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An investment in the Limited Partnership involves certain risks. In making an investment decision, investors must rely on such investor’s own examination of the terms of the offering, including the merits and risks involved. Each prospective investor is invited to ask questions of, and upon request may obtain additional information from representatives of the Limited Partnership concerning the Project, its contemplated business, the terms and conditions of such offering and any other relevant matters to the extent the Limited Partnership possess such information or can acquire it without unreasonable effort or expense.In addition, there can be no assurance that investors will obtain final immigration status under the Act or that the jobs required to be created and maintained under the Program will be achieved. However, the advantage of the “regional center” designation is that indirect as well as direct jobs qualify under the Program. Moreover, the Promoter has recommended the Limited Partnership after a careful review of the business plan of the Project for the full period of the Limited Partnership’s investment, indicating the Project will have sufficient revenue to create and maintain the requisite number of jobs under the Program.THE UNITS ARE SUITABLE ONLY FOR INVESTORS WHO DO NOT NEED LIQUIDITY IN THEIR INVESTMENTS AND WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE UNITS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (the “Securities Act”) OR THE SECURITIES LAWS OF ANY STATE (the “State Securities Acts”) AND HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (the “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE, NOR HAVE THE SEC OR THE SECURITIES COMMISSION OF ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF THESE MATERIALS OR ANY OTHER INFORMATION THAT MAY BE FURNISHED TO PROSPECTIVE INVESTORS; ANY REPRESENTATION TO THE CONTRARY SHALL BE A CRIMINAL OFFENCE.Units will be offered without registration under the Securities Act or the State Securities Acts only as follows:

  • Outside the United States (and specifically, exclusively in the continent of Asia, excluding Japan), in reliance upon Regulations promulgated by the SEC only to persons who are not “U.S. Persons” within the meaning of such Regulations; and
  • Units will not be offered to any person in any place except as set forth above. Any person wishing to buy a Unit will be required to demonstrate that he or she is an Eligible Investor in accordance with the foregoing. This Offering does not constitute an offer to sell to, or a solicitation of an offer to buy from, any person in any jurisdiction to whom such an offer or solicitation would be unlawful.
  • For the purpose of this Offering, “Accredited Investor” means any person who comes within any of the following categories, or whom the issuer reasonably believes comes within any of the following categories, at the time of the sale of a Unit to that person:
      • Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds US$1,000,000;
      • Any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

No person is authorized to give any information or to make any representation not contained in this Offering.

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