares issued and outstanding. Subscriptions All subscriptions once accepted by us are irrevocable. Registration Costs We estimate our total offering registration costs to be approximately $8,000.

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+included elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in the Notes. You should read the following summary carefully together with the more detailed information, the section entitled Risk Factors beginning on page 7 and the audited consolidated financial statements of US Foods, including the accompanying notes, and the unaudited consolidated interim financial statements of US Foods, including the accompanying notes, included elsewhere in this prospectus before making any investment decision. Our Company We are a leading foodservice distributor, and one of only two national foodservice distributors in the United States. In fiscal year 2012, we generated approximately $22 billion in net sales providing an important link between over 5,000 suppliers and our more than 200,000 foodservice customers nationwide. We offer an extensive array of fresh, frozen and dry food and non-food products with approximately 350,000 stock-keeping units or SKUs as well as value-added distribution services that meet specific customer needs. We have also developed what we believe to be one of the most extensive private label product portfolios in the foodservice distribution industry, representing approximately 30,000 SKUs and over $6 billion in net sales in fiscal year 2012. In addition, many of our customers depend on us for critical business functions, including product selection, menu preparation and costing strategies. We market our food products through a sales force of approximately 5,000 associates to a diverse mix of foodservice customers. Our principal customers include independently owned, single location restaurants, regional concepts, national chains, hospitals, nursing homes, hotels and motels, country clubs, fitness centers, government and military organizations, colleges and universities and retail locations. Our customers are managed either locally or by our national sales team. Due to the similarity of our operations across the country, we manage our operations as a single operating segment that encompasses 64 divisions nationwide. Our primary operating activities include providing a broad line of foodservice products and value-added distribution services focused on meeting the needs of our customers. We support our business with one of the largest private refrigerated fleets in the United States, with approximately 6,000 refrigerated trucks traveling approximately 230 million miles annually. We also provide our customers with expertise for their center of the plate needs through our Stock Yards brand and essential restaurant equipment and supplies through US Foods Culinary Equipment & Supplies. Industry Overview The foodservice distribution industry is highly fragmented with approximately 16,500 foodservice distributors nationwide. The foodservice distribution industry includes a wide spectrum of companies ranging from businesses selling a single category of product (e.g., produce) to large broadline distributors with many divisions and thousands of products across all categories. Recent trends show large-scale distributors taking market share from smaller regional and local distributors as a result of acquisitions of smaller distributors by larger distributors. We expect this trend to continue through additional acquisitions and also organically due to scale efficiencies inherent to larger distributors with broader product and value-added service offerings. Based upon data provided by the USDA Economic Research Service, for over 25 years prior to 2008, the foodservice market in the United States was characterized by stable, predictable industry growth with annual year-over-year increases in total food purchases by dollar value. In 2008, the economic recession and dislocation in the financial markets adversely impacted the foodservice industry leading to unprecedented levels of decline, impacting both large and small operators. In 2010, as the macroeconomic environment began to recover, the Table of Contents The information in this prospectus is not complete and may be changed. The selling noteholders named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 12, 2013 PRELIMINARY PROSPECTUS $26,183,000 8.5% Senior Notes due 2019 US FOODS, INC. Selling noteholders, affiliates of Kohlberg Kravis Roberts & Co., L.P., may sell, from time to time, up to $26,183,000 aggregate principal amount of our 8.5% Senior Notes due 2019 (the Notes ). We are not selling any Notes pursuant to this prospectus. We will not receive any proceeds from the sale of the Notes by the selling noteholders. The selling noteholders may offer for sale 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. For additional information on the methods of sale, you should refer to the section of this prospectus entitled Plan of Distribution. We will bear all expenses in connection with this offering of our Notes, other than any underwriting fees, discounts, selling commissions and transfer taxes, if any. Interest on the Notes will accrue at a rate of 8.5% per annum and will be payable on June 30 and December 31 of each year. The Notes will mature on June 30, 2019 unless earlier redeemed. At any time (which may be more than once) on or prior to June 30, 2014, we may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium plus accrued and unpaid interest to the redemption date. Beginning on June 30, 2014, we may redeem some or all of the Notes at specified redemption prices plus accrued and unpaid interest to the redemption date. The Notes are our unsecured senior 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 Notes; rank equally in right of payment to all of our existing and future debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Notes; and are effectively subordinated in right of payment to all of our existing and future secured debt, 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 Notes. The Notes are fully and unconditionally guaranteed on an unsecured basis by the subsidiaries indicated herein. We have not applied, and do not intend to apply, for listing of the Notes on any national securities exchange. You should carefully read this prospectus before you invest. Investing in our Notes involves risk. See Risk Factors beginning on page 7. Neither the Securities and Exchange Commission (the SEC or the 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 THIS PROSPECTUS DOES NOTE CONSTITUTES AN OFFER TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. MARKET AND INDUSTRY DATA Information in this prospectus about the foodservice distribution industry, including our general expectations concerning the industry, are based on estimates prepared using data from various sources and on assumptions made by us. We believe data regarding the foodservice industry are inherently imprecise, but generally indicate our size and position within the industry. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to our general expectations concerning the foodservice industry, involve risks and uncertainties and are subject to change based on various factors, including those discussed

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+PROSPECTUS SUMMARY As used in this prospectus, references to the Company, we, our , us or Sipup Corporation refer to Sipup Corporation unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. 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. Our Company Sipup Corporation was incorporated on October 31, 2012, under the laws of the State of Nevada, for the purpose of producing, packing and selling flavoured yogurts. We are a development stage company that has not realized any revenues to date, and our accumulated deficit as of November 30, 2012 is $5,864. To date we have raised an aggregate of $3,000 through a private placement of our securities. Proceeds from the private placement were used for working capital. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The Company s principal offices are located at Willy-Brandt-Anlage 20, 64823 Gross Umstadt, Germany. Our telephone number is +49-1521-4984-548. We are in the early stages of developing our business, which is to produce, pack and sell flavoured yogurts. Our plan of operations over the 12 month period following successful completion of our offering of $50,000 is to use (1) $7,000 to open and set up a small office and warehouse, (2) $5,000 to purchase ingredients and supplies (eg. Yogurt containers and non-tampered lids, (3) $8,000 to purchase used or lease out cheap machinery (eg. Heat seal liner and heating pads) (4) $10,000 to pay a salary to Rashid Naeem, our President and sole director, (5) $10,000 for legal and accounting fees and (6) $10,000 for costs associated with being a reporting issuer under the Securities Exchange Act of 1934, as amended. In the event that we raise $37,500, we will use such funds as follows: (i) $8,000 for legal and accounting fees, (ii) $7,000 for costs associated with being a reporting issuer, (iii) $6,000 for setting up a small office and warehouse, (iv) $5,000 to purchase ingredients and supplies, (v) $7,000 to purchase used or lease machinery, and $4,500 for salary payments. In the event that we raise $25,000, we will use such funds as follows: (i) $7,000 for legal and accounting fees, (ii) $6,000 for costs associated with being a reporting issuer, (iii) $4,000 for setting up a small office and warehouse, (iv) $4,000 to purchase ingredients and supplies, and (v) $4,000 to purchase used or lease machinery. In the event that we raise $12,500, we will use such funds as follows: (i) $7,000 for legal and accounting fees, (ii) $5,500 for costs associated with being a reporting issuer. See Use of Proceeds on page 14. The rationale of our sole officer and director to make the Company become a public company is based on his subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), which provides investors with updated material information about the Company and the ability of the Company s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of common stock quoted on the OTC Bulletin Board or the OTCQX tier of the OTC Markets. Our sole officer and director believes that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act and reluctance of persons qualified to serve as directors of the Company because of a director s exposure to possible legal claims. We plan to raise the additional funding for our twelve month business plan by way of private debt or equity financing, but have not commenced any activities to raise such funds. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with our twelve month business plan. From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officer and sole director, contacting FDA, and preparing our recipes. We received our initial funding of $3,000 through the sale of common stock to our President and director, who purchased 3,000,000 shares of common stock at $0.001 per share. Our financial statements from inception on October 31, 2012 through November 30, 2012 report no revenues and a net loss of $5,864. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Rashid Naeem, our President, sole director and officer did not agree to serve as an officer or director of the Company at least in part due to a plan, agreement or understanding that he and she, respectively, would solicit, participate in, or facilitate the sale of the enterprise to (or a business combination with) a third party looking to obtain or become a public reporting entity, and Mr. Naeem also confirms that he has no such present intention. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. We are an emerging growth company within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see RISK FACTORS--RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS on page 9 of this prospectus. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and director will be solely responsible for selling shares under this offering and no commission will be paid on any sales. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. 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 information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. Under U.S. federal securities legislation, our common stock will be penny stock . Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Summary Financial Information The tables and information below are derived from our audited financial statements for the period from October 31, 2012 (Inception) to November 30, 2012. Our working capital deficit as at November 30, 2012 was $5,864. November 30, 2012 ($) Financial Summary (Audited) Cash and Deposits 2,993 Total Assets 2,993 Total Liabilities 5,857 Total Stockholder s Equity (Deficit) (2,864) Accumulated From October 31, 2012 (Inception) to November 30, 2012 ($) Statement of Operations Total Expenses 5,864 Net Loss for the Period (5,864) Net Loss per Share 0.00 The Offering Securities offered: 1,000,000 shares of our common stock, par value $0.001 per share. Offering price: $0.05 Duration of offering: The 1,000,000 shares of common stock are being offered for a period of 8 months. Net proceeds to us: $50,000, assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 14. Market for the common shares: There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Shares outstanding prior to offering: 3,000,000 Shares outstanding after offering: 4,000,000

parsed_sections/prospectus_summary/2013/CIK0001565700_hutn-inc_prospectus_summary.txt

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+PROSPECTUS SUMMARY
+ 
+
+ To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 8 and the financial statements.
+ 
+
+ General
+ The registrant was incorporated under the laws of the State of Colorado in March 2007.
+ 
+
+ Operations
+ The registrant is a bail bonds provider. Its principal activity is providing bail bonding, primarily for individuals charged with smaller crimes, ranging from $1,000 to $10,000. 
+ 
+
+ Common Shares 
+ Outstanding prior 
+ to the Offering 
+ 10,000,000
+ 
+
+ Sales by Selling
+ Security Holders
+ We are registering common shares on behalf of selling security holders in this prospectus. The selling security holders must sell their common shares at a fixed price of $0.015 until our common shares are quoted on a market or securities exchange. Thereafter, the selling security holders may sell at prevailing prices or privately negotiated prices. 
+ 
+
+ We will not receive any cash or other proceeds in connection with the subsequent sales. We are not selling any common shares on behalf of selling security holders and have no control or effect on the selling security holders.
+ 
+
+ Termination of the 
+ Offering 
+ The offering will commence on the effective date of this prospectus and will terminate on or before April 30, 2014. In management s sole discretion, we may terminate the offering before all of the common shares are sold.
+ 
+
+ 
+
+ 7
+ 
+
+ 
+
+ 
+
+ Market for our common 
+ stock 
+ Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. We intend to quote our common shares on a market or securities exchange.
+ 
+
+ Use of proceeds
+ We will not receive any proceeds from the resale of common shares by the selling security holders for shares currently outstanding. 
+ 
+
+ 
+
+ 8
+ 
+
+ 
+
+ 
+
+ RISK FACTORS
+ 
+
+ Our business is subject to numerous risk factors, including the following.
+ 
+
+ 1. We cannot offer any assurance as to our future financial results. 
+ 
+
+ We were incorporated in March 2007 for the original purpose of pursuing a business combination. In October 2009, we purchased A Alpha Bail Bonds LLC to effect a reorganization. Our principal activity is providing bail bonding, primarily for individuals charged with traffic offenses, domestic disputes, minor drug offenses and crimes emanating there from, including forgery, petty theft, burglary and similar crimes ranging from $1,000 to $10,000. There is no assurance that we will be able to generate revenues in the future that will be sufficient for us to become profitable. There can be no assurance that we will ever achieve profitability.
+ 
+
+ We do not have a profitable operating history, and as a result, there is a high level of risk in investing in our company. There is a potential absence of liquidity since there is currently no established public trading market for our securities and an active trading market in our securities may not develop or, even if it is developed, may not be sustained.
+ 
+
+ 2. If we lose the services of any of our key personnel, we may not be able to operate our business as effectively.
+ 
+
+ Our success depends on its management team and other key personnel, the loss of any of whom could affect its business operations. Our future success will depend in substantial part on the continued service of its senior management. 
+ 
+
+ The registrant does not carry key person life insurance in respect to any of its officers or employees. Our future success will also depend on our continued ability to attract, retain and motivate key staff. The company cannot assure that it will be able to retain its key personnel or that it will be able to attract, assimilate or retain qualified personnel in the future.
+ 
+
+ 3. Future regulations may negatively affect our profitability and our ability to continue operations.
+ 
+
+ There is no assurance that future regulatory, judicial and legislative changes will not have a materially adverse effect on our business or those regulators or third parties will not raise material issues with regard to the company s business or operation, or our compliance or non-compliance with applicable regulations. Furthermore, any changes in applicable laws or regulations may have a materially adverse effect on the registrant.
+ 
+
+ 
+
+ 9
+ 
+
+ 
+
+ 4. There is no trading market for our securities and there can be no assurance that such a market will develop in the future.
+ 
+
+ There is no assurance that a market will develop in the future or, if developed, that it will continue. In the absence of a public trading market, an investor may be unable to liquidate his investment in our company.
+ 
+
+ 5. If our application to trade our common stock is approved, our stock will be considered a penny stock so long as it trades below $5.00 per share. This can adversely affect its liquidity.
+ 
+
+ We intend to use a broker or dealer to file an application to trade our common stock on the OTCBB. If this application is approved, of which there can be no assurance, it is anticipated that our common stock will be considered a penny stock and will continue to be considered a penny stock so long as it trades below $5.00 per share. As a result, trading in our common stock will be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, brokers and dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker or dealer must make an individualized written suitability determination for the purchaser and receive the purchaser s written consent prior to the transaction.
+ 
+
+ SEC regulations also require additional disclosure in connection with any trades involving a penny stock, including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities. In addition, few brokers or dealers are likely to undertake these compliance activities. Price fluctuations and the lack of a liquid market make trading in penny stocks a riskier investment.
+ 
+
+ 6. Many of our directors and executive officers will devote only such time as necessary to our business. As a result, they may not be able to spend enough time necessary to move our business forward.
+ 
+
+ Our chief executive officer, Robert Copley, Jr., is our only full time employee, and devotes an average of 40 hours per week to the operations of the business. Our other directors and executive officers are not full time employees and thus will only devote as much time as is deemed necessary to the operation of the business. We estimate that our other directors and executive officers will spend no more than 20 hours a week 
+ 
+
+ 10
+ 
+
+ 
+
+ performing services for our business. If our other directors and executive officers cannot devote the appropriate amount of time to the registrant at the exact time needed it could lead to interruptions in implementing the registrant s business plans. As a result, the registrant s success could be negatively impacted.
+ 
+
+ 7. Our offering price is arbitrary and bears no relationship to our assets, earning, or book value.
+ 
+
+ There is no present public trading market for the Company s common shares and the price at which the shares are being offered bears no relationship to conventional criteria such as book value or earnings per share. There can be no assurance that the offering price bears any relation to the current fair market value of the common stock.
+ 
+
+ 8. Our cash flows from operations may become insufficient to pay our operating expenses.
+ 
+
+ We cannot assure you that we will be able to maintain sufficient cash flows to fund operating expenses. As we continue to operate, the sufficiency of cash flow to fund our business is dependent on our ability to generate profits. Should we be unable to generate sufficient income, we may have to seek alternate sources of funding in order to continue operation.
+ 
+
+ 9. We may be unsuccessful in implementing required internal controls over financial reporting.
+ 
+
+ We are not currently required to comply with the SEC s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.
+ 
+
+ Our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an emerging growth company as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.
+ 
+
+ 
+
+ 11
+ 
+
+ 
+
+ Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.
+ 
+
+ 10. We may sell additional securities of the registrant in the future, which may dilute the value of your common shares.
+ 
+
+ The registrant may issue equity and debt securities in the future. These issuances and any sales of additional securities may have a depressive effect upon the market price of the registrant s common shares and investors in this offering. There is no guarantee that shares sold will maintain the same value as when they were purchased.
+ 
+
+ 11. We may have insufficient investors, resulting in the suspension of our reporting obligations.
+ 
+
+ It is likely that we will have less than three hundred record holders at the end of our next fiscal year and at the conclusion of the offering. As such, there is a significant risk that our reporting obligations under Section 15(d) of the Securities Exchanges Act will be suspended under that section and that we will not be required to provide periodic reports following the Form 10-K that will be required for the fiscal year in which our registration statement becomes effective. As a result, it is possible that quarterly information regarding our financial position will not be available to potential investors.
+ 
+
+ 12. We are not registering a class of securities under Section 12 of the Securities Exchange Act. As such, we will have different reporting requirements under Section 15(d) than we would under Section 12.
+ 
+
+ We will not be a fully reporting company and will only comply with the limited reporting requirements imposed on Section 15(d) filers. Section 15(d) filers are not required to send or gather proxy statements from shareholders, nor are they required to file ownership forms. As a result, it is possible that you may not be informed of company actions as you would for a Section 12 filer.
+ 
+
+ 13. We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our results of operations.
+ 
+
+ As a public company, we will incur legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank 
+ 
+
+ 12
+ 
+
+ 
+
+ Wall Street Reform and Consumer Protection Act, as well as rules implemented by the Securities and Exchange Commission and other applicable securities or exchange-related rules and regulations. In addition, our management team will also have to adapt to the requirements of being a public company. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.
+ 
+
+ The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management s attention from other business concerns, our results of operations could be adversely affected.
+ 
+
+ However, for as long as we remain an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. 
+ 
+
+ We will remain an emerging growth company for up to five years, although we would cease to be an emerging growth company prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.
+ 
+
+ 14. We are an emerging growth company and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
+ 
+
+ We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments 
+ 
+
+ 13
+ 
+
+ 
+
+ not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
+ 
+
+ In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

parsed_sections/prospectus_summary/2013/CIK0001566011_pbf_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1