0001587999-18-000003.txt : 20181015
0001587999-18-000003.hdr.sgml : 20181015
20181015133910
ACCESSION NUMBER: 0001587999-18-000003
CONFORMED SUBMISSION TYPE: 1-A/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20181015
DATE AS OF CHANGE: 20181015
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Southern Tier Region Rural Broadband Company, Inc.
CENTRAL INDEX KEY: 0001587999
STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER: 463729145
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1216
FILING VALUES:
FORM TYPE: 1-A/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 024-10456
FILM NUMBER: 181121885
BUSINESS ADDRESS:
STREET 1: 1050 CONNECTICUT AVE., NW
STREET 2: SUITE 500
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 2022363427
MAIL ADDRESS:
STREET 1: 1050 CONNECTICUT AVE., NW
STREET 2: SUITE 500
CITY: WASHINGTON
STATE: DC
ZIP: 20036
1-A/A
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Southern Tier Region Rural Broadband Company, Inc.
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2426 L'ENFANT SQUARE, SE
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202-2363427
Tony Ramos
Other
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PART II AND III
2
stramended1092018.txt
OFF CIRC
AMENDED JOBS ACT / REGULATION A, AS AMENDED - OFFERING CIRCULAR[1]
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND THE STATE OF NEW YORK
- OFFICE OF THE ATTORNEY GENERAL - INVESTOR PROTECTION UNIT DO NOT PASS UPON
THE MERITS OF OR GIVE APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE
OFFERING, OR PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR
OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION WITH THE COMMISSION AND PURSUANT TO REGISTRATION WITH THE
STATE OF NEW YORK; HOWEVER, NEITHER THE COMMISSION NOR THE STATE OF NEW YORK
HAVE MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER
ARE EXEMPT FROM REGISTRATION.[2]
Issuing Company: Southern Tier Region Rural Broadband Company, Inc.
Issuers Representative: Tony Ramos, President
2426 L'Enfant Square, SE
Suite 100
Washington, D.C. 20020
202-236-3427
tramos@urbroadband.com
DATE OF AMENDED OFFERING CIRCULAR: October 9, 2018
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: Upon
qualification.
DESCRIPTION OF SECURITIES: $5,000.00 / $20,000,000.00 common/voting shares /
Tier 1 Regulation A[3]
MATERIAL RISK: THE COMPANY HAS NO OPERATING HISTORY. SEE OTHER RISKS SHOWN IN
THIS OFFERING CIRCULAR.
MITIGATION OF RISK FACTOR: THREE-DAY RIGHT OF WITHDRAWAL AFTER SIGNING OF
SUBSCRIPTION AGREEMENT
UNDERWRITERS: none.
DISTRIBUTION SPREAD TABLE*
Asking price to public
Underwriting discounts and commissions*
Proceeds to Issuer or to other persons per unit
Termination date
Total maximum securities offered
Total minimum securities offered
$1.50 per share[4]
Sellers:none other than the Issuer's representative as of this amendment
100% to Issuing company[5]
Three years after last qualification date
13,333,333
3,333
*Per Model B instructions, investors are advised as follows: as of this
Amended Offering Circular, the Issuer has not retained any third-party sellers,
to whom commissions would be paid, and therefore, no cash or any other
commissions would be paid as of that date. That said, the Issuer will seek such
third-party sellers as they become known, and, upon the retainer of any, this
Amended Offering Circular will be amended, and, should it have been already
provided to any potential or real investors, will be provided to them as
amended, and the link to the full EDGAR file will also be posted on
www.urbroadband.com.
TABLE OF CONTENTS
TABLE OF
CONTENTS.......................................................................
............................i-ii
I . FORWARD-LOOKING
STATEMENT DISCLAIMER AND OFFERING SUMMARY.....1-7
II . ITEM 1. SUMMARY INFORMATION,
RISK FACTORS AND
DILUTION.......................................................................
............................................7-18
III . ITEM 2 . PLAN OF DISTRIBUTION......18-20
IV. ITEM 3 . USE OF PROCEEDS TO ISSUER........21-24
V . ITEM 4. DESCRIPTION OF BUSINESS........24-31
VI. ITEM 5 . DESCRIPTION OF PROPERTY.....31-32
VII. ITEM 6. DIRECTORS, EXECUTIVE OFFICERS
AND SIGNIFICANT EMPLOYEES...32-44
VIII. ITEM 7. REMUNERATION OF DIRECTORS
AND OFFICERS44
IX . ITEM 8 . SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS ...................44-46
X. ITEM 9. INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS..........47-50
XI. ITEM 10 . SECURITIES BEING OFFERED......50-55
XII. ITEM 11. THIRD-PARTY
SELLERS........................................................................
..56
XIII. ITEM 12. COMPLIANCE - FOREIGN INVESTMENT AND
NATIONAL SECURITY ACT OF
2007....................................................................56
i
XIV. ITEM 13. ANTI-MONEY LAUNDERING &
REPORTING OF SUSPICIOUS
ACTIVITY.............................................................57
XV. ITEM 14. ALTERNATIVE PAYMENT METHODS
WITH
CRYPTOCURRENCY.................................................................
...............58-59
XVI. ITEM 15. REQUEST FOR
CONTINUING
QUALIFICATION..................................................................
.............59
SIGNATURES.....................................................................
........................................59-60
ii
SECTION I.
A . FORWARD-LOOKING STATEMENT DISCLAIMER
This Offering Circular relates to the offer and sale of up to $20,000,000.00[6]
in JOBS Act Regulation A - Tier 1 common voting shares at the asking price of
$1.50 per share, to be issued by Southern Tier Region Rural Broadband Company,
Inc. (hereinafter, the company, or the companies ) The parent company, Rural
Broadband Company, Inc. (hereinafter, RBC), posts its JOBS ACT offerings on its
website at www.urbroadband.com. The principal offices are located at 2426
L'Enfant Square, SE, Suite 700, Washington, D.C. 20020. The phone number for
these offices is (202) 462-5238.
This forward-looking disclaimer is governed by 15 U.S.C 78u-5(c). The
statements in this offering circular may contain forward-looking statements.
Such statements relate to future, not past, events. In this context,
forward-looking statements often address expected future business and financial
performance and financial conditions, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," or
"target." Forward-looking statements, by their nature address matters that are,
to different degrees, uncertain, including expected cash and non-cash charges,
expected income, earnings per share, revenues, organic growth, margins, cost
structure, restructuring charges, cash flows, return on capital, capital
expenditures, capital allocation or capital structure, and dividends.
Particular uncertainties that could cause actual results to be materially
different than those expressed in these forward-looking statements, may include
obtaining or the timing of obtaining, any required regulatory reviews or
approvals, and the ability to reduce costs as the companies execute on
1
new technology solutions described herein, installations, changes, and/or
variations in law, economic and financial conditions, the impact of conditions
in both the blockchain and legacy infrastructure markets, and variable
conditions that may affect the user adoption rate for blockchain, legacy
technologies, like broadband and the Internet, and blockchain infrastructure
technologies, known in general as 'mesh' technology.
Further uncertainties may include the inability to maintain a credit rating,
and the impact on funding costs and competitive position if the companies do
not do so, the adequacy of cash flows and earnings, and other conditions which
may affect the ability of the companies to pay a dividend or to repurchase
shares, which may be affected by their cash flows and earnings, and other
factors.
Other uncertainties may include the inability to convert pre-order commitments
into orders, the price which the companies may realize on orders, since
commitments are stated at list prices, customer actions or developments such as
cancellations and other factors that may affect the level of demand and
financial performance of the customers which the companies serve, the
effectiveness of the risk management framework of the companies, the impact of
regulation and regulatory, investigative and legal proceedings and legal
compliance risks, including the impact of regulation and litigation, the
capital allocation plans of the companies, as such plans may change including
with respect to the timing and size of share repurchases, acquisitions, joint
ventures, dispositions and other strategic actions, success by the companies,
in completing, including obtaining, regulatory and zoning approvals.
Further, uncertainties may limit the success of the companies in integrating
acquired businesses and operating joint ventures, their ability to realize
anticipated earnings and savings from transactions, to acquire businesses and
joint ventures, the impact of potential information technology or data security
breaches, and other factors, which are described throughout this offering
circular. These or other uncertainties may cause actual future results of the
companies to be materially different than those expressed in these
forward-looking statements. The companies do not undertake to update their
forward-looking statements.
2
Public communications and SEC filings of the companies may include certain
forward-looking projected financial information, that is based on current
estimates and forecasts. Actual results could differ materially.
The securities offered herein are speculative securities. Investment in the
securities involves significant risk, and investors are required to hold the
investment for a definite period of time. The investor should purchase these
securities only if the investor can afford a complete loss of the investment.
No Federal or State securities commission has approved, disapproved, endorsed,
or recommended this offering. The investor should make an independent decision
whether this offering meets the investment objectives and financial risk
tolerance level of the investor. No independent person has confirmed the
accuracy or truthfulness of this disclosure, nor whether it is complete. Any
representation to the contrary is illegal. Furthermore, these authorities have
not passed upon the accuracy or adequacy of this offering circular. Any
representation to the contrary is a criminal offense.
This offering circular contains all of the representations by the company
concerning this offering. No person shall make different or broader statements
than those contained herein. Investors are cautioned not to rely upon any
information, not expressly set forth in this offering circular.
In making an investment decision, investors must rely on their own examination
of the company and the terms of the offering, including the merits and risks
involved.
The securities being offered have not yet been qualified under Federal and
State law. The companies require any third-party sellers to prove to investors,
their authorization and registration to offer the securities in the States
where they are so authorized, and to convey such offers to the Issuer's
Representative. The consummation of any such offer can only take place with the
Issuer's Representative physically signing the subscription agreement in the
State of New York. Other third-parties, as authorized by the regulations which
govern JOBS Act, Regulation A, including any 'finders,' are authorized only to
convey investor interest in this offering to the Issuer's Representative, and
thus, are not authorized to convey any offers to such Issuer's Representative.
3
The companies, therefore, anticipate retaining such third-party sellers, and
make continuous efforts to do so. Reg A+ allows for up to $6 million[7] of the
$20 million Tier 1 offering amount to be offered by such third-party sellers.
Up to $6 million[8] of this offering, as allowed by the Tier 1 rules, may be
offered by such third-party sellers, under the conditions described above. In
the case of underwriters, in accordance with the Reg. A+ regulations, at the
time of their retainer, such will be retained on either a take and pay basis,
or on a best efforts. The companies will pay a commission and/or other
remuneration to the the third-party sellers, including but not limited to
shares for services for promotional efforts.
This Amended Offering Circular relates to the offer and sale of up to $20
million,[9] including up to $6 million which may be offered by authorized and
regulated
4
third-party sellers, as described above, or as referred by 'finders' as
described above, of common/voting shares at the asking price of $1.50 per
share. There is no other class of shares. There are no selling shareholders.
No person has been authorized to give any information or to make any
representations other than those contained in in this offering circular, and,
if given or made, such information or representations must not be relied upon
as having been authorized by the companies.
The investor should consult with any attorneys, accountants and other
professional advisors as to the legal, tax, accounting and other consequences
of an investment in the companies.
B. OFFERING CIRCULAR SUMMARY
This summary highlights information contained elsewhere in this Amended
Offering Circular. This summary is not complete, and does not contain all of
the information that the investor should consider before investing. The
investor should carefully read the entire Amended Offering Circular, especially
concerning the risks associated with the investment in the securities covered
by this Amended Offering Offering Circular discussed throughout this document.
This Amended Offering Circular concerns only the company, Southern Tier
Region Rural Broadband Company, Inc., a New York corporation.[10] Any purchase
of shares, pursuant to this Amended Offering Circular, will result in a
distribution of shares only from Southern Tier Region Rural Broadband Company,
Inc.
In terms of the use of proceeds, however, the company may benefit by sharing
expenses for some items. For example, in terms of the technology inventions,
engineers and others will work on a 'technology agnostic' format. That is to
say, that their work will be able to be applied to, and will be applied to the
projects in all of the companies. To this end, the company will only pay its
proportional share, twenty-five percent, one fourth divided by four companies,
for such technology work.
5
As another example, a significant capital expenditure will be for the creation
of a state of the art customer/tech. support center facility. The company will
not go live until such facility is in place, as customer service and technology
support will be the key to all phases of the business of the company. In this
example, similarly, the company will contribute 25% of the overhead expenses of
that facility, each of the other three companies also contributing 25% of the
overhead expenses.
In other instances, the company will use the proceeds for its own project
areas. For example, as the company will make project installs only in census
blocks that are deemed 'unserved' for rural broadband by the FCC and by the
States in which they are located, the company will design and build its
projects in their respective regions. In some instances, the company may
benefit, for example, from buying a small rural broadband company that is on
the rim of the project area. Such a company will already have a contract for
broadband signal, staff, trucks, licenses and the like, so that the company
would simply expand into the unserved areas. In such an instance, the company
will use only the proceeds from the investment in the company for such
expenses. Where there may be no such company to purchase, the company will,
essentially, create a regional facility, in order to facilitate such
installation and maintenance capabilities.
Some of the statements in this offering circular are forward- looking
statements.
This Offering Circular relates to the Offering of up to $20,000,000.00,[11]
including up to $6 million which may be sold by third-party sellers of common
voting shares, at the asking price of $1.50 per share.
Investing in the companies is not without risks, and there is no guarantee of
a return on investment. The subscription agreement gives the company the sole
discretion in applying any amounts that it receives from an investor. If the
company
6
becomes subject to a bankruptcy or similar proceeding, a holder of a security
will have a general unsecured claim against the company that may or may not be
limited in recovery.
The intended focus of the companies is the significant acceleration of
the user adoption rate for blockchain technology, mesh technology, and legacy
infrastructure. Such blockchain and mesh technologies offer a complement to
legacy technologies of broadband and the Internet, as well as offering
significant privacy protection, not found in ordinary e-commerce transactions.
The companies will invent the world's first blockchain merchant services
platform, which will include the world's first, significant mass consumer use
blockchain platform. The platform will, then be paired with legacy
infrastructure, for a significant expansion of infrastructure access. Such
significant expansion will drive revenue by users of the platform, primarily
from blockchain merchant services, media production and advertising.
Proceeds from the investments, explained in more detail in Item 3 of this
Second Amended Offering Circular, will be utilized, primarily, to realize the
invention of the merchant services platform, tentatively named 'Theodor.'[12]
The statement of cash flow set forth below with respect to the period from
October 16, 2015 to the present, based on a calendar year reporting, is derived
solely from STRs banking statements, are not audited, and have not been
reviewed by any person in the bookkeeping or accounting sectors.
Statement of Cash Flows
For the Period 8/16/2015 to 8/17/2018
Cash flow from operating activities - net income
0
Cash provided by/used in operating activities
0
Net increase in cash
0
Cash on hand on July 28, 2018
0
7
SECTION II.
ITEM 1.
SUMMARY INFORMATION, RISK FACTORS, RISK
MITIGATION FACTORS, DILUTION AND MATERIAL DISPARITIES
A. Summary Information:
Investing in the companies involves a high degree of risk. In deciding whether
to purchase shares, the investor should carefully consider the following risk
factors and additional information about the risks associated with the
investment that may be contained throughout this Amended Offering Circular. Any
of the following risks could have a material adverse effect on the value of the
shares purchased, and could cause the investor to lose all or part of the
initial investment, or could adversely affect any future value which the
investor expects to receive on the shares. Only investors who can bear the loss
of their entire investment amount should purchase shares.
This Amended Offering Circular is made for the purposes of adding technology
solutions designed for the acceleration of the user adoption rate, for
blockchain, mesh and legacy infrastructure.
8
B. Risk Factors:
1. Statements of future forecasts, projections and expectations are
not statements of returns on investment.
2 . Market penetration may not be immediate.
Company officials have invented the Theodor technology solution, in order to
accelerate the user adoption rate. Theodor is, in its first phase, a
b-commerce[13] platform, that will make mass consumer use of blockchain
technology, 'market-ready.' Theodor's integration into large scale
infrastructure, including blockchain, mesh and legacy, will allow for a
significant expansion, and therefore, an acceleration of the user adoption rate
for those infrastructure solutions.
3 . Zoning issues may delay the start of parts of the project.
By and large, this cautionary section concerns parts of a project area where a
zoning change or variance may be required. While such should be extremely rare,
and any delays short-lived, company officials thought to mention same here.
In fact, in the vast majority of project areas, existing assets, like cell.
towers which have already been through the zoning process, or middle mile cable
hook ups, where the cable company long ago resolved the zoning issue, will
solve last mile zoning issues.
Company officials raise this issue here, therefore, in the unlikely event that
there may be zoning ordinances, or community ordinances that do not cover such
existing assets. Company officials would retain local zoning counsel, to seek a
variance.
9
4 . The plan for integrating the new technology solutions into the projects,
will result in a significant market disruption.
Through much research, company officials have invented Theodor, which
introduces b-commerce, applicable anywhere. Projected revenue streams from
Theodor, shown below, will be dramatic, if existing legacy e-commerce solutions
is any indicator.
Monthly subscription billing for basic legacy broadband will be eliminated.
Monthly subscription billing for blockchain and blockchain mesh, is not
anticipated. Several key factors make such monthly billing obsolete as a
business model. A return to a hybrid model of original television broadcasting
provides for a solution. Such a solution relied upon, and continues to rely
upon advertising.
Two basic examples exemplify the justification by the companies, for a return
to the T.V. model. First, as to government procurement, continuing and existing
models for grant awards are dwindling in participation by applicants. Every
current, significant, government procurement opportunity for broadband
expansion severely limits the
monthly billing for broadband. New York's half billion dollar rural broadband
grant program is now in its third year. Less than half of the funds have been
awarded. In some instances, awardees have had to return funds, because
compliance is impossible, and because projected billing revenues simply cannot,
alone, cover operating expenses.
Importantly, on July 27, 2018, the State of New York ordered the main
beneficiary of the program, Charter Communications, Inc., to cease all
operations, and to leave the State, within 60 days. Charter, despite massive
cash benefits from the program, simply arrived at the point, where it became
obvious that broadband based solely upon monthly billing, is no longer a
sustainable business model.
The current iteration of the FCC's rural broadband program calls for
just $2 billion over ten years. This $2 billion is nothing more than a part of
the more than $3 billion that was left unspent by the $7.9 billion rural
broadband grant program of the year, 2009. $1 billion of the $3 billion was
awarded to broadband companies under other Federal programs. In the original
outlay, the $3 billion was unspent because of lack of compliance,
applicant/awardee attrition, and impossibility of a business model based upon a
severely restricted monthly billing. The current program will, undoubtedly,
suffer from the same lack of participation.
10
The picture on the private enterprise side is no better. The tech.
giant, Google, started a 'Google Fiber' plan for rural broadband. That program,
based on monthly subscription rates dictated by the market, closed down. The
costs to the user, as dictated by the market, are simply too high. Google, by
contrast, generated more than $7 billion in ad revenue in the second quarter,
2018.
Another tech. giant, Microsoft, in July, 2017, introduced a rural broadband
program, based upon white space technology. As of the date of this Amended
Offering Circular, no installs have been initiated. That program relies on two
non-starters. First, it requires the local broadband provider to utilize, in
part, its own funds. Second, it relies only on monthly subscriptions, for which
that local broadband provider cannot recoup, given its construction
requirement. The costs of maintaining and operating the system, therefore,
cannot be covered by a monthly billing subscription.
In fact, the cable television and media industry ceded the entire advertising
revenue stream to two tech. giants, Google and Facebook. Another tech. giant
and recent entry into the ad market, Amazon, saw ad revenue of $2.5 billion in
the second quarter, 2018.
There can be no reason for the blockchain industry to begin mass market entry,
without a major component of both merchant services, and advertising revenue
streams.
With such revenue streams, monthly basic broadband billing can and will be
eliminated, especially for rural areas. Existing broadband providers, can
overlay the platform onto their systems. Such overlay will allow for added
revenue in the form of revenue share. For example, if a broadband provider will
add Theodor to its main page as a browser, where the user can click to enter, a
certain revenue share can be provided. If the provider chooses to have its
customer screen open to Theodor, a greater, and more lucrative revenus share
can be made, because the analytics will show a greater number of viewers, which
is what drives ad revenue buys.
In addition, and as unserved census blocks for broadband are known from
published official data, one or more broadband companies which end their
offerings at the rime of such census blocks, may be contracted to provide
wholesale broadband service. Revenue from the technology solutions will fund
the extension of infrastructure. Infrastructure can, then, be maintained by the
existing providers, under service and revenue sharing contracts. Importantly,
an overlay of certain empirical grids will allow for
11
a more uniform pricing model. Significantly, a single source of signal can no
longer be sustained for the unserved areas. Signal to any one end user
location, depending on wholesale pricing and other factors, will come from
different technology vendors, in order to achieve an overall steady, adequate,
and sustained signal.
5 . New infrastructure solutions may not be ready for 12-24 months.
For purposes of blockchain connectivity, at present, there are two blockchain
companies which are at a stage where they will become 'ready to market.' These
are 'Skycoin,' and 'Smartmesh.' Company officials are in constant contact with
the representatives of these two companies, and await further developments from
them. In addition, there are some other companies, which, also, as a component,
provide or will be providing 'mesh' technology for broadband connectivity.
Mesh technology is, essentially for the purposes of infrastructure, a more
fungible method of connectivity, that relies on the sharing of a smartphone
signal among users in a relatively small, but remote, geographic area. The
technology, theoretically, allows the smartphone signal, as opposed to the
broadband signal, to transmit on a blockchain platform in an 'offline' mode.
Offline mode, theoretically, and under the parameters just discussed, allows
for broadband-like activity, but limited to blockchain transactions. The
developers of mesh technology view it as a major leap for rural areas in other
parts of the world, where Internet connectivity is an impossibility, but where
everyone as a smartphone.
While waiting, however, Theodor will have full capability to operate on legacy
systems.
6 . The Company has no operating history.
12
7 . Sales of shares will be restricted in accordance with Regulation A, as
amended.
This Amended Offering Circular is consistent with Reg. A+ regulations governing
Tier 1:
a ) Tier 1: offering limit up to $20 million. All subscription agreements will
be signed by the New York Blue Sky law authorized dealer for the companies, Mr.
Ramos, only while physically present in the State of New York. Authorized and
regulated sellers may receive offers up to $6 million[14] from their clients,
and may communicate such offers to companies, and may provide subscription
agreements signed by their clients to the companies. 'Finders' may refer
persons to authorized and regulated sellers, or to the authorized dealer, but
may not convey or communicate any offers, or otherwise participate in the
consummation of any sales;
b ) Limit re-sales by selling securityholders under amended Rule 144.
Specifically, up to 30% of shares purchased may be resold, immediately.
The remaining 70% may be resold commencing one year after the purchase
date;
13
8 . Technology choice.
The significant additions to technology with this Amended Offering Circular
concern:
a ) the invention, by company officials of Theodor;
Phase 1 of Theodor consists of the first b-commerce solution. Theodor will
provide the world's first mass market, user friendly, access to the blockchain,
with, initially, the following capabilities:
1 . wallets;
2 . tokens;[15]
3 . rewards;
4. Blockchain ATM cards;[16]
5 . Dapps;
6 . my wallets;
b ) the addition of blockchain, technology to the technology deck;
The invention of Theodor, the creation of a blockchain platform, the
mounting of Theodor onto such platform, and the mounting and addition of the
blockchain platform onto legacy Internet systems constitutes the bulk of the
technology advancement in this Amended Offering Circular. For such a large
scale project, as much as $10 million in investor funding may be utilized for
these items, plus for patent applications, of which there will be many, as well
as for legal counsel, and for government relations expenses;
14
c ) the addition of blockchain technology, mesh technology, for
'offline' 'Internet' service;
As indicated in the summary section above, a separate, but integrated
technology solution, mesh technology already exists, although, being a part of
blockchain technology, in its nascent stages. Company officials are in contact
with such mesh 'broadband' infrastructure companies, and it does not appear
that, because such involve not only software, but also significant hardware,
and testing, that such will become 'market ready' for approximately two years
from the date of this Amended Offering Circular.
Basically, 'mesh' technology's promise is for 'offline' Internet communications
among smartphone users. A second component is for the expansion of blockchain
connectivity with end user receivers, which receive either a wireless or cable
or fiber end user connection. In the first instance, the technology holds that
the smartphone user who can send, is receiving connectivity, where the
smartphone is functioning. With an integrated 'mesh' software download, the
theory holds that another person, within a certain range, and with the 'mesh'
software downloaded into that smartphone, can receive a wi-fi-like signal from
the first user, and, in that manner, access the blockchain, but not legacy
Internet. Hence the term, 'offline.'
In the second instance, where the end user location, a home for example, is
receiving a legacy signal, and/or a blockchain signal from either a wireless or
a cable or fiber connection, the theory holds that other computers, including
laptops, as well as smartphones, within a certain area, can 'receive' the
'mesh' signal, again, like a wi-fi-like
signal, and access the blockchain. Most 'mesh' technology is being developed
with a view towards bringing connectivity to extremely remote areas. For this
reason, company officials believe that it holds a significant advantage for
future company projects, once the technology becomes 'market ready, and;'
d ) mobile;
Theodor's mobile component will commence at the same time a funding
becomes available for its design and implementation. Theodor mobile, will have
its own engineering team, patent team, testing team, and consumer support team.
15
C . Risk Mitigation Factors.
1 . three-day right of withdrawal - the cooling off period.
The subscription agreement provides for a three-day cooling off period for its
cancellation by the subscriber, plus a waiver of the three-day cooling off
period;
2. Meetings with the Issuers representative on matters outside the
offering circular.
Investors should rely solely on the information contained in Form 1-A, and in
this Amended Offering Circular.
3. stock class: common/voting not restricted shares;
4 . distribution: see, Item 2., below.
D . Dilution.
The dilution formula that is utilized is taken from the administrative code of
the
State of Florida. After a survey of various dilution calculations from
industry, as well as research among different State Blue Sky laws, company
officials found that because Floridas formula, is specifically codified, it
offers the best transparency by which to calculate dilution.
The formula, as contained in the Florida Rules and Regulations of the
Financial Services Commission and Office of Financial Regulation, provides:
16
69W-200.001 Definitions.
....(13) Dilution for purposes of paragraph 69W-700.015(2)(b), F.A.C., shall be
determined by subtracting the maximum sales commissions and expenses set forth
in the prospectus from the gross proceeds of the offering and adding the net
worth prior to the offering. Divide this sum by the total number of shares to
be outstanding at the conclusion of the offering to determine book
value. Subtract the book value from the proposed offering price and divide the
result by the proposed offering price to arrive at the percentage of dilution.
For the purpose of calculating dilution or book value, intangible assets such
as patents, copyrights, franchises, trademarks, operating rights and goodwill
are deducted from total assets.
Dilution Formula:
NP = Gross Proceeds minus Maximum Sales Commissions and Expenses
NW = Net Worth prior to the offering
TS = Total Number of shares to be outstanding after a successful offering
BV = Book Value
OP = Offering Price
Example:
NP + NW
________ = BV
TS
OP BV
_________ = Dilution
OP
17
E . Material disparities:
There is no material disparity between the public offering price and the
effective cash cost to officers, directors, promoters and affiliated persons as
of the time of this offering circular, and there has been none in the past
three years.
Further, the Issuers representative, and its officers and directors,
which includes the Issuers representative, do not anticipate any such material
disparity, or discount.
With respect to third-party sellers and affiliated persons, the Issuer has not
discussed this issue, and unless it is raised by such persons, does not plan to
so discuss. In this manner, the Issuer may maintain clarity of the one
class/one price formula.
SECTION III.
ITEM 2.
PLAN OF DISTRIBUTION - ALL SHARES TO LAND IN THE HANDS OF THE INVESTOR, OR, IN
THE CASE OF 'TAKE AND PAY' UNDERWRITERS, IN THE HANDS OF SAID UNDERWRITERS
A . Underwriters.
The primary distribution, is, with the exception of 'take and pay'
underwriters, for all shares to land in the hands of the investor directly from
the Issuer's New York State authorized dealer, Mr. Ramos. Shares purchased from
'take and pay' underwriters will land in the hands of the underwriters, who
will then distribute them to the purchasers;
There are no current underwriters retained.
18
B . Discounts and commissions.
There are no agreements for discounts and commissions;
C. Plan of distribution.
No third-party sellers have been retained.
Distribution, except for 'take and pay' underwriters, of shares will land in
the hands of the investor upon the consummation of the subscription agreement,
with the signature of the company's dealer, Mr. Ramos, while physically located
in the State of New York. With respect to 'take and pay' underwriters, shares
will land in the hands of the investor from the underwriter.
There are no secondary offering agreements, contracts, or any other relations
with any persons or companies for other than the receiving of offers of up to
the first $6 million[17] by authorized and regulated sellers, or for the
receipt of any referrals by 'finders' of potential investors by the company
dealer, acting in such capacity, while physically in the State of New York.
D. No shares offered or sold on account of securities holders.
Consistent with Item 2. C, above, all shares will be sold to land in the hands
of the investor, or, in the case of underwriters who take and pay, by said
underwriters.
19
E. Restrictions on amounts of funds raised, threshold requirements for
achieving funds limit, and requirements of return of funds.
STR plans to sell up to $20 million, including up to $6 million which may be
received as offers by authorized and regulated third-party sellers, or which
may be referred to such sellers, or to the company authorized dealer, Mr.
Ramos.[18]
SEC Rule 144, as amended allows the investor to sell up to thirty percent of
shares purchased immediately, instead of waiting for the one-year period, and
further requires the investor to notify the company, so that company officials
may keep accurate records.
Subscribers who choose to exercise the right of cancellation, under the
3-day cooling off period, may seek reimbursement and cancellation documents by
contacting the New York State authorized dealer for the companies, Tony Ramos,
at tramos@urbroadband.com.
20
SECTION IV.
ITEM 3 .
USE OF PROCEEDS TO ISSUER
A . The use of proceeds.
All proceeds, whether from traditional payment methods, or from the authorized
acceptance of cryptocurrency in consideration for payment for shares, will be
utilized for the projects as described throughout this Second Amended Offering
Circular. Priority will be given to the invention of Theodor, and mobile
Theodor, to include b-commerce functionality as a phase 1 requirement. Future
phases of Theodor will expand its capability to media distribution, as well as
significant advertisement capability. Theodor and mobile Theodor will greatly
accelerate the user adoption rate for blockchain, legacy broadband, and mesh
technology. Significant patent protection will be sought during this phase of
development.
B. The impact of changing conditions on the projected business
operations.
Blockchain technology has allowed for new revenue streams to be
created. The key, therefore, consists of being the first to invent a
user-friendly blockchain solution, initially, for b-commerce. The engineering
needed to implement such change, must be funded, invented, patented, and made
'market ready' for a mass consumer market.
Blockchain technology can operate on legacy systems, such as the
Internet and browsers, on blockchain infrastructure systems mounted on top of
such legacy infrastructure, and 'offline,' with 'mesh technology. These
changes, provide a fully integrated solution, which with the invention of
Theodor, and mobile Theodor, will provide for a quantum expansion in revenue
stream.
21
C . The business operations and the investment opportunity.
Upon the achievement of $5 million per company, operations would
proceed, with some overlap, upon a defined action plan. At first, the companies
would retain a platform consultant, corporate counsel, patent counsel, and
patent writers.
The purpose of retaining the platform consultant is so that the
technology solution invention, Theodor and mobile Theodor, may be designed,
vendors selected, budgets completed, and project management begin.
Theodor's first b-commerce solution will be 'wallet' functionality. Wallet
functionality is one of the required consumer access points to the blockchain.
At present, on www.cryptoindex.co, there exist as many as 200 stand alone
'wallet-only' companies. Among the other, approximately, 1,300 blockchain
companies, in order to access any products and services, each has their own
wallet.
Thus, it becomes necessary to create an application program interface
(API) for wallets. Other tabs on Theodor, and mobile Theodor, must go through
the same invention, design and implementation process. All of the blockchain
companies have declared themselves to be 'open source.' Open source merely
stands for the proposition that anyone can go onto any blockchain company, and
develop a manner in which to use that wallet, for free. In general, such action
refers to the creation of decentralized applications, called Dapps. This is one
side of the API, and, with or without a Dapp, realistically all of the
blockchain companies make for the creation of a wallet, if a user can navigate
the technology.
The receiving end of the API, limiting this conversation to just
wallets, is the actual interface with the proprietary code of the blockchain
company. This would complete the API circuit.
At present, however, some ninety percent of the blockchain companies
surveyed, have no developer department, by which to assist a consumer with
wallet creation. Thus, by achieving the APIs for needed functions, the
companies can capture the blockchain merchant services market, for which the
company officials now, here, introduce the word b-commerce, for 'blockchain
commerce.'
22
The companies are engaged in significant efforts to retain a platform
consultant. Based on research, project definition has been initially limited to
a hypothetical wallet build using just five 'wallet-only' wallet companies. To
add to the hypothetical, company officials have directed that the platform
builder consider that two separate teams of engineers and customer support
groups must be in place, before the product launch. One team is needed to
assist the consumer with creating the wallet. A second team is needed to assist
the blockchain company, which may have little or no engineering staff, to make
sure that the API works on the receiving end.
Corporate and patent counsel, and patent writers and experts at making
applications for patents, would protect the proprietary technology of the
companies.
C . Other funds to be used.
There are no other funds to be used;
D . No proceeds to be used to discharge indebtedness.
The companies carry no debt, and therefore, no proceeds would be used to
discharge any indebtedness;
E . No proceeds to be used to acquire non-project assets.
With the exception of assets acquired in the ordinary course of business for
the projects, there will be no other use of the proceeds;
F . Reservation of right to change use of proceeds.
The companies anticipate no changes to the use of proceeds;
23
G. Compliance with 17 CFR 230.251[19], as amended;
The companies have no plans and no business plan, or intentions to engage in a
merger or acquisition with an unidentified company, companies, entity or
person.
This being said, it becomes important to the investor to know that certain
mergers and acquisitions will be accomplished in the course of the business.
Chief among such will be, likely, the acquisition by the company, of some of
the merchant services nascent blockchain companies. Such acquisitions become
necessary, because those companies have not emerged from the theoretical stage,
have no plans to emerge from such, but have a good technology component, by
which to accelerate the API, and other anticipated systems.
The potential for the acquisition of certain media companies, again, nascent to
blockchain, but utilizing the technology, may also be realized. Further,
acquisition of certain advertising concerns, both blockchain and traditional,
may further accelerate the consumer user adoption rate.
SECTION V.
ITEM 4 .
DESCRIPTION OF BUSINESS
A . Business done and intended to be done.
As of the most recent requalification, on December 20, 2017, the business has
added blockchain technology to its plan that, previously, included only legacy
solutions.
In order to accommodate blockchain technology, the companies must create and
invent certain solutions, so that the everyday consumer may benefit from
products and services that are offered on the blockchain. Such technology
advances will inure to the mass market in all geographic areas. Such technology
advances will drive up the user adoption rate of blockchain, legacy, and mesh
technology for both e-commerce and b-commerce products and services.
24
Technology advances will be achieved in three areas:
1. b-commerce, which is merchant services for
blockchain;
2 . media distribution services for blockchain, and;
3. advertising placement and space on the blockchain
and blockchain 'mesh' platforms.
Such revenue drivers, by the companies adopting an early integration of
blockchain, will disrupt bring multiple revenue streams to the world's first
mass market consumer-based blockchain solution.
B . The principal products produced and services rendered and the principal
market for and method of distribution of such products and services.
The principal product consists of a technology solution, Theodor and mobile
Theodor, that makes user-friendly the products and services offered by the
blockchain companies. As the user adoption rate accelerates, the acceleration
of blockchain merchant services by non-blockchain companies, will, too,
accelerate, and greatly expand revenue streams.
As a result of an extensive survey of a subset of 450 of the approximately
1,300 blockchain companies listed on www.cryptoindex.co, the companies have
identified a series of barriers which, at present, result in a large user gap
between the everyday consumer, and those companies. Theodor and mobile Theodor
will be invented to close that gap, by, among other things, as a phase 1,
inventing an API which will ride on a blockchain platform, which will, in turn,
and initially, ride on legacy connectivity.
Theodor and Theodor mobile will be responsible for a significant amount of the
investor funding, including for patent and trademark applications.
25
C . The status of a product or service, if the issuer has made public
information about a new product or service which would require the investment
of a material amount of the assets of the issuer or is otherwise material.
Theodor is an invention by company officials, that will encompass many
vendors, from both the legacy software and hardware sector, and the blockchain
sector. As of the time of this Amended Offering Circular, the companies have
made Theodor's reveal to the public with an initial website at
www.mytheodor.com.
Further, because one hundred percent of the blockchain companies rely
on more of an academic format, utilizing white papers, the companies will, in
addition, create a white paper for Theodor, and circulate same, largely to the
blockchain companies and to the third-party seller sector. The companies
anticipate posting the white paper on both url sites shown above in this
subsection.
D . The estimated amount spent during each of the last two fiscal years on
company-sponsored research and development activities determined in accordance
with generally accepted accounting principles.
There are no 'generally accepted accounting principles' which apply to
this project at the present time for this subsection. The company pioneers have
spent approximately fifty percent of their time, during the past two years, on
research and
development, surrounding issues of the user adoption rate, and how to
accelerate it. Company officials have reviewed more than 450 blockchain company
white papers, and are in contact with the representatives of more than two
thirds of those companies. The companies continue to reach out to the
blockchain companies.
26
With respect to development activities, similarly, the companies have reached
out to the vendor sector representatives, who can build a blockchain platform
that is consistent with the vision of the Theodor invention. Without a system
like Theodor, there does not exist, at present, any known technology solution
that allows for a seamless b-commerce merchant transaction between the consumer
and the supplier, retail or wholesale. Theodor is the world's first technology
solution that will close that gap.
E . The estimated dollar amount spent during each of such years on material
customer-sponsored research activities relating to the development of new
products, services or techniques or the improvement of existing products,
services or techniques.
The companies have spent no funds, but rather have relied upon the
resources of their members, and of company pioneers.
F . The number of persons employed by the issuer.
Company members, and other pioneers, continue to provide services for
the companies.
G . The material effects of compliance with environmental regulations.
As with all other phases of the company projects, Theodor will not
discharge any waste of any type.
27
H . Distinctive or special characteristics of the Issuers operation or industry
which may have a material impact upon the issuers future financial performance.
1. dependence on one or a few major customers or
suppliers, which may have a material impact on the issuer's future financial
performance.
Theodor and Theodor mobile, like all of the blockchain,
is being specifically invented as a 'decentralized' system. Decentralization is
one of the main tenets of the blockchain, theoretically, and once operational,
practically, achieved by Theodor. The concept of 'one or two major customers or
suppliers,' therefore, is something that the blockchain seeks to obviate. A
specific example concerns merchant services. A large part of the blockchain
sector, and many, many blockchain companies which are still in the testing
phase, seek to provide a technology solution that, specifically, does not rely
on a few major customers or suppliers. Blockchain, with smart contracts,
wallets and tokens, will allow for that. Company officials view Theodor and
Theodor mobile, as complementary to the legacy merchant services sector. Phase
1 of Theodor and Theodor mobile, will help to make blockchain transactions
seamless, and available to the everyday consumer;
2 . existence of probable government regulation.
Government regulation of Theodor and Theodor mobile, is not yet
known, because there exists no other such invention for b-commerce at the
present time. This being said, as as has been the case from the outset, company
officials maintain a constant contact with Members of Congress, on all phases
of company progress. With the invention of Theodor, company officials have
expanded their Congressional outreach, to House and Senate committees and
subcommittees, which have jurisdiction over matters of technology and
broadband. Likely, many of the regulatory rules, regulations and laws that
apply to e-commerce, will be applied to Theodor.
Company officials anticipate providing Congressional testimony on Theodor. In
addition, company officials are in the process of identifying relevant
committees of the European Union. Such identification will follow with outreach
to the Members of those committees, so as to avoid running afoul of any such
regulations, to the extent that any exist, or may exist in the future.
28
In all cases, the companies will maintain a permanent presence in
Washington, D.C. This office will likely be the world headquarters, and will
have as its primary function, government relations and regulatory compliance.
Staff consisting of in-house counsel and in-house lobbyists are envisioned;
3 . material terms of contracts.
As of this amendment, material terms of contracts are not
known. Of a critical priority is the correct vendor selection of the platform
consultant. Whereas, specific terms of contracts will, likely, be prohibited by
such vendors, under non-disclosure agreements, company officials will provide
summaries of such contracts, likely by way of public disclosure in the media
and social media. Mr. Burke, one of the company attorney pioneers, and and
officer and/or director of all of the companies, has a vast legal background
and experience level in contract procurement.
4 . unusual competitive conditions in the industry.
Theodor and mobile Theodor will advance the user adoption rate.
A lack of competition, due to a lack of the user adoption rate, is, currently,
a goal to overcome.
I . The Issuer's plan of operation for the twelve months following the
SEC approval of this Second Amended Offering Circular;
The companies can only plan on a time frame that is based upon funding.
The companies will continue with vendor selection of the platform consultant,
and with outreach efforts to achieve funding. The companies anticipate,
however, a commencement, that is, a design and build of Theodor and mobile
Theodor, only upon each company achieving a minimum of $5 million in investor
dollars. Upon such achievement, the companies anticipate that the platform
consultant, and its vendors, will require a six-month time frame, in order to
fully implement phase 1 of Theodor, with possibly another several months before
mobile Theodor can, therefore, be implemented.
29
At all times, the companies, will continue to raise funds, towards the
goal of achieving a minimum of $20 million per company. Such funding will allow
for the invention of phases 2 and 3 of Theodor, but also will allow for the
significant expansion of infrastructure, with merger and acquisitions. Such a
merger and acquisition is key to accelerating the user adoption rate for
Theodor, with the use of revenue sharing contracts.
J . Proceeds from the offering to project cash requirements and whether,
in the next six months, it will be necessary to raise additional funds.
The companies have positioned themselves, since the initial qualifications, to
raise project funding from the third-party seller sector. Consistent with the
qualifications, the companies do not direct-contact, or attempt to direct-sell,
to individual investors. Some of the company officials are professional funding
experts, and as such, the outreach has been extensive. Company officials,
Ramos, Karre, Burke and Ench have all raised large sums of money from either
State budgetary processes (Karre), State government procurement processes
(Burke), Federal government procurement for Native American Institutions and
agencies (Ench) and from private, philanthropic, political, and business
processes (Ramos). All of these company pioneers are top tier professional
fundraisers. The companies have a company-generated, no-attrition, list of
approximately four thousand, five hundred members of the third-party seller
class. Ramos has, personally, created this list.
Company officials realize that they must raise a minimum of $5 million per
company, simply to have the cash flow to make Theodor and Theodor mobile,
functional. One significant expense will be the relatively large customer and
technology support division. This division will be created by vendors who
specialize in tech. support and customer service. Theodor will not go live
without a 24/7 customer service/tech. support service of email, chat and phone
contact.
Each company will seek to raise an additional $15 million each, for added
capability for the support divisions, as well as to create and invent, media
distribution services, and ad revenue divisions for Theodore and Theodor
mobile, and for infrastructure expansion. Accelerated infrastructure
acquisition of existing assets, and construction of new assets, will allow for
Theodor to be inserted either as a browser, or as the main home page, for any
internet broadband provider. Revenue share will incentivize such integration.
30
Upon the completion of the two qualified offerings, the four companies
anticipate seeking qualification, each, for Reg. A+, Tier 2, allowing for a
total of another $200 million to be raised. For purposes of scaling, it now
becomes impossible for the companies to act separately and independently.
Theodor is simply all-encompassing, not only as to the companies, but on the
blockchain. Upon the two qualified companies raising $20 million each, each
such company will purchase $5 million in shares from the two non-Reg. A+
companies. At that time, all four companies will seek qualification under Reg.
A+, Tier 2.
K . Any engineering, management or similar reports.
There are no such reports to provide at this time. Such, however,
subject to any redactions needed for proprietary protection, will, company
officials anticipate, be provided as future amendments to the offering
circulars, to the PPMs, and for discussion in white papers. Company officials
do understand that investors have the right to know the details of such
reports.
L . Segment Data.
As with the previous disclosure in this section, the companies, as of yet, are
not of the size that would yield any segment data.
SECTION VI.
ITEM 5.
DESCRIPTION OF PROPERTY
Chief among any property to be held, will be the intellectual property
encompassed within patents.
31
In addition, the companies have shifted their original emphasis from original
builds, to mergers and acquisitions of rim infrastructure companies. Such
companies have long term wholesale contracts for signal, which make such
acquisitions affordable, while at the same time, providing a ready source of
signal for infrastructure expansion.
Circumstances, in addition, dictate that the companies will
necessitate, and therefore, create, certain staffing and maintenance
facilities. One or more large facilities for engineers and customer services
must be established and staffed, likely in areas where a tech. sector employee
base already exists, such as Silicon Valley, California, Brooklyn, New York, or
the Wiehle/Reston are of suburban Virginia, near Washington, D.C.
SECTION VII.
ITEM 6 .
DIRECTORS, EXECUTIVE OFFICERS
AND SIGNIFICANT EMPLOYEES
A . DIRECTORS
Tony Ramos - Board Chair
Age: 63
Term of Service in Office: 3 years, but an original founding member since 2009.
Procedure for selection: shareholder vote.
David J. Karre, M.L.S. - Vice Chair
Age: 68
Term of Service in Office: 3 years, but an original founding member since 2009.
Procedure for selection: shareholder vote.
32
Thomas A. Burke, Esquire, Voting member
Age: 57
Term of Service in Office: new director but an original founding member since
2009.
Procedure for selection: shareholder vote.
Greg Ramos, Voting member
Age: 61
Term of Service in Office: new director but an original founding member since
2009.
Procedure for selection: shareholder vote.
Rick Ench, Voting member
Age: 67
Term of Service in Office: new director but an original founding member since
2009.
Procedure for selection: shareholder vote.
Olekanma A. Ekekwe, Esquire, voting member
Age: 46
Term of Service in Office: new director but an original founding member since
2009.
Procedure for selection: shareholder vote.
33
B . EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Tony Ramos, President
David J. Karre, M.B.A., M.L.S., Vice President
Rick Ench, Secretary
Olekanma A. Ekekwe, Esquire, Treasurer
C . FAMILY MEMBERS
There are no officers, directors or significant employees who have family
members in any such corresponding position, or who have any controlling voting
interest over such persons. Greg Ramos is the brother of Tony Ramos. The two do
not share the same house, or live in the same State.
D . BUSINESS EXPERIENCE
Experience and principal occupations, employment and business experience (5
years):
Tony Ramos
Dates of employment Title
Company Duties
______________________________________________________________________
March 1, 2009-present Founder & President
RBC companies Start up
and run
companies
January 29, 2017-present President &
Board Chair
STR President
& Board
Chair
34
Supplemental: Leader. Third generation self-made entrepreneur. Qualified
dealer by the State of New York for Western Gateway Region Rural Broadband
Company, Inc., and Finger Lakes Region Rural Broadband Company, Inc. Member of
the elite professional political sector in Washington, D.C. of originators of
Congressional legislation. Top tier fundraiser. Member of the elite
professional political sector in Washington, D.C., of originators of
significant political policy/action campaigns. Writer and Issuer of JOBS Act
offerings, filings and shares.
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Mr. Ramos holds no shares in STR;
b ) the amount of securities covered by the registration statement to
which the person has indicated an intention to subscribe:
Mr. Ramos intends no subscription to the shares;
c ) a description of any material interest of the person in any material
transaction with the issuer or a significant subsidiary effected within the
previous three years or proposed to be effected:
Mr. Ramos has a significant material interest, as the majority shareholder of
the parent company, Rural Broadband Company, Inc. (RBC) in all facets of STR.
He does not, however, hold any contracts with STR, and, in addition, RBCs
shares are exactly like those of the other shareholders: common/voting;
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:
35
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ramos according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for more than nine years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.
David J. Karre, M.B.A., M.L.S.
Dates of employment Title
Company Duties
______________________________________________________________________
March, 2009-present Founder/Officer/Director
RBC Companies Founder
March 1, 2012-present CEO (now retired) Four
County CEO
Library System
February 1, 2017- present Vice President Finger
Lakes
Vice Chair of
Region Rural
the Board
Broadband
Company, Inc. V.P. & Vice
Chair
Supplemental:Company pioneer. Founding member, 2009. Leader. Former Chief
Executive Officer of large, rural library system in New York, 42 libraries.
Achieved annual budget allocations from the New York budgetary process in
excess of $30 million, for more than 20 years. Master of Business
Administration and Master of Library Science degrees.
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Mr. Karre holds 11,765 shares in STR;
36
b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:
Mr. Karre intends no subscription to the shares;
c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:
Mr. Karre has a significant material interest, as a founding shareholder in all
facets of STR. He does not, however, hold any contracts with STR, and, in
addition, his shares are exactly like those of the other shareholders:
common/voting;
d ) the estimated remuneration to be paid during the next 12 months,
directly or indirectly, by the Issuer and all predecessors, parents,
subsidiaries, and affiliates of the Issuer:
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Mr. Karre according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.
Thomas A. Burke, Esquire
Dates of employment Title
Company Duties
______________________________________________________________________
March 1, 2009 - present Founder/officer/director RBC
founding companies officer/director
January 29, 2017 Voting Board Member STR
Voting Board
Member
March 1, 2012 - present Attorney[20]
37
Supplemental: Company pioneer. Founding member, 2009. Significant experience
with government procurement. Has secured more than $10 million in rural medical
technology grants from the State of New York.
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Mr. Burke holds no shares in STR. This said, STR intends to provide to him
certain shares for services, as it has done for other officers and directors;
b ) the amount of securities covered by the registration statement to
which the person has indicated an intention to subscribe:
Mr. Burke intends no subscription to the shares;
c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:
Mr. Burke has a significant material interest, as a founding member in all
facets of STR. He owns shares in our other companies. He does not, however,
hold any contracts with STR;
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Mr. Burke according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.
38
Olekanma A. Ekekwe, Esquire
Dates of employment Title
Company Duties
______________________________________________________________________
March 1, 2009 - present Founder/Director
RBC companies Consultant/
Voting
Board
Member
January 29, 2017 Corporate
Corporate
Treasurer
Treasurer &
& Voting
Voting
Board
Board
Member
Member
March 1, 2012 - present Attorney[21]
Supplemental: Company pioneer. Founding member, 2009. Litigator. Significant
experience in corporate governance. Realtor.
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Ms. Ekekwe holds no shares in STR. This said, STR intends to provide to her
certain shares for services, as it has done for other officers and directors;
b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:
Ms. Ekekwe intends no subscription to the shares;
c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:
39
Ms. Ekekwe has a material interest, as a trustee for escrow funds, pursuant to
an escrow agreement. She owns no shares of any of the companies;
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Ms. Ekekwe according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.
Rick Ench, Independent Consultant on Issues of Native American Policy
Dates of employment Title
Company Duties
______________________________________________________________________
March 1, 2012 - present Independent Consultant
Self Consultant on
Issues of Native
American Policy
January 29, 2017 Secretary & Voting Board
Member
STR Corporate
Secretary &
Voting Board
Member
Supplemental: Significant professional experience on issues of planning,
organization and funding for Native American regions and lands. Has achieved
more than $30 million in grant funding on behalf of Native American Government
institutions and agencies.
40
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Mr. Ench holds no shares in STR. This said, STR intends to provide to him
certain shares for services, as it has done for other officers and directors;
b ) the amount of securities covered by the registration statement to which
the person has indicated an intention to subscribe:
Mr. Ench intends no subscription to the shares;
c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:
Mr. Ench has no significant material interest in STR. He owns no shares in any
of the companies, including in STR. He does not hold any contracts with any of
the companies, including STR;
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ench according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for largely uncompensated service, will be made and
is deserved.
41
Greg Ramos, CWO4, Army (Ret.), Large Project Consultant
Dates of employment Title
Company Duties
______________________________________________________________________
March 1, 2009 - present Founder RBC
founding companies Consultant
January 29, 2017 Voting
STR Voting
Board
Board
Member
Member
March 1, 2013 - present Consultant Par Steel
Shelving &
Equipment Co. Consultant
Supplemental: Company pioneer. Founding member, 2009. United States Army
(Retired after 25 years of service) Significant experience in large scale
military and civilian outdoor project organization and implementation.
Additional information:
a ) the amount of securities of the Issuer held by the person as of the
thirtieth day before the filing of the registration statement:
Mr. Ramos holds no shares in STR. This said, STR intends to provide to him
certain shares for services, as it has done for other officers and directors;
b ) the amount of securities covered by the registration statement to which the
person has indicated an intention to subscribe:
Mr. Ramos intends no subscription to the shares;
c ) a description of any material interest of the person in any
material transaction with the issuer or a significant subsidiary effected
within the previous three years or proposed to be effected:
Mr. Ramos has no significant material interest in STR. He owns no shares in
STR. He does not hold any contracts with any of the companies, including STR;
42
d ) the estimated remuneration to be paid during the next 12 months, directly
or indirectly, by the Issuer and all predecessors, parents, subsidiaries, and
affiliates of the Issuer:
The Issuer, STR, its parent, RBC, and its sister companies, all intend to pay
Mr. Ramos according to a formula that will be created by a professional
compensation specialist, reviewed and adopted by the boards of all of the
companies, and then disbursed according to that formula. All of the founding
members will participate, but, as of yet, no such discussions have been held.
STR and the other companies, do, however, wish to inform investors that such
compensation, in exchange for the nearly eight years of dedicated, and largely
uncompensated service, will be made and is deserved by the founders.
E . Involvement in certain legal proceedings
1 . Bankruptcy or State insolvency:
There are no members of the group who have been involved in such proceedings.
2 . Criminal proceedings:
There are no members of the group who have been involved in any material
proceedings.
3 . Other legal proceedings:
STR is involved in no other legal proceedings.
4 . Policy proceedings:
Technology advances, including the invention of Theodor, now require that the
companies expand their government relations efforts, for both the United States
and the European Union. Company officials intend an accelerated effort at
orientation, both as to technology solutions that are applicable everywhere,
like Theodor, and also as to the new model, also invented by company officials,
and disclosed in this Second Amended Offering Circular, as to infrastructure
advances.
43
In order to better manage all aspects of its government relations efforts, the
companies will continue to keep their world headquarters in Washington, D.C.
SECTION VIII.
ITEM 7 .
REMUNERATION OF DIRECTORS AND OFFICERS
A . Annual remuneration.
STR has not yet arrived at the point where it will retain the services of a
professional compensation expert to guide us on this issue;
B . Proposed remuneration payments.
STR has not yet arrived at the point where it will retain the services of a
professional compensation expert to guide us on this issue.
SECTION IX.
ITEM 8.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS
A . Voting securities and principal holders thereof.
1. By all officers, individually.
David Karre, owns 11,765 common/voting shares of STR. His shares will be
increased in accordance with the dilution formula shown above, and therefore,
issuance of more treasury shares.
44
Mr. Ramos owns no shares, individually, in STR, but rather his ownership
interest is as a majority shareholder in RBC, which is the majority shareholder
of STR.
2 . All officers as a group.
David Karre owns 11,765 common/voting shares in STR.
3 . each shareholder who owns more than 10% of any class of the
issuers securities, including those shares subject to outstanding options, or
any person, or entity, owning of record or owning beneficially, if known, 10%
or more of the outstanding shares of any class of equity security of the
Issuer, in Item 6 D., above:
Rural Broadband Company, Inc., owns 55% of STR.
Lusosystems, Inc. owns 10% of STR.
B . Ownership.
1 . Pre-offering shares.
There are no pre-offering shares.
2 . Control votes.
There are no persons who hold or share any voting power either pre-offering, or
post-offering.
45
3 . 10% voting shares.
There are no persons who hold shares or the power to vote shares of 10% or more
of any shares, other than direct owners of those shares.
C . Non-voting securities and principal holders thereof.
All shares are common/voting shares.
D . Options, warrants, and rights:
Consistent with the one class/ one price rule there are no options, warrants or
rights;
E . List all parents of the issuer, showing the basis of control and as to each
parent the percentage of voting securities owned or other basis of control by
its immediate parent, if any.
1 . Parent.
Rural Broadband Company, Inc. is the parent and project organizing company for
its subsidiaries, which are the operating companies.
RBC owns 55% of STR;
2 . Basis of control.
Majority ownership of shares;
3 . Percentage of shares: 55%.
46
SECTION X.
ITEM 9 .
INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS
Brief description of any transactions during the previous two years or any
presently proposed transactions, to which STR or any of its subsidiaries was or
is to be a party, in which any of the following persons had or is to have a
direct or indirect material interest, naming such person and stating his
relationship to the Issuer, the nature of his/her interest in the transaction
and, where practicable, the amount of such interest:
A . Any director or officer of the issuer.
All of the officers and directors will have, in the future, material interests
in material transactions between STR and any other companies or persons, and
will work to make sure that such material interests with outsiders are in the
best interests of STR;
B . Any nominee for election as a director.
At the present time, there are no nominees for election as a director.
Elections were concluded on January 29, 2017. The officers and directors shown
in this Second Amended Offering Circular remain in office;
C . Any principal securityholder named in answer to Item 8 A., above.
There are no principal security holders who would hold any material interest in
any material transactions that differ from those mentioned in Item 8 A, above;
47
D . If the Issuer was incorporated or organized within the past three years,
any promoter of the issuer.
The Issuer was incorporated more than three years ago;
E . Any relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of STR its parent or sister subsidiaries.
Greg Ramos is the brother of Tony Ramos. The two do not share the same house,
or live in the same State. There are no relatives or spouses of any of the
foregoing persons, or any relative of such spouse, who has the same house as
such person or who is a director or officer of STR, its parent or any of its
sister subsidiaries;
F . Material transactions involving bank depositary of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services.
The companies have the escrow services of attorney Olekanma A. Ekekwe, in
Washington, D.C. The issuer and attorney, Ekekwe, have signed an escrow
contract which provides a 1.5% fee, based on the gross deposited amount, plus
any administrative costs or expenses. All investor proceeds will be deposited,
and therefore subject to lawyer regulatory action in the following account:
Olekanma A. Ekekwe, as Trustee.
Mr. Ramos, as the New York State authorized dealer, is the transfer
agent and the registrar.
There is no trustee under a trust indenture, or any other material
transactions.
There are no further similar services.
48
G . Material transactions or a series of similar transactions, including all
periodic installments in the case of any lease or other agreement providing for
periodic payments or installments that does not exceed $3.500,000.
There are no material transactions or a series of similar transactions,
including all periodic installments in the case of any lease or other agreement
providing for periodic payments or installments that do not exceed
$3,500,000.00;
H . Where the interest of the specified person arises solely from the ownership
of securities of the Issuer and the specified person receives no extra or
special benefit not shared on a pro-rata basis by all of the holders of
securities of the class.
There are no persons specified whose interest arises solely from the ownership
of securities of STR, and where such specified person receives any extra or
special benefit not shared on a pro-rata basis by all holders of securities of
the class, the class being common/voting;
I . Material indirect relationships.
1 . there are no material indirect relationships from such persons
position as a director of another corporation or organization which is a party
to the transaction;
2. there are no material indirect relationships from the direct or
indirect ownership by such person and all other persons specified in Item 8,
above, individually or in the aggregate, of less than a 10 percent equity
interest in another person which is a party to the transaction;
3 . there are no material indirect relationships where the interest of
such person arises solely from the holding of an equity interest (including a
limited partnership interest but excluding a general partnership interest) or a
creditor interest in another person which is a party to the transaction with
the Issuer or any of its subsidiaries and the transaction is not material to
such other person;
49
4 . there are no material indirect relationships for any material
underwriting discounts and commissions upon the sale of securities by STR where
any of the specified persons was or is to be a principal underwriter or is a
controlling person, or member, of a firm which was or is to be a principal
underwriter;
5. there are no material indirect relationships as to any transaction
involving the purchase or sale of assets by or to STR, its parent or any of its
sister subsidiaries, otherwise than in the ordinary course of business, and
thus, no cost of the assets to the purchaser and, if acquired by the seller
within two years prior to the transaction, or costs thereof to the seller;
6 . there are no material indirect relationships involving any material
transactions which involve remuneration from STR, its parent or any of its
sister subsidiaries, directly or indirectly, to any of the specified persons
for services in any capacity unless the interest of such persons arises solely
from the ownership individually or in the aggregate of less than 10 percent of
any class of equity securities of another corporation furnishing the services
to the issuer or its subsidiaries;
7 . there are no persons on whose behalf any part of the offering is
to be made in a non-issuer distribution, except to the extent that any
authorized distributions by third-party sellers, who have not yet been
retained, are made.
SECTION XI.
ITEM 10 .
SECURITIES BEING OFFERED
A . Capital stock.
l . title of class: common;
50
2 . dividend rights: STR has not yet discussed dividends, and plan
to do so only in the context of retaining a compensation expert to guide us on
this issue;
3 . voting rights: common to all: All shareholders have one vote for
each share owned;
4 . liquidation rights:
The companies anticipate liquidating some shares of pioneer shareholders, at
the asking price. Other shareholders will, also, have shares liquidated, due
largely to inactivity in terms of shares for services previously provided.
These shareholders represent a small fraction of shares issues, and, in
essence, the liquidation will represent payment for service rendered, in some
cases, as much as eight years ago, when the companies were founded.
Purchased shares are governed by Rule 144, as amended;
5 . preemptive rights:
There are no preemptive rights, and no contracts for any preemptive rights, and
thus, the one class / one price format is maintained. In general, however, all
shareholders will be issued additional shares with each successive new issue,
consistent with their amounts held, and as calculated using the dilution
formula shown above;
6 . conversion rights:
There are no conversion rights because there is only one class of stock:
common/voting;
7. redemption provisions:
There has been no discussion, yet, as to any redemption of shares, and same
will take place upon the retainer of a compensation and shares expert in order
to provide guidance;
51
8 . sinking fund provisions:
As there are no bonds being sold in this offering, there are no sinking fund
provisions;
9 . liability to further calls or to assessment by the issuer:
There will be no calls or assessments by the Issuer, without further amendment
of this Amended Offering Circular.
B . debt securities are being offered:
There are no debt securities being offered as all shares in the offering are
one class/ one price.
C . warrants, rights, or convertible securities:
There are no warrants, rights or convertible securities as all shares are one
class/ one price.
D . cryptocurrency authorization:
Section XIII, Item 14, below, explains the manner in which the companies may
accept cryptocurrency in consideration for payment of shares.
E . Balance sheet[22]:
Assets
Current Assets 2016 2017
2018
Cash 0 0 0
Accounts
receivable 0 0 0
52
2016 2017
2018
Inventory 0 0 0
Prepaid
expenses 0 0 0
Short-term 0 0 0
investments
Total current assets 0 0 0
Fixed (long-term) Assets
Long-term
investments 0 0 0
Property,
plant & equipment
(less accumulated
depreciation) 0 0
0
Intangible assets 0 0 0
Total fixed assets 0 0 0
Other Assets
Deferred income 0 0 0
Other 0 0
0
Total Other Assets 0 0 0
Total Assets 0 0 0
53
2016 2017
2018
Liabilities &
Owners Equity
Current Liabilities
Accounts payable 0 0 0
Short-term loans 0 0 0
Income taxes
payable 0 0 0
Accrued salaries
& wages 0 0 0
Unearned
income 0 0 0
Current portion
of long-term
debt 0 0 0
Total current
liabilities 0 0 0
Long-term
Liabilities
Long-term
debt 0 0 0
Deferred
income
tax 0 0 0
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2016 2017
2018
Other 0 0 0
Total long-term
liabilities 0 0 0
Owners Equity
Owners
investment 0 0 0
Retained
earnings 0 0 0
Other 0 0
0
Total owners
equity 0 0
0
Total Liabilities
& Owners
Equity 0 0 0
E . Statements of income, cash flows, and other stockholder equity.
Aside from the information provided in this offering circular, there are no
other statements of income, cash flows or other stockholder equity.
F . Financial Statements of Businesses Acquired or to be Acquired.
There are no businesses which have been acquired.
Future and long-term planning, the companies calls for the merger and
acquisition of companies, as discussed in this Second Amended Offering
Circular.
55
SECTION XII.
ITEM 11.
THIRD-PARTY SELLERS
None as of the date of this amendment.
SECTION XIII.
ITEM 12.
COMPLIANCE - FOREIGN INVESTMENT AND
NATIONAL SECURITY ACT OF 2007
All foreign investors shall make a nominal initial deposit into the Company.
Such deposit must be made from the institution which will provide any
investment funds, must show the name of the investing company, and the full
contact information of the sender must be provided.
Upon receipt of such nominal deposit, the information will be turned over to
the office of the Foreign Investment and National Security Act of 2007, for
clearance.
No investor contracts shall be concluded until such time as the nominal deposit
has been cleared, and the above-mentioned due diligence information provided.
56
SECTION XIV.
ITEM 13.
ANTI-MONEY LAUNDERING &
REPORTING OF SUSPICIOUS ACTIVITY
The SEC has provided guidance with respect to companies protecting themselves
from money laundering and other suspicious activities by investors.[23]
Further, our companies wish to take further precautions on behalf of our escrow
agents.
This being said, the various protecting legislation, rules and guidelines do
not apply specifically to issuing companies. Our companies, therefore, here,
give notice of voluntary compliance and adherence to such legislation, rules
and guidelines.
To this end, investors are advised that, for all investments of three thousand
dollars ($3,000.00) or more, a nominal deposit into the company account will be
required, if being made electronically, prior to the acceptance of any investor
funds into escrow.
For all investments of of three thousand dollars ($3,000.00) or more, in the
form of a paper instrument, the name and full address of the investor must
appear on the instrument, and a pdf. copy must be provided to the company
before being sent to the escrow agent.
Pursuant to all escrow agreements currently in effect with the companies, the
escrow agent shall have the discretion to reject any funds into escrow, or to
demand further documentation in support of the funds.
Any information concerning investments deemed by the escrow agents to be
suspicious will be turned over, on a voluntary basis, by the companies, to the
appropriate law enforcement agencies shown in the SEC guidance document.
57
SECTION XV.
ITEM 14.
ALTERNATIVE PAYMENT METHODS -
CRYPTOCURRENCY ACCEPTED IN CONSIDERATION
FOR PAYMENT OF SHARES
The companies accepts bank wire transfers and certified checks, in payment of
shares.
All investor funds go, initially, into the escrow account, pending the election
by the investor on the 3-day right of withdrawal.
In addition, effective December 20, 2017, the SEC authorized the companies[24]
to accept cryptocurrency in consideration for the payment of shares. Investors
wishing to pay with cryptocurrency which is readily convertible to cash, such
as Bitcoin, Ethereum, Ripple and Bitcoin Cash, will see their cryptocurrency
converted to a U.S. dollar figure at the time of the signing of the
subscription agreement. This amount will represent the amount of the
investment, and, therefore, the corresponding number of shares issued to the
investor, for the said amount of U.S. dollars. The converted amount will be
calculated on an exchange, primarily, Coinbase, but also other exchanges. Upon
the calculation, company officials will issue a 'sell' order to the exchange,
and the cryptocurrency will be liquidated, and the cash proceeds deposited into
the wallet of the respective company from which the shares were sold. The U.S.
dollar amount deposited in the wallet will be divided by the shares price, to
arrive at the number of shares purchased by the investor.
58
For other cryptocurrency, with which an investor may wish to pay for shares, a
second 'sell' must be accomplished, in order to arrive at the liquidated
figure, by which to calculate the actual number of shares to be purchased.
'Paired' or 'utility' cryptocurrency is primarily based on Ethereum
cryptocurrency and its price, for purposes of conversion. Such cryptocurrency
may or may not be not listed on any exchange, but, in any case, if such
cryptocurrency is not one that an exchange will liquidate, the two-step
liquidation/sale process must occur. First, the companies will go to a site
that will accept the cryptocurrency. From that site, the cryptocurrency will be
converted to a mainstream cryptocurrency, again, Ethereum in most cases. At
that point, the U.S. dollar amount of Ethereum will be known. The companies
will then 'sell' the cryptocurrency on that site, in exchange for Ethereum. In
turn, the Ethereum will be sold on an exchange, like Coinbase, but also other
exchanges, and the Ethereum, not the original cryptocurrency, will be deposited
into the wallet of the company from which the shares were sold. The U.S. dollar
amount deposited in the wallet will be divided by the shares price, to arrive
at the number of shares purchased by the investor.
SECTION XVI.
ITEM 15.
REQUEST FOR CONTINUING QUALIFICATION
Southern Tier Region Rural Broadband Company, Inc., requests an abatement of
this Amended Offering Circular, in order that the Office of the New York
Attorney General, where Blue Sky offerings are qualified, may first so qualify
this Reg. A, Tier 1 offering.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form 1-A and has duly caused this offering statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the District of
Columbia on September 20, 2018.
By: Anthony E. Ramos, Issuer's Representative
59
This offering statement has been signed by the following persons in the
capacities and on the dates indicated.
David J. Karre, Vice President - September 20, 2018
Thomas A. Burke, Secretary - September 20, 2018
Gregory P. Ramos, Treasurer - September 20, 2018
60
________________
[1] Expenses of this Offering Circular are borne exclusively by the Issuer.
[2] 17 CFR 230.253
[3] The minimum for this offering is $5,000.00 and the maximum is $20 million,
of which up to $6 million may be sold by third-party sellers, and/or of which
up to the full $20 million may be sold by the Issuer's representative. All
offers to be finalized in the State of New York by the Issuer's
representative/dealer, which is the situs of the Blue Sky qualification for
this offering.
[4] Subject to final price negotiation by third-party sellers.
[5] No shares offered on account of any securities holders. Minus escrow fees
and costs and minus third-party seller commissions, bonuses, and administrative
costs.
[6] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[7] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[8] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[9] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[10] Other companies, which are not interrelated, and do not commingle funds,
but which may share common technology and infrastructure components are: Finger
Lakes Region Rural Broadband Company, Inc., Mid-Hudson Region Rural Broadband
Company, Inc., and, Western Gateway Region Rural Broadband Company, Inc. The
companies do not have a controlling interest, one in the other, or among each
other.
[11] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[12] Theodor is the namesake chosen, so as to honor the American pioneer who
originated the project that became the transcontinental railroad. Here is the
wiki blurb: "Theodore Dehone Judah (March 4, 1826 November 2, 1863) was an
American railroad and civil engineer who was a central figure in the original
promotion, establishment, and design of the First Transcontinental Railroad. He
found investors for what became the Central Pacific Railroad (CPRR). As chief
engineer, he performed much of the land survey work to determine the best route
for the railroad over the Sierra Nevada mountains."
[13] Company officials have invented this term, and now add it to the lexicon,
defined as 'blockchain commerce.'
[14] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[15] The companies do not have a token, and, therefore, do not sell their own
tokens. This section refers to a user friendly API, to allow the consumer to
purchase product and service specific tokens, in payment for such products or
services.
[16] The companies are not in, and do not intend to become, generators of
blockchain ATM cards. As with all of Theodor, the companies will utilize
existing, and future blockchain companies, which do create accounts for, and
provide ATM cards and services.
[17]The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, subject to the $6 million allotment.
[18] The minimum for this offering is $5,000.00 and the maximum is $20 million,
including up to $6 million of which offers may be received by authorized and
regulated third-party sellers, and of which, for the same $6 million, 'finders'
may refer potential investors to the State of New York authorized dealer for
the company, Mr. Ramos. Although offers may be made by anyone worldwide, all
sales will be finalized with the Issuer's Representative signing the
subscription agreement in the State of New York, where the offering will be
qualified for Blue Sky purposes by the Attorney General for the State of New
York. Pursuant to New York General Business Law, the Issuer's Representative,
Tony Ramos, in addition, and as a result of said New York qualification, may
act as the Issuer's dealer. Thus, the Issuer may sell up to the full amount,
$20 million, unless the third-party sellers sell some or all of the amount up
to $6 million.
[19] As amended, effective June 19, 2015.
[20] Admitted to practice law in the State of Connecticut.
[21] Admitted to practice law in Washington, D.C., and in the State of
Maryland.
[22] Form 1-A, Part F/S (a)(1) & (b)(1)(2) & (3)(A).
[23]
https://drive.google.com/file/d/0BxfFvX3PZFjzTHNnWC12MENNT3c/view?usp=sharing
[24] As to Finger Lakes Region Rural Broadband Company, Inc., and Western
Gateway Region Rural Broadband Company, Inc.
PART II AND III
3
circularr.pdf
CIR EXH
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