SEC1972 (5/17)

FORM D

Notice of Exempt Offering of Securities

Securities and Exchange Commission
Washington, DC 20549

(See instructions beginning on page 7)

OMB APPROVAL
OMB Number: 3235-0076
Expires: July 31, 2027
Estimated average burden
hours per response: 5.00

Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

Item 1. Issuer's Identity

Item 2. Principal Place of Business and Contact Information

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

Phone No.

Item 3. Related Persons

Last Name

First Name

Middle Name

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

Relationship(s):

Executive Officer

Director

Promoter

Clarification of Response (if necessary)

(Identify additional related persons by checking this box and attaching Item 3 Continuation Page(s).)

FORM D - U.S. Securities and Exchange Commission - Washington, DC 20549

Item 4. Industry Group (Select one)

Item 5. Issuer Size (Select one)

FORM D - U.S. Securities and Exchange Commission - Washington, DC 20549

Item 6. Federal Exemptions and Exclusions Claimed (Select all that apply)

Item 7. Type of Filing

New Notice

OR

Amendment

Date of First Sale in this Offering: OR

First Sale Yet to Occur

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?

Yes

No

Item 9. Type(s) of Securities Offered (Select all that apply)

Equity

Debt

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Pooled Investment Fund Interests

Tenant-in-Common Securities

Mineral Property Securities

Other (describe)

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

No

Clarification of Response (if necessary)

Item 11. Minimum Investment

Minimum investment accepted from any outside investor $

FORM D - U.S. Securities and Exchange Commission - Washington, DC 20549

Item 12. Sales Compensation

Item 13. Offering and Sales Amounts

(a) Total Offering Amount	$	OR	Indefinite
(b) Total Amount Sold	$
(c) Total Remaining to be Sold (Subtract (b) from (a))	$	OR	Indefinite

Clarification of Response (if necessary)

FORM D - U.S. Securities and Exchange Commission - Washington, DC 20549

Item 14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering:

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

Item 15. Sales Commissions and Finders' Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$	Estimate
Finders' Fees	$	Estimate

Clarification of Response (if necessary)

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$

Estimate

Clarification of Response (if necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission. In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

Issuer(s)

Name of Signer

Signature

Title

Number of continuation pages attached:

Date

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information.

FORM D

U.S. Securities and Exchange Commission
Washington, DC 20549

Items 1 and 2 Continuation Page

Item 1 and 2. Issuer's Identity and Contact Information (Continued)

FORM D

U.S. Securities and Exchange Commission
Washington, DC 20549

Item 3 Continuation Page

Item 3. Related Persons (Continued)

Last Name

First Name

Middle Name

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

Relationship(s):

Executive Officer

Director

Promoter

Clarification of Response (if necessary)

Last Name

First Name

Middle Name

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

Relationship(s):

Executive Officer

Director

Promoter

Clarification of Response (if necessary)

Last Name

First Name

Middle Name

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

Relationship(s):

Executive Officer

Director

Promoter

Clarification of Response (if necessary)

FORM D

U.S. Securities and Exchange Commission
Washington, DC 20549

Signature Continuation Page

Signature and Submission

The undersigned is the duly authorized representative of the issuer(s), identified in the field beside the individual's name below.

Issuer(s)

Name of Signer

Signature

Title

Date

Issuer(s)

Name of Signer

Signature

Title

Date

Issuer(s)

Name of Signer

Signature

Title

Date

FORM D

Notice of Exempt Offering of Securities

Revenue Range
(for issuer not specifying "hedge" or "other investment" fund in Item 4 above)

Aggregate Net Asset Value Range
(for issuer specifying "hedge" or "other investment" fund in Item 4 above)

FORM D

FORM D

FORM D

FORM D

Notice of Exempt Offering of Securities

Revenue Range(for issuer not specifying "hedge" or "other investment" fund in Item 4 above)

Aggregate Net Asset Value Range(for issuer specifying "hedge" or "other investment" fund in Item 4 above)

FORM D

FORM D

FORM D

Revenue Range
(for issuer not specifying "hedge" or "other investment" fund in Item 4 above)

Aggregate Net Asset Value Range
(for issuer specifying "hedge" or "other investment" fund in Item 4 above)