Material Change Request.

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Amendments to Offering Statement

An issuer must file with the Commission and provide to investors and the relevant intermediary an amendment to the offering statement filed on Form C (§ 239.900 of this chapter) to disclose any material changes, additions or updates to information that it provides to investors through the intermediary’s platform, for any offering that has not yet been completed or terminated. The amendment must be filed on Form C: Amendment (Form C/A) (§ 239.900 of this chapter), and if the amendment reflects material changes, additions or updates, the issuer shall check the box indicating that investors must reconfirm an investment commitment within five business days or the investor’s commitment will be considered cancelled.

General Information

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Your name*

First Last

Your email address*

Enter Email Confirm Email

What is the name of your Offering?*

Please summarize the material change to your offering necessitating this filing.*

§227.201 (a) Basic Information About the Company

If the Company's phone number has changed, provide it here.

If the Company's email address has changed, provide it here.

If the Company's mailing address has changed, provide it here.

Street Address Address Line 2 City State ZIP Code

Where will you keep investors updated of the project or company's progress?*

Please provide the website url you will use for project updates.

§227.201 (b) Director and Officers of the Company

Have the Directors and Officers of the Company changed?*

Yes

Is (or will) the Manager of the Company be a person, or another Company?*

A person

Another Company

What's their name*

First Last

What's their title?*

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What is (or will be) the name of the Managing Company?*

Who will control the Managing Company?*

First Last

What's their title?*

If the Managing Company is an LLC then typically the title will be Manager or Managing Member.

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's their country of citizenship?*

What's their DOB*

Key Persons

This question asks for very specific information about each person who is an officer or director of the Company. By “officer,” we mean a President, Vice-President, Secretary, Treasurer, Chief Financial Officer, Comptroller, or Chief Accounting Officer. 1. Include anyone who serves (or will now serve) in the role of an officer or director even if he or she doesn’t have the title. 2. If your Company is a LLC, include anyone who is a manager or an officer. If your LLC is managed by its members, include all members. 3. If your Company is a general partnership, include any individual who is a general partner or an officer. 4. Include officers and directors of the SPV if you are using one (and if they are different). Upload a sheet with additional persons if you have more than two who fit this description.

Does this material change include a change to key persons?*

Yes

New key person*

First Last

Home address*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Company position*

All positions with the Company and How Long for Each Position

Check all that apply to this person*

A beneficial owner

A director

An officer

A conrol person

Business experience during the last 3 years.*

Principal occupation during the last 3 years.*

Has this person been employed by anyone else during the last 3 years?*

Yes

List the name of the other employers and their principal business.*

Upload Government Issued Photo ID*

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Max. file size: 50 MB, Max. files: 5.

Upload the same information for each additional key person here

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Accepted file types: pdf, jpgpng, doc, Max. file size: 50 MB, Max. files: 10.

§227.201(c) Each Person Who Owns 20% or More of the Voting Power.

This question asks for the name of each person who owns 20% or more of the voting power of the Company. This should be based on current ownership at the time you’re filling this form with the SEC, not based on the ownership that will exist after your offering is closed. 1. If your Company is a corporation, make the 20% calculation based on who has the right to vote for the election of directors. 2. If your Company is a limited liability company managed by its members, make the 20% calculation based on who has the right to make decisions. 3. If your Company is a limited liability company managed by one or more managers, the manager(s) typically hold the “voting power.” 4. If your Company is a limited partnership, the general partner(s) typically hold the “voting power.”

Has voting power in your Company changed?*

Yes

List each person who owns 20% or more of voting power by name below.*

The rule only requires a name.

§227.201 (d) The Company's Business and Business Plan

Provide a detailed description of all business updates*

This should include changes to financials, projections, business plan, operating agreement and even images that you’d like updated on the listing page

Upload updated business plan

NOTE: Be sure to annotate clearly the changes made and list the pages that have changed.

Drop files here or

Accepted file types: jpg, png, doc, xlxs, xls, numbers, pdf, pptx, Max. file size: 50 MB, Max. files: 10.

Upload all other amended files

NOTE: Be sure to annotate clearly the changes made and list the pages that have changed.

Drop files here or

Accepted file types: jpg, png, doc, xlxs, xls, numbers, pdf, pptx, Max. file size: 50 MB, Max. files: 20.

§227.201(g) Target Offering Amount and Offering Deadlne.

Do you want to change the minimum target amount for your offering?*

Yes

What is the new minimum target offering amount?*

Please enter a number from 25000 to 200000.

§227.201(h) Commitments that Exceed the Target Offering Amount

Do you want to change the maximum amount you want to raise?*

Yes

What is the new maximum amount you'd like to raise?*

This is the total amount you would like to raise, in dollars.

Please enter a number from 100000 to 5000000.

§227.201(i) How the Company Intends to Use the Money Raised in the Offering

Will the use of money raised in the offering change?*

Yes

If you raise your minimum target goal, what will you spend it on?*

List everything you will use the minimum target funds for with the $ amount assigned to each item Your list MUST total your minimum target goal. We’re looking for generalized descriptions such as Purchase of property, construction or soft costs.

Use of money

How much

If you raise the entire amount, what will you spend it on?*

List everything you will spend the funds on if you raise your maximum goal! Provide a $ amount for each item Your list MUST total your maximum goal. We’re looking for generalized descriptions such as Purchase of property, construction or soft costs.

Use of money

How much?

§227.201(m) Terms of the Securities

Will the terms of the securities change?*

Yes

Describe how the terms of your "offering" are changing.*

NOTE: Please provide detail. This must include 1) Equity, debt of revenue sharing. 2) Interest rate or preferred return. 3) Share of profit and anything else that would be included in a legal description to investors.

What is the smallest investment amount you will accept from investors?*

§227.201(p) Indebtedness of the Company

We need to understand the “material” indebtedness of the Company, meaning indebtedness that is significant relative to the value of the Company as a whole. In addition to the indebtedness listed in the table, we also have miscellaneous “trade debt,” meaning debt to trade creditors like landlords, lawyers, and accountants. Please list all of the debt below – do not leave anything out.

Has the indebtedness of the Company changed?*

Yes

List all creditors below completing all fields.*

Creditor

Amount

Interest rate

Maturity date

§227.201(r) Transactions Between the Company and “Insiders”

The term “transaction” means any business transaction, including stock purchases, salaries, property rentals, consulting arrangements, guaranties, etc. 1) Include only transactions that occurred since the beginning of your last fiscal year (the one before the current fiscal year) and transactions that are currently planned. 2) Include only transactions that involved an amount of money (or other value) greater than 5% of the total amount you’ve raised in Regulation Crowdfunding during the last 12 months, plus the Target Offering Amount for the current Offering. For example, if you haven’t raised money using Regulation Crowdfunding before, and your current Target Offering Amount is $600,000, include only transactions that involved more than $30,000 each. 3) Include only transactions between the Company and: Anyone listed in your answer to question 227.201(b); or Anyone listed in your answer to question 227.201(c); or If the Company was organized within the last three years, any promotor you’ve used; or Any family member of any of those people, meaning a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent (meaning someone you live with and can’t stand), sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships; or Any corporation or other entity in which any of those people owns an interest.

Have any "insider" fees been added or changed?*

Yes

List all fees to be paid by the Company to an insider*

List each fee type to be paid, the party being paid and the amount. Some examples are a developer fee, contracting fees, property management fees or other fee or payment.

Amount

Fee type

Fee recipient

§227.201(s) The Company’s Financial Condition

Do you want to extend your offering past April 30?*

If you want to extend your offering past April, new financials must be submitted for the prior calendar year.

Yes

What would you like the new end date of your offering to be?*

Upload profit and loss statement for prior calendar year*

Provide a statement that shows two separate columns for the last two calendar years.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Upload balance sheet for prior calendar year*

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Upload statement of cash flows for prior calendar year*

Provide a statement that shows two separate columns for the last two calendar years.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Payment form – Material Change request.*

Price:

Phone

This field is for validation purposes and should be left unchanged.

The fee for a material change is $300.

Answering these questions will provide of the information we need to draft a Form CA for your review.

You can save and return to this form if you bookmark the url. However, uploads cannot be saved, so wait until you are ready to submit before uploading them.

Your Form CA (and the appendices that will be attached to it) are required to be registered with the SEC. Accuracy and completeness is of utmost importance for this submission.

If your amendment reflects material changes, additions or updates, investors must reconfirm their investment commitment within five business days or the investor’s commitment will be considered cancelled.

This is your disclosure packet and amendment. We’ll review and add comments to your content to conform to regulatory requirements and best practices. You will need to work with us to ensure your amendment is complete.

All fields are required to be completed in order to submit.