www.dating-and-matchmaking.com



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Investment opportunity


Dating and Matchmaking, Incorporated (“D&M”). is offering to persons who are not residents of the United States of America, or its territories or possessions, and who are not otherwise “U.S. Persons” as defined under U.S. law, the opportunity to purchase up to Seven Hundred Fifty Thousand ( 750,000) shares of the Company’s Series A, 5 % Non-Voting Convertible Preferred Stock (“Series A Preferred Shares”). The Common Stock of Dating and Matchmaking is not quoted in the U.S. over-the-counter market on the OTC, but it is planned that these shares will be actively traded in the future. The offering of Series A Preferred Shares will be made pursuant to this Prospectus, in reliance upon Regulation S of the U.S. Securities and Exchange Commission. The Series A Preferred Shares purchased in this offering, and the common shares into which the Series A Preferred Shares may be converted, will be subject to significant restrictions on transfer during the 1-year distribution compliance period following completion of the distribution of the Series A Preferred Shares, as described within. Various firms or persons may act as Placement Agent and purchase shares of the Series A Preferred Shares for their clients. All payments for Series A Preferred Shares should be made to Placement Agents in accordance with their directions.

The Offering: D&M is offering for sale a total of 750,000 preferred shares at a purchase price of $2.50 per preferred share. The offering is being made on a “best efforts” basis, and no minimum number of Series A Preferred Shares must be sold in the offering. This offering is being made pursuant to Regulation S of the United States Securities and Exchange Commission under the U.S. Securities Act of 1933, solely to persons who do not reside in the United States, who are not in the United States at the time of purchase of the Series A referred Shares or agreeing to purchase the Series A Preferred Shares, and who are not “U.S. Persons” as defined below. The offering will continue through the close of business on December 31, 2006, although the offering may be closed sooner or may be extended at Dating and Matchmaking’s election. Payment Agreements. All payments for Series A Preferred Shares should be made to the Placement Agents in accordance with their directions. All information for signing will be found under “Signing shares”. The offered preferred shares are placed from the company mentioned in the signing-contract which acts as Placement Agent and therefore is enabled to purchase. This offer can be retreated or cancelled without further publication.

DATING AND MATCHMAKING, INC.
A Private Placement
March 1st, 2005
Series A, 5% Non-Voting Convertible Preferred Stock



TERM SHEET

Issuer: Dating and Matchmaking, Inc., a Colorado corporation
Listing: No listing of the Series A, 5 % non-voting preferred stock.
Preferred Stock: 750,000 shares of Series A, 5% Non-Voting Convertible Preferred Stock “Series A Preferred Stock”.
Conversion: Each share of Series A Preferred Stock is after one (1) year holding period from the date of purchase convertible to fully paid, non – assessable shares of Dating and Matchmaking, Inc. common stock (the “Conversion Stock”) with a premium at the time of conversion and increasing over time, as described below.
Conversion Premium: Beginning one (1) year following the purchase date, each Preferred Share will be convertible into 1.10 shares (10 % Premium) of Dating and Matchmaking, Inc. common stock; Beginning two (2) years following the purchase date, each Preferred Share will be convertible into 1.15 shares (15 % Premium) of Dating and Matchmaking, Inc. common stock; Beginning three (3) years following the purchase date, each Preferred Share will be convertible into 1.25 shares (25 % Premium) of Dating and Matchmaking, Inc. common stock; A switching-premium will be paid not until a purchase minimum of 2,000 shares.
Redemption: The Series A Preferred Stock is not redeemable except by mutual agreement.
Dividends: The holder of these Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Dating and Matchmaking, Inc. and as permitted by law, a dividend only for the calendar year ending December 31, 2006, equal to Five Per centum (5%) of the number of shares of Preferred Stock held, payable in cash or common stock of Dating and Matchmaking, Inc., as the Dating and Matchmaking, Inc. elects (and only after a minimum period of one year).
Manner of Offering: The placement of Series A Preferred Stock will be made outside the United States of America only to persons who are not “U.S. Persons” as defined under U.S. law. The Series A Preferred Stock will not be registered under the Securities Act, but will be offered and sold under Regulation S of the U.S. Securities and Exchange Commission.
Resale of Stock: Series A Preferred Stock acquired in this offering may not be resold in the United States of America or to any U.S. Person during the one (1) year period following completion of the offering. Stock certificates will bear an appropriate Regulation S restrictive legend. The same holding period will apply to the Conversion Shares received upon conversion of shares of Series A Preferred Stock.
Placement Agent: &nbsp
Offering Price: US$ 2.50
How to Purchase: Persons wishing to purchase Series A Preferred Stock must complete and sign the Subscription Agreement; a fax copy must be delivered to the Escrow Agent.
Escrow Agent: East Slope Funding Corp. of Littleton, CO 80120-4439 USA, will collect and handle all funds for the purchase of the Series A Preferred Stock.
Payment for shares: Payment should be made by wire transfer, only with US funds, to:
U.S. Bank
P.O. BOX 5168
Denver, CO 80217 USA
SWIFT CODE: USBKUS44IMT
Routing: 102000021
Account: 1 943 1233 7372 East Slope Funding Corp.
Reference: Purchase of Dating and Matchmaking, Inc. Stock
Certificates: Printed certificates evidencing the Series A Preferred Stock will be issued and delivered to purchasers as promptly as possible after the funds and the Subscription Agreement have been received by the East Slope Funding Corp. (Fax 303 795 7167)
Address: Dating and Matchmaking, Inc.
7786 South Forest Street
Littleton, CO 80122
Tel. (303) 346 -1955
Fax (303) 346 1956
Contact: Dean Wicker
e-Mail: dwicker@dating-and-matchmaking.com
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You can make application for a complete prospectus in writing under the following address:
Dating and Matchmaking, Inc.
7786 South Forest Street
Littleton, CO 80122
303.346.1955
e-Mail: dwicker@dating-and-matchmaking.com



SIGNING SHARES

The shares you are applying to purchase in this Subscription Agreement have not been registered with the U.S. Securities and Exchange Commissi on under the U.S. Securities Act of 1933 (the “Act”) but are being offered and sold in reliance upon Regulation S under the Act and may not be offered, sold or transferred by you, directly or indirectly, to any “U.S. Person” (as defined in Regulation S) or in the United States of America (including its territories and possessions) unless the shares are first registered under the Act or an compliance with the Act exempt ion from registration under the Act is available for the proposed offer, sale or other transfer. Hedging transactions involving securities pur chased hereunder, or Bonus Shares or Conversion Shares acquired, may not be conducted.

DATING AND MATCHMAKING, INC.

2005 Series A, 5 % NON-VOTING CONVERTIBLE PREFERRED STOCK
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: EAST SLOPE FUNDING CORP.
________________________________
No. Shares:
_________________


I hereby apply to you as Placement Agent to purchase the above stated number of
shares of 2005 Series A, 5 % Non-Voting Convertible Preferred Stock, no par value (“Preferred Shares”), of DATING AND MATCHMAKING, INC. , a Colorado corporation (“Dating and Matchmaking”). This subscription is subject to the following:


1. General Matters. I have carefully reviewed the Term Sheet dated March 1st, 2005 of Dating and Matchmaking. I understand that certificates for the Preferred Shares will be issued to me promptly following the purchase of the Preferred Shares. I understand and agree that once t his signed Agreement has been delivered to you, it may not be revoked or withdrawn, and that this Agreement is the sole contract between us. Pricing of the Preferred Shares will be in accordance with your written confirmation to us… I acknowledge that no governmental body or agency has approved or endorsed the sale of the Preferred Shares. Payment for the Preferred Shares in United States dollars accompanies this Subscription Agreement.

2. Conversion of Preferred Shares. I understand that the Preferred Shares may be converted by me into shares of the common stock of Dating and Matchmaking, Inc. (the “Conversion Shares”) as described in the Term Sheet.

3. Representations, Warranties and Agreements. I represent and warrant to you and to Dating and Matchmaking, Inc. and further agree with you and Dating and Matchmaking, Inc. that:

(a) I understand and agree that the Preferred Shares and Conversion Shares have not been registered under the U.S. Securities Act of 1933 (“Act”) but will be issued in reliance upon Regulation S of the U.S. Securities and Exchange Commission, an exemption from the registration requirements of the Act for sales of securities made

(b) solely outside the United States of America to persons who are not U.S. Persons (as defined in Regulation S).. I understand that the Preferred Shares and the Conversion Shares may not be offered or sold by me in the United States of America

(“USA”) or to any U.S. Person during the 1-year “restricted period” following the purchase of the Preferred Shares. I agree not to engage in any hedging transactions involving the Preferred Shares or Conversion Shares unless in compliance with the Act.

(b) I have not been solicited to purchase Preferred Shares while present in the USA and I was outside the USA at the time of executing this Application. The funds utilized for the purchase of Preferred Shares were not been obtained from any U.S. Person.

(c) I am not a “U.S. Person”, and I am purchasing the Preferred Shares for my own account and not on behalf of or for the account of any U.S. Person. I am not purchasing the Preferred Shares as a nominee of any other person. I will notify Dating and Matchmaking if I become aware that any person for whom I hold the Preferred Shares has become an U.S. Person.

(d) I have not engaged in any “directed selling efforts” or any act intended to or which reasonably might have the effect of preconditioning the U.S. market for the resale of the Preferred Shares, or Conversion Shares. I am not a “distributor” as defined in Regulation S. However, if I should be deemed to be a distributor prior to reselling the Preferred Shares to a non-U.S. Person during the restricted period, I will send a notice to each new purchaser of the Preferred Shares that he is subject to the restrictions of Regulation S during the 1-year restricted period.

(e) I possess such knowledge and expertise in financial and business matters that I am capable of evaluating the merits and risks involved in an investment in the Preferred Shares. I have full power and authority to execute and deliver this Agreement and to perform my obligations hereunder. I, if an entity, was not formed for the purpose of investing in the Preferred Shares, and my principal business offices are maintained at the address shown below.

(f) I understand that there can be no guarantee that Dating and Matchmaking’s business plan will be successful, and that an investment in the Preferred Shares involves a high degree of risk, including the risk that I may lose part or all of the money invested.

4. Definitions. The terms “directed selling efforts,” “distributor,” “restricted period,” “United States” (or USA) and “U.S. Person” used in this Application shall have the meanings respectively given them in Rule 902 of Regulation S under the Act. The term “affiliate” shal l have the meaning assigned in Rule 144(a) under the Act.

Please furnish all information requested below, including address with postal code. All information, except signatures, should be typed or neatly printed in the English language. I have signed this Application on the above date, at the address below, and have carefully read this Sub scription Agreement in its entirety.

DATED: ______________, 2005 &nbsp &nbsp &nbsp &nbsp Print Subscriber’s Name: _____________________________________
ADDRESS:
____________________________________________________________________________________________
____________________________________________________________________________________________
X………………………………………
Signature &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp Fax No.: _______________________ Tel. Phone No.: ______________________

E-mail address:________________________________________


Purchase of shares(online)


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Offer of Private Placement


The authorized capital stock of the Company consists of 40.000.000 shares of Common Stock and 10,000.000 shares of Preferred Stock.

Common Stock The holders of Common Stock are entitled to one vote for each share held. Common Shares do not carry cumulative voting rights, and holders of more than 50% of the common stock have the power to elect all directors and, as a practical matter, to control the Company. Holders of common stock are not entitled to preemptive rights, and the common stock is not subject to redemption. All directors are elected for one -year terms at the annual meeting of shareholders. A special meeting of shareholders may be called by the President, a majority of the Board of Directors, or shareholders owning in the aggregate at least 10% of the common stock.

Series A, 5% Non-Voting Convertible Preferred Stock

Dividends. The holder of these Preferred Shares shall be entitled to receive, when as and if declared by the Board and as permitted by law. a dividend only for the calendar year ending December 31. 2005, equal to Five Per Centum (5%) of the number of shares of Preferred Stock held, payable in cash or common stock of the Company, as the company elects. Holders of Preferred Shares will not participate in any other dividend of cash or properly. Each Series A Preferred Share may, subject to adjustment, at any time commencing one (1) year after issuance, at the option of the holder thereof be converted into fully paid, nonassessable shares of the regular voting Common Stock of the Company. Conversion shall be deemed to occur on the date a certificate or certificates evidencing Series A Preferred Shares is presented to Acony or to its stock transfer agent and registrar, accompanied by the proper fee. The conversion rate set forth below is subject to adjustment if Acony should make a stock split or combination, or recapitalization with respect to its common shares and in certain other circumstances. Conversion. Each Series A Preferred Share may, subject to adjustment, at any time commencing one (1) year after issuance, at the option of the holder thereof be converted into fully paid, nonassessable shares of the regular voting Common Stock of the Company. Conversion shall be deemed to occur on the date a certificate or certificates evidencing Series A Preferred Shares is presented to D&M or to its stock transfer agent and registrar, accompanied by the proper fee. The conversion rate set forth below is subject to adjustment if D&M should make a stock split or combination, or recapitalization with respect to its common shares and in certain other circumstances Conversion Premium. The number of Conversion Shares issuable upon conversion of a Series A Preferred Share shall be: (I) commencing one (1) year after purchase, 1.10 Conversion Shares; (II) commencing two (2) years after purchase, 1.15 Conversion Shares; and (III) commencing three (3) years after purchase, and thereafter, 1.25 Conversion Shares. Rights on Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of Dating and Matchmaking, the holders of Series A Preferred Shares will be subordinate to all claims of the Dating and Matchmaking’s creditors and to claims of the holders of every series of Dating and Matchmaking’s preferred stock ranking senior upon liquidation to the Series A Preferred Shares (if any), but otherwise are entitled to share ratably with the holders of Dating and Matchmaking’s common stock and series of preferred stock ranking on a parity with the Series A Preferred Shares in Dating and Matchmaking’s assets available for distribution to its shareholders. Voting Rights. Holders of Series A Preferred Stock do not have the right to vote in the election of D&M directors or, generally, on any other matters upon which D&M sha reholders may or must vote and shall have only such voting rights as a class as are expressly conferred by the Colorado General Corporation Law. When and if the Series A Preferred Stock is entitled to vote, each share of Series A Preferred Stock will have one vote.

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RESTRICTIONS ON TRANSFER


The Series A Preferred Shares have not been and will not be registered under the Securities Act. Certain restrictions imposed by Regulation S and explained below will apply to resales of the Series A Preferred Shares and the common shares into which the Series A Preferred Shares are converted. Restricted Period for a period of 1 year following completion of the distribution of the Series A Preferred Shares, the shares may not be offered for sale or resold, directly or indirectly, in the United States or to any US. Person. D&M will consider the ‘completion of the distribution of the Series A Preferred Shares” to occur at the time that all selling activities have ceased in regard to the distribution of Series A Preferred Shares and that the distribution in fact has been completed. However, purchasers may also claim the benefits of Rule 144 as to the Series A Preferred Shares and Conversion Shares. Transfer Restrictions. During the 1-year restricted period, D&M will refuse to recognize a transfer of Series A Preferred Shares if the transfer is to a person whose address is in the United States. D&M will place a restrictive legend on certificates evidencing the Series A Preferred Shares and will enter a “stop transfer order” as to the Series A Preferred Shares in its stock transfer books which prevents transfer of Series A Preferred Shares to any person with an address in the United States during the 1 -year restricted period. Conversion Shares. When the Series A Preferred Shares are converted into common stock of D&M (the “Conversion Shares’), the Conversion Shares will be subject to the same restrictions as the Series A Preferred Shares. However, upon conversion there will not be any separate restricted period applicable to the Conversion Shares. The holding period of the Conversion Shares will be tacked onto the holding period of the Series A Preferred Shares converted. For example, if a person has held Conversion Shares for 5 months and held the Series A P referred Shares for 18 months prior to conversion, the person will be considered to have held the Conversion Shares for a total of 23 months. Dividend Shares. The rules applicable Conversion Shares will also apply to common shares issued as a stock dividend on the Series A Preferred Shares (the “Dividend Shares’). The holding period of the Dividend Shares likewise will be tacked onto the holding period of the Series A Preferred Shares. Resale of Shares. The Series A Preferred Shares can be resold without restriction to any person who is not a “U.S. Person.” Conversion Shares which have been fully paid and held for a period of 1 year (including the period the Series A Preferred Shares were held before conversion) may be resold in the U.S. securities markets under SEC Rule 144 through a brokerage firm, if Rule 144 is then available. There is no active market for these shares at this time. Conversion Shares held for 2 years will be considered unrestricted and freely tradeable and, upon request to Dating and Matchmaking, a new certificate for the Conversion Shares will be issued which bears no restrictive legend. Dividend Shares will receive the same treatment.

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RISK FACTORS


The Series A Preferred Shares offered are speculative and involve a high degree of risk. Prospective investors should consider that D&M lacks a history of successful and profitable operations and that Dating and Matchmaking’s common shares are not actively traded at this time Other risks include: a general economic downturn; a downturn in the securities markets due to rising interest rates or other factors; change in government’s regulation of the Internet industry, a lack of interest for any reason in going public in the United States on the part of American and foreign companies; introduction of competitor services from a major vendor such as yahoo.com, overestimation of projected profits that will affect investor behavior and the many risks to which all unseasoned companies are subject. General Matters Communications to shareholders wil l be sent by the Company to their respective registered addresses as set forth on the Company’s records. Shareholders should promptly notify the Company of any change of address or other circumstances bearing upon the Company’s communications with them.

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Management


The current directors and executive officers of Dating and Matchmaking, their ages, positions held in D&M and tenure, are listed below. Each director will serve until the next annual meeting of shareholders, or until their respective successors have been elected and duly qualified. Directors serve one-year terms. Officers hold office at the pleasure of the Board of Directors. Once the level of funding permits, capable officers will be added and people experienced in capital markets will be invited to join the Board of Directors.

Nikolay Grebnev MSc., is the Director of D&M, as well as its Chairman of the Board of Directors and Secretary/Treasurer, also has the operational role of heading the IT development. A programmer and an economist by education, Nikolay began his career in the defense industry, taking part in several defense projects. In 2000 he set up SoftEnergo (a software company) that has grown to 15 full time workers under his management without any financing. He is currently completing his PhD.

Irina Grebneva MSc, MA Eng., MA Psy., is D&M’s Director of Operations and President, who is the original concept developer of the service, responsible for office operations, staff training and client liaison. Irina is also the franchise liaison Manager. A programmer by training, Irina made a conscious decision to change her career direction to pursue the goals in the HR industry.

Dean Wicker, Vice President, resides for the past 43 years in Denver, Colorado. He graduated from the University of Colorado, in Boulder, Colorado, with a Bachelors Degree in American History in 1961. He has substantial experience in the field of finance, mergers and acquisitions. Mr. Wicker started his career in investment banking in 1962. He was the youngest Public-Finance-Negotiator in the rocky Mountain region at that time. He changed his professional direction in 1967 and founded a chain of winter sport equipment stores and owned and managed these until 1981. He then returned back to investment banking and became the senior institutional sales executive for the firm George K. Baum and Co. a New York Stock Exchange member firm. In 1984 he became vice president and partner of Boettcher and Co. Inc. a New York Stock Exchange member firm and the largest investment banking firm in the Western United States. In 1991 he became an independent financial adviser, specializing in the areas of mergers and acquisitions. From 1994 until August 2000 he was treasurer and a member of the board of ISO Block Products USA, Inc., which is now Cryocon Inc. a publicly traded company. He is a Director of Goldfish Holdings, Inc.

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Additional information


The Company will, upon written request, make available to potential investors and their attorneys, accountants or other advisers, prior to the sale of any shares, additional information and documents maintained at the Company’s offices (to the extent the Company possesses the information or can obtain it without unreasonable effort or expense) and will afford such persons the opportunity to question the Company’s officers and representatives concerning this additional information necessary to verify the accuracy of information set forth in this prospectus. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the shares in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation. This prospectus speaks only as of its date. Investors should not construe the contents of this prospectus, or any prior or subsequent communication by the Company, as legal, tax or investment advice. Each investor should consult with his own counsel or accountant concerning an investment in the shares.

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Content of the Prospectus


The prospectus gives all important information for an investment decision. The described changes and risks which are typical for this kind of acquisition of and participation in companies are correctly reproduced from the view of the responsible persons. With the signature on the “purchase order” the investor confirms the following: The decision for an investment is made only on the base of the content of this prospectus. The employees of agencies did not give information that deviate from the content of this prospectus. This is also valid for statements about the possible business development and performance of this offer. Each Investor should consult with his own counsel or accountant concerning an investment in the shares. Furthermore the investor affirms that he has experience in the acquisition of and participation in companies and that he knows the practice and risks. A loss of the investment does not threaten his financial existence. The investor should consider that D&M lacks a history of successful and profitable operations and that D&M common shares are not actively traded at this time. The agent did not hide facts that are necessary for the investment decision. All facts (statements, examples of numbers and calculation) known until the publication are mentioned in the prospectus. Liability and errors excepted.

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Further information





Date Incorporated (Colorado): 09.23.2003
State of Incorporation: Colorado, USA
Fiscal Year End: 31. 12.


Company Address:
7786 South Forest Street
Littleton, CO 80122, USA
Tel: (303) 346 1955
Fax: (303) 346 1956


STOCK INFORMATION:
Authorized Common Shares 40.000.000
Authorized Preferred Shares 10.000.000
Outstanding Common Shares 3, 220,000
Restricted Stock 3,200,000
Outstanding Preferred Shares None


MANAGEMENT:
Irina Grebneva, President, , Director
Nikolay Grebnev, Chairman, Director, Treasurer, Secretary
Dean Wicker, Vice President


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Glossary of terms


“Exchange Act” means the U .S. Securities Exchange Act of 1934, as amended.

“Regulation S” means Rules 901 through 904 of the Securities and Exchange Commission (“SEC”) under the Securities Act, which provides for the offer and sale of securities outside the United States. Securities sold in reliance upon Regulation S are restricted securities.

“Rule 144” means SEC Rule 144 under the Securities Act, which sets forth the requirements for the resale of restricted securities. Stock which has been held, fully paid, for at least 1 year but less than 2 years, may be resold in the United States securities markets. These sales must be made in open market transactions through a brokerage firm within volume limitations as set forth in Rule 144. But stock that has been held, fully paid, for more than 2 years is no longer restricted, and the restrictive legends affecting the stock may be removed from the stock certificates evidencing the shares. Stock is generally not eligible for Rule 144 treatment if sold in a public offering. Securities sold under Regulation S may be resold in reliance upon Rule 144.

“Securities Act” means the U.S. Securities Ac t of 1933, as amended.

“Securities and Exchange Commission” or “SEC” is the U.S. government agency with responsibility to carry out the United States securities laws, including the Exchange Act and Securities Act.

“United States” means the United States of America and its territories and possessions (such as Guam and Puerto Rico), and includes the fifty states and the District of Columbia.

“Directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on Regulation S. Such activity includes placement of an advertisement in a publication with a general circulation in the United States that refers to the offering of securities being made in reliance upon Regulation S.

A “distributor” means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance on Regulation S.

An offer or sale of securities is made in an “offshore transaction” if the offer is not made to a person in the United States, and at the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States. Alternately, the transaction may be executed in, on or through a physical trading floor in an established foreign securities exchange that is located outside the United States, or the transaction may be executed in, on or through the facilities of a designated offshore securities market, provided that neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

A “reporting issuer” is an issuer other than an investment company that:

(I) has a class of securities registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or is required to file reports pursuant to Section 15(d) of the Act;

and

(II) has filed all the material required to be filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for a period of at least 12 months immediately preceding the offer and sale of securities in reliance on Regulation S (or such shorter period as the issuer w as required to file such material).

“Restricted securities”are securities issued in a transaction not involving any public offering.

Restricted securities may not be resold except pursuant to registration under the Securities Act or pursuant to an exemption from registration, such as Rule 144.

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“U.S. PERSON” DEFINED”


The Series A Preferred Shares described in this Prospectus are being offered for sale in “offshore transactions” pursuant to Regulation S of t he Securities and Exchange Commission (“SEC”) under the U.S. Securities Act of 1933, as amended (the “Securities Act’). Regulation S consists of a set of rules which exempt certain offers and sales of securities outside the United States of America from the registration requirements of the Securities Act. For purposes of this Prospectus, the term “United States” means the United States of America, and its territories and possessions, and includes the fifty states and the District of Columbia. The abbreviation “U.S.” has the same meaning, except when used in the term “U .S. Person,” which is separately defined below.

In order to comply with Regulation S, neither D&M nor a Placement Agent may offer or sell the Series A Preferred Shares to (or solicit an offer to buy Series A Preferred Shares from any person in the United States or to any “U.S. Person,” except as permitted in paragraph 6 below. At the time any person applies to purchase Series A Preferred Shares, D&M and any Placement Agent must reasonably believe that the buyer is outside the United States. Further, Series A Preferred Shares may not be offered or sold to any “U .S. Person,” defined as

1. Any individual (natural person) resident in the United States;

2. Any partnership, corporation or other entity organized or incorporated under the laws of the United States. [However, an agency or branch of a U.S. Person located outside the United States will not be considered a U .S. Person if the agency or branch operates for valid business reasons in the business of insurance or banking and is subject to substantive insurance or banking regulation in the jurisdiction where located.]

3. Any estate of a deceased person of which any executor or administrator is a US. Person.

[However, an estate will not be considered a U.S. Person if an executor or administrator who is not a U.S. Person has sole or shared investment discretion with respect to the estate’s assets and the estate is governed by foreign law.]

4. Any trust of which any trustee is a US. Person.

[However, a trust will not be considered a U.S. Person if a trustee who is not a U.S.

Person has sole or shared investment discretion with respect to the trust’s assets, and no beneficiary of the trust (and no settlor, if the trust is revocable) is a U .S. Person.]

5. Any agency or branch of a foreign entity located in the United States.

6. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US. Person or held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States.

[However, such an account (other than an estate or trust) will not be considered a U .S.

Person if held for the account or benefit of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the United States, and a sale to such a U.S. fiduciary will not be considered a sale within or to a person in the United States.]

7. Any foreign partnership or corporation (one organized or incorporated under the laws of any non-United States jurisdiction), informed by one or more U S. Persons for the purpose of investing in securities not registered under the Securities Act. [However, such an entity will not be considered a U. S. Person if it has been organized and is owned solely by “accredited investors” as defined in Regulation D of the SEC.]

Persons who apply to purchase Series A Preferred Shares will be required to represent to Dating and Matchmaking, among other things, that they are not U .S. Persons, that they were outside the United States at the time of both the offer and sale of the Series A Preferred Shares to them, that they are purchasing for their own account and not for the account or benefit of any U .S. Person, and that they are not purchasing the Series A Preferred Shares as part of any plan or scheme to evade the registration requirements of the Securities Act. Such information concerning purchasers of Series A Preferred Shares is necessary in order that D&M may ascertain that all offers and sales of Series A Preferred Shares comply with Regulation S.

You can make application for a complete prospectus in writing under the following address:
Dating and Matchmaking Inc.
7786 South Forest Street
USA – Littleton, CO 80122
e-Mail: info@Dating-and-Matchmaking.com
Fax: (303) 346 1956
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