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Pursuant To R.C. Section 1707 6(A)(2) - Ohio
| Pursuant To R.C. Section 1707 Form. This is a Ohio form and can be used in Securities Blue Sky Secretary Of State . |
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STATE OF OHIO Telephone: Department of Commerce File No. (614) 644-7381 Division of Securities 77 South High Street, Columbus, Ohio 43215-6131 Form 6(A)(2) Pursuant to R.C. Section 1707.06(A)(2) Registrant Must Not Complete. Checked Division Record -- Date 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registrations checked Examined as to form Amendment requested Acknowledgment sent Accepted for filing Registration withdrawn Registration suspended Registration refused Examination requested This Registration (Registrant Must Not Complete.) (Section) (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)(2).Separate Forms must be obtained from the Division for registration under R.C. Sections 1707.06(A)(1),(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 questionthereby answered. Integration: The issuer should be aware that all sales of securities before or after this filing may be subject to integration with this offering bythe Division. Factors considered particularly relevant to integration include: 1) Are the offerings part of a single plan of financing? 2) Do theofferings involve issuance of the same class of security? 3) Are the offerings made at, or about, the same time? 4) Ime type ofs the saconsideration to be received? 5) Are the offerings made for the same general purpose? COMPLETE ALL ITEMS 1. Is the issuer a Corporation? ? YES ? NO If answer is no, utilize a different form. 2. Issuers corporate name: (Payers Federal Tax Identification Number)3. Issuers principal business office: (Street and Number) (City, State, Zip) (Phone)4. Statutory Agent: (Name) (Street and Number) (City, State, Zip)5. Date and state of issuers incorporation: (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. American LegalNet, Inc. COM 4591 (Rev. 2/05) www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 28. (a) Will all such securities be sold for cash or tangible property located in O ? YES hio?? NO (b) Will the aggregate commission, discount , or other remuneration, excluding legal, accounting, and printing fees paid or givn e directly or indirectly in connection with the sale of these securities not exceed ten per cent of the initial offering? ? YES ? NO (c) Will the securities be sold for the sole account of the issuer, in good faith, and not for the purpose of avoiding R.C. Sions ect 1707.01 to 1707.45? ? YES ? NO 9. List all prior registrations or claims of exemption by the issuer under the Ohio Securities Act, Chapter 1707., Ohio RCode.evised Date Price Section No. Description of Securities File No. (if applicable) 10. 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 No. of Shares Outstanding Prior to Filing ? YES ? NO II. Preferred No. of Shares Outstanding No. of Shares Par Value Dividend Rate Cumulative Voting Prior to Filing ? YES ? NO ? YES ? NO III. Other Classes No. of Shares Outstanding No. of Shares Par Value Dividend Rate Cumulative Voting Prior to Filing ? YES ? NO ? YES ? NO (b.) Describe briefly issuers outstanding securities other than shares, such as issues of notes, bonds, debentures, trust certificates, etc. State (1) amount outstanding; (2) date of issue; (3) date of mat urity; (4) redemption provisions; (5) internaturest rate; (6) e of security therefore; (7) conversion rights. (If none, so state.) 11. (a.) State number, class, price and amount of ALL shares, preferred or common, to be registered under this form. No. of Shares Class of Shares Exact Sale Price Per Share Total Sale Price of All Shares (b.) Describe briefly and state number, class, price and amount of issuers securities other than shares, 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 offe r(Not to exed ceed sixteen months). 12. (a) Will these securities be sold to not more than a maximum of thirty-five pur? chasers? YES ? NO (NOTE: The following shall not be included among the thirty-five purchaser maximum: (i) any purchaser of at least $100,000 of the securities offered hereby; (ii) any director or executive officer of the issuer.) American LegalNet, Inc. www.USCourtForms.com <<<<<<<<<********>>>>>>>>>>>>> 3 (b) Will the aggregate commission discount or other remuneration, excluding legal, accounting and printing fees, paid or givirectly en d or indirectly in connection with the sale of these securities exceed ten per cent of the initial offering price? ? YES ? NO 13. 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 r attach a copy ofegistration, issuers balance sheet with appropriate footnotes and profit and 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 accountant must include a letter from the accountant consenting to the use of the report for the application. Designate as Exhibit 13-A. B. Attach an exact copy of the Articles of Incorporation including amendments and any language in the Code of Regulations or BLaws y- 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 issuers shares. If no rights are expressly given by the Articles, Codes of Regulations, or By-Laws, a statement should be made that shareholders have only such rights as are provided by statute. Attach all contracts betwcorporationeen the and individual shareholders, including any close corporation agreements. Attach all contracts between the corporation and individual shareholders that materially affect other shares. Attach copies of any present o
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