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Notice Of Sale Of Securities Pursuant To Rule 705 Section 75-71-203(13) Mississippi Code Of 1972 Form. This is a Mississippi form and can be use in Blue Sky Secretary Of State.
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Tags: Notice Of Sale Of Securities Pursuant To Rule 705 Section 75-71-203(13) Mississippi Code Of 1972, DE, Mississippi Secretary Of State, Blue Sky
STATE OF MISSISSIPPI
Office of Secretary of State
Securities Division
Post Office Box 136
Jackson, Mississippi 39205
(601) 359-6369
NOTICE OF SALE OF SECURITIES PURSUANT TO RULE 705, SECTION 7571-203(13), MISSISSIPPI CODE OF 1972, AS AMENDED, EXEMPTION FROM
REGISTRATION FOR CERTAIN OFFERINGS BY DOMESTIC ISSUERS
GENERAL INSTRUCTIONS
WHO MAY FILE - Any issuer organized under the laws of the State of Mississippi and making an
offering of securities in reliance upon the exemption provided in Rule 705, Section 75-71-203(13),
Mississippi Code 1972, as amended.
WHEN TO FILE - A notice must be filed before the first sale of securities in the offering. A notice
must be filed with the Mississippi Securities Division at the address below.
WHERE TO FILE - Office of Secretary of State, Securities Division, 202 North Congress Street,
Suite 601, Post Office Box 136, Jackson, Mississippi 39205.
COPIES REQUIRED - One (1) copy, manually signed, of this notice must be filed with the
Securities Division.
FILING FEE - A filing fee of three hundred dollars ($300) must accompany the notice.
COMPLETION OF FORM - If additional space is required to complete a response, a blank sheet
should be used with the response numbered to correspond to the question on the form.
ADDITIONAL INFORMATION - The Secretary of State is authorized to request additional
information concerning the offering where appropriate. THIS NOTICE FILING IN NO WAY
RELIEVES THE ISSUER OF ITS OBLIGATION TO PROVIDE THE INVESTOR FULL,
MEANINGFUL DISCLOSURE AS REQUIRED UNDER THE MISSISSIPPI SECURITIES ACT
AND THE RULES PROMULGATED THEREUNDER.
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A.
GENERAL INFORMATION
1)
NAME OF OFFERING
2)
NAME OF ISSUER
3)
ADDRESS OF PRINCIPAL OFFICE OF ISSUER (Number and Street, City,
State, Zip Code) AND TELEPHONE NUMBER
4)
NAME, ADDRESS AND TELEPHONE NUMBER OF CORRESPONDENT TO
WHOM NOTICES MAY BE SENT
5)
TYPE OF BUSINESS ORGANIZATION AND DATE ORGANIZED
Corporation
Limited Partnership
Limited Liability Company
Other (Please specify
)
Date Organized:
6)
,19
DESCRIPTION OF BUSINESS FOR WHICH THE SECURITIES ARE ISSUED.
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B.
BASIC IDENTIFICATION DATA
7)
(a)
ENTER THE INFORMATION REQUESTED FOR THE FOLLOWING:
Each promoter of the issuer, if the issuer has been organized within the past
five years;
Each beneficial owner having the power to vote or dispose, or direct the vote
or disposition of, 10% or more of a class of equity securities of the issuer;
Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuer; and
Each general and managing partner of partnership issuers.
Check Box (s) that Apply:
Promoter
Beneficial Owner
General and/or Managing Partner
Executive Director
Director
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
(b)
Check Box (s) that Apply:
Promoter
Beneficial Owner
Executive Director
Director
General and/or Managing Partner
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
(c)
Check Box (s) that Apply:
Promoter
Beneficial Owner
Executive Director
Director
General and/or Managing Partner
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
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(d)
Check Box (s) that Apply:
Executive Director
Promoter
Beneficial Owner
Director
General and/or Managing Partner
Full Name (Last name first, if individual)
Business or Residence Address (Number and Street, City, State, Zip Code)
C.
INFORMATION ABOUT OFFERING
8)
DESCRIBE THE SECURITIES TO BE OFFERED.
9)
WHAT IS THE MINIMUM INVESTMENT THAT WILL BE ACCEPTED FROM
ANY INDIVIDUAL?
10)
ENTER INFORMATION CONCERNING THE PAYMENT OF ANY
COMMISSION OR SIMILAR REMUNERATION FOR THE SOLICITATION OF
PURCHASERS IN CONNECTION WITH SALES OF SECURITIES IN THE
OFFERING (NOTE: COMMISSIONS FOR RULE 705 OFFERINGS ARE NOT
PERMITTED UNLESS APPROVED BY THE SECRETARY OF STATE).
a) State commission per unit in dollar amount and as a percentage of unit purchase
price:
b) State commission for total offering in dollar amount and as a percentage of total
offering proceeds:
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c) List name and address of person(s) to whom commissions or other remuneration
for sales will be paid:
11)
D.
DID THE ISSUER SELL ANY SECURITIES IN MISSISSIPPI DURING THE
TWELVE (12) MONTHS PRECEDING THE DATE OF FILING? IF SO,
DESCRIBE THE SECURITIES AND INDICATE THE NUMBER OF
PURCHASERS AND THE DOLLAR AMOUNT SOLD TO EACH.
OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF
PROCEEDS
12)
ENTER THE AGGREGATE OFFERING PRICE OF SECURITIES INCLUDED
IN THIS OFFERING
TYPE OF SECURITY
AGGREGATE OFFERING PRICE
$
$
Debt
Equity
Common
Convertible securities
(including warrants)
Partnership interests
Other
(specify
Preferred
$
$
$
)
$
Total
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13)
FURNISH A STATEMENT OF ALL EXPENSES IN CONNECTION WITH THE
ISSUANCE AND DISTRIBUTION OF THE SECURITIES IN THIS OFFERING.
IF THE AMOUNT OF AN EXPENDITURE IS NOT KNOWN, FURNISH AND
ESTIMATE AND CHECK THE BOX TO THE LEFT OF THE ESTIMATE.
Printing cost
Legal fees
Accounting fees
Engineering fees
Sales commissions
Other expenses
(specify
$
$
$
$
$
$
)
Total
14)
$
ENTER THE DIFFERENCE THE AGGREGATE OFFERING PRICE IN
RESPONSE TO QUESTION 12 AND TOTAL EXPENSES FURNISHED IN
RESPONSE TO QUESTION 13. THIS DIFFERENCE IS THE ''ADJUSTED
GROSS PROCEEDS TO THE ISSUER.''
$
15)
INDICATE BELOW THE AMOUNT OF THE ADJUSTED GROSS PROCEEDS
TO THE ISSUER USED OR PROPOSED TO BE USED FOR EACH OF THE
PURPOSES SHOWN. IF THE AMOUNT FOR ANY PURPOSE IS NOT
KNOWN, FURNISH AN ESTIMATE AND CHECK THE BOX TO THE LEFT OF
THE ESTIMATE. THE TOTAL OF THE PAYMENTS LISTED MUST EQUAL
THE ADJUSTED GROSS PROCEEDS TO THE ISSUER SET FORTH IN
RESPONSE TO QUESTION 14.
PAYMENT TO OTHERS
PAYMENT TO OFFICERS
DIRECTORS & AFFILIATES
Salaries and fees
$
$
Purchase of
Real Estate
$
$
Purchase, rental or leasing and installation of machinery
and equipment
$
$
Acquisition of other
Businesses
$
$
(including the value of securities involved in this offering that may be used in
exchange for the assets of securities of another issuer pursuant to merger)
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Repayment of
indebtedness
Working capital
Other
(specify
$
$
$
COLUMN TOTALS
$
$
$
$
)
$
TOTAL PAYMENTS LISTED
$
16)
IDENTIFY ANY OTHER STATE IN WHICH IT IS PROPOSED TO OFFER THE
SECURITIES OR IN WHICH THE SECURITIES ARE ELIGIBLE.
17)
IDENTIFY ANY STATE: (1) WHICH HAS REFUSED, BY ORDER OR
OTHERWISE, TO AUTHORIZE THE SALE OF THE SECURITIES, OR (2) HAS
REVOKED, ENJOINED OR SUSPENDED THE RIGHT OF ANYONE LISTED
IN RESPONSE TO QUESTIONS 7 OR 10(c) TO SELL SECURITIES IN THAT
STATE, OR (3) IN WHICH AN APPLICATION HAS BEEN WITHDRAWN.
18)
WHAT, IF ANY, SUITABILITY STANDARDS WILL BE USED IN
DETERMINING AN INVESTOR'S QUALIFICATIONS FOR THE PURCHASE
OF THE SECURITIES?
19)
DESCRIBE ANY CONFLICTS OF INTEREST ON THE PART OF ANY
PROMOTER, DIRECTOR, SALES PERSON OR AFFILIATED PERSON.
20)
DESCRIBE SIGNIFICANT RISK FACTORS.
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The Issuer has read this notification and knows the contents to be true and correct and has
duly caused this notice to be signed on its behalf by the undersigned authorized person.
ISSUER
SIGNATURE
NAME
TITLE
day of
Subscribed and sworn before me, this
DATE
,19
.
State of
Signature of Notary Public
County of
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