228.01 Issuer is conducting a Regulation A offering of units consisting of common stock and warrants to purchase common stock. The warrants will not be exercisable until at least one year from the completion of the Regulation A offering, and the issuer intends to register the exercise of the warrants on a registration statement when they become exercisable. Because the warrants are not exercisable for at least one year, the issuer is not deemed to be offering the common shares underlying the warrants in the Regulation A offering. Hence, the exercise price of the warrants will not be included in calculating the aggregate offering price under Securities Act Rule 251(b), although the warrant value as part of the unit will be included. The registration statement covering the exercise of the warrants can be filed and declared effective before the expiration of one year so long as the warrants by their terms cannot be exercisable before one year from the completion of the Regulation A offering. [Apr. 24, 2009]