where the final offering circular or the offering statement of which such final offering circular is part, may be obtained on EDGAR and contact information sufficient to notify a purchaser where a request for a final offering circular can be sent and received in response. Regulation A+ permits delayed or continuous offerings if the securities: (1) relate to secondary sales by or on behalf of persons other than the issuer; (2) relate to a reinvestment plan or employee benefit plan; (3) are issued upon the exercise of outstanding options, warrants or rights, or upon conversion of other outstanding securities; (4) are pledged as collateral, or (5) are part of an offering which commences within two days after the qualification date, will be offered on a continuous basis, may continue to be offered for 30 days from initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the original qualification date. circular. At the market offerings are not permitted. All documents filed or provided to the SEC must be filed with the SEC electronically on EDGAR. an exit report within 30 calendar days after the termination or completion of the offering. Other than the exit report, issuers using Tier 1, have no periodic reporting obligations. Issuers in a Tier 2 offering must file: (1) annual reports on Form 1-K; (2) semi- annual reports on Form 1-SA; (3) current event reports on Form 1-U; or 1-SA. Issuers in Tier 1 offerings must register or qualify their offering in each state in which they seek to offer or sell securities pursuant to Regulation A+ under the coordinated state review program offered by the North American Securities Administrators Association (NASAA) at www.nasaa.org. required to register or qualify their offerings with state securities regulators. Tier 2 offerings remain subject to state law enforcement and antifraud authority, and may be subject to filing fees and be required to file any materials that the issuer has filed with the SEC in the states in which they intend to offer or sell securities. Securities sold under Regulation A+ are not "restricted securities" under the Securities Act and are not subject to the Securities Act limitations on resale that apply to securities sold in private offerings, however, resales of securities issued in a Regulation A+ offering must be registered, or offered or sold pursuant to exemption from registration with state securities regulators. available at http://www.sec.gov/divisions/corpfin/ guidance/securitiesactrules-interps.htm#182.01. business primarily involves managing operations that are located outside those countries is considered to have its principal place of business located in the United States or Canada if its officers, partners, or managers primarily direct, control and coordinate the issuer's activities from the United States or Canada. See SEC, Compliance and Disclosure Interpretations, supra note 13, at Question 182.03. communications. 8 The annual income and net worth of natural persons is C.F.R. §230.501. qualified pursuant to Tier 2 of Regulation A+ one year or more after the qualification of an offering for which investment limitations previously applied, purchasers of the underlying securities for which investment limitations would apply at that later date may determine compliance with the ten percent (10%) investment limitation using the conversion, exercise, or exchange price to acquire the underlying securities at that later time without aggregating such price with the price of the overlying warrants or convertible securities. See 17 C.F.R. §230.251, note to paragraph (d)(2)(i)(C). 11 17 C.F.R. §230.251(f). 12 17 C.F.R. §230.257(b)(4). 13 See SEC, Compliance and Disclosure Interpretations, |