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Form 1-A Regulation Offering Statement Under The Securities Act Of 1933 (SEC486) 1-A - Official Federal Forms
| Form 1-A Regulation Offering Statement Under The Securities Act Of 1933 (SEC486) Form. This is a national form and can be used in Securities And Exchange Commission . |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0286 Expires: September 30, 2013 Estimated average burden hours per response. . . 608.00 _________________________________________________________________________________________________________________________________ (Exact name of issuer as specified in its charter) _________________________________________________________________________________________________________________________________ (State or other jurisdiction of incorporation or organization) _________________________________________________________________________________________________________________________________ (Address, including zip code, and telephone number, including area code of issuer's principal executive office) _________________________________________________________________________________________________________________________________ (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________________ (Primary standard Industrial Classification Code Number) __________________________________________ (I.R.S. Employer Identification Number) The following delaying notation is optional, but see Rule 252(g) before omitting it: This offering statement shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A. GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form 1-A. This form is to be used for securities offerings made pursuant to Regulation A, 17 CFR 230.251 et seq. Careful attention should be directed to the terms, conditions and requirements of the regulation, especially Rule 251, inasmuch as the exemption is not available to all issuers or to every type of securities transaction. Further, the aggregate offering amount of securities which may be sold in any 12 month period is strictly limited to $5 million. II. Preparation and Filing of the Offering Statement. An offering statement shall be prepared by all persons seeking exemption pursuant to the provisions of Regulation A. Parts I, II and III shall be addressed by all issuers. Part II of the form which relates to the content of the required offering circular provides several alternate formats depending upon the nature and/or business of the issuer; only one format needs to be followed and provided in the offering statement. General information regarding the preparation, format, content of, and where to file the offering statement is contained in Rule 252. Requirements relating to the offering circular are contained in Rules 253 and 255. The offering statement may be printed, mimeographed, lithographed, or typewritten or prepared by any similar process which will result in clearly legible copies. III. Supplemental Information. The following information shall be furnished to the Commission as supplemental information: (1) A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared with the NASD. (2) Any engineering, management or similar report referenced in the offering circular. (3) Such other information as requested by the staff in support of statements, representations and other assertions contained in the offering statement. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 1 SEC 486 (02-08) American LegalNet, Inc. www.FormsWorkFlow.com PART I -- NOTIFICATION The information requested shall be provided in the order which follows specifying each item number; the text of each item as presented in this form may be omitted. All items shall be addressed and negative responses should be included. ITEM 1. Significant Parties List the full names and business and residential addresses, as applicable, for the following persons: (a) the issuer's directors; (b) the issuer's officers; (c) the issuer's general partners; (d) record owners of 5 percent or more of any class of the issuer's equity securities; (e) beneficial owners of 5 percent or more of any class of the issuer's equity securities; (f) promoters of the issuer; (g) affiliates of the issuer; (h) counsel to the issuer with respect to the proposed offering; (i) each underwriter with respect to the proposed offering; (j) the underwriter's directors; (k) the underwriter's officers; (l) the underwriter's general partners; and (m) counsel to the underwriter. ITEM 2. Application of Rule 262 (a) State whether any of the persons identified in response to Item 1 are subject to any of the disqualification provisions set forth in Rule 262. (b) If any such person is subject to these provisions, provide a full description including pertinent names, dates and other details, as well as whether or not an application has been made pursuant to Rule 262 for a waiver of such disqualification and whether or not such application has been granted or denied. ITEM 3. Affiliate Sales If any part of the proposed offering involves the resale of securities by affiliates of the issuer, confirm that the following description does not apply to the issuer. The issuer has not had a net income from operations of the character in which the issuer intends to engage for at least one of its last two fiscal years. ITEM 4. Jurisdictions in Which Securities Are to be Offered (a) List the jurisdiction in which the securities are to be offered by underwriters, dealers or salespersons. (b) List the jurisdictions in which the securities are to be offered other than by underwriters, dealers or salesmen and state the method by which such securities are to be offered. ITEM 5. Unregistered Securities Issued or Sold Within One Year (a) As to any unregistered securities issued by the issuer or any of its predecessors or affiliated issuers within one year prior to the filing of this Form 1-A, state: 2 American LegalNet, Inc. www.FormsWorkFlow.com (1) the name of such issuer; (2) the title and amount of securities issued; (3) the aggregate offering price or other consideration for which they were issued and basis for computing the amount thereof; (4) the names and identities of the persons to whom the securities were issued. (b) As to any unregistered securities of the issuer or any of its predece
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