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Registration By Description Form. This is a Ohio form and can be use in Blue Sky Secretary Of State.
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Tags: Registration By Description, 6(A)(1), Ohio Secretary Of State, Blue Sky
Form 6(A)(1) Pursuant to R.C. Section 1707.06(A)(1) File Number Registrant Must Not Complete. DIVISION RECORD ONLY Date Checked By Notation Fee ($50.00) Received Prior registrations checked Examined as to form Amendment requested Acknowledgment sent Accepted for filing Registration withdrawn Registration suspended Registration refused Examination requested This Registration ( Registrant Must Not Complete.) (Sec tion) (File) (Date) (Amount) (Description) (Price) Note: Use this form only when the corporation wishes to register a transaction in securities for future sales under R.C. Section 1707.06(A)(1). Separate Form s must be obtained from the Division for registration under R.C. Sections 1707.06(A)(2), (3), or (4). If the space provided on this form is inadequate for full response, attach an exhibit numbered to correspond to the number of the question thereby answer ed. Integration: The issuer should be aware that all sales of securities before or after this filing may be subject to integration with this offering by the Division. Factors considered particularly relevant to integration include: 1) Are the offerings p art of a single plan of financing? 2) Do the offerings involve issuance of the same class of security? 3) Are the offerings made at or about the same time? 4) Is the same type of consideration to be received? 5) Are the offerings made for the same genera l purpose? Division of Securities 77 South High Street 22 nd Floor Columbus, Ohio 43215 Com 459 0 4/11 /19 An Equal Opportunity Employer and Service Provider 614 - 644 - 7381 Fax : 614 - 728 - 2846 Investor Protection Hotline: 877 - 683 - 7841 TTY/TDD : 800 - 750 - 0750 com.ohio.gov American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce Form 6(A)(1) COMPLETE ALL ITEMS 1. Is the issuer a Corporation ? YES NO 2. 3. (Street and Number) (City, State, Zip) ( Phone) 4. Statutory Agent: (Name) (Street and Number) (City, State, Zip ) (Phone) 5. (Month, Day and Year) (State) 6. State specifically the actual business in which issuer is engaged or will engage: 7. Will the securities be sold only by the issuing corporation? YES NO If no, identify name of dealer licensed in Ohio which will be used in connection with the sales of these securities . 8. Will all such securities be sold for cash or tangible property location in Ohio? YES NO 9. Will the total commission, rem uneration, expense or discount, excluding legal, accounting, and printing fees of the corporation, in connection with the sale of such securities be limited to three per cent of the initial offering price? YES NO 10. Lis t all prior registrations or claims of exemption by the issuer under the Ohio Securities Act, Chapter 1707, Ohio Revised Code. Date Price Section No. Description of Securities File No. (if applicable) 11. Provide the following information about the capital structure of the corporation. (a.) Shares now authorized by Articles of Incorporation including amendments, if any. Attach elaboration, if necessary: I. Common No. of Shares Par Value Voting YES NO No. of Shares Outstanding Prior to Filing II. Preferred No. of Shares Par Value Dividend Rate Cumulative YES NO V oting YE S NO No. of Shares Outstanding Prior to Filing III. Other C lasses No. of Shares Par Value Dividend Rate Cumulative YES NO Voting YES NO No. of Shares Outstanding Prior to Filing American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce Form 6(A)(1) (b.) issues of notes, bonds, debentures, trust certificates, etc. State: (1) amount outstanding; (2) date of issue; (3) date of maturity; (4) redemption provisions; (5) interest rate; (6) nature of security therefore; (7) conversion rights. (If none, so state.) 12. (a.) State number, class, price and amount of all shares, preferred or common, to be registered under this this form. No. of Shares C lass of Shares Exact Sale Price Per Share Total Sale Price of all Shares (b.) such as promissory notes, bonds or debentures, to be registered under this form. ( If none, so state .) (c.) State the maximum period of time during which the securities will be offered ( Not to exceed sixteen months ). 13. Have securities been previously issued for intangibles? (R.C. Section 1707.01(L)(1) defines intangible ts, secret processes, formulas, services, goodwill, promotion and organization fees and expenses, trademarks, trade brands, trade names, licenses, franchises, any other assets treated as intangible according to sound accounting practices, and securities, a ccounts receivable, YES NO and class of s ecurities received therefore. 14. Attach the following required Exhibits. ( State if a provision below is not applicable .) A. Unless the corporation or its predecessor has engaged in operations less than 90 days prior to the date of this registration, attach a loss statement for the most recent fiscal year and the last quarterly accounting period, either audited or attested to by an executive officer. Reports prepared by an independent acco untant must include a letter from the accountant consenting to the use of the report of the application. Designate as Exhibit 14 - A. B. Attach an exact copy of the Articles of Incorporation including amendments and any language in the Code of Regulations or B y - Laws relating to (1) voting rights; (2) dividend rights; (3) liquidation rights; (4) preemptive rights; (5) subscription rights; (6) conversion rights; and (7) redemption provisions of ode of Regulations, or By - Laws a statement should be made that shareholders have only such rights as are provided by statute. Attach all contracts between the corporation and individual shareholders, including any close corporation agreements. Attach all c ontracts between the corporation and individual shareholders that materially affect other shares. Attach copies of any present or intended contracts that will have a significant and material impact upon the operations of the corporation. Designate as Exhi bit 14 - B. C. If these securities will be sold for tangible property located in Ohio, attach an exhibit stating the number and class of securities to be exchanged therefore, the property to be exchanged for the securities, and a sworn appraisal by a qualified , disinterested, nonaffiliated appraiser or such other proof as may be available as to the true value of such consideration. Designate as Exhibit 14 - D. American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce Form 6(A)(1) D. A prospectus m u st be attached if the aggregate am ount of this offering exceeds $250,000. Designate as Exhibit 14 - D E. Attach a copy of all printed material to be used in connection with the sale of these securities including, but not limited to, advertising, offering circulars, business plans and projection s, marketing and financial analysis forecasts, and any other literature. A ll materials used in connection with the sale of the securities must be approved by the Division prior to any use of the materials. Designate as Exhibit 14 - E. F. Attach a specimen of t he security to be sold pursuant to this registration and a copy of the Resolution of the Board of Directors authorizing its sale. Designate as Exhibit 14 - F. G. If issuer is not domiciled in Ohio, attach Form 11. (see R.C. Section 1707.11.) H. Attach an exhibit describing the use of proceeds from this offering. Designate as Exhibit 14 - H. 15. (Name) (Street and Number) (City, State, Zip) (Phone) ( Facsimile) SIGNATURE Issuer By VERIFICATION (Verification by O ne Person is Sufficient) County of State of The undersigned, being first duly sworn, deposes and says: That he has executed the foregoing for, an on behalf of, the applicant named therein; that he is of such applicant and is f ully authorized to execute and file such application; that he is familiar with such application and the facts underlying such application; and that to the best of his knowledge, information and belief, the statements made in such application are true and t he documents submitted herewith are true copies of the original thereof. Subscribed and sworn to before me Signature of Person Sworn Office Held Month, Day and Year Signature of Notary Public A Certif