The only thing I would add to your take on the filing, is that the offering is LIMITED, or up to $2,750,100.00 USD. But it is my guess that the offering will be fully subscribed. This line is a puzzle: A portion of securities were issued as consideration by issuer in merger with majority-owned subsidiary. http://edgar.sec.gov/Archives/edgar/data/1006459/000110465912067286/xslFormDX01/primary_doc.xml