Unassociated Document

S-3/A 1 v207832_s3a.htm Unassociated Document

As filed with the Securities and Exchange Commission on January 11, 2011

Registration File No.: 333-171164

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CLARUS CORPORATION

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation or organization)	58-1972600 (I.R.S. Employer Identification No.)

2084 East 3900 South Salt Lake City, UT 84124 (801) 278-5552

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Peter Metcalf President and Chief Executive Officer Clarus Corporation 2084 East 3900 South Salt Lake City, UT 84124 (801) 278-5552

(Name, address, including zip code and telephone number, including area code, of agent for service of process)

Copy to:

Robert L. Lawrence, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas New York, NY 10019 (212) 541-6222

Approximate Date of Commencement of Proposed Sale to Public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than the securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Small reporting company ¨

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CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Primary offering:

Common Stock, par value $0.0001 per share (“Common Stock”)
Preferred Stock, par value $0.0001 per share
Debt securities
Guarantees of debt securities	(4)
Total primary offering			$250,000,000.00	$17,825.00
Secondary offering:

Common Stock	4,159,686	$7.51 (5)	$31,239,241.86	$2,227.36

Total registration fee:				$20,052.36 (6)

(1)

Pursuant to Rule 457(i) under the Securities Act of 1933 (the “Securities Act”) with respect to the primary offering, the securities registered hereunder include such indeterminate number of shares of common stock, preferred stock and principal amount of debt securities as may be issued upon conversion or exchange of any preferred stock or debt securities registered hereunder that provide for conversion or exchange or pursuant to the anti-dilution provisions of any such securities.

(2)

The proposed maximum per unit and aggregate offering prices per class of securities with respect to the primary offering will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.

(3)	Calculated pursuant to Rule 457(o) under the Securities Act with respect to the primary offering.

(4)

We are also registering an indeterminate amount of guarantees by certain of our subsidiaries of debt securities. No additional consideration will be received for the subsidiary guarantees, if any, of the debt securities. Pursuant to Rule 457(n) under the Securities Act, no additional filing fee is required in connection with such guarantees of the debt securities.

(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, and based upon the average of the high and low reported sales prices of our common stock on the Nasdaq Global Market on December 8, 2010.

(6)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant	Jurisdiction of Incorporation or Organization	IRS Employer ID Number
Everest/Sapphire Acquisition, LLC (1)	Delaware	27-2458043
Black Diamond Equipment, Ltd. (1)	Delaware	870492334
Gregory Mountain Products, LLC (2)	Delaware	27-2458224
Black Diamond Retail, Inc. (1)	Delaware	841370708
Black Diamond Equipment AG(3)	Switzerland	N/A
Black Diamond Equipment Asia, Ltd.(4)	People’s Republic of China	N/A

(1)	The address, including zip code, and telephone number, including area code, of this registrant’s principal executive offices are the same as those of Clarus Corporation.

(2)	The address, including zip code, of this registrant’s principal executive offices is 1414 K Street, Suite 100, Sacramento, California 95814, and the telephone number, including area code, of its principal executive offices is 916-233-4700.

(3)	The address, including zip code, of this registrant’s principal executive offices is Christoph Merian Ring 7, 4153 Reinach, Switzerland, and the telephone number, including area code, of its principal executive offices is 41-61-564-3333.

(4)

The address, including zip code, of this registrant’s principal executive offices is Gangyun Factory, Lot 2, No. 3 Lianfeng Road, Free Trade Zone, Zhuhai City, Guangdong Province, People’s Republic of China 519030, and the telephone number, including area code, of its principal executive offices is 86-756-8817-558.

Explanatory Note

The sole purpose of this amendment is to amend the registration statement to include the EDGAR filing codes for the additional registrants previously identified in the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the cover page, this explanatory note and Part II of the registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses to be paid by us in connection with the distribution of the securities of Clarus Corporation (the “Registrant”) being registered are as set forth in the following table:

Registration Fee - Securities and Exchange Commission	$	20,052.36
*Legal Fees and Expenses		40,000.00
*Accounting Fees and Expenses		35,000.00
*Printing Fees and Expenses		1,800.00
*Blue Sky Fees		—
*Miscellaneous		20,000.00
________________
*Total	$	116,825.36

* Estimated

Item 15. Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer employee or agent of another corporation or other enterprise, against expenses, costs or fees (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (a) if such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation and (b) with respect to any criminal action or proceeding, if such person had no reasonable cause to believe such conduct was unlawful. If the person indemnified is not wholly successful in such action, suit or proceeding, but is successful, on the merits or otherwise, in one or more but less than all the claims, issues or matters in such proceeding, such person may be indemnified against expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. In the case of an action or suit by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such action or suit was brought, shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 provides that, to the extent a director, officer, employee or agent of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or manner therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section B of Article VII of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, provides the following:

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1. The Registrant shall indemnify each person who is or was a director, officer or employee of the Registrant, or of any other corporation, partnership, joint venture, trust or other enterprise which he is serving or served in any capacity at the request of the Registrant, against any and all liability and reasonable expense that may be incurred by such person in connection with or resulting from any claim, actions, suit or proceeding (whether actual or threatened, brought by or in the right of the Registrant or such other corporation, partnership, joint venture, trust or other enterprise, or otherwise, civil, criminal, administrative, investigative, or in connection with an appeal relating thereto), in which such person may become involved, as a party or otherwise, by reason of such person’s being or having been a director, officer or employee of the Registrant or of such other corporation, partnership, joint venture, trust or other enterprise or by reason of any past or future action taken or not taken in such person’s capacity as such director, officer or employee, whether or not such person continues to be such at the time such liability or expense is incurred, provided that a determination is made by the Registrant in accordance with Delaware law that such person acted in good faith and in a manner he reasonably believed to be in the best interests of the Registrant or at least not opposed to the best interests of such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, and, in addition, in any criminal action or proceedings, had reasonable cause to believe such person’s conduct was lawful or no reasonable cause to believe that such person’s conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the person did not meet the standard of conduct described in the previous sentence. Notwithstanding the foregoing, there shall be no indemnification (a) as to amounts paid or payable to the Registrant or such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, for or based upon the director, officer or employee having gained in fact any personal profit or advantage to which such person was not legally entitled; (b) as to amounts paid or payable to the Registrant for an accounting of profits in fact made from the purchase or sale of securities of the Registrant within the meaning of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any state statutory law; or (c) with respect to matters as to which indemnification would be in contravention of the laws of the State of Delaware or of the United States of America whether as a matter of public policy or pursuant to statutory provisions.

2. Any such director, officer or employee who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right, except to the extent such person has otherwise been indemnified. Except as provided in the preceding sentence, any indemnification hereunder shall be granted by the Registrant, but only if (a) the Board of Directors of the Registrant, acting by a quorum consisting of directors who are not partners to or who have been wholly successful with respect to such claim, action, suit or proceeding, shall find that the director, officer or employee has met the applicable standards of conduct set forth in paragraph 1 above; or (b) outside legal counsel engaged by the Registrant (who may be regular counsel of the Registrant) shall deliver to the Registrant its written opinion that such director, officer or employee has met such applicable standards of conduct; or (c) a court of competent jurisdiction has determined that such director, officer or employee has met such standards, in an action brought either by the Registrant, or by the director, officer or employee seeking indemnification, applying de novo such applicable standards of conduct. The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the applicable standards of conduct set forth in paragraph 1 above.

3. As used in Section B of Article VII, the term “liability” means amounts paid in settlement or in satisfaction of judgments of fines or penalties, and the term “expense” includes, but is not limited to, attorneys’ fees and disbursements, incurred in connection with the claim, action, suit or proceeding. The Registrant may advance expenses to, or where appropriate may at its option and expense undertake the defense of, any such director, officer or employee upon receipt of an undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that the person is not entitled to indemnification under this Section B of Article VII.

4. The provisions of Section B of Article VII are applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption thereof. If several claims, issues or matters of action are involved, any such director, officer or employee may be entitled to indemnification as to some matters even though he is not so entitled as to others. The rights of indemnification provided thereunder are in addition to any rights to which any director, officer or employee concerned may otherwise be entitled by contract or as a matter of law, and inure to the benefit of the heirs, executors and administrators of any such director, officer or employee. Any repeal or modification of the provisions of Section B of Article VII by the stockholders of the Registrant will not adversely affect any rights to indemnification and advancement of expenses existing pursuant to such Section with respect to any acts or omissions occurring prior to such repeal or modification.

The Registrant’s directors and officers are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such including liabilities under the Securities Act, under liability insurance policies carried by the Registrant.

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Item 16. Exhibits and Financial Statement Schedules

The following exhibits are included herein or incorporated by reference:

Exhibit		Description

1.1		Form of Underwriting Agreement. (1)

4.1		Form of Indenture between the Registrant and [__________], as Trustee. (2)

5.1		Opinion of Kane Kessler, P.C. (2)

12.1		Statement re: Computation of Ratio of Earnings to Fixed Charges. (2)

23.1		Consent of Independent Registered Public Accounting Firm. (2)

23.2		Consent of Independent Registered Public Accounting Firm. (2)

23.3		Consent of Independent Registered Public Accounting Firm. (2)

23.4		Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)

24.1		Power of Attorney (included on the signature pages of the Registration Statement hereto). (2)

25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939. (1)

(1) To be filed.

(2) Previously filed.

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Item 17. Undertakings

1.	The undersigned Registrant hereby undertakes:

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(b)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.	That for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i)

each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned Registrant pursuant to the provisions described in Item 15 or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on January 11, 2011.

	CLARUS CORPORATION


	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Executive Chairman and Director
Warren B. Kanders

/s/ *		Executive Vice Chairman and Director
Robert R. Schiller

/s/ Peter Metcalf		Chief Executive Officer, President and Director (Principal Executive Officer)
Peter Metcalf

/s/ *		Chief Financial Officer (Principal Financial and Accounting Officer)
Robert Peay

/s/ *		Director
Donald L. House

/s/ *		Director
Nicholas Sokolow

/s/ *		Director
Michael A. Henning

/s/ *		Director
Philip N. Duff

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	EVEREST/SAPPHIRE ACQUISITION, LLC

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Manager
Warren B. Kanders

/s/ *		Manager
Robert R. Schiller

/s/ Peter Metcalf		President and Manager (Principal Executive Officer)
Peter Metcalf

/s/ *		Secretary and Treasurer (Principal Financial and Accounting Officer)
Robert Peay

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	BLACK DIAMOND EQUIPMENT, LTD.

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Director
Warren B. Kanders

/s/ *		Director
Robert R. Schiller

/s/ Peter Metcalf		President, Chief Executive Officer and Director (Principal Executive Officer)
Peter Metcalf

/s/ *		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
Robert Peay

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	GREGORY MOUNTAIN PRODUCTS, LLC

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Manager
Warren B. Kanders

/s/ *		Manager
Robert R. Schiller

/s/ Peter Metcalf		President and Manager (Principal Executive Officer)
Peter Metcalf

/s/ *		Treasurer (Principal Financial and Accounting Officer)
Robert Peay

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	BLACK DIAMOND RETAIL, INC.

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Director
Warren B. Kanders

/s/ *		Director
Robert R. Schiller

/s/ Peter Metcalf		President, Chief Executive Officer and Director (Principal Executive Officer)
Peter Metcalf

/s/ *		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
Robert Peay

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	BLACK DIAMOND EQUIPMENT AG

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ *		Director
Christian Jaeggi

/s/ *		Chief Financial Officer and Director (Principal Financial and Accounting Officer)
Michel Silbernagel

/s/ Peter Metcalf		Chief Executive Officer and Director (Principal Executive Officer)
Peter Metcalf

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact

SIGNATURES

	BLACK DIAMOND EQUIPMENT ASIA, LTD.

	By:	/s/ Peter Metcalf
		Name: Peter Metcalf
		Title: Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 11, 2011:

Name		Title

/s/ Peter Metcalf		Chief Executive Officer, President and Director (Principal Executive Officer)
Peter Metcalf

/s/ *		Chief Financial Officer and Director (Principal Financial and Accounting Officer)
Robert Peay

/s/ *		Director
Ryan Gellert

* By: /s/ Peter Metcalf

Peter Metcalf

Attorney-in-fact