FORM CF-2
DISCLOSURE DOCUMENT

(Exact name of Company as set forth in Articles of Incorporation or Charter)
Date of the Disclosure Document and the most recent amendment:__________
All information must be accurate and complete in all material respects as of the date of this Form CF-2
and of the date of any sale of securities pursuant to this Form CF-2. Note that under Rule 51-3.22(D),
this Form CF-2 and any documents incorporated into this Form CF-2 must be amended within five
business days of any material change, addition, or update.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH, APPROVED
BY, OR RECOMMENDED BY ANY FEDERAL OR STATE AGENCY. IN
MAKING AN INVESTMENT DECISION, PURCHASHERS MUST RELY ON
THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR DIVISION OR OTHER
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE
ADEQUACY
OF
THIS
DOCUMENT.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED BY SUBSECTION (e) OF SECURITIES AND EXCHANGE
COMMISSION RULE 147, 17 CFR 230.147(e), AS PROMULGATED PURSUANT
TO THE FEDERAL “SECURITIES ACT OF 1933,” AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 THE OFFERING
1.

Type of securities offered:
Minimum number offered:
Maximum number offered:
Price per security: $
Total proceeds:
If minimum sold: $
If maximum sold: $
Deadline to reach the minimum offering amount:
If equity securities (including securities convertible into equity securities) are to be offered:
Amount of authorized securities:
Amount of issued and outstanding securities:

2.

Is a licensed broker-dealer or sales representative involved in this offering? YES( ) NO( )
If yes, identify the broker-dealer or sales representative:
Name:
Address:
City, State, Zip Code:
Telephone Number:
Website:
Name:
Address:
City, State, Zip Code:
Telephone Number:
Website:
Is an on-line intermediary involved in this offering? YES( ) NO( )
If yes, identify the on-line intermediary:
Name:
Address:
City, State, Zip Code:
Telephone Number:
Website:
Is there other compensation to selling agent(s) or finders who are not licensed broker-dealers or
sales representatives being paid as a result of this offering? YES( ) NO( )
If yes, list the type and amount of commission:
If yes, identify such selling agents or finders:
Name:
Address:
City, State, Zip Code:
Telephone Number:
Website:

FORM CF-2
Colorado Division of Securities

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 Name:
Address:
City, State, Zip Code:
Telephone Number:
Website:
THE COMPANY
3.

Exact name of issuer:
State and date of incorporation or organization:
Street address of principal office:
Company telephone number:
Person(s) to contact with respect to offering:
Telephone number (if different from above):
RISK FACTORS

4.

List the factors which the issuer considers to be the most substantial risks to an investor in this
offering in view of all facts and circumstances or which otherwise make the offering one of high
risk or speculative:
(Type responses here)
BUSINESS AND PROPERTIES

5.

With respect to the business of the issuer and its properties:
(A)

Describe the general character of the business, including details about what the company
does and proposes to do, what products or goods are or will be produced or services that
are or will be rendered:
(Type response here)

(B)

Describe how these products or services are to be produced or rendered and how and
when the company intends to carry out its activities:
(Type response here)

(C)

Describe the industry in which the company is selling or expects to sell its products or
services and, where applicable, any recognized trends within that industry:
(Type response here)

(D)

Describe the marketing strategies the company is employing or will employ in
penetrating its market or in developing a new market:

FORM CF-2
Colorado Division of Securities

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 (Type response here)
(E)

If the company’s business, products, or properties are subject to material regulation
(including environmental regulation) by federal, state, or local agencies, indicate the
nature and extent of regulation and its effects or potential effects upon the company:
(Type response here)

(F)

Summarize the most important events in the development of the company during the past
five years, or for whatever lesser period the company has been in existence. Discuss any
pending major transactions, such as anticipated mergers, acquisitions, spin-offs or
recapitalizations:
(Type response here)

(G)

If the company was not profitable during the last fiscal year, list below in chronological
order the events in management’s opinion which must or should occur or the milestones
which the company must or should reach in order for the company to become profitable,
and indicate the expected manner of occurrence or the expected method by which the
company will achieve the milestones:
(Type response here)

(H)

State the probable consequences to the company of delays in achieving each of the events
or milestones within the above time schedule, and particularly the effect of any delays
upon the company’s cash flow and ability to satisfy its operating obligations in view of
the company’s then anticipated level of operating costs:
(Type response here)

(I)

Describe generally the principal assets or properties (such as real estate, plant and
equipment, patents, etc.) that the company owns, indicating also what properties it leases
and a summary of the terms under those leases, including the amount of payments,
expiration dates, and the terms of any renewal options. Indicate what assets or properties
the company intends to acquire in the immediate future, the cost of such acquisitions, and
the sources of financing it expects to use in obtaining these properties, whether by
purchase, lease or otherwise:
(Type response here)

USE OF PROCEEDS
FORM CF-2
Colorado Division of Securities

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 6.

The table below sets forth the uses of the proceeds and the percentages of the funds raised in this
offering:

Note: This table should discuss the use of proceeds covering a period of at least six and up to 12 months
of operations.

Total Proceeds
Less: Offering Expenses
Commissions and Finders Fees
Legal & Accounting
Copying & Advertising
Other (Specify)
Total Expenses

IF MINIMUM AMOUNT
SOLD
$
%
100%

IF MAXIMUM AMOUNT
SOLD
$
%
100%

Net Proceeds from Offering
Uses of Net Proceeds

Total Use of Net Proceeds
7.

(A)

100%

100%

If material amounts of funds from sources other than this offering are to be used in
conjunction with the proceeds from this offerings, state the amounts and sources of such
other funds, and whether funds are firm or contingent:
(Type response here)
If contingent, explain:
(Type response here)

(B)

If any material part of the proceeds is to be used to repay existing indebtedness,
describe the terms of such indebtedness, including interest rates and whether the
creditor is an officer, director, employee, or principal stockholder of the issuer or their
associate. If the indebtedness to be discharged was incurred within the current or
previous fiscal year, describe the use of the proceeds of such indebtedness:

FORM CF-2
Colorado Division of Securities

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 (Type response here)
(C)

If any material amount of the proceeds is to be used to acquire assets, other than in the
ordinary course of business, briefly describe and state to the cost of the assets and other
material terms of the acquisitions. If the assets are to be acquired from officers, directors,
employees or principal stockholders of the company or their associates, give the names of
the persons from whom the assets are to be acquired and set forth the cost to the
company, the method followed in determining the cost, and any profit to such persons:
(Type response here)

(D)

If any amount of the proceeds is to be used to reimburse any officer, director, employee
or stockholder for services already rendered, assets previously transferred, or monies
loaned or advanced, or otherwise explain:
(Type response here)

8.

Indicate whether the company is having or anticipates having within the next 12 months any cash
flow or liquidity (i.e., the ability to satisfy its payment obligations as they become due) problems
and whether or not it is in default or in breach of any note, loan, lease or other indebtedness or
financing arrangement requiring the company to make payments. Indicate if a significant amount
of the company’s trade payables have not been paid within the stated trade term. State whether
the company is subject to any unsatisfied judgments, liens, or settlement obligations and the
amounts thereof. Indicate the company’s plans to resolve any such problems:
(Type response here)

9.

Indicate whether management, based on its reasonable assumptions, believes that the proceeds
from this offering will satisfy the company’s cash requirements for the next 12 months, and
whether it will be necessary to raise additional funds. State the source of additional funds, if
known:
(Type response here)

10.

The securities being offered hereby are:
( ) Common Stock
( ) Preferred Stock
( ) LLC Membership or Partnership Interests
( ) Promissory Notes
( ) Units of two or more types of securities, composed of:
( ) Other. Describe:

11.

If the securities are equity securities, the securities have:
YES( ) NO( ) Voting rights

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Colorado Division of Securities

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 YES( ) NO(
YES( ) NO(
YES( ) NO(
YES( ) NO(
YES( ) NO(
securities)
YES( ) NO(
YES( ) NO(

) Special voting rights, including protective provisions
) Preemptive rights (i.e., the right to participate in future financings)
) Preference as to dividends or interest
) Anti-dilution rights
) Redemption rights (i.e., the right to require the company to repurchase the
) Preference upon liquidation or sale of the company
) Other special rights or preferences. Specify and explain:

(Type response here)
12.

Are the securities convertible into another type or class of security? YES( ) NO( )
If so, state the terms of such conversion:
(Type response here)

13.

If securities are notes or other types of debt securities:
(A)

What is the interest rate?
%
If interest rate is variable or multiple rates, describe:
(Type response here)

(B)

What is the maturity date? ____/____/______
If serial maturity dates, describe:
(Type response here)

(C)

Is the company required to set aside funds on a scheduled basis to ensure sufficient fund
availability at maturity? YES( ) NO( )
Describe:
(Type response here)

(D)

Is there an agreement which contains covenants and creates obligations for the benefit of
the investors? YES( ) NO( )

(E)

Is there an intercreditor agreement? YES( ) NO( )
If so, will an agent be appointed to serve as the agent of the investors? YES( ) NO( )
Name, address, and telephone number of administrative agent:

(F)

Are the securities prepayable at the option of the company? YES( ) NO( )
Describe, including prepayment premium, if any:
(Type response here)

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Colorado Division of Securities

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 (G)

Are the securities collateralized by real or personal property? YES( ) NO( )
Describe:
(Type response here)

(H)

If these securities are subordinated in right of payment of interest or principal or lien
position, explain the terms of such subordination:
(Type response here)
How much current outstanding indebtedness of the company is senior to the securities in
right of payment of interest or principal? $
How much indebtedness shares in right of payment on an equivalent (pari passu) basis? $
How much indebtedness is or will be junior (subordinate) to the securities? $
Is there a limitation on the amount of indebtedness the company may incur after the
offering?

14.

If securities are preferred stock:
Will there be dividends payable on the preferred stock? YES( ) NO( )
Will the dividends continue to accrue if they are not paid? YES( ) NO( )
Will accrued and unpaid dividends be added to the liquidation preference (if any) of the
preferred stock? YES( ) NO( )

15.

If securities are capital stock of any type, indicate restrictions on dividends under loan or other
financing arrangements or otherwise:
(Type response here)

NOTE: Attach to this Disclosure Document copies or a summary of the charter, bylaw, or contractual
provision or document that gives rise to the rights of holders of preferred stock, notes, or other securities
being offered.
PLAN OF DISTRIBUTION
16.

Describe any material relationships between any broker-dealer, sales representative, on-line
intermediary, selling agents or finder identified in response to question 2 (above) and the
company or its management:
(Type response here)

17.

(A)

Name, address and telephone number of financial institution where funds will be
deposited into an escrow account:
Name:

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Colorado Division of Securities

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 Address:
City, State, Zip Code:
Telephone Number:
(B)

Date on which funds will be returned if minimum proceeds are not
raised:____/____/_____.
MANAGEMENT OF THE COMPANY

18.

Chief Executive Officer:
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
Name of employers, titles and dates of positions held during the past five years with an
indication of job responsibilities:

Education (degrees, schools, and dates):

Director of the company?1 YES( ) NO( )
19.

Chief Operating Officer:
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
Name of employers, titles and dates of positions held during the past five years with an
indication of job responsibilities:

Education (degrees, schools, and dates):

1

In this question and the following questions, the term “director” would include persons filling a
role for an issuer that is not a corporation similar to that of a director. For example, this would include a
manager of a limited liability company or a general partner of a partnership.
FORM CF-2
Colorado Division of Securities

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 Director of the company? YES( ) NO( )
20.

Chief Financial Officer:
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
Name of employers, titles and dates of positions held during the past five years with an
indication of job responsibilities:

Education (degrees, schools, and dates):

Director of the company? YES( ) NO( )
21.

Other Key Personnel:
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
Name of employers, titles and dates of positions held during the past five years with an
indication of job responsibilities:

Education (degrees, schools, and dates):

Director of the company? YES( ) NO( )
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
FORM CF-2
Colorado Division of Securities

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 Telephone Number:
Name of employers, titles and dates of positions held during the past five years with an
indication of job responsibilities:

Education (degrees, schools, and dates):

Director of the company? YES( ) NO( )
22.

Number of directors:
If directors are not elected annually, or are elected under a voting agreement or other
arrangement explain:
(Type response here)

23.

(A)

Information concerning outside or other directors and other persons holding a role in the
issuer similar to that of a director of a corporation (such as, for example, a manager of a
limited liability company or a general partner of a partnership) (i.e., those not described
above):
Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
Name of employers, titles and dates of positions held during the past five years with
an indication of job responsibilities:

Education (degrees, schools, and dates):

Name:
Title:
Age:
Office Street Address:
City, State, Zip Code:
Telephone Number:
FORM CF-2
Colorado Division of Securities

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 Name of employers, titles and dates of positions held during the past five years with
an indication of job responsibilities:

Education (degrees, schools, and dates):

(B)

If the company has never conducted operations or is otherwise in the development stage,
indicate whether any of the officers or directors (or persons holding roles similar to that
of a director) have ever managed any other company in the start-up or development stage
and describe the circumstances, including relevant dates:
(Type response here)

(C)

If any of the company’s key personnel are not employees but are consultants or other
independent contractors, state the details of their engagement by the company:
(Type response here)

(D)

If the company has key man life insurance policies on any of its officers, directors, or key
personnel, explain, including the names of the persons insured, the amount of insurance,
whether the insurance proceeds are payable to the company and whether there are
arrangements that require the proceeds to be used to redeem securities or pay benefits to
the estate of the insured person or to a surviving spouse:
(Type response here)

24.

If a petition under the Bankruptcy Act or any state insolvency law was filed by or against the
company or its officers, directors or other key personnel, or a receiver, if fiscal agent or similar
officer was appointed by a court for the business or property of any such persons, or any
partnership in which any of such persons was general partner at or within the past five years, or
any corporation or business association of which any such person was an executive officer, at or
within the past five years, set forth below the name of such persons, and the nature and date of
such actions:
(Type response here)
LITIGATION

25.

Describe any past, pending or threatened litigation or administrative action which has had or may
have a material effect upon the company’s business, financial condition, or operations, including
any litigation or action involving the company’s officers, directors or other key personnel. State
the names of the principal parties, the nature and current status of the matters, and amounts

FORM CF-2
Colorado Division of Securities

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 involved. Give an evaluation by management or counsel, to the extent feasible, of the merits of
the proceedings of litigation and the potential impact on the company’s business, financial
condition, or operations:
(Type response here)
MISCELLANEOUS FACTORS
26.

Describe any other material factors, either adverse or favorable, that will or could affect the
company or its business (for example, discuss any defaults under major contracts, entry into the
market of a large competitor, potential loss of key supplier, any immediate cash flow needs, etc.)
or which are necessary to make any other information in this disclosure document not misleading
or incomplete:
(Type response here)
FINANCIAL STATEMENTS

27.

Attach, if available, the issuer’s most recent balance sheet, profit and loss statement, and cash
flow statement. Note, if the issuer is raising more than $1 million in any twelve month period,
the above-referenced financial statements must comply with section 11-51-308.5(3)(a)(II) and
Rule 51-3.22(C).
ESCROW AGREEMENT

28.

Attach a copy of the escrow agreement that controls the terms of the escrow account established
pursuant to section 11-51-308.5(3)(a)(IV)(D) and Rule 51-3.24(F).

FORM CF-2
Colorado Division of Securities

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 INVESTOR ACKNOWLEDGEMENT
I UNDERSTAND AND ACKNOWLEDGE THAT I AM INVESTING IN A HIGH-RISK,
SPECULATIVE BUSINESS VENTURE. I MAY LOSE ALL OF MY INVESTMENT, OR
UNDER SOME CIRCUMSTANCES MORE THAN MY INVESTMENT, AND I CAN AFFORD
THIS LOSS. THIS OFFERING HAS NOT BEEN REVIEWED OR APPROVED BY ANY
STATE OR FEDERAL SECURITIES COMMISSION OR DIVISION OR OTHER
REGULATORY AUTHORITY AND NO SUCH PERSON OR AUTHORITY HAS
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY
DISCLOSURE MADE TO ME RELATING OT THIS OFFERING. THE SECURITIES I AM
ACQUIRING IN THIS OFFERING CANNOT BE READILY SOLD, ARE ILLIQUID, THERE
IS NO READY MARKET FOR THE SALE OF SUCH SECURITIES, IT MAY BE DIFFICULT
OR IMPOSSIBLE FOR ME TO SELL OR OTHERWISE DISPOSE OF THIS INVESTMENT,
AND, ACCORDINGLY, I MAY BE REQUIRED TO HOLD THIS INVESTMENT
INDEFINITELY. I MAY BE SUBJECT TO TAX ON MY SHARE OF THE TAXABLE
INCOME AND LOSSES OF THE COMPANY, WHERE OR NOT I HAVE SOLD OR
OTHERWISE DISPOSED OF MY INVESTMENT OR RECEIVED ANY DIVIDENDS OR
OTHER DISTRIBUTIONS FROM THE COMPANY.

Investor – Print Name:
Investor – Address:
Investor – Telephone:
Investor – Email:
Investor – Other Contact Information:
_________________________________
Signature

FORM CF-2
Colorado Division of Securities

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