Application To Register Securities {6(A)(2)} | Pdf Fpdf Docx | Ohio

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Application To Register Securities {6(A)(2)} | Pdf Fpdf Docx | Ohio

Last updated: 6/4/2019

Application To Register Securities {6(A)(2)}

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Form 6(A)(2) 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registrations checked Examined as to form Amendment requested Acknowledgment sent Accepted for filing Registration withdrawn Registration suspended Registration refused Examination requested This Registration ( Registrant Must Not Complete.) (Section) (Fil e) (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 Forms 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 answered. Integration: The issu er 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 part of a single plan of fi nancing? 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 general purpose? Division of Se curities 77 South High Street 22 nd Floor Columbus, Ohio 43215 C OM 4591 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)(2) 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. D (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 corporatio n? YES NO If no, identify name of dealer licensed in Ohio which will be used in connection with the sales of these securities . 8. (a) Will all such securities be sold for cash or tangible property location in Ohio? YES NO (b) Will the aggregate commission, discount, or other remuneration, excluding legal, accounting, and printing fees paid or given directly or indirectly in connection with the sale of these securities not exceed ten per center 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. Sections 1707.01 to 1 707.45? YES NO 9. List 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 applicabl e) 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 YES NO No. of Shares Outstanding Prior to Filing I. Preferred No. of Shares Par Value Dividend Rate Cumulat ive YES NO Voting YES NO No. of Shares Outstanding Prior to Filing II. Other Classes 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)(2) (b.) Describe briefly other than shares , such as 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 secu rity 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 this form. No. of Shares Class of Shares Exact Sale Price Per Share Total Sale Price of all Shares (b.) such as promissory notes, bonds or debentur es, 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 ). 12. (a) Will these securities be sold to not more than a maximum of thirty - five purchaser s? 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.) (b) With the aggregate commission discount or other remuneration, excluding legal, accounting and printing fees, paid or given directly or indirectly in connection with the sale of these securities exceed ten per center of the initial offering p rice? 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 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 of the application. Designate as Exhibit 1 3 - A. B. Attach an exact copy of the Articles of Incorporation including amendments and any language in the C ode of Regulations or By - 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 iven by the Articles, Code 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 contracts 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 corpo ration. Designate as Exhibit 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 1 3 - D. D. A prospectus m u st be attached if the aggregate amount of this offering exceeds $250,000. Designate as Exhibit 1 3 - D American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce Form 6(A)(2) 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, bu siness plans and projections, marketing and financial analysis forecasts, and any other literature. Designate as Exhibit 1 3 - E. F. Attach a specimen of the security to be sold pursuant to this registration and a copy of the Resolution of the Board of Director s authorizing its sale. Designate as Exhibit 1 3 - 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 1 3 - H. 14. Correspondence and the Cer tificate of Acknowledgment for the registration should be addressed to: (Name) (Street and Number) (City, State, Zip) (Phone) (Facsimile) SIGNATURE Issuer By VERIFICATION (Verificat ion by One 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 appl icant and is fully authorized to execute and file such application; that he is familiar with such application and the facts underlying such applic

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