NJBOS FORM 9

NEW JERSEY INTRASTATE OFFERING (CROWDFUNDING) EXEMPTION FORM

Pursuant to N.J.S.A. 49:3-50(B)(14)

Instructions

1.	A securities offering in New Jersey must comply with all provisions of the Uniform Securities Law, P.L. 1967, c. 93 (N.J.S.A. 49:3-47 et seq.) (“ Securities Law”), including but not limited to the anti-fraud provisions of N.J.S.A. 49:3-52, and the rules promulgated thereunder (N.J.A.C 13:47A).

2.	Pursuant to 13:47A-12A.3, an issuer offering securities pursuant to N.J.S.A. 49:3-50(b)(14) shall file with the New Jersey Bureau of Securities (“Bureau”), 153 Halsey Street, 6th Floor, Newark, New Jersey 07102 no less than 10 days prior to the commencement of an offering of the security, the following:

a. A manually signed New Jersey Intrastate Offering (Crowdfunding) Exemption Form;

b. The information required to be disclosed pursuant to N.J.A.C. 13:47A-12A.5(a); and

c. A check made payable to the State of New Jersey, Bureau of Securities in the amount of $250.00.

3.	For your convenience, the New Jersey Intrastate Offering (Crowdfunding) Exemption Form has been formatted into two parts:

Part A contains the information regarding the issuer’s compliance with the terms and conditions of N.J.S.A. 49:3-50(b)(14); and

Part B contains the information required to be disclosed pursuant to N.J.A.C. 13:47A-12A.5(a). An issuer may also provide a copy of Part B to prospective investors and investors. If completed accurately and in its entirety, including but not limited to, question number 51, Part B should contain the information required to be disclosed by the issuer to investors pursuant to N.J.A.C. 13:47A-12A.5(a), and may directly be posted by the issuer on the Internet Site Operator’s website.

Pursuant to N.J.A.C 13:47A-12A.5(a)15 and 16, attach as Exhibit A to Part B of the New Jersey Intrastate Offering (Crowdfunding) Exemption Form the Company’s financial statements for the most recently completed fiscal year, plus interim financial statements if the Company’s fiscal year ended more than 90 days prior to the date of the Company’s New Jersey Intrastate Offering (Crowdfunding) Exemption Form. The financial statements do not need to be audited. The financial statements may include:

Balance Sheet;

Income Statement;

Cash Flow statement;

Capitalization of Issuer; and

Statement of Current Liabilities Outstanding (including obligations past due and obligations due within 12 months).

5.	An issuer offering securities pursuant to N.J.S.A. 49:3-50(b)(14), shall file an amended New Jersey Intrastate Offering (Crowdfunding) Exemption Form whenever there is any change to the information previously reported. Any such amendment shall be filed no later than 30 days of the change. There is no fee to file an amendment.

6.	For any questions regarding the New Jersey Intrastate Offering (Crowdfunding) Exemption Form call (973) 504-3600 (option 5).

New Jersey Intrastate Offering (Crowdfunding) Exemption Form

Part A

(Exact name of Company as set forth in the organizational documents)

(Insert the name of any DBAs, if applicable, separated by semi-colons.

The Offering

Type of securities offered

☐Common stock

☐Preferred stock

☐Limited Liability Company Membership Interests

☐Limited Partnership Interests

☐Other (specify):

$

%

Price per security:

Sales commission, if any

Offering amount:

Minimum	Maximum

$

$

In Dollars

In Units (indicate type)

The minimum offering deadline in this offering is:

Click to select date.

Note: The issuer must establish a minimum amount of securities that must be sold before the issuer may use the proceeds of the offering. In addition, the aggregate purchase price of all securities sold by an issuer under N.J.S.A. 49:3-50(b)(14) must not exceed $1 million from sales to non-accredited investors. The offering deadline cannot exceed twelve (12) months from the date of offering.

Principal Place of Business

Street Address Line 1	Street Address Line 2
City	State	ZIP/Postal Code
Website	Phone

Person to Contact at the Company with Respect to the Offering
Last Name	First Name	Title
Firm Name	Street Address Line 1	Street Address Line 2
City	State/Province/Country	ZIP/Postal Code
Phone	Fax	E-mail

4. Internet Site Operator (“ISO”) on Whose Website the Offering Will be Listed
Contact at ISO: Last Name	First Name	Title
ISO Name	Street Address Line 1	Street Address Line 2
City	State/Province/Country	ZIP/Postal Code
Website	Phone	E-mail

5. Disqualifying Factors

Has the issuer or any predecessor of the issuer, officer, director, partner, trustee, or individual occupying similar status or performing similar functions with the issuer, or a person owning 10 percent or more of the outstanding securities of the issuer been subject to any of the following disqualifying events:

Criminal convictions in connection with the purchase or sale of a security, or involving the making of a false filing related to the offer or sale of a security?

Yes ☐ No ☐

Injunctions or court orders against engaging in or continuing conduct or practices in connection with the purchase or sale of securities or involving the making of a false filing related to the offer or sale of a security or any criminal conviction as described in N.J.S.A. 49:3-56(k)?

Yes ☐ No ☐

United States Postal Service false representation order?

Yes ☐ No ☐

A Bureau stop order?

Yes ☐ No ☐

New Jersey Intrastate Offering (Crowdfunding) Exemption Form

Part B

A copy of the Company’s financial statements are attached as Exhibit A. They may include a Balance Sheet; Income Statement; Cash Flow statement; Capitalization of Issuer; and Statement of Current Liabilities Outstanding (including obligations past due and obligations due within 12 months).

RISK FACTORS

Insert Issuer’s name.

The following is a summary of the material risks that apply to (“the Company”) and/or this offering. Only those items that are checked or included in the Other Risks section apply to this offering. An investor should carefully consider these risks prior to investing in this offering.

No Existing Market

☐	Because there is no market for the Company’s securities, investors may not be able to sell their securities or recover any part of their investment. Investors should not invest unless they can afford to hold their investment indefinitely.

Operating History

☐	The Company has limited or no operating history. As a new enterprise, the Company is likely to be subject to risks the management has not anticipated.

☐	Because the Company has been operating for only a short period of time, it has produced little or no profit. There is no assurance that it will ever produce a profit.

☐	Investors may lose their entire investment. Investors should not invest in this offering unless they can afford the loss of their entire investment.

Limited Resources/Losses

☐	The Company has limited resources and will not be able to continue operating without the proceeds from this offering. It is possible that the proceeds from this offering and other resources may be insufficient for the Company to continue to finance operations.

☐	The Company expects to continue to experience losses from operations and cannot predict when or if the Company will become profitable. If the Company achieves profitability, it may not be sustainable.

$

☐	The Company has incurred losses since inception and may incur future losses. The Company has not yet generated a profit from operations. As of the date of the most recent financial statements, the Company had an accumulated deficit of .

Competition

☐	The Company operates in a highly technical industry, which is characterized by frequent introductions of new products and services into the market. The Company’s success will depend, in part, on its ability to improve the present products and/or services, to develop new products and/or services, and to provide necessary services and support.

☐	A large number of enterprises provide products or services similar to the Company’s. The Company will be competing with established businesses that have an operating history, and greater financial resources, management experience, and market share than the Company. There can be no assurance that the Company will be able to compete or capture adequate market share. The Company may not be profitable if it cannot compete successfully with other businesses.

Key Persons

☐	The Company’s success depends substantially on the services of a small number of individuals. The Company may be harmed if it loses the services of these people and it is not able to attract and retain qualified replacements.

☐	The Company’s officers, directors, managers, and/or other persons occupying a similar status or performing similar functions will continue to have substantial ownership and control over the Company after the offering.

☐	The Company does not maintain key person life insurance on those individuals on whom the Company’s success depends. The loss of any of these individuals could have a substantial negative impact on the Company and the investor’s investment.

Inexperienced Management

☐	None of the Company’s officers, directors, managers and/or other persons occupying a similar status or performing similar functions has managed a company in this industry. The Company’s ability to operate successfully may depend on its ability to attract and retain qualified personnel, who may be in great demand.

☐	None of the Company’s officers, directors, managers and/or other persons occupying a similar status or performing similar functions has experience in managing a development stage enterprise.

Past Failures

☐	Prior to organizing the Company, one or more of the Company’s officers, directors, managers and/or other persons occupying a similar status or performing similar functions operated a business in which shareholders lost part or all of their investment. The Company’s ability to operate successfully may depend on its officers, directors, and/or managers to succeed where they have failed before.

Government Regulation

☐	The Company must comply with local, state, and federal rules and regulations. If the Company fails to comply with a rule or regulation it may be subject to fines, or other penalties, or its permit or license may be lost or suspended. The Company may have to stop operating and the investors may lose their entire investment.

Dilution

☐	The price of a share in this offering is significantly higher than the book value of the securities. Investors participating in this offering will incur immediate and substantial dilution of the book value of their investment.

☐	To the extent outstanding options or warrants to purchase securities are exercised, new investors will incur further dilution of the book value of their investment.

☐	There are no limits in place to restrict the Company’s ability to issue securities in the future. If the Company issues additional securities, investors participating in this offering will incur further dilution of the value of their investment.

Offering Price

☐	The offering price of the Company’s securities was arbitrarily set, and accordingly, should not be considered an indication of the actual value of the Company.

“Best-efforts” Offering

☐	The Company is offering these securities on a “best-efforts” basis. The Company has not contracted with an underwriter, placement agent, or other person to purchase or sell all, or a portion of, the Company’s securities and there is no assurance that it can sell all or any of the securities.

Lack of Investor Control

☐	The Company’s officers, directors, managers, and/or other persons occupying a similar status or performing similar functions will continue to have substantial control over the Company after the offering. As such, you may have little or no ability to influence the affairs of the Company.

Other Risks

Describe any other risks that apply to the Company and/or the offering that have not yet been addressed above. Failure to disclose all material risks may subject the Company, its Officers, Directors, and Managers to liability under the New Jersey Uniform Securities Law, including for securities fraud.

THE BUSINESS

Business of the Company:

Describe the Company’s business, focusing on the products or services the Company sells or plans to sell. Also include a description of the history of the Company.

Describe the Company’s business plan:

Summarize the major steps the Company will take to meet its business objectives, and the methods for achieving these steps. You may consider incorporating portions of the Company’s business plan into this section.

Operations: The Company (select all that apply):

☐	has never conducted operations.

☐	is in the development stage.

☐	is currently conducting operations.

☐	has shown a profit in the last fiscal year.

Jurisdiction: Is the issuer an entity organized and doing business in the state of New Jersey? (Article of Organization are attached as Exhibit B)

☐ Yes ☐ No

Click to select date.

(a) Date of incorporation/formation:

(b) Type of Organization:

Fiscal Year End (Month and Day) :

Material Agreements

A) Suppliers: The Company (select all that apply):

☐	has major supply contracts.

☐	is currently or expects to be dependent upon a limited number of suppliers.

☐	has no suppliers.

Describe the Company’s suppliers and supply contracts.

B) Customer sales and orders: The Company (select all that apply):

☐	has major sales contracts.

☐	has had sales of products or services in the last 12 months.

☐	has had or anticipates having sales that are seasonal or cyclical.

☐	has had or anticipates having foreign sales.

☐	has a single customer or a limited number of customers that account(s) for a major portion of

the Company’s sales.

☐	has not yet had sales.

Describe the nature of the Company’s sales and the material terms of major existing sales contracts.

Competition:

Describe the competition that the Company faces, and how the Company intends to compete. If the Company offers what it considers to be unique goods or services, be sure to discuss competition from companies that provide similar or substitute goods or services. Name the Company’s principal competitors, and indicate their relative size and financial market strengths. Describe the Company’s strategy, whether to compete by price, service, or on some other basis.

Marketing:

Describe how the Company plans to market its products or services during the next 12 months, including who will perform these marketing activities.

Employees:	Number of current employees:

Expected number of employees within the next 12 months:

Properties: The Company (select all that apply):

☐	owns or leases buildings/real estate.

☐	owns or leases equipment or other assets.

☐	owns or leases intangible property, such as patents, licenses, copyrights, trademarks, etc.

☐	has no property.

Describe the Company’s buildings, real estate, equipment, and intangible property.

Research and Development: The Company (select all that apply):

☐	has expended funds on research and development in the last 12 months.

☐	expects to expend funds on research and development in the next 12 months.

Describe the Company’s past and anticipated research and development activities. Include the amount spent on these activities during the last 12 months.

Governmental Regulation (select all that apply):

☐	The Company and/or its products are subject to material regulation by a government agency.

☐	The Company is required to have a license or permit (other than organizational licenses) to conduct business.

☐	The Company has obtained any required licenses or permits to conduct business.

Regulations can be imposed on a company by federal, state, or local government agencies. In completing your response to this Item, you should first identify the type of regulation and then, if it is material, disclose the impact of the regulation.

Company Organization: The Company (select all that apply):

☐	has had a stock split, dividend, recapitalization, merger/acquisition, spin-off, or reorganization.

☐	has a pending or anticipated stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization.

☐	has a parent, subsidiary, or affiliate.

If you checked any box, please provide additional information.

ESCROW OF OFFERING PROCEEDS

Before the Company can receive and use the offering proceeds, the Company, within twelve months of the date of the offering, must raise a minimum of:

$

(units) and .

All funds raised will be placed in an escrow account until the minimum amount is raised.

Click to select date.

If the Company does not raise the minimum offering amount by all funds will be returned to investors.

The escrow account will be located at:

Provide name and address of the escow agent located in the state of New Jersey in which offering proceeds will be deposited.

Does the Company reserve the right to extend the escrow period?	☐ Yes	☐ No (not to exceed twelve months from the date of the offering)

If yes, describe the circumstances under which the Company might extend the escrow period. This period may not extend beyond twelve (12) months from the date of the offering.

If the offering proceeds are returned to investors at the end of the escrow period, will investors receive any interest earned on escrow funds during the escrow period?	☐ Yes	☐ No

USE OF PROCEEDS

Net Proceeds

Determine the net proceeds of the offering for the minimum and maximum offering amounts.

Minimum Offering Amount Raised	Maximum Offering Amount Raised
Gross Proceeds from the Offering	$	$
Less: Offering Expenses	$	$
Commissions and Finders Fees	$	$
Legal fees	$	$
Accounting fees	$	$
Copying and Advertising	$	$
Other (Specify):	$	$
Net Proceeds from the Offering	$	$

Detailed Use of Net Proceeds

Provide a detailed breakdown of how the Company intends to use the net offering proceeds. A specific purpose must be disclosed for at least 65% of the offering proceeds.

Description of Use	Minimum Offering Amount Raised	Maximum Offering Amount Raised
Examples of uses of proceeds include:
Purchasing equipment or other assets	$	%	$	%
Discharging company debt	$	%	$	%
Developing new products or services	$	%	$	%
Hiring employees or consultants	$	%	$	%
Advertising or marketing	$	%	$	%
$	%	$	%
Total	$	100%	$	100%

Briefly explain why the Company is conducting the offering.

Describe for what purpose the Company is raising funds.

DESCRIPTION OF SECURITIES OFFERED

The securities being offered are:

☐	Common Stock

☐	Preferred Stock

☐	Limited Liability Company Membership Interests

☐	Limited Partnership Interests

☐	Other (specify):

These securities have:

☐	Cumulative voting rights

☐	Other special voting rights

☐	Preemptive rights to purchase any new issue of securities

☐	Preference as to dividends or interest

☐	Restrictions on dividends or other distributions

☐	Preference upon liquidation

☐	Anti-dilution rights

☐	Conversion rights

☐	Other special rights or preferences (specify):

If you checked any box, please describe.

(a) Offering Amount:

Minimum	Maximum

$

$

In Dollars

In Units (indicate type)

(b) Ownership Stake Being Offered and Implied Valutaion:

Total Offering. Under the proposed terms, a total of:

%

of this Company is being offered for sale to eligible investors.

Minimum Offering. Under the proposed terms, a total of

%

of this Company will have been purchased upon raising the minimum offering amount listed in Item 23(a).

Maximum Offering. Under the proposed terms, a total of

%

of this Company will have been purchased upon raising the maximum offering amount listed in Item 23(a).

Company’s Implied Valuation. Based on the proposed terms of this offering, including the offering price and number of securities offered, this Company has an implied value of

$

.

Note: Implied Valuation may be computed by the following formulas:

If no selling shareholders: [(# of outstanding units)*(price of units being offered)] + [(# of units being offered)*(price of units being offered)]

If selling shareholders: [(# of outstanding units - # of units to being offered from insiders)*(price of units being offered)] + [(# of units being offered from insiders)*(price of units being offered)]

Purchaser Restrictions

The offering is limited to New Jersey residents. The Company must obtain evidence of residency from each purchaser prior to accepting investor funds. (See N.J.A.C 13:47A-12A.2(a)(7) The Company cannot accept an investment of more than $5,000 from any single investor unless the investor is an accredited investor, as defined by N.J.S.A. 49:3-49(p), or institutional buyer, as defined by N.J.S.A. 49:3-49(t).

Is the offering subject to any other purchaser restrictions?	☐ Yes	☐ No

If yes, describe the purchaser restrictions. Because purchasers of the securities will have an equity interest in your Company, you may want to place additional restrictions on who can invest for legal and administrative reasons. For example, a Company may choose to limit an offering to its employees, independent contractors, or franchisees, or to investors who meet certain financial requirements.

Transfer Restrictions

The securities sold in this offering are restricted by the requirements for the federal exemption from registration for intrastate offerings under §3(a)(11) of the Securities Act of 1933, 15 U.S.C.A. Sec. 77c and Securities and Exchange Commission Rule 147 (“Rule 147”), 17 C.F.R. Sec. 230.147, which limits all transfers to persons residing within the state of New Jersey for a period of nine months from the date of last sale by the issuer of such securities.

Once the periods for these restrictions on resale have passed, investors who have purchased securities in this offering may sell or transfer their securities in an offering that has been registered or is exempt from registration under both federal and state law. However, an exemption or registration may not be available at such time. In addition, the Company may place additional restrictions on resale of the securities sold in this offering.

Are the securities subject to any other resale restrictions by the Company?	☐ Yes	☐ No

If yes, describe the transfer restrictions. The Company is responsible for maintaining a register of all current shareholders and may want to restrict transfers for tax, administrative, or other purposes.

Securities Certificates

Will the Company issue physical securities certificates in this offering?	☐ Yes	☐ No

Record of Security Holders:

Please describe the manner in which records of security ownership will be maintained by the Company.

HOW THE SECURITIES WILL BE OFFERED AND SOLD

List and provide information on the individuals and entities who will be offering and selling the securities on behalf of the Company.

Name
Relationship to Company
Address
Telephone
Compensation received for selling securities

OUTSTANDING SECURITIES AND PRINCIPAL UNIT/SHAREHOLDERS

For each class of the Company’s securities, indicate the total number of outstanding securities and the total number of securities the Company is authorized to issue. Also, indicate with an “x” if the securities include (1) voting rights; (2) have an associated dividend; or (3) are subject to any agreements, options, warrants or rights. In the “Description of Securities” column, include a description of each class of securities.

Class of Securities	Total Outstanding (units)/($)	Total Authorized units	Voting Rights	Dividend	Subject to Issuance under Purchase Agreements, Options, Warrants, or Rights?	Description of Securities (include any restrictions)

Does the Company plan to issue or offer options in the future?	☐ Yes	☐ No

If yes, please provide additional information.

Has the Company sold or issued securities during the last 12 months?	☐ Yes	☐ No

If yes, describe the type of securities and the dollar amount sold. Indicate under which exemption or form of registration the securities were offered.

Principal Unit/Shareholders

Provide the names of all persons owning more than 10% of the ownership interests of any class of securities of the Company, including executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the Company.

Name of Unit/ Shareholder	Manager, Officer, or Director? (Y or N)	Type of Security*	Class of Securities	Number Securities Currently Held	Average Purchase Price of Securities	% of Total Outstanding Securities	% of Total Securities if Minimum Sold	% of Total Securities if Maximum Sold

Be sure to include options and other contigent securities.

MANAGEMENT

Provide background information for each executive officer, director, managing member, and other person occupying a similar status or performing similar functions.

Name
Age
Title
Officer/Manager (Y or N)
Director (Y or N)
Time Spent on Company Business (if less than full time)
Employment History	Include employers, titles, responsibilities, and relevant dates for the last 10 years.
Education	Include degrees, schools, and dates of attendance.
Licenses	Include CRD# or applicable license or registration number.

The compensation paid by the Company to executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions from Click here to enter a date. to Click here to enter a date. (this time period should be either the last fiscal year or last twelve months) was:

To Whom Paid	Cash	Other Compensation
$	$
$	$
$	$

The Company (select all that apply):

☐	expects compensation to change in the next year.

☐	owes compensation for prior years.

If you checked any box, please describe.

Prior Experience of Management

An executive officer, director, managing member, and other person occupying a similar status or performing similar functions of the Company (select all that apply):

☐	has worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same type of business as the Company.

☐	has managed another company in the start-up or development stage.

☐	has managed another company that conducted an offering of securities.

If you checked any box, describe the prior experience of officers, directors, managers, or key persons. If anyone conducted an offering of securities, provide information on the outcome of the offering, such as the amount raised, whether the company remains in existence, and whether investors recovered their investment.

Insolvency Proceedings of Management and Executive Officers, Directors, Managing Members, and Other Persons Occupying a Similar Status or Performing Similar Functions

An executive officer, director, managing member, and other person occupying a similar status or performing similar functions of the Company (select all that apply):

☐	has filed a petition for bankruptcy, receivership, or a similar insolvency proceeding, or had such a petition filed against him or her, within the past five years.

☐	has served as a manager, officer, or director for any business entity that was the subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years.

☐	none of the above.

Provide details regarding any insolvency proceedings, including the court where filed, date filed, and current status.

Arrangements with Executive Officers, Directors, Managing Members, and Other Persons Occupying a Similar Status or Performing Similar Functions

The Company (select all that apply):

☐	has entered into employment or non-compete agreements with any executive officer, director, managing member, and other person occupying a similar status or performing similar functions.

☐	plans to enter into employment or non-compete agreements with executive officer, director, managing member, and other person occupying a similar status or performing similar functions.

If you checked any box, please describe.

The Company (select all that apply):

☐	has purchased key person life insurance on any executive officer, director, managing member, and other person occupying a similar status or performing similar functions.

☐	has made arrangements to replace any executive officer, director, managing member, and other person occupying a similar status or performing similar functions it may lose due to death or disability.

If you checked any box, please provide additional information.

SELECTED FINANCIAL INFORMATION

The Company’s net, after-tax earnings (or losses) for the last fiscal year were:

$

The Company’s net, after-tax earnings (or losses) per share were:

$

As of the Company's most recent balance sheet dated:

Click to select date.

The Total Debt of the Company was:

$

The Retained Earnings (Deficit) of the Company were:

$

The Stockholder Equity (Deficit) of the Company was:

$

CERTAIN LEGAL PROCEEDINGS

Please answer the questions in this section with respect to the following persons associated with the Company:

The Company, its predecessors, and affiliates;

All Officers, Directors, and Managers of the Company;

All Beneficial Owners of 10% or more of the Company’s outstanding voting equity;

Any person receiving remuneration for solicitation of purchasers, and any General Partner, Managing Member, Director, or Officer of such solicitor.

Have any of the above-listed persons been convicted in a criminal proceeding, excluding traffic violations or other minor offenses?	☐ Yes	☐ No

If yes, explain in detail.

Have any of the above-listed persons been named as the subject of a pending criminal proceeding, excluding traffic violations or other minor offenses?	☐ Yes	☐ No

If yes, explain in detail.

Have any of the above-listed persons been the subject of an order, judgment, decree, sanction, or administrative finding imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court related to his or her involvement in any type of business, securities, insurance, or banking activity?	☐ Yes	☐ No

If yes, explain in detail.

Are any of the above-listed persons the subject of a pending civil, administrative, or self-regulatory action related to his or her involvement in any type of business, securities, insurance, or banking activity?	☐ Yes	☐ No

If yes, explain in detail.

Has any civil action, administrative proceeding, or self-regulatory proceeding been threatened against any of the above-listed persons related to his or her involvement in any type of business, securities, insurance, or banking activity?	☐ Yes	☐ No

If yes, explain in detail.

MANAGEMENT RELATIONSHIPS AND TRANSACTIONS

The Company (select all that apply):

☐	has made loans to an Officer, Manager, Director, or principal stockholder within the last two years.

☐	has one or more outstanding loans with an Officer, Manager, Director, or principal stockholder.

☐	plans to make one or more loans to an Officer, Manager, Director, or principal stockholder in the future.

☐	has done business with an Officer, Manager, Director, or principal stockholder within the last two years.

☐	plans to do business with an Officer, Manager, Director, or principal stockholder in the future.

If you checked any box, please provide additional information, including the material terms of any such transactions.

LITIGATION

The Company (select all that apply):

☐	has been involved in litigation or subject to administrative action in the last 5 years that has had a material effect upon the Company’s business, financial condition, or operations.

☐	has pending litigation or administrative action that may have a material effect upon the Company’s business, financial condition, or operations.

☐	is currently threatened by litigation or administrative action that may have a material effect upon the Company’s business, financial condition, or operations.

☐	none of the above.

Disclose any litigation that is likely to have an effect on the Company. Disclosure includes information not only about present pending litigation, but also includes past concluded litigation, and future unasserted claims of which the Company is aware. Disclosure is not limited to actions in which the Company is a party, but also includes separate litigation filed against the Company’s executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions if the litigation is likely to have a material effect on the Company. To fully respond to this Item, you should include the name of the court where the proceeding is pending, a description of the facts underlying the claim and the relief sought or obtained.

TAX ASPECTS

Describe any material tax consequences to investors in this offering:

Note: Investor may be subject to tax on the taxable income and losses of the Company.

RIGHT OF CANCELLATION

In an offering conducted under N.J.S.A. 49:3-50(b)(14), an investor may cancel their commitment to invest for up to 30 days following the date the investment is made, for any reason, until such time as the target minimum offering amount has been raised, except that investors who invest within 30 days of the time and date by which the minimum offering amount must be reached, shall only have the amount of time left before the time and date by which the minimum offering amount must be reached in which to cancel their commitment to invest, even if that amount of time is less than 30 days. (See N.J.S.A. 49:3-77(i))

Click to select date.

The minimum offering deadline in this offering is

Notice and Procedure for Cancellation of Investment:

Describe the procedure for an investor to cancel his or her investment commitment.

OTHER MATERIAL FACTORS

Describe any other material factors that will or could affect the Company or its business or which are necessary to make any other information in this document not misleading or incomplete.

This section is a “catch all.” Items in this document do not cover all industries and types of businesses. You may find it necessary to add material disclosure under this Item that is not covered elsewhere. Any material misstatements or omissions may subject the Company, its officers, directors, managers, or promoters to liability under the New Jersey Uniform Securities Law including for securities fraud.

ADDITIONAL INFORMATION

For an exempted security issued under the Intrastate Offering (Crowdfunding) exemption pursuant to N.J.S.A 49:3-50(b)(14), the Company shall provide a quarterly report consistent with N.J.A.C. 13:47A-12A.5(e) to the Company’s investors by making such report accessible and free of charge. The Company may satisfy this reporting requirement by making the quarterly report available on the Company’s internet site address or on the Internet site operator’s website address within forty-five days after the end of each fiscal quarter (N.J.S.A. 49:3-81.) If the Company, choses to make the report available on a website, the report will be available at:

SIGNATURES

By filing this New Jersey Intrastate Offering (Crowdfunding) Exemption Form pursuant to N.J.S.A.49:3-50(b)(14), the Company hereby represents that:

The Company is claiming the exemption from registration for crowdfunding offerings under N.J.S.A. 49:3-(50)(b)(14) for this offering and will comply with the New Jersey Uniform Securities Law, P.L. 1967, c. 93 (N.J.S.A. 49:3-47 et seq. and the rules adopted thereunder);

The Company is an entity organized and doing business in the state of New Jersey;

The Company shall obtain from each investor written evidence of residency in the state of New Jersey in accordance with N.J.A.C. 13:47A-12A.2(a)(7);

The aggregate purchase price of all securities sold by the Company pursuant to the exemption provided by N.J.S.A. 49:3-50(b)(14) does not exceed one million dollars raised from non-accredited investors;

The Company shall not sell more than $5,000 of the securities to any single investor unless the investor is an accredited investor (as defined by N.J.S.A. 49:3-49(p)) or institutional buyer (as defined by N.J.S.A. 49:3-49(t));

The Company has reviewed and shall conduct the offering in accordance with the requirements of §3(a)(11) of the Securities Act of 1933 and Rule 147;

The Company shall disclose in writing the limitations on resales and implement precautions against interstate offers and sales as provided in Rule 147, including placing a legend on the certificate or other document evidencing the security stating that the securities have not been registered under the Act and setting forth the limitations on resales as found at: http://www.njconsumeraffairs.gov/bos/bosforms/Form-13-Investor-Legend-Form.pdf .

The Company is aware that its ability to advertise this offering on a website may be limited by federal law (see U.S. Securities and Exchange Commission, Securities Act Rules: C&DI Questions 141.03, 141.04, and 141.05, available at http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm)

The Company’s Officers, Directors, and/or Managers must sign the New Jersey Intrastate Offering (Crowdfunding) Exemption Form. When they sign this form, they represent that they have diligently attempted to confirm the accuracy and completeness of the information contained herein.

When any Officer, Director, or Manager signs this New Jersey Intrastate Offering (Crowdfunding) Exemption Form, he or she represents that the financial statements in the Document fairly state the Company’s financial position and results of operations, or receipts and disbursements, as of the dates and periods indicated. He or she also represents that year-end figures include all adjustments necessary for a fair presentation under the circumstances. The Company irrevocably appoints the Bureau Chief, or successor in office, my attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against him or his successor, executor or administrator which arises under this act or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. The Company consents that any such action or proceeding against it may be commenced in any court of competent jurisdiction and proper venue by service of process upon the appointee as if the Company had been lawfully served with process in the jurisdiction. The Company requests that a copy of any notice, process, pleading, subpoena or other document served hereunder be mailed to the name and address in the Person to Contact at the Company with Respect to the Offering section on Part A of the New Jersey Intrastate Offering (Crowdfunding) Exemption Form as reflected in this form or any amendment thereto.
Chief Executive Officer/President/Managing Member (Signature)	Name of Signer (Print or Type)
Title (Signature)	Date
Chief Financial Officer/Manager (Signature)	Name of Signer (Print or Type)
Title (Signature)	Date
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)
Director (Signature)	Name of Signer (Print or Type)

LIST OF EXHIBITS

See Part B #1 of this Form

Exhibit B - Articles of Organization

Exhibit C - Company Bylaws

Exhibit D – Investor Notice of Cancellation

N.J.S.A. 49:3-56(k) includes the conviction “… of any crime of embezzlement under state, federal or foreign law or any crime involving any theft, forgery or fraudulent practices in regard to any state, federal or foreign securities, banking, insurance, or commodities trading laws or anti-fraud laws…)