The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001634941
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Gotham Capital, Inc.
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2015
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Gotham Capital, Inc.
Street Address 1 Street Address 2
262A ALBANY AVE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BROOKLYN NEW YORK 11213 702-492-1200 X 205

3. Related Persons

Last Name First Name Middle Name
Afra Steven
Street Address 1 Street Address 2
636 Longfellow Ave.
City State/Province/Country ZIP/PostalCode
Hermosa Beach CALIFORNIA 90254
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Garcia Pablo
Street Address 1 Street Address 2
294 Saddle Run St.
City State/Province/Country ZIP/PostalCode
Henderson NEVADA 89012
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Metzger Menachem
Street Address 1 Street Address 2
1540 Centinela Ave #105
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90025
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Chanin Yisroel
Street Address 1 Street Address 2
7524 W 88th Place
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90045
Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
FMS Capital LLC -
Street Address 1 Street Address 2
310 North Carson Street Suite 208
City State/Province/Country ZIP/PostalCode
Carson City NEVADA 89701
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Rahn Jonathan
Street Address 1 Street Address 2
4413 James Estate Lane
City State/Province/Country ZIP/PostalCode
Wellington FLORIDA 33449
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Seymore and Mark Rubin Joint Tenants -
Street Address 1 Street Address 2
430 N. 4th Street
City State/Province/Country ZIP/PostalCode
Philadelphia PENNSYLVANIA 19123
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kumar Sean
Street Address 1 Street Address 2
106 Macintosh Lane
City State/Province/Country ZIP/PostalCode
Centerville GEORGIA 30128
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Impact Merchant Inc. -
Street Address 1 Street Address 2
16192 Coastal Highway
City State/Province/Country ZIP/PostalCode
Lewes DELAWARE 19958
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Gotham LV Inc -
Street Address 1 Street Address 2
2395 Brockton Way
City State/Province/Country ZIP/PostalCode
Henderson NEVADA 89074
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mercy Falls LLC -
Street Address 1 Street Address 2
587 Montgomery Street
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11225
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Get Me On Media Inc -
Street Address 1 Street Address 2
15260 Ventura Blvd, 20th Floor
City State/Province/Country ZIP/PostalCode
Sherman Oaks CALIFORNIA 91403
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Transblue LLC -
Street Address 1 Street Address 2
P.O Box 110304
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11211
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
ITM Retail Solutions LLC -
Street Address 1 Street Address 2
3322 Sweetwater Springs Blvd Suite #206
City State/Province/Country ZIP/PostalCode
Spring Valley CALIFORNIA 91977
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ribbis Leasing LLC -
Street Address 1 Street Address 2
1 Metrotech Center Suite 2001
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11201
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Imber Wioletta
Street Address 1 Street Address 2
5778 NW 23rd Way
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33496
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Nika, Inc. -
Street Address 1 Street Address 2
1325 Atlantic Avenue, 2nd Floor Att: Joseph Schwartz
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11216
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kohn Osher
Street Address 1 Street Address 2
694 Myrtle Avenue c/o Jefferson Realty 21
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11205
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mountain Ranch Partners, Inc. -
Street Address 1 Street Address 2
848 N. Rainbow Boulevard
City State/Province/Country ZIP/PostalCode
Las Vegas NEVADA 89107
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Shapiro Mitch
Street Address 1 Street Address 2
15 Cutter Mill Road
City State/Province/Country ZIP/PostalCode
Great Neck NEW YORK 11021
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Samuel Chanin Irrevocable Insurance Trust -
Street Address 1 Street Address 2
587 Montgomery Street
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11225
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Reliable Fast Cash -
Street Address 1 Street Address 2
1 Metrotech Center Suite 2001
City State/Province/Country ZIP/PostalCode
Brooklyn NEW YORK 11201
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
L'Chaim Merchant Services -
Street Address 1 Street Address 2
55 Broad Street, 2nd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10004
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Wishnevsky Moshe
Street Address 1 Street Address 2
7524 W 88th Place
City State/Province/Country ZIP/PostalCode
Los Angeles CALIFORNIA 90045
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
X Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2015-01-30    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes    No

Clarification of Response (if Necessary):

This offering is being made in connection with an exchange offer.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $500,000 USD
or    Indefinite
Total Amount Sold $125,000 USD
Total Remaining to be Sold $375,000 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Gotham Capital, Inc. /s/ Steven Afra Steven Afra Chief Executive Officer 2015-03-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.