A Registration Statement is a filing with the SEC making required disclosures in connection with the registration of a security or a securities offering. Registration statements have two principal parts - the Part I prospectus and Part II. The prospectus is the legal offering or “selling” document that must be delivered to everyone who is offered or buys the securities. In the prospectus, an issuer must clearly describe important information about its business operations, financial condition, results of operations, risk factors and management. The prospectus must also include audited financial statements. Part II contains additional information and exhibits that the issuer does not have to deliver to investors but must file with the SEC.