Secondary Trading Exemption Noitce Form. This is a Texas form and can be use in Blue Sky Secretary Of State.
Tags: Secondary Trading Exemption Noitce, 133.5, Texas Secretary Of State, Blue Sky
Form 133.5 Texas State Securities Board P.O. Box 13167 Austin, Texas 78711-3167 Secondary Trading Exemption Notice (Section 5.O, Texas Securities Act) FILING FEE $500.00 1. Name of Issuer: State of incorporation: Address and principal place of business: Location of books and records: Correspondent: Firm: Address: Telephone: 2. Attach Forms 10, 10-K, 8-K, and 10-Q for last 3 years, if any. (Answers to any of the following items may be cross-referenced to the appropriate pages of these documents if the cross-reference fully and adequately supplies the information required by the item). 3. Describe history of Issuer. Include state of incorporation, date of incorporation, dates of consolidation, mergers, or spin offs. Give names of companies, partnerships, etc., involved: 08-16-2010 American LegalNet, Inc. www.FormsWorkFlow.com Form 133.5 4. Description of business: 5. Property and location: 6. Subsidiaries: 7. (a) Names and addresses of current officers and directors: Names and addresses of any other officers and/or directors who have held office within the past 5 years: (b) Has the Issuer or any person named in Item 7(a): (1) been charged, indicted or convicted of any felony or misdemeanor of which fraud is an essential element? G No If yes, give details in an attached statement. Include identification of court, pertinent dates, style and number of case, charge, and disposition of case. (2) G Yes been subject to a permanent or temporary injunction instituted by any court? G No G Yes If yes, give details in an attached statement. Include identification of court, pertinent dates, style and number of case, charge, and disposition of case. 8. Name and address of transfer agent: 9. Date of annual meeting: 10. Number of stockholders on recent date. Specify date: 11. Number of employees on recent date. Specify date: 08-16-2010 American LegalNet, Inc. www.FormsWorkFlow.com Form 133.5 12. Attach all financial statements (consolidated, if applicable) prepared in accordance with Section 7.A(1) of the Texas Securities Act - although the statements need not reflect the financial condition of the Issuer on a day not less than 90 days before the date this notice is filed - including the following: (a) a balance sheet for the most recent fiscal year available, and as of a date not more than 18 months before the date of filing, that is certified by independent certified public accountants or independent public accountants; and (b) statements of income, changes in stockholders’ equity and statements of cash flow for the 3 years ended as of the balance sheet date (or for the period of existence of the Issuer, if such period is less than 3 years) that are certified by independent certified public accountants or independent public accountants. 13. Record of dividends paid (cash, stock and property): 14. Public offerings - if any: Dates securities issued to public in the following states: Number of shares, price per share, net proceeds to the company, date of offering, name and address of underwriter (prices per share adjusted to reflect the present capitalization): Furnish copies of the latest prospectus, annual report and proxy statement. 15. Disclose all facts pertaining to the issuance of securities in transactions other than those described in Item 14. Include a description of all warrants and options that have been granted or authorized but not yet exercised: 08-16-2010 American LegalNet, Inc. www.FormsWorkFlow.com Form 133.5 16. Is there an existing over-the-counter market for the Issuer's securities? G No G Yes If yes, the Issuer’s transfer agent must furnish the following justification of the market for the previous 12 months (excluding trades by insiders and control persons): Sales Transactions For First Quarter Ending (Date) Second Quarter Ending (Date) Third Quarter Ending (Date) Fourth Quarter Ending (Date) Number of shares Number of transactions High bid price Low bid price 17. Names and addresses of dealers making a market in the securities: 18. Names of the registered Texas dealers who have agreed to make a market in the securities. Include copies of their agreements: 19. (a) Class(es) of security(ies) for which exemption is sought: (b) Number of shares or units eligible for secondary trading without benefit of registration under the Securities Act of 1933: 08-16-2010 American LegalNet, Inc. www.FormsWorkFlow.com Form 133.5 20. Include a statement from an officer of the Issuer that to the best of his or her knowledge and belief there has been no material adverse change in the financial condition of the Issuer since the date of the last audited financial statement. 21. In an attached statement, describe reason exemption is being sought. STATE OF COUNTY OF Before me, the undersigned authority, on this day personally appeared (applicant), and having been duly sworn on oath deposes and says that the securities proposed to be sold under this exemption are not a part of an unsold allotment or subscription in the distribution of such securities by the Issuer; that securities of the same class, of the same issuer, are outstanding in the hands of the public; that no part of the proceeds of such sale will be paid directly or indirectly to the Issuer of such securities; that such sale is not directly or indirectly for the purpose of providing or furthering any scheme to violate or evade any provision of the Texas Securities Act; and that the Issuer of such securities is a going concern actually engaged in business and is neither in an organizational stage nor in receivership or bankruptcy. (Signature of Affiant) (Capacity) Subscribed and sworn to before me the _________ day of ____________________, 20 ______. Notary Public in and for the County of State of (NOTARY SEAL) My commission expires 08-16-2010 American LegalNet, Inc. www.FormsWorkFlow.com