COMPANY REGISTRATION PILOT
                              
                     SIZE/TYPE OFFERING
                              


----------------------------------------------Equity--------------------------------|  Non-convertible Debt

                 De Minimis        Routine          Non-routine       Extraordinary    
                                                                                      
                 <=3%              >3% <20%         >=20% <40%                         
                                                                      >=40%             
Transactional    Optional          Yes              Yes                                Optional
8-K -[1]-                                                             Yes              
Filing                                                                                 
required (at                                                                           
or prior to                                                                            
sale)                                                                                  
                 No (unless        No (unless       No (unless                         No (unless
Post-            fundamental       fundamental      fundamental       Yes              fundamental
effective        change to         change to        change to                          change to
Amendment -[2]-  R/S)              R/S)             R/S)                               R/S)
(must be                                                                               
declared                                                                               
effective by                                                                           
staff before     (1)               (1)              Traditional       Traditional      No (if
takedown)        Traditional       Traditional      prospectus        prospectus       choose to be
                 prospectus        prospectus       supp.             supp.            covered,
Prospectus       supp.             supp.            delivered to      delivered to     treat as
Delivery -[2]-   delivered at      delivered at     investor          investor         Routine
                 or prior to       or prior to      prior to          prior to         regardless
                 confirm; or       confirm; or      confirm and       confirm and      of face
                 (2)               (2)              at same time      at same time     amount of
                 Transactional     Transactional    filed with        filed with       offering)
                                                    SEC under         SEC under
                 information       information      cover of 8-K.     cover of 8-K.
                 filed on          filed on                                      
                 Form 8-K and      Form 8-K and     Incorporation     Incorporation
                 incorporated      incorporated       by                by
                 by reference      by reference     reference         reference
                 3 into            3 into           option            option
                 confirm or        confirm or       available         available
                 sales             sales            only with         only with
                 literature,       literature,      respect to        respect to
                 which is          which is         accredited        accredited
                 then              then             investors         investors
                 delivered as      delivered as
                 statutory         statutory
                 prospectus        prospectus
                 at or prior       at or prior
                 to confirm        to confirm

 -[1]-   All equity and equity equivalents.

 -[2]-   Voting equity or equivalents only.

 -[3]-   Where disclosable (e.g., per 10b-5 (Basic) and/or 8-K
     line item) material change regarding company has
     occurred since last 10-K, 10-Q or 8-K and using
     incorporation by reference method of prospectus
     delivery, must file 8-K reporting change in sufficient
     time before takedown to permit market assimilation
     (e.g., 1 to 3 days).