Use this template to prepare a Private Placement Memorandum for the State of Nevada, to provide for the sale of shares of Common Stock in a corporation which has developed online gambling software and is seeking start-up and development capital. Provisions of the memorandum include:

• The offering is speculative and involves a high degree of risk. The securities should only be purchased by persons who can afford to lose their entire investment.
  
• The offering is a private placement and the securities have not been registered under the U.S. Securities Act 1933, in reliance of exemptions available for transactions with a limited number of subscribers, without public solicitation.
  
• The document contains State-specific notices of exemption or registration for each State in which the securities are being offered for sale.
  
• Investment in the shares should only be considered by an "accredited investor", as that term is defined in the document and in accordance with the Securities Act.
  Includes a Purchaser's Questionnaire & Undertaking, and a Purchaser Representative Questionnaire.

This is a US legal document in MS Word format.