AMENDED[1]JOBS ACT / REGULATION A, AS AMENDED - OFFERING CIRCULAR[2]
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND THE STATE OF NEW YORK
- OFFICE OF THE ATTORNEY GENERAL - INVESTOR PROTECTION UNIT  DO NOT PASS UPON
THE MERITS OF OR GIVE APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE
OFFERING, OR PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR
OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION WITH THE COMMISSION AND PURSUANT TO REGISTRATION WITH THE
STATE OF NEW YORK; HOWEVER, NEITHER THE COMMISSION NOR THE STATE OF NEW YORK
HAVE MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER
ARE EXEMPT FROM REGISTRATION.[3]
Issuing Company: Western Gateway Region Rural Broadband Company, Inc.
Issuers Representative: Tony Ramos, President
2426 L'Enfant Square, SE
Suiite 700
Washington, D.C. 20020
202-236-3427
tramos@urbroadband.com
DATE OF OFFERING CIRCULAR: December 5, 2017
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: Currently
qualified to sell
DESCRIPTION OF SECURITIES: $5,000.00 / $20,000,000.00 common/voting shares /
Tier 1 Regulation A[4]
MATERIAL RISK: THE COMPANY HAS NO OPERATING HISTORY. SEE OTHER RISKS SHOWN IN
THIS OFFERING CIRCULAR.
MITIGATION OF RISK FACTOR: THREE-DAY RIGHT OF WITHDRAWAL AFTER SIGNING OF SALES
CONTRACT
UNDERWRITERS: none.
DISTRIBUTION SPREAD TABLE*
Asking price to public
	Underwriting discounts and commissions*
	Proceeds to Issuer or to other persons per unit
	Termination date
	Total maximum securities offered
	Total minimum securities offered
	$1.50  per share[5]
	Sellers:none other than the Issuer's representative as of this amendment
	100% to Issuing company[6]
	Four years after last qualification date
	13,333,333
	3,333
	*Per Model B instructions, investors are advised as follows: as of the date of
qualification by the SEC and the State of New York, the Issuer has not retained
any third-party sellers, to whom commissions would be paid, and therefore, no
cash or any other commissions would be paid as of that date. That said, the
Issuer will seek such third-party sellers as they become known, and, upon the
retainer of any, this Offering Circular will be amended, and, should it have
been already provided to any potential or real investors, will be provided to
them as amended, and the link to the full EDGAR file will also be posted on the
Internet with the original Offering Circular at www.urbroadband.com.


TABLE OF CONTENTS


TABLE OF
CONTENTS.......................................................................
............................i-ii


I . INTRODUCTION - FORWARD-LOOKING
STATEMENT DISCLAIMER AND OFFERING SUMMARY...1-11


II . ITEM 1. SUMMARY INFORMATION,
RISK FACTORS AND
DILUTION.......................................................................
............................................11-27


III . ITEM 2 . PLAN OF DISTRIBUTION......27-29


IV. ITEM 3 . USE OF PROCEEDS TO ISSUER....30-36


V . ITEM 4 DESCRIPTION OF BUSINESS.....36-46


VI. ITEM 5 . DESCRIPTION OF PROPERTY.....47-49


VII. ITEM 6. DIRECTORS, EXECUTIVE OFFICERS
AND SIGNIFICANT EMPLOYEES...50-62


VIII. ITEM 7. REMUNERATION OF DIRECTORS
AND OFFICERS62

IX . ITEM 8 . SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS ...................63-65


X. ITEM 9. INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS..........65-69


XI. ITEM 10 . SECURITIES BEING OFFERED......69-75


XII. ITEM 11. THIRD-PARTY
SELLERS........................................................................
..75


XIII. ITEM 12. COMPLIANCE - FOREIGN INVESTMENT AND
        NATIONAL SECURITY ACT OF
2007....................................................................75


i


XIV. ITEM 13. ANTI-MONEY LAUNDERING &
       REPORTING OF SUSPICIOUS
ACTIVITY.............................................................76


XV. ITEM 14. ALTERNATIVE PAYMENT METHODS
       ON BLOCKCHAIN
TECHNOLOGY.....................................................................
.....77


XVI. ITEM 15. REQUEST FOR
       CONTINUING
QUALIFICATION..................................................................
.............77






























































ii




I .


 INTRODUCTION


A .  FORWARD-LOOKING STATEMENT DISCLAIMER

This Offering Circular relates to the offer and sale of up to $20,000,000.00[7]
in JOBS Act Regulation A - Tier 1 common voting shares at the asking price of
$1.50 per share, to be issued by Western Gateway Region Rural Broadband
Company, Inc. (hereinafter, WGR.) The parent company, Rural Broadband Company,
Inc. (hereinafter, RBC), posts its JOBS ACT offerings on its website at
www.urbroadband.com. The principal offices are located at  2426 L'Enfant
Square, SE, Suite 700, Washington, D.C. 20020. The phone number for these
offices is (202) 462-5238.

This forward-looking disclaimer is governed by 15 U.S.C  78u-5(c). The
statements in this offering circular may contain forward-looking statements.
Such statements relate to future, not past, events. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or
"target." Forward-looking statements, by their nature address matters that are,
to different degrees, uncertain, including expected cash and non-cash charges,
expected income, earnings per share, revenues, organic growth, margins, cost
structure, restructuring charges, cash flows, return on capital, capital
expenditures, capital allocation or capital structure, and dividends.
Particular uncertainties that could cause actual results to be materially
different than those expressed in these forward-looking statements may include
obtaining or the timing of obtaining, any required regulatory reviews or
approvals, and the ability to reduce costs as WGR executes on its
installations, changes, and/or variations in law, economic and financial
conditions, the impact of conditions in the existing served broadband market,
and variable conditions that may affect the user adoption rate for broadband in
the unserved areas where WRG plans to make its installations.
1
Further uncertainties may include the ability to maintain a credit rating, and
the impact on funding costs and competitive position if WGR does not do so, the
adequacy of cash flows and earnings, and other conditions which may affect
WGR's ability to pay a dividend or to repurchase shares, which may be affected
by its cash flows and earnings, and other factors.
Other uncertainties may include the inability to convert pre-order commitments
into orders, the price which WGR may realize on orders since commitments are
stated at list prices, customer actions or developments such as cancellations
and other factors that may affect the level of demand and financial performance
of the customers which WGR serves, the effectiveness of WGR's risk management
framework, the impact of regulation and regulatory, investigative and legal
proceedings and legal compliance risks, including the impact of regulation and
litigation, WGR's capital allocation plans, as such plans may change including
with respect to the timing and size of share repurchases, acquisitions, joint
ventures, dispositions and other strategic actions, WGR's success in
completing, including obtaining, regulatory and zoning approvals.
Further, uncertainties may limit WGR's success in integrating acquired
businesses and operating joint ventures, its ability to realize anticipated
earnings and savings from transactions, to acquire businesses and joint
ventures, the impact of potential information technology or data security
breaches, and other factors are described throughout this offering circular.
These or other uncertainties may cause WGR's actual future results to be
materially different than those expressed in these forward-looking statements.
WGR does not undertake to update its forward-looking statements.
WGR's public communications and SEC filings may include certain forward-looking
projected financial information that is based on current estimates and
forecasts. Actual results could differ materially.
The securities offered herein are speculative securities. Investment in the
securities involves significant risk, and investors are required to hold the
investment for a definite period of time. The investor should purchase these
securities only if the investor can afford a complete loss of the investment.












2



No Federal or State securities commission has approved, disapproved, endorsed,
or recommended this offering. The investor should make an independent decision
whether this offering meets the investment objectives and financial risk
tolerance level of the investor. No independent person has confirmed the
accuracy or truthfulness of this disclosure, nor whether it is complete. Any
representation to the contrary is illegal. Furthermore, these authorities have
not passed upon the accuracy or adequacy of this offering circular. Any
representation to the contrary is a criminal offense.

This offering circular contains all of the representations by the company
concerning this offering. No person shall make different or broader statements
than those contained herein. Investors are cautioned not to rely upon any
information not expressly set forth in this offering circular.


In making an investment decision, investors must rely on their own examination
of the company and the terms of the offering, including the merits and risks
involved.


The securities being offered have not yet been qualified under Federal or State
law. WGR plans to qualify its offering, initially, with the State of New York
as a qualifying State, so that its offering with the Securities and Exchange
Commission may be qualified as a JOBS Act - Regulation A - Tier 1 Offering. WGR
plans to require any third-party sellers to prove to investors, their
registration to, and qualification to sell these securities in the States where
they are authorized.


No person has been authorized to give any information or to make any
representations other than those contained in or incorporated by reference in
this offering circular, and, if given or made, such information or
representations must not be relied upon as having been authorized by WGR.


The website at www.urbroadband.com and corporate blog located thereon, as well
as Facebook and Twitter, contain a significant amount of general information
about WGR. WGR encourages investors to visit the website and social media sites
from time to time, as information is updated and new information is posted.
The investor should consult with any attorneys, accountants and other
professional advisors as to the legal, tax, accounting and other consequences
of an investment in WGR.


3
B.OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering
Circular. This summary is not complete and does not contain all of the
information that the investor should consider before investing. The investor
should carefully read the entire Offering Circular, especially concerning the
risks associated with the investment in the securities covered by this Offering
Circular discussed throughout this document. WGR uses the term WGR to refer to
Western Gateway Region Rural Broadband Company, Inc., a Delaware corporation.
As indicated above, some of the statements in this offering circular are
forward- looking statements.
This Offering Circular relates to the Offering of up to $20,000,000.00,[8]
including up to $6 million which may be sold by third-party sellers of common
voting shares at the asking price of $1.50 per share.
The business originally formed in order make application for Federal grant
funding for rural broadband in the year, 2009. There are now a group of
companies that seek funding from government procurement opportunities, that is
grants and bids, at the Federal and State levels, including WGR. With the
advent of the JOBS Act, in 2013, WGR added equity funding to its portfolio of
funding sources. Upon funding, WGR seeks to use the proceeds from those sources
to build broadband interconnector infrastructure in what is known as the
unserved rural census blocks and other such areas, in the rural United States.
The group made WGR a formal company, after passage of the JOBS Act. Thus, upon
its effective date in 2013, the group registered WGR under JOBS Act, Rule 506,
with the filing of Form Regulation D, with the Securities and Exchange
Commission (hereinafter, the SEC).
In 2015, the SEC made applicable the second of three JOBS Act offering
opportunities, Regulation A, anecdotally known as Reg. A+. With the opening of
Reg. A+, WGR made this application to the SEC. WGR has been notified by the SEC
that, upon qualification by a State, as required under the Reg. A+ Tier 1
rules, the SEC application will be qualified.
4
According to the Federal Communications Commission (hereinafter, the FCC),
there are a minimum of 84,000 census blocks that are unserved for broadband in
the rural United States. There are currently more than 46 million people living
in the rural United States. Thus, the task is quite large.
Because certain rules concerning exempt limited offerings and transactions
govern the exemption, WGR started its Rule 506 JOBS Act offering with a one
class/one price format of an asking price of $1.50 per share/common voting
stock. For consistency, WGR carries that scenario into its JOBS Act Reg. A+
offerings, including in this offering circular.
When considering the extensive recitation as to forward-looking statements
shown above, as well as other significant risk factors discussed throughout
this offering circular, including in this summary, and as otherwise required by
JOBS Act rules, WGR includes in any investment contract, a 3-day right of
withdrawal clause, as well as a waiver of the 3-day right of withdrawal.
Investing in WGR is not without risks, and there is no guarantee of a return on
investment. The investment contract gives WGR  the sole discretion in applying
any amounts that it receives from an investor. If WGR becomes subject to a
bankruptcy or similar proceeding, a holder of a security will have a general
unsecured claim against WGR that may or may not be limited in recovery.
The intended focus of WGR's business is the last mile rural broadband
interconnector sector. WGR focuses on rural census blocks that are deemed
unserved for broadband by either the FCC, or any other Federal agency or
Department, or any State. WGR may also conduct surveys, where evidence suggests
that, despite not being on any Federal or State map, there is no broadband in
certain rural census block areas.
Proceeds from the investments typically will be applied towards the
installation, first, of the connector or  middle mile infrastructure. The last
mile refers to not an actual last mile, but more to the anecdotal, as if
crossing the finish line in a drawn out process. The last mile is, basically,
the last part of the outside infrastructure, say on a residence. For those who
have cable of fiber in their home, the last mile is where the connection box on
the outside of the home is located.
For those who have a wireless connection, the last mile is where the receiving
device is placed on the home to receive the wireless signal from, say, a cell.
tower. For those homes that have satellite, the last mile is basically the dish
that is bolted to the home. WGR's systems may include components of wireless,
cable, fiber or satellite as a last mile interconnector.
5
The last mile interconnects with a middle mile interconnector infrastructure.
That is the infrastructure that is, for example, in a cable/fiber system,
running along the right-of-way out by the sidewalk on a residential street. In
a satellite connection, the middle mile starts at the satellite. With wireless,
the middle mile starts at the place where the wireless signal is sent to the
residence, and could be a cell. tower,  a sending radio bolted to a mast to a
barn, or a silo on a farm, as examples.
Interconnector companies like WGR do not provide actual program content to
residents. Residents are free to purchase all manner of retail convenience
products and services that make modern life on the internet more enjoyable.
Thus, residents can sign up with their own email accounts, or use, for example,
Gmail. While WGR will provide streaming video equipment, and provide a consumer
choice as to what any customer may want to watch, from Netflix, Hulu, Crackle,
HBO or any of the others, WGR does not provide content shows or any other
streaming service. Such distinction keeps separate the key function of the
interconnector sector, infrastructure, from the Broadband Internet Access
Service (hereinafter, BIAS) service provider sector, typically the local cable
company, or, as indicated, streaming video companies. This specific BIAS
definition was expanded in the FCCs most recent open Internet rules.
In the second instance, proceeds from the investment will be applied towards
the installation of last  mile outside infrastructure components at the homes
and residences of customers. This function is much like installing the cable
box or satellite dish on the outside of the home. In some instances, wireless
radios that have been approved by the FCC under a technology called white space
will be utilized. In other areas, however, more traditional wireless
technology, known anecdotally as microwave will be utilized, in each case
depending on the terrain, among other factors. For areas where the terrain
completely prohibits those technologies, WGR will make every attempt to provide
satellite interconnector service.
In the third instance, proceeds from the investment, will be applied for the
purchase,  installation and customer use of the kit components inside the home.
The kit is basically the same, at this stage of the installation, as with any
other residential service, and investors can compare what is in their own homes
with WGR's projected service system. The 'kit' will include broadband,
streaming T.V., smartphone sync with a VoiP app., cloud storage service
components, a tablet device, and a router for indoor WiFi.






6
Finally, proceeds from the investment will be applied for customer acquisition,
also known as user adoption, and retention, sales and service. In this regard,
advertising will likely mirror what any consumer views on the T.V. at any time
with the broadband and phone companies. Making sure that a professional
customer service and installation and repair team are in place will be major
factors towards achieving customer acquisition, retention and user adoption.
Customer satisfaction ratings must be a # 1 priority.
In order to achieve the investment proceeds, WGR will utilize the services of
professional third-party sellers. The Reg. A+ rules allow for such sellers that
include underwriters, brokers, dealers, sellers and finders. The rules provide
guidance on cover contracts that must be signed by WGR and the third-party
sellers. The cover contracts require certain disclosures, including commission
rates, that must be made public by posting of the contracts on the SECs
electronic filing system, called EDGAR. Some components, like commission rates,
must be, and will be posted on the cover of this offering circular, once such
sellers are retained.
WGR anticipates retaining such third-party sellers, and makes continuous
efforts to do so. Those sellers must satisfy registration requirements of any
State in which they will be selling. Reg A+ allows for up to $6 million[9] of
the $20 million Tier 1 offering amount to be sold by third-party sellers. Up to
$6 million[10] of this offering, as allowed by the Tier 1 rules, is to be
conducted by the third-party sellers. In the case of underwriters, at the




7
time of their retainer, such will be retained on either a take and pay basis,
or on a best efforts basis, both as allowed by the JOBS Act regulations. WGR
will  pay a commission or other remuneration to the the third-party sellers.
This Offering Circular relates to the offer and sale of up to $20 million,[11]
including up to $6 million which may be sold by third-party sellers of
common/voting shares at the asking price of $1.50 per share. There is no other
class of shares. There are no selling shareholders. Although shares are being
offered at the asking price of $1.50 per share, market conditions and the
efforts of third-party sellers will ultimately determine the selling price of
shares to any individual investor.
A hypothetical project area of 1,500 homes that are in contiguous unserved
census blocks, where the middle mile interconnect co-location point is also
contiguous to those blocks may be illustrative here. The last mile, that is,
either the wireless receiving radio placed on the outside of the residence, or
the satellite dish, plus the customer install equipment inside the residence,
together, have an average of $3,000.00 per residence. Under this scenario, $4.5
million, of the $6 million[12] will be utilized for these two components. In
order to serve those 1,500 homes, a technology solution of existing middle mile
cable or fiber co-location with white space technology sending and receiving
radios is assumed. For such a project area size, a minimum of 20 middle mile
white space technology sending radios must be installed. These radios will
receive the signal from the middle mile broadband connection, and then transmit
it to the last mile receiver at the residence. Based upon an install already
completed, WGR can approximate a sunk cost expenditure, per location of
$4,500.00, or $90,000.00 for the 20 middle mile sites.


8
For those 20, locations, in order to be able to provide broadband speeds that
are in compliance with general guidelines and also established rules in some
states, but typically with a capacity of no less than 100 mbps, wholesale costs
will be $1,200.00 per month, per location, with a minimum of a three-year
wholesale contract, so as to be prepared for full service as each residence
comes online, or $3.5018,400.00. The remaining proceeds will be applied to the
customer acquisition and retention components, including significant
advertising and loss leader component offerings to new customers, as well as
rents on sending radio sites and, of significant importance, user adoption rate
and customer service programs and services.
Investors, as well as regulators, are free to draw upon comparisons with their
own monthly residential broadband packages for data, streaming T.V., phone,
streaming video, cloud storage and any peripherals, like upgrades for speeds,
or for WiFi gadgets to be added to the monthly bill.
In the event a customer fails to make payment on a due date, WGR will have the
option to pursue various remedies. When considering that folks in the unserved
areas will be achieving broadband in the home for the first time, however, the
policy will be to keep the customer instead of cutting the service. In extreme
cases, therefore, remedies could  include, for example, imposing a late charge
and a disconnect and equipment return fee.
Research has indicated, however, that the costs of acquiring a new customer,
then disconnecting, and dismantling the equipment on the outside of the
residence, and then re-installing the that equipment, and reconnecting the
service, may not be worth the effort of losing a customer.  For these reasons,
WGR will want to do everything possible to avoid a disconnect.
Any and all collection proceeds received will be applied first, to all costs
and expenses of any nature whatsoever incurred by WGR for the maintenance,
preservation, defense, protection, sale, other disposition, collection,
including without limitation court costs and reasonable attorneys fees,
expenses, including those associated with the defense or any related action,
claim or demand, and disbursements, second, to accrued and unpaid amounts owed,
and third, to any further dismantling, disconnect and equipment pick up costs.
The statement of cash flow set forth below with respect to the period from
October 16, 2015 to the present, based on a calendar year reporting, is derived
solely from WGRs




9
banking statements, are not audited, and have not been reviewed by any person
in the bookkeeping or accounting sectors. The amounts, as shown are very small,
and reflect only investment proceeds from JOBS Act / Rule 506 investors, and
were made for the purposes of developing project areas in the WGR project
areas, and in connection with costs associated with this offering. Further, and
importantly, WGR, as indicated above, was formed specifically to qualify for
JOBS Act / Rule 506 opportunities, and therefore, only in the year, 2013.
The current project areas are distributed throughout La Paz county, Arizona.
This area straddles the Colorado River. Parts of the project areas also are on
the California side of the river. The Western Gateway region, so known for its
proximity to and from California, for purposes of discussion here, consists of
the counties of La Paz, Yuma and Mohave.
WGR previously filed FCC Rural Broadband Experiment bids for the following
communities in La Paz County: Bouse, Blythe/Ehrenberg and Parker. As a result
of regulatory permits issued by the Environmental Protection Agency (EPA), but
not used by another company, certain other project areas in La Paz county have
been added as project sites. These include the two additional communities of
Quartzite and Salome.
One such project area in the Parker sector, for example, includes over 1,100
eligible housing units, in a contiguous area. This makes the area lucrative
because such large contiguous areas allow for greater economies of scale in
installation, customer acquisition, service and maintenance.  With a Tier 1
funding amount of the $6,000,000.00,[13] WGR anticipates reaching the remaining
400 households in the adjoining but non-contiguous areas within or right at the
boundary of the sector.














10
Statement of Cash Flows
For the Period 10/16/2015 to 12/6/2017


Cash flow from operating activities - net income
      -1,292.72

Cash provided by/used in operating activities
        -1,292.72


Net increase in cash
                       -1,292.72


Cash on hand on December 6, 2017
                           0




ITEM 1.
 SUMMARY INFORMATION, RISK FACTORS, RISK
 MITIGATION FACTORS, DILUTION AND MATERIAL DISPARITIES


        A. Summary Information:


Investing in WGR involves a high degree of risk. In deciding whether to
purchase shares, the investor should carefully consider the following risk
factors and additional information about the risks associated with the
investment that may be contained throughout this offering circular. Any of the
following risks could have a material adverse effect on the value of the shares
purchased, and could cause the investor to lose all or part of the initial
investment, or could adversely affect any future value which the investor
expects to receive on the shares. Only investors who can bear the loss of their
entire investment amount should purchase shares.

This Regulation A - Tier 1 opportunity is for what is called the interconnector
sector of the telecommunications infrastructure industry. This sector provides
the system whereby broadband internet access service (BIAS) providers, as
currently defined by the FCCs  rules, sell their retail services to customers.
These are BIAS companies like Netflix, Hulu, Crackle, YouTube, Apple TV, as
well as the traditional content providers, like Comcast and Time Warner Cable,
as well as companies like Google and Facebook.












11
The official statutory legal language for the interconnector sector may be
found at 47 U.S.C.  251.


Interconnector companies are the independent companies that provide the
structure by which internet and telecommunications signal is transferred.
Companies like American Tower Company are interconnector companies for wireless
communications. That is to say, that American Tower itself, does not generate
any telephone or internet service or content, but rather buys plots of land,
builds towers on them, brings signal to its tower, and then leases tower space,
like leasing an apartment, to telecommunications, radio, T.V., broadband, and
other companies.


Companies like Lightower, by contrast, are fiber interconnector companies. That
is to say that Lightower will, based on its market analysis and other issues,
including customer needs, lay fiber to certain sections, and then charge a fee
to anyone who wishes to use it, and charge a fee to make it work for the
customer. Companies like Lightower will connect to a broadband trunk line,
sometimes anecdotally known as the first mile, with a typical industry plug-in,
then wholesale the broadband service from a broadband broker, then sell the
connection as a part of its service. Like with tower companies, however,
Lightower and other fiber companies, do not sell retail content, or any other
end-user services, like email, streaming video, or cloud storage. Such
companies are strictly on the industrial side.


This being said, such companies as Verizon, Comcast and Charter Communications,
have some own their own infrastructure. In this regard, they, too, could be
considered, and are by WGR, considered, interconnector companies. WGR says so
because, in some areas of its projects, the closest connection where WGR could
achieve a broadband connection, will be where the closest one is located.


In addition, however, companies like Verizon do not limit their business to
just selling wholesale to interconnector companies like WGR. Instead, all of
those companies sell a wide variety of retail products and services, which they
generate, like the triple-play for phone/data/T.V. This distinction, of these
added services, places them into a separate category for purposes of being
regulated by the FCC: Broadband Internet Access Service (BIAS) providers.


On February 26, 2015, the FCC issued new rules that govern both the
interconnector sector and the BIAS providers. See, In the Matter of Protecting
and Promoting the Open Internet, GN Docket No. 14-28.






12
WGR is  more like companies like American Tower or Lightower. That is to say
that WGR does not originate or sell retail content and does not sell retail
services, like the triple-play. Customers wanting any of those services,
instead, are free to go onto WGR's system and decide what it is that they wish
to purchase. Once customer acquisition is achieved, the customer may wish to
purchase retail services from the local BIAS. Such a system results in a
win-win for the investor, because both the customer and the retailer both need,
as a requirement, WGR's system. Or, they may choose not
to do so, and instead purchase other retail services, like streaming video
content, or both, by selecting the individual services from WGR's menu of
items. Among the major complaints from consumers, as far as broadband retail
services are concerned, is that the broadband provider requires the customer to
purchase some version of the data/TV/phone service. With WGR's menu, as WGR is
not a BIAS provider, customers will be able to buy only the services they
believe are best for them.


To place in more focus, therefore, the actual on-the-ground components of the
interconnector concept, essentially, broadband comes from multiple sources at a
first mile. In the WGR project area of La Paz County, for example, broadband
service will  most likely come from the company, SuddenLink. This company
appears to be either the only, or the primary provider in the county. Most
likely, SuddenLink does not own first mile, but likely wholesales from a broker
and then resells where it has cable or fiber. Thus, SuddenLink is most likely a
middle mile interconnector company, and a last mile company for areas where it
owns cable or fiber. SuddenLink, in addition, provides phone service, so that
this places it into the telecommunications sector as well. Companies like
SuddenLink proliferate rural America, and lack funding to fully expand
infrastructure into the unserved areas. For these reasons, such companies will
be of a significant benefit, in terms of cost cutting, for WGR's installs. WGR
can co-locate and co-exist to bring great service to the unserved areas.


In the case of reselling the middle mile broadband service, companies like
SuddenLink, which may be the only game in town, will sell to last mile
companies, like WGR. Most of the larger telecommunications companies that have
their own infrastructure, like Charter Communications, Comcast and Verizon, to
name a few, are also last mile providers. That is to say, they sell retail
services, and provide installation and service inside the building or
residence. In this sense, those companies are both middle mile and last mile
providers. And, they can be interconnector only providers, or they can be BIAS
providers.










13
In order to bring the interconnector function for rural America more into
focus, investors  may be informed that all of those large companies have drawn
their own lines, as far as the rural edge of the internet world for themselves.
For a variety of reasons, they simply will go no further, ever, under their
present business models, absent new incentives, of which there are very few at
the present time.


As both the federal government and the States, now tracking internet
connections since its usage began to be commonplace some few decades ago, begin
to grapple with how to make sure that all areas of the country have internet,
concerted efforts are underway to define what is an unserved area, and how best
to entice innovation and expansion from new companies like WGR. For example,
the following statistics exist for unserved census blocks in the WGR investment
project area:




FCC Rural Broadband Experiment Census Blocks


LA PAZ COUNTY, ARIZONA


Total Eligible Census Blocks: 318
Total Eligible Housing Units: 1,393



State of Arizona Broadband Data


Total Eligible Census Blocks: 3,923
Total Eligible Housing Units: 7,736

These vast amounts of unserved census blocks form the foundation of new
companies like WGR. That is to say that companies like WGR, that specialize
only in this large, unserved market, represent the future that will allow for
the completion of broadband infrastructure in the United States. At the same
time, however, and now with the WGR  group in its eighth year, its analysis
and, therefore, development efforts have led to the conclusion that the best
way forward, for the country, and for investors, is to simply limit the
expansion efforts to only interconnector expansion. In other words, there is
enough middle mile infrastructure, and there are enough BIAS retail sellers in
the contiguous areas so as to allow for folks in rural America to very quickly
ramp up and join folks in urban and suburban areas to enjoy the benefits of
broadband once WGR installs the last mile system.






14
Thus, this project is limited to unserved rural census blocks, and provides
such interconnector infrastructure for homes, businesses, and rural cities.


        B. Risk Factors:


1. Statements of future forecasts, projections and expectations are not
statements of returns on investment;


2 . Market penetration may not be immediate.


There exists an issue of equal importance to infrastructure expansion for
resolution relative to the full expansion of broadband in the rural United
States, having to do with the user adoption rate. WGR's research has led it to
issue this caution to investors as among the risk factors. WGR's position, so
as to best inform investors, is that this factor weighs in as much as 50%, the
other half being the installation of the last mile infrastructure, in WGR's
potential success.


Among the references that have guided us in posting this cautionary selection
is the history of rural electrification in America. For, although New Deal
legislation solved the problems of removing monopoly control of electricity,
and provided funding, not until a separate agency to improve the user adoption
rate was created, did the possibility of folk actually using it, and therefore
paying for it, result. Among the most creative ways to insure that, by having
an electrical outlet in the home, rural residents would actually plug something
into it, was the promotion and inexpensive sale and financing of appliances.
After completing surveys, the three items chosen as the most important to
future rural consumers were the electric iron, the washing machine and the
refrigerator. Thus, many more-senior investors may come to remember a time
when, before Sears, their parents went to the local electric company to pay
their bill, and also to buy appliances.


With history as a guide, therefore, WGR will seek to minimize this risk, while,
at the same time, cautioning investors as to its existence. For WGR's projects,
where folk do not have any broadband on their smartphones when they arrive
home, and no internet at all in the home, there will be incentives to use the
system once up and running. One such non-negotiable, and by comparison to the
rural electrification gadgets, is that a tablet  will be provided to each
residence where service is established. Many customers












15
will already have a tablet, like an iPad, but for WGR, providing one as part of
its system guarantees, for WGR and for the customer, the router connection, the
smartphone VoIP app., as well as WGR's company app., where all billing and
feature changes can be made.


The second prong of WGR's user adoption rate mitigation program will be
constant and competitive advertising across all media lines, targeted to the
project area. WGR has worked hard to arrive at a concept that brands its
service, while at the same time, conveys its message, and believes that the My
First Car Club conveys that message. Since there was never even a word like
Google WGR figures that it are not that far off the mark. Importantly, however,
being a member of a club is fun, members can communicate on WGR's social media
pages, and WGR can give its retail/customer support outlets a matching name:
The Shop.


The advertising campaign will be a sustained effort, tailored in each area to
the local benefits of the community, like the annual La Paz County Fair, for
example. Importantly is the fact that, although suburban areas that are near
the rural areas seem to have a captive market for the BIAS companies, in fact,
advertising, especially on T.V. is non-stop. Such advertising, which runs over
into the rural areas, however, can be of a huge benefit to us as complimentary
advertising. For, by the BIAS companies offering the types of retail services
that customers want, new customers will have an even greater incentive to
become WGR's customers, and then become retail customers of those companies.


WGR cautions, that such market penetration may take as long as 12-24 months
before the critical mass of I want to join the My First Car Club as a customer
arrives.;


3 .  Zoning issues may delay the start of parts of the project;


By and large, this cautionary section concerns parts of a project area where a
zoning change or variance may be required. While such should be extremely rare,
and any delays short-lived, WGR thought to mention same here.


In fact, in the vast majority of project areas where WGR would begin operations
for many years to come, existing assets, like cell. towers which have already
been through the zoning process, or middle mile cable hook ups, where the cable
company long ago resolved the zoning issue, will solve last mile zoning issues.





16






WGR raises this issue here, therefore, in the unlikely event that there may be
zoning ordinances, or community ordinances that do not cover wireless receiving
residential equipment, and for which WGR would retain local zoning counsel to
either amend the ordinance or obtain a variance.




4. Attracting broadband internet access service (BIAS) providers to a
carrier-neutral environment could result in initial limited user expansion;


5 . Local government needs could accelerate adoption, at a short term financial
loss;




Of a lesser priority than the absence of infrastructure and the issue of the
user adoption rate, is a caution here about local government demands for
service.


This caution is more one of a political one where being a good neighbor can far
outweigh any other local benefit. Broadband infrastructure and service is no
different to any local government than is any other type of service, gas,
water, electricity and the like. Like the companies that service those sectors,
WGR's sector, and in fact, WGR, will become involved in providing additional
infrastructure, either one of the middle mile radios, or, if in an area where
one exists, with the last mile radios in the project area.


For example, most likely, the first wireless sending radio will be mounted to a
water tower/tank that is owned by the county. In exchange for being allowed to
mount the radio onto the tower frame, most likely, WGR will pay a base rent,
but also be asked to provide either additional, supplemental, or replacement
internet service to that facility, at WGR's expense, initially.


The caution becomes important because, in all likelihood, being responsive to
local government would lead us to want to establish that service at that water
facility, and also, to provide for the monthly billing expense for the
broadband signal, and provide for gadgets and technical support to bring the
plant current. All at a short-term financial loss.


This being said, a given is that, upon the next budget cycle, public hearings,
discussion, and vote on the annual budget, most if not all local governments
are envisioned as factoring in the recurring costs into the budget to be paid
for by the taxpayers. The sunk costs for the equipment would be expensed by
WGRs accountants as best as possible.








17


6 . The Company has no operating history;


7 . Sales of shares will be restricted in accordance with Regulation A, as
amended;


WGR makes this offering consistent with Reg. A+ regulations governing Tier 1
for third-party sellers:

WGR makes this offering consistent with Reg. A+ regulations governing Tier 1
only for third-party sellers:

a ) Tier 1: offering limit up to $20 million to be sold by the Issuer's
representative, of which up to $6 million[14] to be sold only by third-party
sellers;


b ) Limit re-sales by selling securityholders under amended Rule 144.


8 . Technology choice: the last mile technology may include white space
technology,  fiber or cable co-location at the middle mile. White space
technology was authorized by the U.S. Federal Communications Commission (FCC),
in 2012, and thus, there is limited data on a national rollout of this
technology at the present time. This project would be among the first for a
consumer-ready rollout of the technology infrastructure.


WGR states here, however, that white space technology is just one of the last
mile technologies that are available to WGR. The others are as mentioned above,
wireless, also known as point-to-point or microwave or wireless Internet
Service, or fiber, or satellite. Further, some combination of white space and
microwave technology may also be suitable and necessary for this project, given
the large geographic expanse.


As already illustrated above, no single-technology solution exists for rural
America, so that, in fact the middle mile will always be either wireless or
fiber, or in the case of satellite, the satellite itself, for example.


18
The year 2013, did, however, provide two significant boosts for rural
broadband. First, to JOBS Act presents a major new way to achieve funding that
is scaled to project areas
and sizes. Second, the FCC authorized the commercial use of white space
technology, and emphasized its benefits for rural America. See, PUBLIC NOTICE
Federal Communications Commission, DA 13324, Released: March 1, 2013 Office of
Engineering and Technology Authorizes TV White Space Database Administrators to
Provide Service to Unlicensed Devices Operating on Unused TV Spectrum
Nationwide,
ET Docket No. 04186.


These twin incentives drive WGR's projects, but at the same time, investors
must be cautioned that, whereas white space technology is not new, its
application to rural areas is new. Investors may also know that WGR's
government procurement efforts are on an equal par of activity as is its equity
effort.


As a thumbnail sketch, investors and regulators may know that white space
refers to the location to capture radio signal that is exactly 100 feet above
ground level at any given ground level point. It is at this point, and only at
this point, that, for decades, unlicensed television channels have existed,
these primarily in very small market areas. In all other T.V. areas, and in
fact, in all other telecommunications areas, signal location in the air is
regulated and licensed.


As can be expected, if a T.V. station is not making money, it would have no
need to use one of the unlicensed channels in its area, and that channel would
be open for anyone to use. In any given area, there may be many, many unused
channels. In the United States, there are millions, and these are all
identified by the FCC.


One technology issue which the white space space refers to is the fact that,
like smaller and local radio stations, the signal strength capacity on any
single channel is limited. This issue is resolved, however, since there are
many, many channels free-floating with each other in a given area. This is
where the FCCs white space technology administrator authorization of 2013 comes
in. Without white space administration, there could be no white space
technology, because too many folk would be on one channel at one time, causing
system failure.


As the above FCC publication title indicates, however, in 2013, the FCC
authorized the commercial use of white space and authorized administrators to
manage it. It was this memo that opened the floodgates to white space
technology for rural America.








19


In other words, companies like Redline Communications, for many years,
installed, and continue to install white space technology, as private systems,
mostly in very remote areas and mostly in mining towns, or for municipalities.
Those systems would grab the white space signal, and the administrators would
make sure that, if a channel began to fill up, the administration software
would switch the signal to another channel that was not being used, or not
being used to capacity. Thus, neither white space nor white space  technology
are new. The FCC has authorized the following white space administrator
companies for the United States: Spectrum Bridge, Inc., RadioSoft, Inc.,
Google, Inc., LStel, Key Bridge Global LLC, and iconectiv.Spectrum Bridge,
Inc., is the company that our vendor, Redline Communications, Inc. uses. In
other words, with the purchase of the equipment, comes the Spectrum Bridge
service contract.




The promise that the FCC believes holds for white space in rural America
concerns its ability to see through areas where line-of-sight microwave does
not. For example, if a sending microwave radio is set on a cell. tower and has
a certain range, say five miles, it can only send the signal to a receiver that
is within the line of sight of the cell. tower. For most of rural America, the
option of putting up millions more cell. towers, and then expecting the sending
radios to reach into every terrain area, is not an option. The chances of the
cable companies running cable, at an estimated $25,000.00 per mile, into rural
areas with low residential density, is, also, not an option. Those two
technologies, again, however, do provide extremely cost-effective middle mile
connections and thus, a cost savings that investors should know about.


As WGR has been developing projects with white space technology, therefore,
since 2013, its team has developed some practical expertise, especially when
considering that it has one completed middle mile white space technology
installation. WGR can state, therefore, and this in conjunction with Redline,
the key to a successful last mile connection for white space has to do with the
height of the radios. In fact, a good rule of thumb, as a practical matter,
that has developed is to have a good inverse relationship between the middle
mile sending radio, or the base station, and  the residential housing unit. In
this manner, the resident will need the shortest mast upon which to mount the
receiving radio, and, therefore, the least aesthetic intrusion. The satellite
industry grappled with this aesthetic issue for years, until it was finally
able to make the dishes smaller. WGR seeks, therefore, to go to sites, like
barns, or large industrial plants in rural areas, like cement plants, but also
water towers and large water tanks, in










20
addition, of course, to cell. towers, where it can reach as close to 100 feet,
ten stories, at that location. At that height, that radio can clear any major
obstruction, and where smaller obstructions, like treetops, or mountain peaks
prevail, its signal, unlike line-of-sight, will wrap over those obstructions to
reach the residential unit.


This being said, investors should know that there will be circumstances where
the residential unit must also go up a substantial height, in order to breach
any complete obstruction from the middle mile radio. WGR feels, however, that
because it will rely on significant and existing middle mile infrastructure,
enormous savings will result, savings which can be passed onto the consumer,
who, once signal is established, and gadgets being used, will welcome the
opportunity to use its service. In short, WGR's message to investors is that
its hard, but it can be done and, like any of the larger telecommunication
companies, WGR believes that it, too, can thrive;


9 . There is an absence of profitable operations in recent periods;


10 . There is no current, defined method for determining market price for the
service, as the service has, as of yet, not had a commercial rollout;


11. The project has not yet been completed and, accordingly; has no operating
history. The company, therefore, has no operating history of earnings and its
operations will be subject to all of the risks inherent in the establishment of
a new business enterprise. Accordingly, the success of the business is
completely dependent upon financial, business, competitive, regulatory and
other general factors affecting the rural broadband interconnector sector in
general as well as prevailing economic conditions;[15]


WGR address here further the current and projected competitive conditions.
Although discussed in parts above, both of the biggest challenges come from
within, and not from without the interconnector sector. The biggest competitive
hurdle, in other words, is not competing with any other company, but competing
for existence, as concerns the user adoption rate discussed above. Without
customers actually signing up, WGR cannot be successful. For these reasons, the
advertising, the giveaway of the tablet, the creation of the app. to manage all
aspects of the account with the customer, a single payment












21
platform, Paypal, with us covering the Paypal fee, the opening of The Shop
retail/customer service outlets, like the Apple Store, the customer service,
live phone/chat function and tech. support, all, from the outset, must be in
place, up and running, as much as possible, before the first customer signs up.


The second competitive issue, also discussed above, is the technology equipment
selection, and then the install. WGR's efforts have taught that, by being able
to say to a community that WGR is open for business meaning having the middle
mile base station installed and ready for customers, is likely the best way to
convince customers to sign up with us. They can drive to the barn or silo or
wherever, and actually see the radio in place.


WGR says again to investors and regulators that all this is hard, but it can be
done because WGR's focus is solely on rural America.


WGR addresses here, further current and projected economic conditions of the
interconnector industry. In just the WGR project areas of La Paz County, there
are as many as 9,129 housing units with no broadband. Thus, the economic
conditions for the company that conquers the cost/density barrier, which WGR
believes it has, stands to capture that market, upon overcoming the user
adoption rate issue. The county is vast, and therefore, WGR cannot proceed
without government procurement and/or JOBS Act funding.


All this being said, WGR reiterates as discussed above, the risk of total loss
from any investment.


12. Although, under Regulation A securities are unrestricted, there is, for
this offering, no opportunity to achieve control securities;[16]





















22


C . Risk Mitigation Factors:


l . 3-day right of withdrawal - the cooling off period


WGR provides here some background on this contractual option.


When beginning its JOBS Act research under Section 506,[17] WGR reviewed the
registration requirements, in survey form, of a number of States. Its  survey
showed that, although cancellation of any contract made is frowned upon, in
fact, by law, or by voluntary action, some may be cancelled. This cancellation
right is also known, anecdotally as a cooling off period.


WGR's surveys also showed that, with respect to securities contracts, there is
either no cooling off period or there is a range of from one to as much as five
days. WGR found three days to be the average.


Taking this average into consideration, WGR has adopted it for its sales
contracts.


WGR's Blue Sky qualification is in the State of New York.


Even though WGR is incorporated in the State of Delaware, which has no 'cooling
off' period, WGR has kept this as a requirement in its sales contracts. The
State of New York has a right of cancellation for some contracts, and such is a
three-day right. The cancellation of securities contracts, however, for the
State of New York, is not among the ones to which the three-day right applies.
See, New York Attorney General: www.oag.state.ny.us.


Thus, WGR's sales contract exceeds the requirements of New York law.














23








The federal Electronic Signatures in Global and National Commerce Act (ESIGN)
and similar state laws, particularly the Uniform Electronic Transactions Act
(UETA), authorize the creation of legally binding and enforceable agreements
utilizing electronic records and signatures. ESIGN and UETA require businesses
that want to use electronic records or signatures in consumer transactions to
obtain the consumers consent to receive information electronically. See, also
15 U.S.C. 96.


Upon an election within the 3-day 'cooling off' period, investor funds will be
returned to the investor, by the escrow agent, minus any fees and costs earned
and incurred that are authorized by the escrow agreement as provided by State
of Georgia law.


Further, the investor is advised that no shares will be issued to the investor
by the Issuers representative until such time as the Issuer receives
confirmation from the escrow agent, after the 3-day period, that the investor
has not made the election to withdraw.


Finally, the investor may choose to waive the 3-day withdrawal period, by
signing the form shown below that will become a part of the shares purchase
agreement:




WAIVER OF 3-DAY RIGHT OF WITHDRAWAL


I, (investor) hereby advise the escrow agent and the Issuer of, Western Gateway


Region Rural Broadband Company, Inc., that I waive the 3-day right of
withdrawal as


stated on the shares purchase agreement.


In other words, I wish for the purchase to be effectuated on the date of the
shares


purchase agreement, which is also the date on which payment for the shares is
made.












24






To make clear, therefor, I wish to have my shares issued to me on the date that
the


 escrow agent confirms to the Issuer that my funds have cleared.


I HEREBY WAIVE THE 3-DAY RIGHT OF WITHDRAWAL


________________________
Investor


________________________
Date




2. Meetings with the Issuers representative on matters outside the offering
circular and offering statement:


Investors should rely solely on the information contained in Form 1-A, this
offering circular and offering statement as concerns the investment
opportunity.


3. stock class: not restricted;[18]


4 . distribution: shares to land in the hands of the investor as of this
offering, consistent with third-party seller classification.


D . Dilution:


The dilution formula that is utilized is taken from the administrative code of
the State of Florida. After a survey of various dilution calculations from
industry, as well as research among different State Blue Sky laws, WGR found
that Floridas formula, as specifically codified, offers the best transparency
by which to calculate dilution.














25


Florida Rules and Regulations of the Financial Services Commission and Office
of Financial Regulation -


69W-200.001 Definitions.


(13) Dilution for purposes of paragraph 69W-700.015(2)(b), F.A.C., shall be
determined by subtracting the maximum sales commissions and expenses set forth
in the prospectus from the gross proceeds of the offering and adding the net
worth prior to the offering. Divide this sum by the total number of shares to
be outstanding at the conclusion of the offering to determine book value.
Subtract the book value from the proposed offering price and divide the result
by the proposed offering price to arrive at the percentage of dilution. For the
purpose of calculating dilution or book value, intangible assets such as
patents, copyrights, franchises, trademarks, operating rights and goodwill are
deducted from total assets.


Dilution Formula:


NP = Gross Proceeds minus Maximum Sales Commissions and Expenses
NW = Net Worth prior to the offering
TS = Total Number of shares to be outstanding after a successful offering
BV = Book Value
OP = Offering Price
Example:
                            NP + NW
                           ________             =               BV
                                  TS

                             OP  BV
                          _________  =   Dilution
                                  OP


        E . Material disparities:


There is no material disparity between the public offering price and the
effective cash cost to officers, directors, promoters and affiliated persons as
of the time of this offering circular, and there has been none in the past
three years.




26
Further, the Issuers representative, and its officers and directors, which
includes the Issuers representative, do not anticipate any such material
disparity, or discount.


With respect to third-party sellers and affiliated persons, the Issuer has not
discussed this issue, and unless it is raised by such persons, does not plan to
so discuss. In this manner, the Issuer may maintain clarity of the one class/
one price formula.






III.


ITEM 2.


PLAN OF DISTRIBUTION - ALL SHARES TO LAND IN THE HANDS OF THE INVESTOR UNTIL
THE RETAINER OF CERTAIN THIRD-PARTY SELLERS


                A . Underwriters:




For this amended filing, there is only a primary distribution, with all shares
to land in the hands of the investor directly from the Issuer.


There are no underwriters on this offering as of the potential date of first
public sale. Upon qualification, however, the Issuer intends an aggressive push
to retain such, and also other third-party sellers. With respect to
underwriters, the Issuer will seek to retain same as take and pay, in which
case distribution will land in the hands of the investor from the underwriter.
For any best efforts underwriters, and for all other third-party sellers, all
shares are to land in the hands of the investor from the Issuer, WGR, subject
to New Yorks rules on broker-dealers firm commitment transactions, as set forth
above.












27









        B . Discounts and commissions:


There are no agreements for discounts and commissions as of the date of
qualification. This said, WGR understands that third-party sellers will use
their best efforts to secure the asking price for the shares.


All third-party sellers appear in Section XII of this offering circular,
together with their commission rates.




C. Plan of distribution:


All third-party sellers appear in Section XII of this offering circular,
together with their commission rates.


Distribution, except for 'take and pay' underwriters, of shares will land in
the hands of the investor upon a sale by such third-party sellers, from WGR. In
the case of 'take and pay' underwriters, shares will land in the hands of the
investor from the underwriter.


As of the date of qualification, there are no secondary offering agreements,
contracts, or any other relations with any persons or companies for other than
sales of up to the first $6 million[19] by such third-party sellers.




















28


        D.  No shares offered or sold on account of securities holders:


Consistent with Item 2. C, above, all shares will be sold upon original
issuance only from WGR and to land in the hands of the investor, or, in the
case of underwriters who take and pay by said underwriters.




        E. Restrictions on amounts of funds raised, threshold requirements for
achieving funds limit and requirements of return of funds:


WGR plans to sell up to $20 million, including up to $6 million which may be
sold by third-party sellers.[20] in FLR shares.


For JOBS Act - Regulation A - Tier 1, SEC Rule 144 has been amended to allow
the investor to sell up to thirty percent of shares purchased immediately,
instead of waiting for the one-year period, and further requires the investor
to notify FLR, so that FLR may keep accurate records.
For any return of funds, please refer to the discussion concerning the 3-day
cooling off period above.


























29


IV.


ITEM 3 .


USE OF PROCEEDS TO ISSUER


All proceeds, whether from traditional payment tools or through blockchain
technology will be utilized for project builds.


In addition to the information provided in the tables above, FLR provides more
information on the impact of changing conditions on the projected business
operations.
In fact, as  with any technology business, changing conditions are a fact of
life. For example, at the time when the original WGR group first started,
March, 2009, the iPad had not yet been introduced. Since then, however, tablets
have become commonplace, and, as indicated above, are a part of WGR's standard
kit package to the new customer. Thus, WGR has gone through a succession of
re-calculations as to the middle mile contact point and also,  as to the last
mile with the authorization of commercial white space technology.


For the kits, that is, the inside goodies and gadgets, with the advent of such
companies as Netflix, the development of streaming video hardware has had a
great advance. That advance has been so great that the hardware is not only
affordable, but in extremely high demand by consumers. This feature did not
even exist as recently as two years ago, and is now a standard part of WGR's
kit.


The smartphone has for all intents and purposes, replaced the cell. phone, and
with it, for the unserved areas, a lack of access. With innovation by the
company, Skype, however, just in 2015, there is now Skype for Mobile, which is
an app. that allows a smartphone user to achieve use of it in an area where
there is broadband, but not cell. service, like in most of the unserved rural
areas. Next to streaming video, this app., and there will be other companies
creating it too, is a stunning leap of progress for the rural areas. The app.
service, just like the streaming services, does carry an additional cost.


Further, the improved commercial availability of cloud computing allows for
greater storage and sharing of documents by consumers. As a high demand
feature, WGR has added it to its service.








30


Thus, and in conclusion, for seven years now, WGR and its parent and sister
companies, have refused to be stuck in the old broadband is coming to rural
America mode, where old model companies are content to offer just a basic
connection. WGR's team and shareholders believe that everyone in rural America
should have the same service that anyone does who lives in urban or suburban
centers, and if the service companies can bear the costs and expenses of making
their service better to customers at a good market price, so can WGR.


WGR provides more information here, regarding its business operations and the
investment opportunity. Taking into consideration that any statements made here
and throughout this offering circular are forward-looking statements, with the
appropriate cautionary language as concerns same throughout, WGR may say that,
in simplest form, its business would be no different than either the local
cable or wireless Internet service provider (WISP), or satellite T.V. company.
All such companies work according to the same basic model, in that they are
either interconnector companies, meaning that they provide no original content,
programming or services, or they are broadband internet access service
providers (BIAS). WGR is the former, as described above.


Thus, upon funding, WGR would, as it has done with its first install in its
sister company, bring under contract sites where it would install the middle
mile radios. WGR
would install the radios, obtain a wholesale contract for internet service at
that location, and begin the extensive marketing/customer acquisition effort
described above.




WGR would, upon acquiring a customer, as would any cable or wireless installer,
make an appointment to install the last mile equipment on the outside at the
home of the new customer.


WGR would, then, make a second appointment to connect the router to the plug-in
that is made a part of the outside install, like a standard cable screw-on that
any investor or regulator has in his or her home. WGR would activate the router
by configuring it to the tablet, just like any wireless company would activate
a router with the customers computer in the residence.


For the streaming video, WGR would set it for wireless and it would set up the
set-top box on top of the T.V. just like any other cable or streaming video
set-top box, and








31
would activate the two choices that the new customer had already made, for
streaming video programming. Or, if near the TV would use one of the router
ports to connect a cable to the streaming kit, to activate it that way.


For the Skype app. WGR would configure the new customers smartphone to an
individual Skype account that would be a part of WGR's wholesale commercial
account with Skype.


For cloud computing, where the vendor provides hardware for in-home use, the
installation team would install the hardware, and then configure it to the
app., and then to the customer's account on the app.


For us, for branding, the big moment would be when the customer can shout WOW
to all of this working.


For folks living in served areas, especially those who have had broadband for
decades, much of this will likely seem mundane. Investors, and regulators,
however, simply must place themselves in the position of the rural resident who
has never had broadband at their home. For them, nowadays, their technology
life begins once they get close enough to the nearest cell. tower with service
so that their smartphone works.


For rural America, WGR's shareholders and its team say that this is no way to
live.


Thus, the investment opportunity is getting in at an early stage, where there
is a long history of the known factors that need to be done and conquered, but
where no company, save for WGR, has yet to have a focus on just the national
issue as to only rural unserved areas. Investors can check with listed
telecommunications companies to see that the failure rate is very low, and
their success has been, in part, by keeping faithful to a strictly
market-driven business model that was never intended, or written, to
accommodate a serious concentration on the multi-technology installs that are
the only manner in which to achieve a technology solution in the unserved
areas. WGR and its sister companies, are the only such companies, and thus
investors may weigh the risks and potential rewards in making a decision as to
whether to invest with us.


WGR provides here a primary list of vendors for the projects. No persons have
received any commissions in connection with any acquisition, there have been no
expenses in connection with any acquisition and there has been no money
borrowed to finance any acquisition.


32
Further, the costs shown for each category in the proceeds table include the
global amounts for all of the components for that particular phase of the
install, and reflect amounts that may be achieved as a result of bulk
purchasing, and thus, better pricing.


The primary vendors, in order of priority, would be:


1 . middle mile lessors;


2 . middle mile equipment sellers and data administrators, primarily Redline
Communications, Inc. and Spectrum Bridge, Inc.;


3 . middle mile broadband Internet service providers, depending on the location
of the project area, like Time Warner Cable, Comcast, Verizon and others;


4. middle mile and last mile mast vendors like Rohn. See, www.rohnet.com;


5 . last mile electrical supply sellers for lightning protection copper cable.
See, www.lightningrodparts.com ;


6 . in-home wireless routers from the most competitive priced seller at the
time, to include, for example, Netgear and Linksys, but also competitively
priced routers on
www.alibaba.com;


7. streaming video kits from competitive priced ones like Apple, Roku, and also
comparable and competitively priced ones on www.alibaba.com;


8. Skypes mobile app. service;


9. various corporate accounts for various streaming services, like Netflix,
Hulu and others;


10 . various competitively priced tablet vendors, but likely from
www.alibaba.com;


11 . various retail pop up storefront lessors for The Shop retail/service
centers, typically in a town center near local government office, near a
broadband providers service center, or possibly in a co-lease arrangement with
a local electrical appliance company on a main street of a small town;


12. cloud computing storage services by companies like IDrive, and;


33
13. infrastructure construction for the larger-scale projects by companies like
Black and Veatch or Squan Solutions.



C . Other funds to be used:


As indicated in the pro forma shown above, the WGR Tier 1 offering is intended
to be extended to the remaining $14 million, by later qualification, over a
five-year period


D . No proceeds to be used to discharge indebtedness:


The project carries no debt, and therefore, no proceeds would be used to
discharge any indebtedness.


E . No proceeds to be used to acquire non-project assets:


With the exception of assets acquired in the ordinary course of business for
the project, there will be no other use of the proceeds.




        F .  Reservation of right to change use of proceeds:


WGR reserves the right to change the use of proceeds provided that such
reservation is due to certain contingencies which are adequately disclosed.


For example, the  project may require the purchase of small and insignificant
tracts of real estate for the purposes of positioning hardware, or structures
upon which to mount such hardware. Or, for co-location purposes, the project
may require the long-term leasing of space on certain rooftops, again for the
purposes of providing relay connector hardware to the project area.


In all instances, however, the project plan is to avoid either the purchase of
any real estate or the necessity of establishing such rooftop links. In other
words, one of the primary project goals is to have access to broadband internet
service connections that are a part of the location of the sending radios, or
in very close proximity to such. In this manner, significant costs of such real
estate and other co-location items may be avoided, and thus, budget kept more
efficient.






34
WGR provides here, a reconciliation of the need for certain real estate and the
potential conflicting statements ownership of it. WGR begins with  saying, as
it has above, that the interconnector sector is one that is well-organized
among all facets. Thus, a good example would be where, say, American Tower
would choose to place a tower in an area. And, to complete the thought, let us
assume that, in that area, there are landowners who know that a part of their
land may be lucrative for a cell. tower location. In those circumstances, the
landowner could take two kinds of action. He/she could contact American Tower,
and negotiate a deal, either for the purchase or lease of the land on which to
place the tower. In the alternative, the owner could be more savvy and contact
a tower development company, like say Black Dot Wireless.
www.blackdotwireless.com . For a fee, Black Dot will completely develop the
tower site, including installation, leases and service, so that, in effect, any
prospective tenant on the tower would be a lessee.


In fact, in any project areas, where there is a tower anywhere within a
five-mile range in a prospective service area, WGR will seek space at the 100
level.


Other non-tower sites that will play key roles for the middle mile interconnect
are ones that have a tall structure, and also an existing internet connection,
or one that is relatively close by, say within 200 of such a connection. Such
structures are all manner of shapes and configurations, and so far, the best
range has been large and tall municipal water towers, private landowners where
there is a tall structure, like a silo, private landowners where there is a
building next to a highway where there is an internet connection, like in the
sister company's Mid-Hudson project area, as well as industrial sites,
typically on the outskirts of towns, like cement plants, as well as outlying
municipal plants, like waste management facilities. For all of these sites,
there is no possibility, or need, of owning the land or the facility. Instead,
WGR will simply treat them like a company like Black Dot would treat any tower
site landowner: WGR will enter into a lease that looks a lot like, in fact,
nearly identical to what the tower companies use.


Thus, for 99.99% of the business, WGR will not need to, or want to, take an
ownership stake, just like no typical interconnector company wants to do. WGR
will let the experts for those sites do the work, and WGR will lease.


To reconcile any statements, or confusion as to an ownership stake, however,
WGR clarifies here to state that, for that remaining .01%, what WGR envisions
is a situation where, for example, a municipality may own a parcel of land,
and, for its own purposes, may require that WGR purchase a site, instead of
leasing it. Further, there will always


35
be situations where, in an an area where WGR needs a middle mile site, there
may be no other acceptable site available other than one where the landowner
insists, for his own reasons, typically liability reasons, that WGR purchase
the site. Even in those exceptionally rare instances, however, and although WGR
would need to purchase the site, WGR would not administer it, rather, signing
it over to a company like Black Dot, to handle it, turnkey for us. In that
manner, and in addition, there exists the likelihood that Black Dot could
achieve more customers for the site, thus turning it into a revenue-maker for
us.


In conclusion, therefore, the middle mile site development/ownership sector is
extremely well developed in the United States. See, www.wirelessestimator.com .
WGR believes that investors would want it to take advantage of this
well-developed sector, so as to take advantage of its benefits, and also to
keep the focus on the task at hand: last mile installs and consumer benefits.


G. Compliance with 17 CFR 230.251[21], as amended:


The Issuing company/applicant has no plans and no business plan, or intentions
to engage in a merger or acquisition with an unidentified company, companies,
entity or person.




V.


ITEM 4 .


DESCRIPTION OF BUSINESS




        A . Business done and intended to be done:


The project has consisted of the origination, organization, design and
development of a large-scale rural interconnector infrastructure that will
bring internet service to unserved areas of rural Arizona.


Such business has been conducted over a period in excess of five years.






36
The business to be done consists of utilizing the proceeds to implement,
fulfill, and make operational, such infrastructure in the defined project area
of La Paz County.


B . The principal products produced and services rendered and the principal
market for and method of distribution of such products and services:


The principal product produced consists of a consumer-ready kit that brings
full internet service, and consumer features to the unserved areas of rural
America. The Federal Communications Commission (FCC), for example, has
identified 84,000 unserved census blocks in rural America.[22]


The kit concept was originated by the parent company[23] in order to create a
defined, consumer-ready project plan that can be scaled from a small, to a
massive project size, depending on funding.


The principal service that would be provided consists of the permanent
operation of the kit over the entire rural American landscape.[24]




C . The status of a product or service, if the issuer has made public
information about a new product or service which would require the investment
of a material amount of the assets of the issuer or is otherwise material:


WGR has made public the product by making JOBS Act, Rule 506 notifications on
the internet. The principal service is identified on the main project website,
at www.urbroadband.com.

Thus, there are no investment proceeds which would require such new
information,  saving, therefore, the proceeds for use in project
implementation.








37


D . The estimated amount spent during each of the last two fiscal years on
company-sponsored research and development activities determined in accordance
with generally accepted accounting principles:


WGR has spent all of its time during the past seven fiscal years on research
and development activities. WGR clarifies, here, its costs associated with
prior research and development activities. WGR's interconnector service does
not require any laboratory research. Nor is it different in any material degree
from any other interconnector service, including cable/fiber or microwave
wireless.


WGR did not develop the products, like the Redline radios that it uses, or the
Skype app., for example. WGR has, however, invested seven years of its time in
developing the project areas. Its research and development has been on
developing an understanding of what are the major impediments to rural
broadband expansion in rural America. As indicated throughout this offering
circular, these include the absence of any companies, like WGR, which have a
sole national focus on rural America, a considerable and unwarranted emphasis
on single-technology by the large telecommunications companies, and a major
issue of user adoption rate. By constantly developing the projects to keep
current with the technology and consumer demands, and by solely focusing on
rural America, WGR's shareholders and its support team believe that its best
resources of dedication and time, have yielded the best possible
current-technology solution.


WGR addresses here, issues of selling expenses, including but not limited to,
legal, engineering, and accounting charges. WGR takes out engineering from the
equation. In some instances, professional engineers may be consulted as to
parts of projects involving municipalities, but by and large, all of the
products that WGR uses will already have been engineered. In other words, many
of the vendors, Redline for example, have their own internal engineers, in
fact, some Ph.D. engineers, who make strict requirements as to installation,
connections and other quality control features. WGR could not interfere with
those functions by hiring a separate engineer, without losing its support and
warranty components with Redline.


As indicated above, however, the key selling expenses have to do with the major
issue of customer acquisition, also known as the user adoption rate. Investors
are, again,  cautioned here that this is a major hurdle that must be overcome
with the advertising campaigns, community involvement, the opening of The Shop
stores, like the Apple Store, and significant service promotion on a long term
basis.




38


Attorneys  and accounting fees would be spent, in the first instance of
accounting, to maintain rigid protocols for internal controls, consistent with
industry standards. In fact, several layers of internal accounting controls
will be implemented. Secondly, attorneys will handle ongoing reporting
requirements for all aspects of compliance.




E . The estimated dollar amount spent during each of such years on material
customer-sponsored research activities relating to the development of new
products, services or techniques or the improvement of existing products,
services or techniques:


For largely proprietary reasons, WGR has avoided such spending, and will
continue to avoid such, for those same reasons. Further, both the FCC and the
United States Department of Agriculture, among other Federal and State
agencies, have extensive public information available on this issue.


WGR expands here on information that explicitly describes the cost of research
activities and the impact on business operations if anticipated costs change.
As WGR has indicated, it does not, and need not, perform laboratory research.
WGR's research consists of finding the best current-technology solution from
what are a known set of technologies, to include cable/fiber, wireless,white
space, and satellite technology. The costs of research as to the best mix of
those technologies in any one given project area are a part of WGR's project
development.


For example, in one of WGR's sister company installations in the Mid-Hudson
region of New York, the installation team installed a middle mile Redline radio
on a 40-foot mast that the installation team built from 3-inch, inner diameter
black pipe. WGR selected the project area based upon information as to no
broadband that was provided by local elected officials. WGR was and is able to
scale the project along a known area of a state road that has, as two end
points, a distance of approximately 5 miles. On either side of the road, there
exists internet service, so that middle mile radios may be placed at various
locations, and there is good residential housing density to justify the
installation of the middle mile radios. What was the unknown is the number of
such radios that are needed, and here again, Redline largely determines that,
with input from a GIS/ mapping vendor company, CN Ventures. See,
www.connectednation.org.








39


WGR's shareholders and support team believe that both investors and regulators
may be reminded that the founding group began its eighth year on March 1, 2016.
WGR anticipates no major changes to its cost structure as a result.




                F . The number of persons employed by the issuer:


WGR expands on information regarding the projected number of employees for
future operations, as well as any detail that addresses how this information
will change as business operations grow, and disclosures that explicitly
addresses the employee expense and the impact on business operations if
anticipated expenses change.


WGR recites here, as in other sections of this offering circular, that, aside
from having as a sole focus, the unserved areas of the United States, its
business is, by and large, like any other interconnector business, be it a
fiber company, like Lightower, or a wireless company, like American Tower, or
like a strictly interconnector component company, like Time Warner Cable. The
list, to match the components, is, thus, simplistic and reasonable:


1 . middle mile installation: all such companies have installers, and WGR has
at least one installation team already, and they installed the mast on the
Mid-Hudson project. These are typically folks who have a lot of experience in
construction and carpentry;


2 . last mile installation: where, for example, the cable guy brings the cable
to the outside of the residence. For us, there is every chance that WGR will be
hiring local independent contractors who hire themselves out to the cable,
wireless and satellite companies to perform installations;


3. Inside installers: like any of those companies, WGR will have the same type
folks. In fact, and again, it will likely hire local independent contractors
who do cable or wireless or satellite inside installations;


4. The Shop: this should be like the Apple Store, a nice place to go to open an
account, buy apparel, get tech. support and the like. There will be a retail
expert, as well as a technology expert at these stores;








40


5 . back office staff: like those companies, there will be staff to help with
billing, service calls, components replacements and repairs and the like;


6. large-scale or unique construction and installations: for this La Paz county
area, with a monstrous potential of gaining more than 9,000 customers in a
single contiguous area, WGR would anticipate retaining a major
construction/project management company, like Black and Veatch or Squan
Solutions.


For the more patchwork sections of a project area, WGR anticipates that a
typical team can comfortably handle a customer account list of 500 customers.
After that, a new The Shop would open, and the installers would be shifted to
the new area, and back office staff would grow to accommodate the next 500
customers.


WGR feels it important to emphasize to investors that,for the large
landmass/large-scale installations it will hire professionals like Black &
Veatch, www.bv.com, or Squan Solutions, www.squan.com.  In addition, WGR will
hire supply chain professionals to manage components purchases and deliveries
and replacements. Further, WGR will retain the services of a professional
advertising company. WGR simply cannot leave the issue of the user adoption
rate to non-professionals. Instead, the My First Car Club brand will be
developed to apply across all lines. The The Shop retail/service support
facilities will have a defined interior look, down to the last detail. WGR may
also attempt to develop podcasts and possibly a reality T.V. show. WGR will
make every attempt to have its mission and service become a part of the
permanent infrastructure exhibit at the Smithsonian National Museum of American
History - Kenneth E. Behring Center.


WGR will retain a Chief Operating Officer (COO), who must be a person with a
broadband background, who has a degree in business management, and preferably a
masters degree in same, and experience with a telecommunications or broadband
company.


In other words, upon funding, WGR will make its first human resources expansion
with the retainer of a professional team to manage all aspects of a large-scale
install, like the one for La Paz County.
















41
G . The material effects of compliance with environmental regulations:


As the interconnector sector, including WGR's projects, do not discharge any
waste of any type, there are no compliance requirements with Federal, State and
local provisions which have been enacted or adopted regulating the discharge of
materials into the environment, that may have an impact upon the capital
expenditures, earnings and competitive position of the issuer and its
subsidiaries;






H . Distinctive or special characteristics of the Issuers operation or industry
which may have a material impact upon the issuers future financial performance:




1. there is no dependence on one or a few major customers or suppliers
(including suppliers of raw materials or financing) which may have a material
impact on the issuers future financial performance. As noted above in the list
of vendors, all of the components can be regularly purchased on the open market
at the best competitive pricing;


2 . existence of probable governmental regulation:


the definition of the interconnector sector was preserved in the FCCs recent
Open Internet rules, as cited above. To the extent that broadband internet
access service (BIAS) provider retailers will sell their services on WGR's
system, those providers will be regulated by the FCC. To the extent that WGR's
business remains as solely one of interconnector service, meaning to include
middle  mile fiber or wireless microwave, as well as last mile fiber, wireless
microwave, or wireless white space and satellite, WGR will continue to fall
within the existing regulations for the sector. In other words, only if it were
to cross over into becoming a BIAS would WGR come under the additional
regulations of the Open Internet rules. The key to becoming such would be, and
the determinative factor is, whether WGR were to take space on server at a
datacenter, like say a Google data center. See,
www.google.com/about/datacenters/gallery/#/. At that point, WGR would be
offering retail services, like email, search, content and other features of
retail. WGR has no plans to do so as a part of this offering;










42
3 . material terms of contracts:


As indicated above, with respect to projected labor requirements, because
investor funding has not yet been achieved, WGR has not, and will not, enter
into an material labor contracts. Further, at the present time, WGR has no
patents, trademarks, licenses, franchises, concessions or royalty agreements;


4 . unusual competitive conditions in the industry:


There are no known or anticipated unusual competitive conditions in the
industry, cyclicality of the industry or anticipated raw material or energy
shortages to the extent management may not be able to secure a continuing
source of supply. The two primary challenges for broadband in rural America are
building systems that reach into the unserved areas using multi-technology
solutions, ie. middle mile fiber,  wireless or satellite, and last mile, ie.,
fiber, microwave wireless or white space wireless or satellite, and then the
great acceleration of the user adoption rate, otherwise known as customer
acquisition;


I. The Issuers plan of operation for the twelve months following the
commencement of the proposed offering:


Proceeds will be utilized, immediately, to achieve full implementation of the
projects. All planning is in place, and there is, thus, nothing else to do
other than proceed to installation and activation.


As shown in the table of the use of proceeds and also the priority of the use
of the proceeds listing, there is a defined sequence that needs to take place.
WGR provides here a first 12-month sketch of activity:


1 . base station middle mile location acquisitions;


2 . base station installations;


3. base station Internet connection achieved;


4 . The Shop opens;










43
5 . customer acquisition/branding/advertising program begins in the project
area;


6 . first initial, approximately 80 residential installs, for beta testing, per
base station, are achieved and customer accounts activated for the 20 base
stations;








J . Proceeds from the offering to project cash requirements and whether, in the
next six months, it will be necessary to raise additional funds:




WGR expands on further detail of the equipment necessary for business
operations. As a  recap, assuming a white space technology installation for La
Paz County, there is a middle mile sending/ receiving radio that is connected,
like a cable
connection, to an internet companys line at that location. The internet
company, either a middle mile interconnector company, or a BIAS that provides
internet connection wholesale, will supply to us, wholesale, an internet
connection that can handle the 80 accounts that each sending/receiving radio
can accommodate.


There will, then, be a white space receiving radio mounted on a mast at the
residence of the customer. That radio will have the signal from the middle mile
beamed to it, will receive it, will read it as belonging to that customer, and,
using the same coaxial cable that every telecommunications provider uses, will
send the signal through the cable, through to an install site on the inside
wall of the residence, just like any other telecommunications service, and will
be connected to a router, just like any other service.


Once the router is connected, it will be configured to the customers account,
just like any other telecommunications service, but with WGR's service, will be
configured to the tablet that WGR provides, and inside WiFi will be achieved,
as well as general broadband and data service.


Once the router is configured, the streaming video kit will be configured for
wireless, and will be connected to the customers T.V., and activated. Or, the
streaming kit could be connected to the T.V. with a standard cable from a
router port, depending on the location of the T.V. and customer preference.






44
Once the streaming video is activated, the Skype app. will be configured to the
customers smartphone and activated.


Then, the cloud storage receiver hardware will be configured to the customer
app., and activated.


At that point, the installer and the residents will reach the WOW point,
jumping for joy!


Proceeds will be utilized in strict accordance with those budget calculations
and for install and activation.


As the budget may be measured by the amount of any proceeds at any one given
time, and then the project sector may be scaled accordingly, there would be no
need to raise additional funds for that sector.


For example, if the project raises an initial $600,000.00, then that amount
would go towards the installation of one of the big sending radios, and 80
receiving radios in homes or offices. The only reason that the full 80 may not
be installed at the outset would be the result of needing a higher capacity
hardware install at the  peering point. As these costs are generally known, and
may be calculated, in fact, whether such additional capacity will be needed at
any given sector would not be known until the install begins.


For example, a base station location that otherwise qualifies for the sending
radio, one that has height and electricity and is not in an FCC-prohibited
flight path, among other factors, may not have an internet connection, or may
have one, but the hardware is not sufficient to be able to handle the bandwidth
that is needed. In this scenario, WGR would look for such a co-location, which
would be nearby, and would make contract arrangements to put a sending radio
onto that co-location area, to send the signal to the base station, where the
80-account radio will be mounted.


All such calculations and variations of this theme have long been worked out,
and are overcome at a price/budget point that would allow for the 80 customer
accounts to be placed on the big radio.
45
In terms of scaling, thus, if $6,000,000.00[25] were achieved, for example, the
number of pieces of hardware would simply be multiplied to accommodate that
funding award, and so forth.
K . Any engineering, management or similar reports:


For the purposes of this offering circular, and the requirements of
inclusiveness in order to provide to the potential investor with enough
information by which to make an investment decision, there have been no
engineering, management or similar reports which have which have been prepared
or provided for external use by the issuer or by a principal underwriter:




        L . Segment Data:


WGR elaborates on the absence of any segment data to provide here. WGR reviewed
the general definitions of segment data, and as a reference provides this link:
http://www.investopedia.com/articles/stocks/06/segmentdata.asp.


WGR states here that, it is  not a company of the size that would yield such
segment data at this time.


In addition, WGR does not yet have an operating history that could provide the
underlying information so as to calculate for segment data.


WGR would, however, anticipate achieving such valuable information and
calculations in the future.












46




VI.


ITEM 5.


DESCRIPTION OF PROPERTY




WGR describes here the location and general character of the principal plants,
and other materially important physical properties of the Issuer and its
subsidiaries. WGR includes a description as to any such property not held in
fee or held subject to any major encumbrance.


To the greatest extent possible, WGR seeks to avoid owning any property in fee
simple. WGR elaborated on this topic in other sections above. Such expenses,
often promoted by vendors of such components as cell. towers, have resulted,
historically, in both unnecessary and unsustainable, and therefore,
unprofitable results.


Once the basic middle mile and last mile outside infrastructure are in place,
WGR will implement a kit system that that, it believes, will result in the
successful end user consumer component of its business plan. Since WGR will not
be selling a product, like a car or a bicycle, and since broadband is invisible
radio waves configured to computers, it found that it needed a way to brand its
service and the consumer items that come with it. Driving a lot of the
discussion was research into the issue of user adoption rates for rural
electrification. By comparison, since WGR would not be selling electric irons,
or refrigerators or washing machines, and since it is branding its systems like
a  first car, it arrived at the kit idea. A new first car owner, for example,
may want to buy a used car and install a new stereo system, a kit. Or, maybe a
new set of wheels and tires, another kit. Or, an engine upgrade, another kit.


WGR wants something that will take the customer to The Shop like a car parts
shop to pick up items for their kit. At the same time, however, upon activation
of the account, kit parts are slated to arrive by overnight courier, like
FedEx, containing the first components, likely an apparel set, and the tablet.
Since the tablet can be used anywhere, WGR will encourage the new customer to
take it anywhere where there is public WiFi, like a library or Starbucks, and
read the instructions and become comfortable with it.








47
WGR thought to deliver the streaming video and cloud storage kits to the
customer as well, but, in the beginning, have agreed that having the customer
come by The Shop to pick up your streaming video and cloud storage kit will be
the best way to show the customer how to use these components.


Similarly with the Skype app. We anticipate that, likely, 100% of the customers
will come to The Shop to pick up and have configured, the Skype component of
their kit.


Thus, all of these items, plus the router, and the streaming video and cloud
storage  services will be a part of the framing and branding of WGR's service
that, for the customer, begins with the kit. We like this idea and plan to
implement it, and expand upon it with, for example, holiday add-ons like
discount pricing on other tablets, or upgrades to tablets and streaming kits
and the like. We will be no different than the
other companies that offer the same programs to customers in urban and suburban
areas, and we do not want to be different. All persons in rural America should
be at the same level of technology access and consumer benefits as those in the
urban and suburban areas of America.


Put another way, the era of cable is coming to my farm any time now, has
largely ended. Further, the era of cell. towers for rural areas, has also
largely ended. Those two self-limiting sectors never adjusted their business
models to suit the needs of rural America, and have, accordingly, and for good
and sound business reasons limited to their narrow function, abandoned the
rural sector.


As detailed in other sections of this offering circular, however, the projects
will rely for both middle mile and last mile  on both fiber, wireless and
satellite interconnector points. For the reasons stated in those other sections
in this offering circular, because, those sector companies already own their
own assets, long term leases make the best business sense.


WGR expands, further, concerning the potential impact if the Issuers current
strategy is unsuccessful. WGR includes, but does not limit this discussion to
the effect to business operations if its projected plan concerning physical
property is unsuccessful.


WGR reminds investors that this discussion, too, concerns forward-looking
statements, and further, that any investor must be prepared to lose the total
amount of investment as a result of investing in WGR.






48
This being said, as WGR describes in other sections of this offering circular,
there exist extensive and well-defined market sector companies for the
interconnector industry. Thus, a recipe for failure would be were WGR to go
outside those well-known companies that can be of the best help to us. WGR says
this because, by avoiding the utilization of those companies, WGR, by default,
thereby, avoids making what could be a fatal decision to incur unnecessary
costs, such as would drive up the project price with no corresponding benefit
to the project, to the consumer or to the investors.


As an example, if, instead of placing a middle mile base station at a location
where there is an existing broadband connection, for no apparent reason, WGR
were to place it at a location nearby that has no broadband connection, WGR
would have to absorb the cost of digging the trench, laying the fiber and
establishing the connection, things that could have been avoided by simply
using a location that already has a connection.


Or, for example, in a case where there is a cell. tower within a range where a
middle mile sending radio could be placed under a standard lease with say,
American Tower. If WGR were to go through the expense of placing a new tower
nearby, for no apparent reason, WGR would, similarly unreasonably spend
investor funds to accomplish the same objective that a simple lease with the
tower company would obtain.


WGR states, therefore, that questions of physical property in the
interconnector sector are well-known, well-defined. There is a robust and
competitive business sector already in place that can accommodate all aspects
of this component of its business. Were WGR to go outside of this well-known
industry, which it will not do, that is where the investor would be concerned.
























49








VII.


ITEM 6 .


DIRECTORS, EXECUTIVE OFFICERS


AND SIGNIFICANT EMPLOYEES




                        A . DIRECTORS



Tony Ramos - Board Chair


Age: 62


Term of Service in Office: 3 years, but an original founding member since 2009


Procedure for selection: shareholder vote


David J. Karre, M.L.S. -  Vice Chair


Age: 68


Term of Service in Office: 3 years, but an original founding member since 2009


Procedure for selection: shareholder vote


Thomas A. Burke, Esquire, Voting member


Age: 57


Term of Service in Office: new director but an original founding member since
2009


Procedure for selection: shareholder vote












50
Greg Ramos, Voting member


Age: 60


Term of Service in Office: new director but an original founding member since
2009


Procedure for selection: shareholder vote






Rick Ench, Voting member


Age: 67


Term of Service in Office: new director but an original founding member since
2009


Procedure for selection: shareholder vote




Olekanma A. Ekekwe, Esquire, voting member


Age: 46


Term of Service in Office: new director but an original founding member since
2009


Procedure for selection: shareholder vote




























51


B . EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES


Tony Ramos, President


David J. Karre, M.B.A., M.L.S., Vice President


Rick Ench, Secretary


Olekanma A. Ekekwe, Esquire, Treasurer






        C . FAMILY MEMBERS


There are no officers, directors or significant employees who have family
members in any such corresponding position, or who have any controlling voting
interest over such persons. Greg Ramos is the brother of Tony Ramos. The two do
not share the same house, or live in the same State.




D . BUSINESS EXPERIENCE


Experience and principal occupations, employment and business experience (5
years):


Tony Ramos


Dates of employment                        Title
Company                   Duties
______________________________________________________________________
March 1, 2009-present                        Founder & President
RBC companies                Start up



                                                                       and run


companies
January 29, 2017-present                        President &
                                                                  Board Chair
                          WGR                           President

                                                                      & Board

                                                                      Chair












52
Supplemental: Leader. Third generation self-made entrepreneur. Qualified issuer
by the State of New York and the SEC for WGR's sister company, Finger Lakes
Region Rural Broadband Company, Inc. Member of the elite professional political
sector in Washington, D.C. of originators of Congressional legislation. Veteran
fundraiser. Member of the elite professional political sector in Washington,
D.C., of originators of significant political policy/action campaigns. Writer
and Issuer of JOBS Act offerings, filings and shares.




Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Mr. Ramos holds no shares in WGR;


         b ) the amount of securities covered by the registration statement to
which the person has indicated an intention to subscribe:


Mr. Ramos intends no subscription to the shares;


c ) a description of any material interest of the person in any material
transaction with the issuer or a significant subsidiary effected within the
previous three years or proposed to be effected:


Mr. Ramos has a significant material interest, as the majority shareholder of
the parent company, Rural Broadband Company, Inc. (RBC) in all facets of WGR.
He does not, however, hold any contracts with WGR, and, in addition, RBCs
shares are exactly like those of the other shareholders: common/voting;



d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:














53
The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ramos according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.




David J. Karre, M.B.A., M.L.S.




Dates of employment                        Title
Company                   Duties
______________________________________________________________________
March, 2009-present                                Founder/Officer/Director
RBC Companies                   Founder


March 1, 2012-present                        CEO (now retired)        Four
County                        CEO
                                                                Library System


February 1, 2017- present                Vice President                Finger
Lakes
                                                                  Vice Chair of
                 Region Rural
                                                                  the Board
                  Broadband

                         Company, Inc.                   V.P. & Vice

                                                                   Chair


Supplemental:Company pioneer. Founding member, 2009. Leader. Former Chief
Executive Officer of large, rural library system in New York, 42 libraries.
Project organizer and leader for rural city sidewalk Internet company projects.
Highly experienced local, State and Federal lobbyist. Veteran fundraiser.
Master of Business Administration and Master of Library Science degrees.


Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Mr. Karre holds 11,765 shares in WGR;





54
 b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:


Mr. Karre intends no subscription to the shares;


        c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:


Mr. Karre has a significant material interest, as a founding shareholder in all
facets of WGR. He does not, however, hold any contracts with WGR, and, in
addition, his shares are exactly like those of the other shareholders:
common/voting;


        d ) the estimated remuneration to be paid during the next 12 months,
directly or indirectly, by the Issuer and all predecessors, parents,
subsidiaries, and affiliates of the Issuer:


The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Mr. Karre according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.




Thomas A. Burke, Esquire


Dates of employment                        Title
Company                   Duties
______________________________________________________________________


March 1, 2009 - present                Founder/officer/director           RBC
founding companies    officer/director


January 29, 2017                Voting Board Member                        WGR
                 Voting Board

                                                                  Member
March 1, 2012 - present            Attorney[26]


55
Supplemental: Company pioneer. Founding member, 2009. Significant experience
with government procurement. Has secured more than $10 million in rural
technology grants from the State of New York.


Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Mr. Burke holds no shares in WGR. This said, WGR intends to provide to him
certain shares for services, as it has done for other officers and directors;


         b ) the amount of securities covered by the registration statement to
which the person has indicated an intention to subscribe:


Mr. Burke intends no subscription to the shares;


        c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:


Mr. Burke has a significant material interest, as a founding member in all
facets of WGR. He owns shares in our other companies. He does not, however,
hold any contracts with WGR;


d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:


The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Mr. Burke according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.






56
Olekanma A. Ekekwe, Esquire


Dates of employment                        Title
Company                   Duties
______________________________________________________________________


March 1, 2009 - present                             Founder/Director
     RBC companies           Consultant/

                                                                     Voting

                                                                     Board

                                                                     Member


January 29, 2017                                         Corporate
                                                  Corporate
    Treasurer
Treasurer &
     & Voting
Voting
     Board
Board



                                                                      Member
                                                             Member


March 1, 2012 - present                     Attorney[27]




Supplemental: Company pioneer. Founding member, 2009. Litigator. Significant
experience in corporate governance.


Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Ms. Ekekwe holds no shares in WGR. This said, WGR intends to provide to her
certain shares for services, as it has done for other officers and directors;


 b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:


Ms. Ekekwe intends no subscription to the shares;


        c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:






57
Ms. Ekekwe has a material interest, as a trustee for escrow funds, pursuant to
an escrow agreement. She owns no shares of any of the companies;


d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:


The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Ms. Ekekwe according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.

Rick Ench, Independent Consultant on Issues of Native American Policy


Dates of employment                        Title
Company                   Duties
______________________________________________________________________


March 1, 2012 - present                     Independent Consultant
  Self                Consultant on

                                                              Issues of Native

                                                              American Policy
January 29, 2017                        Secretary & Voting Board
                                                             Member
                             WGR                  Corporate

                                                               Secretary &

                                                               Voting Board

                                                               Member



Supplemental: Significant professional experience on issues of planning,
organization and funding for Native American regions and lands.




















58
Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Mr. Ench holds no shares in WGR. This said, WGR intends to provide to him
certain shares for services, as it has done for other officers and directors;



 b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:


Mr. Ench intends no subscription to the shares;


        c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:


Mr. Ench has no significant material interest in WGR. He owns no shares in any
of the companies, including in WGR. He does not hold any contracts with any of
the companies, including WGR;


d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:


The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ench according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for largely uncompensated service, will be made and
is deserved.












59
Greg Ramos, Large Project Consultant


Dates of employment                        Title
Company                   Duties
______________________________________________________________________


March 1, 2009 - present                              Founder            RBC
founding companies                   Consultant


January 29, 2017                                       Voting
         WGR                                       Voting
                                                                   Board
                                                                    Board
                                                                   Member
                                                                Member


March 1, 2013 - present                          Consultant         Par Steel
Shelving &

             Equipment Co.                                 Consultant




Supplemental: Company pioneer. Founding member, 2009. United States Army
(Retired after 25 years of service) Significant experience in large scale
military and civilian outdoor project organization and implementation.


Additional information:


        a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:


Mr. Ramos holds no shares in WGR. This said, WGR intends to provide to him
certain shares for services, as it has done for other officers and directors;


b ) the amount of securities covered by the registration statement to which the
person has indicated an intention to subscribe:


Mr. Ramos intends no subscription to the shares;


        c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:


Mr. Ramos has no significant material interest in WGR. He owns no shares in
WGR. He does not hold any contracts with any of the companies, including WGR;






60
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:


The Issuer, WGR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ramos according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.


WGR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.



E . Involvement in certain legal proceedings


1 . Bankruptcy or State insolvency:


There are no members of the group who have been involved in such proceedings.




2 . Criminal proceedings:


There are no members of the group who have been involved in any material
proceedings.


3 . Other legal proceedings:


WGR is involved in no other legal proceedings.


4 . Policy proceedings:


Investors should also be made aware of RBCs robust policy shop in Washington,
D.C.


The path to rural broadband in America must, of necessity with such a large
national issue, run through Washington.






61
For this reason, WGR has already begun the long process of drafting legislation
that will direct all federal government rural infrastructure components into
one piece of legislation and just one government department or agency. WGR
calls the project, The Rural Digital Data Act, and it has a website at
www.digeday.com.


In addition, and however, RBC and its subsidiaries make formal comments to
Federal and State agencies on issues of broadband, broadband in libraries and
in other community anchor institutions that serve vulnerable populations.


Thus, WGR's policy shop positions it to drive and keep the focus on rural
America, and WGR and its parent and sister companies are fast becoming known as
experts in the field.




VIII.


ITEM 7 .


REMUNERATION OF DIRECTORS AND OFFICERS




A . Annual remuneration:


WGR has not yet arrived at the point where it will retain the services of a
professional compensation expert to guide us on this issue;


B . Proposed remuneration payments:




WGR has not yet arrived at the point where it will retain the services of a
professional compensation expert to guide us on this issue.




















62
IX.


ITEM 8.


SECURITY OWNERSHIP OF MANAGEMENT


AND CERTAIN SECURITYHOLDERS




A . Voting securities and principal holders thereof:


1 . by all officers individually:


David Karre, owns 11,765 common/voting shares of WGR. His shares will be
increased in accordance with the dilution formula shown above, and therefore,
issuance of more treasury shares.


Mr. Ramos owns no shares, individually, in WGR, but rather his ownership
interest is as a majority shareholder in RBC, which is the majority shareholder
of WGR.


2 . all officers as a group:


David Karre owns 11,765 common/voting shares in WGR.


3 . each shareholder who owns more than 10% of any class of the issuers
securities, including those shares subject to outstanding options, or any
person, or entity, owning of record or owning beneficially, if known, 10% or
more of the outstanding shares of any class of equity security of the Issuer,
in Item 6 D., above:


Rural Broadband Company, Inc., owns 55% of WGR.


Lusosystems, Inc. owns 10% of WGR.


















63
B . Ownership:


1 . Pre-offering shares:


Consistent with the Amended Offering Statement which is incorporated into this
Amended Offering Circular, by reference, with the exception of Rural Broadband
Company, Inc. and Lusosystems, Inc., those shareholders named therein all own
shares in the amount of 2% or less of shares owned before the offering, and
will own their same respective percentages, according to the dilution formula,
after the offering. Any new officers and directors will be provided with
shares, considering dilution, in an amount of less than one half of one percent
of all outstanding treasury shares.


Thus, in order to achieve a Regulation A funding offering of $20,000,000.00,
the amount of 200,000 shares will be issued, and then an amount that, with the
calculation of the dilution formula, will keep those shareholders at the same
percentage before this offering.


Thus, there will be no transfer of any pre-offering shares. Upon qualification,
the new shares were issued, and existing shareholders were issued such
additional shares as are consistent with the dilution formula set forth above.
All dilution calculations are made by a person who holds a Ph.D. in
mathematics.


2 . Control votes:


There are no persons who hold or share any voting power either pre-offering, or
post-offering;


3 . 10% voting shares:


There are no persons who hold shares or the power to vote shares of 10% or more
of any shares other than direct owners of those shares.


C . Non-voting securities and principal holders thereof:


All shares are common/voting shares;






64






D . Options, warrants, and rights:


Consistent with the one class/ one price rule there are no options, warrants or
rights;


E . List all parents of the issuer, showing the basis of control and as to each
parent the percentage of voting securities owned or other basis of control by
its immediate parent, if any:


1 . Parent:


Rural Broadband Company, Inc. is the parent and project organizing company for
its subsidiaries, which are the operating companies.


RBC owns 55% of WGR;


2 . Basis of control:


majority ownership of shares;


3 . Percentage of shares: 55%.




X.


ITEM 9 .


 INTEREST OF MANAGEMENT


AND OTHERS IN CERTAIN TRANSACTIONS


Brief description of  any transactions during the previous two years or any
presently proposed transactions, to which WGR or any of its subsidiaries was or
is to be a party, in which any of the following persons had or is to have a
direct or indirect material interest, naming such person and stating his
relationship to the Issuer, the nature of his/her interest in the transaction
and, where practicable, the amount of such interest:








65




A . Any director or officer of the issuer:


All of the officers and directors will have, in the future, material interests
in material transactions between WGR and any other companies or persons, and
will work to make sure that such material interests with outsiders are in the
best interests of WGR:


B . Any nominee for election as a director:


At the present time, there are no nominees for election as a director.
Elections were concluded on January 29, 2017. The officers and directors shown
in this amended offering circular are the class of 2017;


C . Any principal securityholder named in answer to Item 8 A., above:


There are no principal security holders who would hold any material interest in
any material transactions that differ from those mentioned in Item 8 A, above;




D . If the Issuer was incorporated or organized within the past three years,
any promoter of the issuer:


The Issuers representative, Tony Ramos, is also the Issuer of JOBS Act/Rule 506
securities, and notice of same was filed by the uploading of Form Regulation D
onto EDGAR upon the opening of that opportunity, in September, 2013.


See, EDGAR filing at:


https://www.sec.gov/Archives/edgar/data/1640170/000164017015000002/xslFormDX01/
primary_doc.xml




















66
E . Any relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of WGR its parent or sister subsidiaries:


Greg Ramos is the brother of Tony Ramos. The two do not share the same house,
or live in the same State. There are no relatives or spouses of any of the
foregoing persons, or any relative of such spouse, who has the same house as
such person or who is a director or officer of WGR, its parent or any of its
sister subsidiaries;


F . Material transactions involving bank depositary of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services:


With this amended offering circular of March 17, 2017, the Issuer hereby
advises that it has retained the escrow services of attorney Olekanma A.
Ekekwe, in Washington, D.C. The issuer and attorney Ekekwe have signed an
escrow contract which provides a 1.5% fee, based on the gross deposited amount,
plus any administrative costs or expenses. All investor proceeds will be
deposited, and therefore subject to lawyer regulatory action in the following
account: Olekanma A. Ekekwe, as Trustee.


In addition, with this amended offering circular of March 17, 2017, the company
advises that it has signed an escrow agreement, and that it has opened an
escrow account with Signature Bank in Minnetonka, Minnesota.


With the exception of the Issuers representative, Mr. Ramos,  there is no
registrar for any such material transactions.


There is no trustee under a trust indenture, or any other material
transactions.


There are no further similar services.


















67




G . Material transactions or a series of similar transactions, including all
periodic installments in the case of any lease or other agreement providing for
periodic payments or installments that does not exceed $3.500,000:


There are no material transactions or a series of similar transactions,
including all periodic installments in the case of any lease or other agreement
providing for periodic payments or installments that do not exceed
$3.500,000.00;


H . Where the interest of the specified person arises solely from the ownership
of securities of the Issuer and the specified person receives no extra or
special benefit not shared on a pro-rata basis by all of the holders of
securities of the class:


There are no persons specified whose interest arises solely from the ownership
of securities of WGR, and where such specified person receives any extra or
special benefit not shared on a pro-rata basis by all holders of securities of
the class, the class being common/voting;


I . Material indirect relationships:


1 .  there are no material indirect relationships from such persons position as
a director of another corporation or organization which is a party to the
transaction;


2.  there are no material indirect relationships from the direct or indirect
ownership by such person and all other persons specified in Item 8, above,
individually or in the aggregate, of less than a 10 percent equity interest in
another person which is a party to the transaction;


3 . there are no material indirect relationships where the interest of such
person arises solely from the holding of an equity interest (including a
limited partnership interest but excluding a general partnership interest) or a
creditor interest in another person which is a party to the transaction with
the Issuer or any of its subsidiaries and the transaction is not material to
such other person;


4 . there are no material indirect relationships for any material underwriting
discounts and commissions upon the sale of securities by WGR where any of the
specified persons was or is to be a principal underwriter or is a controlling
person, or member, of a firm which was or is to be a principal underwriter;




68
5 . there are no material indirect relationships as to any transaction
involving the purchase or sale of assets by or to WGR, its parent or any of its
sister subsidiaries, otherwise than in the ordinary course of business, and
thus, no cost of the assets to the purchaser and, if acquired by the seller
within two years prior to the transaction, or costs thereof to the seller;


6 . there are no material indirect relationships involving any material
transactions which involve remuneration from  WGR, its parent or any of its
sister subsidiaries, directly or indirectly, to any of the specified persons
for services in any capacity unless the interest of such persons arises solely
from the ownership individually or in the aggregate of less than 10 percent of
any class of equity securities of another corporation furnishing the services
to the issuer or its subsidiaries;


7 . there are no persons on whose behalf any part of the offering is to be made
in a non-issuer distribution, except to the extent that any authorized
distributions by third-party sellers, who have not yet been retained, are made.




XI.


ITEM 10 .


SECURITIES BEING OFFERED






A . Capital stock:


l . title of class: common;


2 . dividend rights: WGR has not yet discussed dividends, and plan to do so
only in the context of retaining a compensation expert to guide us on this
issue;


3 . voting rights: common to all. All shareholders have one vote for each share
owned;












69


4 . liquidation rights:


Shareholder liquidation rights have not been discussed as of yet. Shareholder
resale rights are governed by the Reg. A+ rules within the first 12 months of
sale, and, in aggregate, cannot exceed 30% of the total shares sold. Further,
excepting this modification to Rule 144 of the SEC, any such sellers must
comply with the remaining portions of the rule;


5 . preemptive rights:


There are no preemptive rights, and no contracts for any preemptive rights, and
thus, the one class / one price format is maintained. In general, however, all
shareholders will be issued additional shares with each successive new issue,
consistent with their amounts held and as calculated using the dilution formula
shown above;




6 . conversion rights:


There are no conversion rights because there is only one class of stock:
common/voting;


7. redemption provisions:


There has been no discussion, yet, as to any redemption of shares, and same
will take place upon the retainer of a compensation and shares expert in order
to provide guidance;


8 . sinking fund provisions:


As there are no bonds being sold in this offering, there are no sinking fund
provisions;


9 . liability to further calls or to assessment by the issuer:


There will be no calls or assessments by the Issuer, without further amendment
of this offering circular;






70






                B . debt securities are being offered:


There are no debt securities being offered as all shares in the offering are
one class/ one price.


C . warrants, rights, or convertible securities:


There are no warrants, rights or convertible securities as all shares are one
class/ one price.


                D . blockchain technology:


The company will utilize blockchain technology as outlined in Section XV. -
 ITEM 14. ALTERNATIVE PAYMENT METHODS ON BLOCKCHAIN TECHNOLOGY, below.


The utilization of such technology, however, remains pegged to the single class
of share being offered herein.






E . Balance sheet[28]:


Assets


Current Assets[29]                2014                        2015
          2016       2017


Cash                        0                        1,292.72                0
              0


Accounts
receivable                0                                0                0
             0














71
Inventory[30]                0                                0
0                0


Prepaid
expenses[31]                0                                0                0
               0


Short-term                0                                0                0
             0
investments


Total current assets                0                                0
      0                0


Fixed (long-term) Assets


        Long-term
        investments                0                                0
     0                0



Property,
        plant & equipment
        (less accumulated
        depreciation)[32]                0                        0
   0                0


        Intangible assets                0                        0
   0                0


Total fixed assets                        0                        0
    0                0












72




Other Assets


        Deferred income                0                        0
 0                0


        Other                                0                        0
       0                0


Total Other Assets                        0                        0
    0                0




Total Assets                                0                        0
      0                0


Liabilities & Owners Equity


Current Liabilities


        Accounts payable[33]                0                        0
      0                0


        Short-term loans                0                        0
  0                0


        Income taxes payable        0                        0                0
               0




        Accrued salaries & wages        0                        0
  0                0


        Unearned income                0                        0
 0                0


        Current portion of
        long-term debt                0                        0
0                0


Total current liabilities                0                        0
   0                0














73
Long-term Liabilities


        Long-term debt                0                        0
0                0


        Deferred income
        tax                                0                        0
     0                0
        Other                                0                        0
       0                0


Total long-term liabilities                0                        0
     0                0


Owners[34] Equity


        Owners investment[35]        0                        0
0                0


        Retained earnings                0                        0
   0                0


        Other                                0                        0
       0                0


Total owners equity                        0                        0
     0                0


Total Liabilities & Owners
Equity                                0                        0
0                0




E . Statements of income, cash flows, and other stockholder equity:


Aside from the information provided in this offering circular, there are no
other statements of income, cash flows or other stockholder equity;


F . Financial Statements of Businesses Acquired or to be Acquired:


There are no businesses which have been acquired, and, at the present time, no
plans to acquire any businesses, and thus, there are no financial statements
other than any which are contained in this offering circular.


74
This being said, in terms of future and long-term planning, WGR will likely
acquire certain businesses, for example, small, local broadband companies,
where existing middle mile infrastructure makes such purchases feasible, and
also where such purchases, with an existing customer base, may allow for ease
of expansion into contiguous unserved areas;


XII.


ITEM 11.


THIRD-PARTY SELLERS


None as of the date of this amendment.


XIII.


ITEM 12.


COMPLIANCE - FOREIGN INVESTMENT AND
NATIONAL SECURITY ACT OF 2007


All foreign investors shall make a nominal initial deposit into the Company.
Such deposit must be made from the institution which will provide any
investment funds, must show the name of the investing company, and the full
contact information of the sender must be provided.


Upon receipt of such nominal deposit, the information will be turned over to
the office of the Foreign Investment and National Security Act of 2007, for
clearance.


No investor contracts shall be concluded until such time as the nominal deposit
has been cleared, and the above-mentioned due diligence information provided.






75














XIV.


 ITEM 13.


ANTI-MONEY LAUNDERING &
REPORTING OF SUSPICIOUS ACTIVITY


The SEC has provided guidance with respect to companies protecting themselves
from money laundering and other suspicious activities by investors.[36]


Further, our companies wish to take further precautions on behalf of our escrow
agents.


This being said, the various protecting legislation, rules and guidelines do
not apply specifically to issuing companies. Our companies, therefore, here,
give notice of voluntary compliance and adherence to such legislation, rules
and guidelines.


To this end, investors are advised that, for all investments of three thousand
dollars ($3,000.00) or more, a nominal deposit into the company account will be
required, if being made electronically, prior to the acceptance of any investor
funds into escrow.


For all investments of of three thousand dollars ($3,000.00) or more, in the
form of a paper instrument, the name and full address of the investor must
appear on the instrument, and a pdf. copy must be provided to the company
before being sent to the escrow agent.


Pursuant to all escrow agreements currently in effect with the companies, the
escrow agent shall have the discretion to reject any funds into escrow, or to
demand further documentation in support of the funds.


Any information concerning investments deemed by the escrow agents to be
suspicious will be turned over, on a voluntary basis, by the companies, to the
appropriate law enforcement agencies shown in the SEC guidance document.












76


XV.


 ITEM 14.


ALTERNATIVE PAYMENT METHODS
ON BLOCKCHAIN TECHNOLOGY


The company provides to investors various payment methods, including bank wire
transfers, certified checks, and Paypal.


All investor funds go, initially, into the escrow account, pending the election
by the investor on the 3-day right of withdrawal as outlined in this offering
circular.


In addition, investors may make purchases and payments using payment methods
and blockchain services.


Investors may purchase shares using the payment service, BitPay, where the
company maintains an account at www.bitpay.com.


As of the date of this amendment, the company, in addition to providing the
shares purchased, and thus a tangible value to the investor, has registered a
token at www.coinbase.com.


As of the date of this amendment, the token is pegged to Bitcoin. The investor,
thus, may obtain the Bitcoins purchased amount by plugging in the investment
dollar amount into the converter at www.coinbase.com, or utilizing any other
such converter that is available online.




XVI.


ITEM 15.

REQUEST FOR CONTINUING QUALIFICATION


Western Gateway Region Rural Broadband Company, Inc., requests continuing
qualification by the United States Securities and Exchange Commission.








77


________________
[1] Current amendments made after Blue Sky qualification by the State of New
York.
[2] Expenses of this Offering Circular are borne exclusively by the Issuer.
[3] 17 CFR 230.253
[4] The minimum for this offering is $5,000.00 and the maximum is $20 million
of which up to  $6 million may be sold by third-party sellers, and/or of which
up to the full $20 million may be sold by the Issuer's representative. All
offers to be finalized in the State of New York by the Issuer's
representative/dealer, which is the situs of the Blue Sky qualification for
this offering.
[5] Subject to final price negotiation by third-party sellers.
[6] No shares offered on account of any securities holders. Minus escrow fees
and costs and minus third-party seller commissions, bonuses, and administrative
costs.
[7]  The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million which may be sold by third-party sellers. Although
offers may be made by anyone worldwide, all sales will be finalized with the
Issuer's Representative signing the subscription agreement in the State of New
York, where the offering is qualified for Blue Sky purposes by the Attorney
General for the State of New York. Pursuant to New York General Business Law,
the Issuer's Representative, Tony Ramos, in addition, and as a result of said
New York qualification, may act as the Issuer's dealer. Thus, the Issuer may
sell up to the full amount, $20 million, unless the third-party sellers sell
some or all of the amount up to $6 million.




[8] The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.


[9] The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.
[10] The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.


[11] The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.
[12] The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.




[13]The minimum for this offering is $5,000.00, and maximum for this offering
is $20 million, including up to $6 million which may be sold by third-party
sellers. Although offers may be made by anyone worldwide, all sales will be
finalized with the Issuer's Representative signing the subscription agreement
in the State of New York, where the offering is qualified for Blue Sky purposes
by the Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.




[14] The minimum for this offering is $5,000.00 and the maximum is  $20
million, including up to $6 million which may be sold by third-party sellers.
Although offers may be made by anyone worldwide, all sales will be finalized
with the Issuer's Representative signing the subscription agreement in the
State of New York, where the offering is qualified for Blue Sky purposes by the
Attorney General for the State of New York. Pursuant to New York General
Business Law, the Issuer's Representative, Tony Ramos, in addition, and as a
result of said New York qualification, may act as the Issuer's dealer. Thus,
the Issuer may sell up to the full amount, $20 million, unless the third-party
sellers sell some or all of the amount up to $6 million.






[15] See, In Re Donald J. Trump Casino Securities Litigation - Taj Mahal
Litigation, 7 F.3d 357 (3rd Cir. 1993)
[16] See, Section 3 (b) (2) (C ), SEC Rules, JOBS Act and Rule 405, SEC Rules
[17] During the course of that survey period, Mr. Ramos mistakenly stated the
effective date of JOBS Act/ Rule 506 in offering documents being prepared in
anticipation of being offered in the State of Florida. He resolved the issue
with a pledge to avoid any such misstatements in the future. The matter is
reported
here:http://www.flofr.com/StaticPages/documents/OFRMonthlyReport122013.pdf.
[18] See,  footnote 5
[19]The minimum for this offering is $5,000.00 and the maximum is  $20 million,
including up to $6 million which may be sold by third-party sellers. Although
offers may be made by anyone worldwide, all sales will be finalized with the
Issuer's Representative signing the subscription agreement in the State of New
York, where the offering is qualified for Blue Sky purposes by the Attorney
General for the State of New York. Pursuant to New York General Business Law,
the Issuer's Representative, Tony Ramos, in addition, and as a result of said
New York qualification, may act as the Issuer's dealer. Thus, the Issuer may
sell up to the full amount, $20 million, unless the third-party sellers sell
some or all of the amount up to $6 million.




[20] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million which may be sold by third-party sellers. Although
offers may be made by anyone worldwide, all sales will be finalized with the
Issuer's Representative signing the subscription agreement in the State of New
York, where the offering is qualified for Blue Sky purposes by the Attorney
General for the State of New York. Pursuant to New York General Business Law,
the Issuer's Representative, Tony Ramos, in addition, and as a result of said
New York qualification, may act as the Issuer's dealer. Thus, the Issuer may
sell up to the full amount, $20 million, unless the third-party sellers sell
some or all of the amount up to $6 million.




[21] As amended, effective June 19, 2015.
[22] See, www.fcc.gov/encyclopedia/rural-broadband-experiments
[23] Rural Broadband Company, Inc.
[24] A useful analogy is with the earlier implementation of rural
electrification in the United States.
[25] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million which may be sold by third-party sellers. Although
offers may be made by anyone worldwide, all sales will be finalized with the
Issuer's Representative signing the subscription agreement in the State of New
York, where the offering is qualified for Blue Sky purposes by the Attorney
General for the State of New York. Pursuant to New York General Business Law,
the Issuer's Representative, Tony Ramos, in addition, and as a result of said
New York qualification, may act as the Issuer's dealer. Thus, the Issuer may
sell up to the full amount, $20 million, unless the third-party sellers sell
some or all of the amount up to $6 million.




[26] Admitted to practice law in the State of Connecticut.
[27] Admitted to practice law in Washington, D.C.
[28] Form 1-A, Part F/S (a)(1) & (b)(1)(2) & (3)(A).
[29] The company was formed specifically to comply with both pre and post-JOBS
Act requirements
[30] The company does not sell product, and thus would have no inventory.
[31] Prior to the formation of the company, so as to comply with JOBS Act
requirements, the project area that encopasses the companys reach, together
with other project areas, to include other applicant companies, did achieve
significant prepaid expense funding relative to the applications for stimulus
funding. All of this funding activity pre-dated JOBS Act, and occurred largely
in the years 2009-2010. That original funding allowed for the initial
development of the companys project area and initial design.
[32] The company will make every effort to avoid owning property, such as land
sites for cell. towers, or buildings for base stations. Such property has been
shown to be of a loss nature for such projects, and, in addition, there is
already a well-developed industry for the cellular tower sector that makes the
ownership of property for the projects largely unnecessary. Further, plant and
equipment, for the most part, will be owned by either the original equipment
manufacturer and/or the distributor, and leased to the company.
[33] There are no accounts payable by the company. In the near future, however,
consistent with its corporate structure, the parent company will expend funds
to prepay for certain GIS mapping of one of the project areas within the
company. This project area will serve as the first defined area for funding for
Regulation A investors, upon approval of the Regulation A application.
[34] To the extent that this term describes the company. This as opposed to
shares owned by individuals.
[35] To say again, the project area did benefit from prepaid expense funding
that was provided in the beginning years for stimulus funding grant
applications.
[36]
https://drive.google.com/file/d/0BxfFvX3PZFjzTHNnWC12MENNT3c/view?usp=sharing