0001644516-15-000004.txt : 20190312 0001644516-15-000004.hdr.sgml : 20190312 20150930155044 ACCESSION NUMBER: 0001644516-15-000004 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20150930 DATE AS OF CHANGE: 20181220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mid-Hudson Broadband Co CENTRAL INDEX KEY: 0001644516 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 463895918 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10459 FILM NUMBER: 151133689 BUSINESS ADDRESS: STREET 1: 1050 CONNECTICUT AVE., NW STREET 2: SUITE 500 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 202-236-3427 MAIL ADDRESS: STREET 1: 1050 CONNECTICUT AVE., NW STREET 2: SUITE 500 CITY: WASHINGTON STATE: DC ZIP: 20036 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001644516 XXXXXXXX 024-10459 false false true Mid-Hudson Broadband Co NY 2013 0001644516 7380 46-3895918 1 9 1050 CONNECTICUT AVE., NW 10TH FLOOR WASHINGTON DC 20036 202-321-7969 Tony Ramos Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 common voting 200000 0 0 0 0 0 0 0 0 0 0 true true false Tier1 Unaudited Equity (common or preferred stock) N N N N N N 200000 99773 100.00 20000000.00 0.00 0.00 0.00 20000000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 false true DC DC false Mid-Hudson Region Rural Broadband Company, Inc. common/voting 588238 0 58823 to shareholders for services. For the full list of shareholders and an explanation of services, please see pp. 14-23 of the Second Amended Offering Statement that has been uploaded this day with this Form 1-A. Regulation A, as amended PART II AND III 3 mhrrbc2ndamendoffstmt.txt SECOND AMENDED OFFERING STATEMENT SECOND AMENDED REGULATION A, AS AMENDED - OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 JOBS Act / REGULATION A, AS AMENDED MID-HUDSON REGION RURAL BROADBAND COMPANY, INC. (MHRRBC) Issuing Company: Mid-Hudson Region Rural Broadband Company, Inc. Issuer & Agent for Service of Process: Tony Ramos, President Mid-Hudson Region Rural Broadband Company, Inc. 1050 Connecticut Ave., NW 10th floor Washington, D.C. 20036 202-321-7969 tramos@urbroadband.com IRS EIN # 46-3895918 CLASSIFICATION CODE NUMBER: 522220 An offering that is filed with the Securities and Exchange Commission of the United States Government with the filing of Form 1-A, as amended, effective June 19, 2015. Amended on August 15, 2015, in reply to the Commission's letter of July 24, 2015. Amended on September 17, 2015, in reply to the Commission's letter of August 25, 2015. TABLE OF CONTENTS - PER FORM 1-A, AS AMENDED BY NEW REG. A TABLE OF CONTENTS.....................................................i-ii ITEM 1. SIGNIFICANT PARTIES LIST......................................1-5 ITEM 2. APPLICATION OF RULE 262.......................................6-10(1) ITEM 3. AFFILIATE SALES...............................................10 ITEM 4. JURISDICTIONS IN WHICH SECURITIES ARE TO BE OFFERED...........10-11 ITEM 5. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR........11-24 ITEM 6. OTHER PRESENT OR PROPOSED OFFERINGS...........................24(2) ITEM 7. MARKETING ARRANGEMENTS........................................24-25 ITEM 8. RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN OFFERING STATEMENT................................................25 Footnotes (1) Amended from original Offering Statement, and corrected per request to do so by the Commission in the letter of July 24, 2015. (2) Amended for this Second Amended Offering Statement, in response to the letter of the Commission of August 25, 2015. Subsections (4)(A) and (4)(B) have also been added here. i ITEM 9. USE OF A SOLICITATION DOCUMENT TO INDICATE WHETHER OR NOT A PUBLICATION AUTHORIZED BY RULE 254 WAS USED PRIOR TO THE FILING OF THIS NOTIFICATION................26 III. SUPPLEMENTAL INFORMATION AS REQUIRED BY PART III OF FORM REGULATION A, AS AMENDED.................................26-27 ii ITEM 1. Significant Parties List the full names and business and residential addresses, as applicable, for the following persons: (a) the issuer's directors: Tony Ramos, Issuer's Representative & Chairman Business address: 1050 Connecticut Ave., NW 10th floor Washington, D.C. 20036 Home address: 1805 Key Blvd. Apt. 513 Arlington, VA 22201 Marc J. Hagemeier, M.A., Vice Chairman of the Board Home & business address: 17 Holly Court Shippensburg, PA 17257 l Eric W. Will, II Business address: Rainier Funding Services, Inc. 101 South Salina Street - Suite 1020 M&T Bank Building Syracuse, NY 13202 Home address: 7648 Linkside Drive Manlius, NY 13104 Harriet W. Grifo Business address: Cragsmoor Free Library 355 Cragsmoor Rd Cragsmoor, NY 12420 Home address: 87 Sam's Point Road PO Box 27 Cragsmoor, NY 12420-0027 2 Gary Horowitz Business address: PO Box 268 Ellenville, NY 12428 Home address: 29 Maple Ave. Ellenville, NY 12429 (b) the issuer's officers: Tony Ramos, President & Issuer's Representative Marc J. Hagemeier, M.A., Vice President Eric W. Will, II, Secretary Harriet W. Grifo, Treasurer; (c) the issuer's general partners: none; 3 (d) record owners of 5 percent or more of any class of the issuer's equity securities: all shares are common/voting: Rural Broadband Company, Inc. Lusosystems, Inc. (e) beneficial owners of 5 percent or more of any class of the issuer's equity securities: same as above; (f) promoters of the issuer: other than the Issuer's representative and President, Mr. Ramos, none as of the filing of this request for pre-approval since there did not appear to be any promoters marketing themselves to promote this new Regulation A offering opportunity; (g) affiliates of the issuer: none as of the filing of this request for pre-approval since there did not appear to be any affiliates marketing themselves to promote this new Regulation A offering opportunity; 4 (h) counsel to the issuer with respect to the proposed offering: none; (i) each underwriter with respect to the proposed offering: none; (j) the underwriter's directors: not applicable; (k) the underwriter's officers: not applicable; (l) the underwriter's general partners: not applicable; (m) counsel to the underwriter: not applicable. 5 ITEM 2. Application of Rule 262 (a) State whether any of the persons identified in response to Item 1 are subject to any of the disqualification provisions set forth in Rule 262: no; (b) If any such person is subject to these provisions, provide a full description including pertinent names, dates and other details, as well as whether or not an application has been made pursuant to Rule 262 for a waiver of such disqualification and whether or not such application has been granted or denied: not applicable. (c) Supplement to this Amended Offering Statement, in reply to the Commission's letter, dated July 24, 2015: correction of inadvertent error as to the box checked on Item 3 of the online Form 1-A. Through inadvertence, the applicant checked the second box on this section. After discussion with Commission counsel pursuant to the Commission's letter to which this reply is directed, the applicant has unchecked the second box. The Commission's letter, in any event, seeks further information and clarification with respect to this section. 6 Under 17 CFR 230.262 (a) & (b), for the following reasons, the applicant has now corrected the inadvertence and declares here that neither the Issuer, under (a), nor any Issuer's representative or other persons under (b) are subject to the provisions of this Rule. As a threshold matter, under (a)(4) there are no matters under a 'court of competent jurisdiction,' meaning a constitutionally authorized Article III forum, for which MHRRBC has ever been the subject of any matter. Similarly, under (b)(2), for the same reasons, no persons are similarly subject to Rule 262. Further, none of the applicant companies have received any contact from any State Blue Sky enforcement offices, including MHRRBC. There are no other subparts of (a) or (b), which apply to this matter. In order to further clarify as to any agency action which may have occurred in any State, however, the Issuer provides the following additional information. Prior to JOBS Act, no persons listed in the Form 1-A filing, had ever had experience with exempt limited offerings. The only person who is among the persons listed, who has any previous experience, as a trader, is Michael D. Lang. Mr. Lang is a veteran banker in Washington, D.C., and is also a pioneer of our companies. The companies maintain no bank accounts at the bank which employs Mr. Lang. As a part of his job, Mr. Lang is required to be licensed as a securities broker, but he has never acted in that capacity with respect to the applicant companies. At some point after the announcement by the Commission of the new rules for Rule 506 JOBS Act, but before the effective date, in September, 2013, the Issuer's representative 7 created 'offering statements' and 'private placement memoranda' for the projected Rule 506 JOBS Act companies. These documents were created for a company that is not a part of any of the applications currently being processed here. In the course of preparing those documents, the Issuer's representative, through inadvertence, mistakenly showed the announcement date as the effective date. During this time period, in a further effort to determine whether different States had reached any new rules concerning JOBS Act, the Issuer's representative contacted, essentially, all of the State Blue Sky Law agency offices on the east coast of the United States, as a beginning point. This was done only after reviewing the Blue Sky laws of those States, in detail. The responses from the Blue Sky law attorneys varied, but one attorney in the New Jersey office decided to email the attorneys in the other States. As a part of the review process, the Issuer's representative had fully disclosed the various States being contacted, to all such attorneys. In all instances, the process of the Issuer's representative was identical: he emailed the office to make sure, since JOBS Act rules were brand new, as to whether, assuming any direct marketing in the State, a decision that had not yet been made, either marketing material had to be provided and a fee paid and/or whether actual registration was required for any particular State. Among the responses, was a series of emails from a 'securities analyst' in the Florida securities office. The analyst stated, repeatedly in emails to the Issuer's representative 'you don't need to file anything at this point.' Irrespective of this clear and unequivocal language as contained in the emails, after the Florida securities office attorney received the email from the New Jersey securities office attorney, but without first checking to see if the Issuer's representative had contacted anyone at the Florida office, the Florida attorney filed an agency action, seeking both a fine and an order. There was no specific allegation as to what was the issue. 8 The Issuer's representative, then, removed the case from the agency process and transferred it to Florida's administrative hearing process, a non-constitutional forum. The matter proceeded to a hearing, where the agency called its first witness, an office secretary of the agency. After failing to survive cross-examination by the Issuer's representative, but before the analyst who provided the emails to the Issuer's representative was sworn in, the hearing examiner halted the proceedings, in order to make inquiry of the attorney for the agency. By this time, the process had already made clear that there were no disputed issues of material fact, a requirement for the hearing to proceed. Thus, the hearing examiner made inquiry of the agency attorney as to whether there was any dispute that the analyst had sent the emails to the Issuer's representative, and any dispute as to the factual accuracy of the emails. In both instances, the agency attorney replied in the negative. At that point, the hearing examiner declared that the Issuer and the Issuer's representative were the prevailing parties, ruled that there were no disputed issues of material fact, terminated the hearing, and entered an order indicating such. Under agency rules, the matter returned to the agency. With no case, the agency attorney, after some wasted effort on the part of all persons, revealed the discrepancy in the dates as presented by the Issuer's representative as the sole factual basis for the matter, withdrew any demands for any fines, withdrew any penalties, and agreed to settle the matter as indicated, with the Issuer's representative making any future corrections as to the effective date. As the company that was the subject of the matter never went on to become one of the JOBS Act companies, largely because its project area was too narrow, no further action exists as to any proceedings. 9 As with the MHRRBC application, as shown by this response letter to the Commission's letter, inadvertent mistakes can be made. Unlike the State proceedings, however, the Commission has taken more of a substantive review process, and has been very generous of the time allowed to make the replies contained in this letter. ITEM 3. Affiliate Sales If any part of the proposed offering involves the resale of securities by affiliates of the issuer, confirm that the following description does not apply to the issuer. The issuer has not had a net income from operations of the character in which the issuer intends to engage for at least one of its last two fiscal years: the Issuer confirms this statement. ITEM 4. Jurisdictions in Which Securities Are to be Offered (a) List the jurisdiction in which the securities are to be offered by underwriters, dealers or salespersons: worldwide; 10 (b) List the jurisdictions in which the securities are to be offered other than by underwriters, dealers or salesmen and state the method by which such securities are to be offered: the securities will be offered by any persons so authorized under the current Regulation A as applied to JOBS Act rules, including by the Issuer and any affiliates, and will be offered by all methods allowable by JOBS Act rules and regulations, including on the Internet. ITEM 5. Unregistered Securities Issued or Sold Within One Year (a) As to any unregistered securities issued by the issuer or any of its predecessors or affiliated issuers within one year prior to the filing of this Form 1-A, state: (1) the name of such issuer: Tony Ramos; (2) the title and amount of securities issued: JOBS Act/Rule 506, with form Regulation D filed with the SEC for 588,238 shares, common/voting per Rule 506 rules (SEC CIK #: 0001579586)(4)(5); Footnotes (4) Corrected from Original Offering Statement. (5) Corrected from Amended Offering Statement. This figure was recalculated after a more complete review of all shares by a qualified mathematician who is a Ph.D. candidate in mathematics. 11 (3) the aggregate offering price or other consideration for which they were issued and basis for computing the amount thereof: a) per Rule 506, limiting share prices to one price and one class: $100 per share, based upon computing the amount needed for project funding(6); b) as corrected in part (a)(2), above, the issuance of the 588,238 shares of common stock, was for services valued at $58,823,800.00. (4) the names and identities of the persons to whom the securities were issued: those persons listed in this Offering Statement, and in addition: A . Michael D. Lang, registered broker at Wells Fargo; B. Colleen Ehrhart; C. Anthony J. Castaldo. Footnotes (6) To say again, after this issue was raised in the Commission's letter of August 25, 2015, prior to JOBS Act, company shares were issued for a different par value. With the advent of Rule 506 JOBS Act, all Rule 506 rules required compliance. Among those rules, for Rule 506, JOBS Act or not, are the requirements that shares be sold using only one class, to eliminate giving founders priority with 'preferred' shares, and that all shares be sold at one price, which cannot be changed, unless the entire offering is changed. Thus, whether the shares were issued for 'services' or 'sold' or provided gratuitously, in any case, the class, common, and the price, $100 per share, under Rule 506, could not change, or the Rule 506 offering would have to be withdrawn. 12 (4)(A) Supplement to response(7) to subsection (4), preceding this new subsection - list of all company shareholders: 1 . Tony Ramos 2 . Thomas A. Burke, Esquire 3 . Harriet Woodburne Grifo 4 . Rex R. Helwig 5 . Michael J. Raimondi, M.A. 6 . Lusosystems, Inc. 7 . Gregory P. Ramos 8 . David J. Karre, M.B.A., M.L.S. 9 . Mark J. Hagemeier, M.A. 10 . Mark E. Bayliss 11 . Colleen Ehrhart 12 . Michael D. Lang 13 . Martin E. Washofsky, E.A. Footnotes (7) For the purposes of noting all of the shareholders in one list, after the conference with the Commission pursuant to the Commission letter of August 25, 2015 13 14 . Gary Horowitz 15 . Eric W. Will, II 16 . Anthony J. Castaldo (4)(B) Second supplement to response to subsection (4) preceding this section - shares description: The Commission's letter of August 25, 2015, in addition, asked the company to respond as to shares sold vs. 'for services.' As the Commission knows, however, a ), there is no prohibition by the Commission with respect to issuing shares gratuitously, and b) the Commission may not weigh a decision by the company, on the merits, of any shares issued. This said, and however, the company notes the contributions of the shareholders. Prior to this discussion, however, the company takes this opportunity to note and honor the large group of non-shareholders who have made significant contributions during the origins and start up phase of the company. Such persons, citing risk aversion, either personal or professional, have declined shares, and the company has no agreement of any sort to provide any sort of compensation or other remuneration to them. Thus, the 'thank you' here is warranted. For such non-shareholders, readers may note a large number of engineers, project developers, project vendors and managers, economists, CPAs, accountants, lawyers, venture capital experts, business owners and advisors, political operatives and advisors, as well as a large group of everyday stakeholders from such diverse groups as libraries, health companies and job training centers. 14 We thank all of them, and we discuss, seriatim, the contributions of the shareholders of MHRRBC, listed above in subsection (4)(A): 1. Tony Ramos is the founder of the original group that sought government procurement funding from H.R. 1, the stimulus bill, as signed by the President on March 1, 2009. He has expended all of his time, professionally, full-time from that date to the present, and has been responsible for the multiple shifts in large strategies of the business, from government procurement-only, to government procurement & venture capital seeking, to government procurement/venture capital - to JOBS Act. Mr. Ramos has derived no compensation for his efforts, save for, on approximately August 1, 2015, he began receiving, as the project manager for the MHRRBC project, from zero to an average of $250.00 per week; 2. Thomas A. Burke, Esquire is one of the founding pioneers of the original group. His early guidance, when considering his extensive and successful history of achieving large government procurement awards for medical technology-related infrastructure and software applications, allowed for a significant substantive content to our early government procurement efforts. He was never paid for any services, other than with shares; 3. Harriet Woodburne Grifo is a library director, who has served, at no charge, as the community liaison for MHRRBC. Her participation in the community, particularly in Ulster County, New York, has allowed the project company to progress, and further, she has become a valued and trusted officer and director of the companies. Beginning approximately August 1, 2015, she began receiving $25 per month from MHRRBC, as the project liaison; Prior to that time, she received no compensation for any services, other than with shares; 15 4. Rex R. Helwig is one of the founding pioneers, having attended the first organizational meeting for the sister company, Southern Tier Region Rural Broadband Company, Inc. (STRRBC). Mr. Helwig continues to be extremely active with all of the companies. As the longtime computer manager of Finger Lakes Library System, Mr. Helwig serves as one of the technology advisers of all of the companies. His job as a computer manager allows him to keep current with all things hardware and software. In addition, Mr. Helwig is the project liaison for one of the other sister companies, Finger Lakes Region Rural Broadband Company, Inc. (FLRRBC). Finally, Mr. Helwig has a good grasp on rural broadband infrastructure offerings, and on items such as pricing and consumer preference. Beginning approximately August 1, 2015, he began receiving $25 per week from MHRRBC, as a technology consultant. In addition, on or about August 1, 2015, he began receiving $25 per week from the parent company, Rural Broadband Company, Inc. (RBC), as a technology consultant on the STRRBC project called 'Hot Bing.' Prior to that time, he received no compensation for any services, other than with shares; 5. Michael J. Raimondi, M.A. is an economist and economic forecaster who, for several years, was responsible for formulating government procurement application budgets. Later, he provided assistance with locating an auditing firm for the companies(8), and for providing needed orientation on EBITDA calculation. In addition, until recently, Mr. Raimondi performed all of the dilution calculations for all of the companies. He received no compensation for any services, other than with shares; Footnotes (8) BDO USA LLP 16 6. Lusosystems, Inc. is a technology company that is an original pioneer, beginning on Day One. The company's technology experts have been, until recently, responsible for achieving the technology know how that allowed for the many government procurement applications, from the beginning. The company technology experts achieved all of the graphics of the various companies, of the full technology infrastructure, search engine optimization (SEO), as well as navigating the various posting opportunities that became available with JOBS Act. After approximately August 2, 2015, Lusosystems was paid $100.00 for some logo editing work. Lusosystems continues with its SEO function for the companies at this time, and has ceased providing the other services. Prior to that time, Lusosystems received no compensation for any services, other than with shares; 7. Gregory P. Ramos (Greg), to be clear, is the younger brother of Tony Ramos, the founder. Greg served his country for 25 years in the U.S. Army, and was a large-scale transfer specialist up to the time of his retirement. He is one of our pioneers. Greg can take an entire Army base, load it onto a train, move it anywhere, set it up, command it for a time, then deconstruct it, put it back onto a train, and move it somewhere else. His unique skill set with large scale projects allowed for the company, in the early years of stimulus applications, to scale the applications, create budgets, and otherwise plan on a much larger scale than would have otherwise been possible, given the limited knowledge on those matters of anyone else who was with the company at that time. He received no compensation for any services, other than with shares; 17 8 . David J. Karre, M.B.A., M.L.S. is one of the founding pioneers, having attended the first organizational meeting for the sister company, Southern Tier Region Rural Broadband Company, Inc. (STRRBC). At that time, Mr. Karre was still employed as the CEO of the Four County Library System, in the Southern Tier region of New York. Upon his retirement, Mr. Karre became the Vice President of RBC, and also of STRRBC. Mr. Karre's career-length service in achieving annual budget procurements, in taking the lead in library technology, in creating a program for a mobile bookmobile, and in lobbying for libraries, both on policy and funding, at the Federal and State levels, allowed him to be one of the major contributors to our efforts for rural broadband. Beginning approximately August 1, 2015, he began receiving $25 per month from RBC, as the project liaison for the STRRBC project for sidewalk Internet, called 'Hot Bing.' Prior to this date, he received no compensation for any services, other than with shares; 9. Mark J. Hagemeier, M.A. is an original pioneer, a person of personal wealth, a family member of the largest roadbed infrastructure company in Germany, a family member of the conglomerate of that company, a trusted advisor to the companies, an officer, director and the Director of the Office of Financial Management of all of the companies. Mr. Hagemeier holds a Master of Arts degree in journalism. With his position of trust with the companies, he is the only person, other than Tony Ramos, who acts as the backup person in case of Mr. Ramos' death, disability, illness or other unavailability, with signature and login access to all company bank accounts. Mr. Hagemeier has made small shares purchases from some of the companies, and these are detailed more fully in the Offering Circulars. 18 On July 21, 2015, Mr. Hagemeier purchased 5,000 shares of MHRRBC stock for the sum of $50,000.00 in cash. The purchase was organized as a shares-buyback transaction, where an additional 2,500 shares were provided to him to keep, and where the company will buy back the 5,000 shares on no particular timetable. Beginning on approximately August 2, 2015, MHRRBC began repurchasing one share per month, for $100, from Mr. Hagemeier, pursuant to the agreement. Prior to this date, he received no compensation for any services, other than with shares; 10. Mark E. Bayliss is a person of personal wealth, the part-owner of a wireless broadband Internet service access provider called Visual Link, the part-owner of a wireless streaming video company called Cableclix, an investor, a constant committee member on committees of the Federal Communications Commission (FCC), and an amateur triathlon competitor, and a technology, business and policy advisor to all of the companies. Mr. Bayliss' technology and policy contributions to all of the companies are significant, and his guidance has driven most, if not all of the technology-choice shifts from the beginning of the company to the present, including the shift to white space technology. At the present time, MHRRBC continues to seek a $50,000.00 investment from Mr. Bayliss in support of the planned install in the project area. Further, all of the companies have added the Cableclix streaming video system as a full component of the systems that will be installed in all residential projects. Mr. Bayliss has received no compensation for any services, other than with shares; 19 11. Colleen Ehrhart is a senior in college, with a major in graphics arts. Mr. Ehrhart took over graphics design from Lusosystems, Inc., as an unpaid intern to all of the companies, for approximately two years. Ms. Ehrhart's generous contributions of her talents significantly improved all of the visual presentations of all of the companies. She has received no compensation for any services, other than with shares; 12. Michael D. Lang is a company pioneer, a long serving and senior mortgage banker in Washington, D.C., who has navigated banking mergers as they have resulted during the years, and now at his same desk across from the F.B.I. building in Washington at Wells Fargo Bank. Mr. Lang was present at the origins of the company, and, when there were no other seconds to take a meeting with Mr. Ramos, such meetings were moved to Mr. Lang's banking office, where no less than 100 meetings took place, thus absorbing large amounts of his time. To avoid the appearance of impropriety, none of the bank accounts of any of the companies are maintained at Wells Fargo Bank. Mr. Lang has received no compensation for any services, other than with shares; 13. Martin E. Washofsky, E.A. is a company pioneer and someone who is known to Tony Ramos for a period of more than 15 years. He is a person of significant wealth. He is a former Internal Revenue Service (IRS) agent, and is currently an IRS-authorized Enrolled Agent, who defends taxpayers in administrative proceedings brought by the IRS. 20 Mr. Washofsky, thus, has had a career in accounting and auditing, and he was responsible for much of the guidance, calculations, budgets and forecasting during the stimulus era of the company. Mr. Washofsky, prior to the organization of any of the present companies, provided $5,000.00 during the stimulus era in assistance of the preparation of the large stimulus applications. He has never sought the return of those funds, and there is no written or verbal agreement to return those funds to him. Mr. Washofsky has received no compensation for any services, other than with shares; 14. Gary Horowitz is a company pioneer, who met with Mr. Ramos during the stimulus era. Mr. Horowitz is a member of New York Police, for many years, a volunteer firefighter, the Chairman of a volunteer firefighting force that is organized under the laws of the State of New York, and a constant supporter of the MHRRBC projects and efforts. Mr. Horowitz owns a home, in addition in the State of Arizona. In that capacity, he acts as the registered agent for service of process for the sister company, Western Gateway Region Rural Broadband Company, Inc. (WGRRBC). Beginning approximately August 1, 2015, he began receiving $25 per month from RBC, as the registered agent for WGRRBC. Prior to this time, he received no compensation for any services, other than with shares; 21 15. Eric W. Will, II is a company pioneer, a person of personal wealth who counts among his venture capital deals an $8.5 million effort in Upstate New York and who remains extremely active as an officer and director in all of the companies. Mr. Will has been in business for many, many years, and that business acumen guides all of the companies, and Mr. Ramos on a near-daily basis. Further, and as a result of his business background, Mr. Will is instrumental in guiding the companies on issues of corporate governance(9), finance, business organization, insurance, accounting, ROI and other financial projection issues. Mr. Will is the registered agent of RBC, which was reorganized in the State of Delaware in 2015(10). Some years ago, Mr. Will provided $1,000.00 in 'seed' capital to the companies, with the proviso that Mr. Ramos personally guarantee repayment at some point in the future. That balance remains pending. Beginning approximately August 1, 2015, and unrelated, Mr. Will began receiving $25 per month from RBC, as the registered agent for RBC. Prior to this time, he received no compensation for any services, other than with shares; Footnotes (9) All of the companies have adopted, for purposes of corporate governance, uniform rules for meetings and voting, and all corporate governance policy is conducted by using corporate resolutions. (10) Prior to such reorganization, RBC was organized in Washington, D.C. At the time of renewal, however, Mr. Ramos learned that the District of Columbia repealed its 'for profit' corporations statute, and had not, and has not, passed a replacement. Without such corporate law stability, RBC sought the advice of counsel, who advised that the State of Delaware possesses the most advanced corporate organization and governance laws, a national model, apparently. As a result, the board decided to reorganize RBC in the State of Delaware. 22 16 . Anthony J. Castaldo is an early supporter of the concept of all of the companies for rural broadband infrastructure expansion. Until recently, Mr. Castaldo was the long-serving computer manager of the large Ramapo Catskills Library System, and was directly responsible for organizing the 52-building fiber loop that powers the technology hardware and software for all of the libraries. Upon his recent retirement, Mr. Castaldo has become a trusted technology advisor and designer for our projects, and a board member of some of the companies. Beginning approximately August 1, 2015, Mr. Castaldo began receiving $25 per month from MHRRBC, and $25 per month from RBC, as a technology consultant for the two most active projects, Wawarsing My First Car Club, and Hot Bing. Prior to this time, he received no compensation for any services, other than with shares. As a result of recent project work, STRRBC is in the process of reimbursing Mr. Castaldo for services related to the Hot Bing project in the amount of $325. (b) As to any unregistered securities of the issuer or any of its predecessors or affiliated issuers which were sold within one year prior to the filing of this Form 1-A by or for the account of any person who at the time was a director, officer, promoter or principal security holder of the issuer of such securities, or was an underwriter of any securities of such issuer, furnish the information specified in subsections (1) through (4) of paragraph (a): none; 23 (c) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption: Section: JOBS Act, Rule 506; Facts relied on: in accordance with JOBS Act rules and regulations as published in the Federal Register, to include, sales for investment purposes only, single price, single class. ITEM 6. Other Present or Proposed Offerings State whether or not the issuer or any of its affiliates is currently offering or contemplating the offering of any securities in addition to those covered by this Form 1-A: none. ITEM 7. Marketing Arrangements (a) Briefly describe any arrangement known to the issuer or to any person named in response to Item 1 above or to any selling securityholder in the offering covered by this Form 1-A for any of the following purposes: (1) To limit or restrict the sale of other securities of the same class as those to be offered for the period of distribution: none; 24 (2) To stabilize the market for any of the securities to be offered: none; (3) For withholding commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of its participation: none; (b) Identify any underwriter that intends to confirm sales to any accounts over which it exercises discretionary authority and include an estimate of the amount of securities so intended to be confirmed: none. ITEM 8. Relationship with Issuer of Experts Named in Offering Statement If any expert named in the offering statement as having prepared or certified any part thereof was employed for such purpose on a contingent basis or, at the time of such preparation or certification or at any time thereafter, had a material interest in the issuer or any of its parents or subsidiaries or was connected with the issuer or any of its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee furnish a brief statement of the nature of such contingent basis, interest or connection: none. 25 ITEM 9. Use of a Solicitation of Interest Document Indicate whether or not a publication authorized by Rule 254 was used prior to the filing of this notification: no publication was prepared, and, therefore, none was submitted to the SEC as of the request for pre-approval of this Offering Statement by the SEC. Any such proposed future publications will be processed pursuant to Rule 254. III. Supplemental Information The following information shall be furnished to the Commission as supplemental information: (1) A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared with the NASD: no underwriting decisions have been made as of the request for pre-approval of this Offering Statement because the Issuer has not located any underwriters who are taking the new Regulation A offerings. As such, no, there is nothing to be cleared with NASD; 26 (2) Any engineering, management or similar report referenced in the offering circular: there are none; (3) Such other information as requested by the staff in support of statements, representations and other assertions contained in the offering statement: such will be provided upon request. 27 PART II AND III 4 mhrrbc2damendedoffcirc.txt SECOND AMENDED OFFERING CIRCULAR SECOND AMENDED(1) JOBS ACT / REGULATION A, AS AMENDED - OFFERING CIRCULAR(2) THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT 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; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.(3) MID-HUDSON REGION RURAL BROADBAND COMPANY, INC. (MHRRBC) Issuing Company: Mid-Hudson Region Rural Broadband Company, Inc. Issuer's Representative: Tony Ramos, President 1050 Connecticut Ave., NW 10th floor Washington, D.C. 20036 202-321-7969 tramos@urbroadband.com DATE OF OFFERING CIRCULAR: June 19, 2015. AMENDED: AUGUST 15, 2015 & SEPTEMBER 24, 2015 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: UPON APPROVAL(4) DESCRIPTION OF SECURITIES: $20,000,000.00 common/voting shares / Tier 1 Regulation A 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 SALES CONTRACT UNDERWRITERS: none. DISTRIBUTION SPREAD TABLE Price to public: $100 per share Underwriting discounts and commissions*: None Proceeds to Issuer or to other persons per unit: 100% to Issuing company(5) Termination date: June 18, 2016 Total maximum securities offered: 200,000 Total minimum securities offered: 200,000 *Per Model B instructions, investors are advised as follows: as of the date of sales to the public, because this is a new rule under JOBS Act, the Issuer has not been able to locate any affiliates 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 affiliates as they become known, and, upon the retainer of any, or of any underwriters or others who may sell these securities consistent with the new JOBS Act rules for this exempt offering, this Offering Circular will be amended, and, should it have been already provided to any potential or real investors, will be provided to them, and will also be posted on the Internet with this original Offering Circular at www.urbroadband.com. No finder's fees are offered without amending this Offering Circular. Footnotes: (1) All amendments made in response to the Commission's letters of July 24, 2015 & August 25, 2015. (2)Expenses of this Offering Circular are borne exclusively by the Issuer. (3) 17 CFR 230.253 (4) All sales to be concluded only in the District of Columbia. (5) No shares offered on account of any securities holders. TABLE OF CONTENTS - FORM 1-A, AS AMENDED BY NEW REG. A TABLE OF CONTENTS..................................................i-xiv ITEM 1. SUMMARY INFORMATION, RISK FACTORS AND DILUTION.............1-5 A. SUMMARY INFORMATION........................................1 B. RISK FACTORS...............................................1-3 C. RISK MITIGATION FACTORS: ..................................3-4 D. DILUTION...................................................4 E. MATERIAL DISPARITIES.......................................4-5 ITEM 2 . PLAN OF DISTRIBUTION - ALL SALES TO LAND IN THE HANDS OF THE INVESTOR.....................................5-8 A. UNDERWRITERS...............................................5 B. DISCOUNTS AND COMMISSIONS..................................6 C. PLAN OF DISTRIBUTION.......................................6 D. NO SHARES OFFERED OR SOLD ON ACCOUNT OF SECURITIES HOLDERS..................................7 i E. NO RESTRICTIONS ON AMOUNT OF FUNDS RAISED UP TO REGULATION A LIMITS, AND THEREFORE, NO 'RETURN OF FUNDS' ISSUE.......................................7-8 1. NO UNDERWRITERS........................................7 2. NO PAYMENT DELAYS......................................8 ITEM 3 . USE OF PROCEEDS TO ISSUER................................8-9 A. INTENDED USE OF NET PROCEEDS...............................8 B. STATEMENT AS TO USE OF ACTUAL PROCEEDS.....................8 C. NO OTHER FUNDS TO BE USED..................................8 D. NO PROCEEDS USED TO DISCHARGE INDEBTEDNESS.................9 E. NO PROCEEDS TO BE USED TO ACQUIRE NON-PROJECT ASSETS.......9 F. RESERVATION OF RIGHTS TO CHANGE USE OF PROCEEDS............9 G. COMPLIANCE WITH 17 CFR 230.251, AS AMENDED.................10(6) Footnotes: (6) Added in this Amended Offering Circular. ii ITEM 4. DESCRIPTION OF BUSINESS...................................10-15 A. BUSINESS DONE AND INTENDED TO BE DONE......................10 B. THE PRINCIPAL PRODUCTS PRODUCED AND SERVICES RENDERED AND THE PRINCIPAL MARKET FOR AND METHOD OF DISTRIBUTION OF SUCH PRODUCTS AND SERVICES.................10-11 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 .........................................11 D. THE ESTIMATED AMOUNT SPENT DURING THE LAST TWO FISCAL YEARS ON COMPANY-SPONSORED RESEARCH AND DEVELOPMENT ACTIVITIES DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES..................12 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...............................12 iii F. THE NUMBER OF PERSONS EMPLOYED BY THE ISSUER................12 G. THE MATERIAL EFFECTS THAT COMPLIANCE WITH FEDERAL, STATE, AND LOCAL PROVISIONS WHICH HAVE BEEN ENACTED OR ADOPTED REGULATING THE DISCHARGE OF MATERIALS INTO THE ENVIRONMENT, MAY HAVE UPON THE CAPITAL EXPENDITURES, EARNINGS AND COMPETITIVE POSITION OF THE ISSUER AND ITS SUBSIDIARIES........13 H. DISTINCTIVE OR SPECIAL CIRCUMSTANCES OF THE ISSUER'S OPERATIONS OR INDUSTRY WHICH MAY HAVE A MATERIAL IMPACT UPON THE ISSUER'S FUTURE FINANCIAL PERFORMANCE..........................................13-14 1. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS OR SUPPLIERS INCLUDING SUPPLIERS OF RAW MATERIALS OR FINANCING.....................................13 2. EXISTENCE OF PROBABLE GOVERNMENTAL REGULATION...........13 iv 3. MATERIAL TERMS OF AND/OR EXPIRATION OF MATERIAL LABOR CONTRACTS, OR PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS OR ROYALTY AGREEMENTS..............13 4. UNUSUAL COMPETITIVE CONDITIONS IN THE INDUSTRY AND ANTICIPATED RAW MATERIAL OR ENERGY SHORTAGES TO THE EXTENT MANAGEMENT MAY NOT BE ABLE TO SECURE A CONTINUING SOURCE OF SUPPLY..............................14 I. THE ISSUER'S PLAN OF OPERATION FOR THE TWELVE MONTHS FOLLOWING COMMENCEMENT OF THE PROPOSED OFFERING..........................................14 J. PROCEEDS FROM THE OFFERING TO PROJECT CASH REQUIREMENTS AND WHETHER, IN THE NEXT SIX MONTHS, IT WILL BE NECESSARY TO RAISE ADDITIONAL FUNDS...............................................14-15 K. ANY ENGINEERING, MANAGEMENT, OR SIMILAR REPORTS WHICH HAVE BEEN PREPARED OR PROVIDED FOR EXTERNAL USE BY THE ISSUER OR UNDERWRITER OR BY A PRINCIPAL UNDERWRITER..................................15 L. SEGMENT DATA................................................15 v ITEM 5. DESCRIPTION OF PROPERTY....................................16 ITEM 6 . DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES...17-22 A. DIRECTORS...................................................17-18 B. EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES................18 C. FAMILY MEMBERS..............................................19 D. BUSINESS EXPERIENCE.........................................19-22 E. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS....................22 1. BANKRUPTCY OR STATE INSOLVENCY..........................22 2. CRIMINAL PROCEEDINGS....................................22 ITEM 7. REMUNERATION OF DIRECTORS AND OFFICERS.....................22-23 A. ANNUAL REMUNERATION ........................................22 B. PROPOSED REMUNERATION PAYMENTS..............................23 vi ITEM 8. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS...........................................23 A. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.............23 1. BY THE THREE HIGHEST PAID PERSONS WHO ARE OFFICERS AND DIRECTORS OF THE ISSUER...................23 2. ALL OFFICERS AS A GROUP ................................23 3. EACH SHAREHOLDER WHO OWNS MORE THAN 10% OF ANY CLASS OF THE ISSUER'S SECURITIES, INCLUDING THOSE SHARES SUBJECT TO OUTSTANDING OPTIONS......23 B. TABLE OF OWNERSHIP..........................................24 1. PRE-OFFERING SHARES.....................................24(7) 2. CONTROL VOTES...........................................24 3. 10% voting shares.......................................24 C. NON-VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.........25 D. OPTIONS, WARRANTS AND RIGHTS................................25 Footnotes (7) Amended as part of this Amended Offering Circular. vii E. PARENTS OF THE ISSUER, BASIS OF CONTROL, AND PERCENTAGE OF VOTING SECURITIES............................25 1. PARENT..................................................25 2. BASIS OF CONTROL........................................25 3. PERCENTAGE OF OWNERSHIP.................................25 ITEM 9. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS...........................................26-30 BRIEF DESCRIPTION OF ANY TRANSACTIONS DURING THE PREVIOUS TWO YEARS OR ANY PRESENTLY PROPOSED TRANSACTIONS, TO WHICH THE ISSUER OR ANY OF ITS SUBSIDIARIES WAS OR IS TO BE A PART, IN WHICH ANY OF THE FOLLOWING PERSONS HAD OR IS TO HAVE A DIRECT OR INDIRECT MATERIAL MATERIAL INTEREST, NAMING SUCH PERSON AND STATING HIS RELATIONSHIP TO THE ISSUER, THE NATURE OF HIS INTEREST IN THE TRANSACTION, AND, WHERE PRACTICABLE, THE AMOUNT OF SUCH INTEREST..................................................26 A. ANY DIRECTOR OR OFFICER OF THE ISSUER.......................26 viii B. ANY NOMINEE FOR ELECTION AS A DIRECTOR......................26 C. ANY PRINCIPAL SECURITYHOLDER NAMED IN ANSWER TO ITEM 8 A, ABOVE......................................26 D. IF THE ISSUER WAS INCORPORATED OR ORGANIZED WITHIN THE PAST THREE YEARS, ANY PROMOTER OR ISSUER.........................................26 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 ANY PARENT OR SUBSIDIARY OF THE ISSUER....................................27 F. MATERIAL TRANSACTIONS INVOLVING BANK DEPOSITORY OF FUNDS, TRANSFER AGENT REGISTRAR, TRUSTEE UNDER A TRUST INDENTURE, OR SIMILAR SERVICES.........................27-28 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 $50,000.00..............................................28 ix 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.........................28 I. MATERIAL INDIRECT RELATIONSHIPS ............................28-30 1. FROM SUCH PERSON'S POSITION AS A DIRECTOR OF ANOTHER CORPORATION OR ORGANIZATION (OTHER THAN A PARTNERSHIP) WHICH IS A A PARTY TO THE TRANSACTION................................................28 2. FROM THE DIRECT OR INDIRECT OWNERSHIP BY SUCH PERSON AND ALL OTHER PERSONS SPECIFIED HEREIN IN THE AGGREGATE, OF LESS THAN 10 PERCENT OF EQUITY INTEREST IN ANOTHER PERSON (OTHER THAN A PARTNERSHIP) WHICH IS A PARTY TO THE TRANSACTION...........28 x 3 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 TRANSACTION WITH THE ISSUER OR ANY OF ITS SUBSIDIARIES AND THE TRANSACTION IS NOT MATERIAL TO SUCH OTHER PERSON...........29 4. MATERIAL UNDERWRITING DISCOUNTS AND COMMISSIONS UPON THE SALE OF SECURITIES BY THE ISSUER WHERE ANY OF SPECIFIED PERSONS WAS OR IS A CONTROLLING PERSON, OR MEMBER, OF A FIRM WHICH WAS OR IS TO BE A PRINCIPAL UNDERWRITER..............29 5. AS TO ANY TRANSACTION INVOLVING THE PURCHASE OR SALE OF ASSETS BY OR TO ANY ISSUER, OR ANY SUBSIDIARY, OTHERWISE THAN IN THE ORDINARY COURSE OF BUSINESS, xi STATE THE COST OF THE ASSETS TO THE PURCHASER AND, IF ACQUIRED BY THE SELLER WITHIN TWO YEARS PRIOR TO THE TRANSACTION, THE COST THEREOF TO THE SELLER...................................29 6. MATERIAL TRANSACTIONS WHICH INVOLVE REMUNERATION FROM THE ISSUER OR ITS 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 AND IN THE AGGREGATE OF LESS THAN 10 PERCENT OF ANY CLASS OF EQUITY SECURITIES OF ANOTHER CORPORATION FURNISHING SERVICES TO THE ISSUER OR ITS SUBSIDIARIES.................................30 ITEM 10. SECURITIES BEING OFFERED..................................30-32 A. CAPITAL STOCK...............................................30-31 l. TITLE OF CLASS..........................................30 2. DIVIDEND RIGHTS ........................................30 xii 3. VOTING RIGHTS ..........................................30 4. LIQUIDATION RIGHTS......................................31 5. PREEMPTIVE RIGHTS ......................................31 6. CONVERSION RIGHTS ......................................31 7. REDEMPTION PROVISIONS ..................................31 8. SINKING FUND PROVISIONS ................................31 9. LIABILITY TO FURTHER CALLS OR TO ASSESSMENT BY THE ISSUER...................................31 B. DEBT OR SECURITIES BEING OFFERED............................31 C. WARRANTS, RIGHTS, OR CONVERTIBLE SECURITIES.................32 D. BALANCE SHEET...............................................32 E. STATEMENT OF INCOME, CASH FLOWS, AND OTHER STOCKHOLDER EQUITY.......................................32 xiii F. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED OR TO BE ACQUIRED.....................................32 G. PRO FORMA FINANCIAL INFORMATION.............................32-33 CONCLUSION.........................................................34 xiv ITEM 1. SUMMARY INFORMATION, RISK FACTORS, RISK MITIGATION FACTORS, DILUTION AND MATERIAL DISPARITIES A. Summary Information: This Regulation A opportunity is for what is called the 'interconnector' sector of the broadband infrastructure industry. This sector provides the system whereby broadband Internet access service (BIAS) providers, as currently defined by the FCC's new Open Internet rules, sell their retail services to customers. These are companies like Netflix, Hulu, Crackle, YouTube, Apple TV, as well as the traditional content providers, like Comcast and Time Warner Cable. This project is limited to unserved and underserved rural areas of the United States, and provides such 'interconnector' infrastructure for homes, businesses, and rural cities. 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; 3. Zoning issues may delay the start of parts of the project; 4. Attracting broadband providers to a carrier-neutral environment could result in initial limited user expansion; l 5. Local government needs could accelerate adoption, at a short term financial loss; 6. The Company has no operating history; 7. Sales of shares will be restricted in accordance with Regulation A, as amended, effective June 19, 2015; 8. Technology choice: the primary technology choice for this project is white space infrastructure technology. This technology was authorized by the U.S. Federal Communications Commission (FCC), in 2012, and thus, there is limited data on a national rollout of this technology at the present time. This project would be among the first for a consumer-ready rollout of the technology infrastructure; 9. There is an absence of profitable operations in recent periods; 10. There is no current, defined method for determining market price for the service, as the service has, as of yet, not had a commercial rollout; 2 11. the project has not yet been completed and, accordingly; has no operating history. The company, therefore, has no operating history of earnings and its operations will be subject to all of the risks inherent in the establishment of a new business enterprise. Accordingly the success of the business is completely dependent upon financial, business, competitive, regulatory and other general factors affecting the rural broadband interconnector sector in general as well as prevailing economic conditions;(8) 12. although, under Regulation A securities are unrestricted, there is, for this offering, no opportunity to achieve control securities;(9) C. Risk Mitigation Factors: l. 3-day right of withdrawal;(10) 2. required pre-purchase in-person meeting in Washington, D.C. with Issuer's representative, and, upon signing confidentiality statement, additional proprietary project information provided;(11) 3.right of rescission maintained under new JOBS Act rules;(12) Footnotes: (8) See, In Re Donald J. Trump Casino Securities Litigation - Taj Mahal Litigation, 7 F.3d 357 (3rd Cir. 1993) (9) See, Section 3 (b) (2) (C ), SEC Rules, JOBS Act and Rule 405, SEC Rules (10)See,Section 4A (a) (1) G) SEC Rules, JOBS Act (11) All contracts to be concluded only in person with Issuer's representative in Washington, D.C. No sales or solicitations, except consistent with JOBS Act, conducted by any electronic means, or by the U.S. mail, or any other delivery service. (12) See, Section 4A (c) SEC Rules, JOBS Act 3 4. stock class: not restricted; (13) 5. distribution: shares to land in the hands of the investor as of this offering.(14) 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, we found that Florida's formula, as specifically codified, offers the best transparency by which to calculate dilution. 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 Issuer's representative, and its officers and directors, which includes the Issuer's representative, do not anticipate any such material disparity, or discount. Footnotes: (13) See, footnote 5 (14) Thus, no secondary sellers, including underwriters or brokers or dealers, and therefore, no additional fees for this first offering. Subject to change upon amendment of this offering circular upon any new distribution plan, consistent with Regulation A rules governing this offering circular. 4 With respect to promoters and affiliated persons, because this Regulation A offering is based upon new rules, made effective on June 19, 2015, the Issuer's representative was unable to locate any such persons as of the effective offering date of this offering circular, which is also June 19, 2015. This being said, in the event such persons do begin to hold themselves out as promoters or affiliates, and are so qualified, the Issuer intends to utilize the services of such promoters and affiliates and will amend this Offering Circular, as required by the Regulation A rules, as amended, in a timely manner, or with withdraw same and file a new one, consistent with said rules. ITEM 2. PLAN OF DISTRIBUTION - ALL SALES TO LAND IN THE HANDS OF THE INVESTOR A . Underwriters: For this initial filing, there is only a primary distribution, with all shares to land in the hands of the investor directly from the Issuer. There are no underwriters on this offering as of the potential date of first public sale, June 19, 2015. In the event, however, that underwriters do begin to take business under this new, amended Regulation A offering opportunity, the Issuer intends to seek out and retain such for this offering. In that event, and at that time, the Issuer intends to utilize the services of such underwriters and will amend this Offering Circular(15), as required by the Regulation A rules, as amended, in a timely manner, consistent with said rules. Footnotes: (15) Or, if required to, withdraw this one and re-file it with a secondary plan of distribution. 5 B . Discounts and commissions: There are no agreements for discounts and commissions as of the potential date of the first public sale, June 19, 2015, because there have been no promoters, underwriters or affiliates yet retained. In the event, however, that such persons are retained under this new, amended Regulation A offering opportunity, the Issuer intends to allow for such discounts and to pay to such persons such amounts as may be reasonable and allowed by the new rules for Regulation A, as well as by any such voluntary or required groups, organizations or agencies that may provide for regulation and licensing of said persons. In that event, and at that time, the Issuer will amend this Offering Circular, as required by the Regulation A rules, as amended, in a timely manner, or withdraw this one and file a new one, consistent with said rules.(16) C. Plan of distribution: As of the date of the filing of this first Regulation A offering circular for this project, such is limited to primary distribution only, with all shares landing in the hands of the investor directly from the Issuer and the Issuer's representative. As of the potential first offering sale date, and only upon successful upload to the SEC for registration, and if those two are not the same, upon the completion of the latter, there will be no secondary offering agreements, contracts, or any other relations with any persons or companies for other than primary sales. Footnotes: (16) Or, if required to, withdraw this one and re-file it with a secondary plan of distribution. 6 D. No shares offered or sold on account of securities holders: Consistent with Item 2. C, above, all shares will be sold upon issuance only from the Issuer and to land in the hands of the investor. E. No restrictions on amount of funds raised up to Regulation A limit, and therefore, no return of funds issue, no underwriters: 1. no restrictions: all sales are primary in nature, and will land in the hands of the investor directly from the Issuer. There are no arrangements with any persons, by the Issuer, or the Issuer's representative for any return of funds(17), other than those as stated herein with respect to the 3-day right of withdrawal,(18) and except as to the Tier 1 funding cap of $20 million.(19) The existence of the Tier 1 funding cap, however, is not a restriction as to the return of any funds for this offering,(20) as any funds raised,(21) up to and including the funding cap limit, will be used for project implementation; Footnotes: (17) See, Rules 10b-9 [17 CFR 240.10b-9] and 15c2-4 [17 CFR 240.15c2-4] under the Securities Exchange Act of 1934, as made applicable by Form 1-A. (18) See, footnote 8 (19)See, Section II. A. Final Rules, Regulation A, as amended: https://drive.google.com/file/d/0BxfFvX3PZFjzY3M0YjBSRGFRREk/view?usp=sharing (20) See, Section III. 3. a., Id. (21) But see, Section III. 4. for any potential funding restrictions by any individual investors. Id. 7 2. No underwriters: as there are no underwriters, there will be no delay in payments. ITEM 3. USE OF PROCEEDS TO ISSUER A. Intended use of net proceeds: All proceeds will be utilized to effectuate the implementation/install/operational activation of large scale rural broadband inter-connector infrastructure, utilizing, primarily, white space technology, with co-location for backhaul, as well as the integration of streaming video capability. B. Statement as to use of actual proceeds: All proceeds will be utilized to effectuate the implementation/install/operational activation of large scale rural broadband inter-connector infrastructure, utilizing, primarily, white space technology, with co-location for backhaul, as well as the integration of streaming video capability. All funds will be sufficient, consistent with budget scaling of the amount of investments, so as to accomplish project goals. For example, if X amount of funding is achieved, then Y amount, or sections, of a given project area can be fully built out and made operational. C. No other funds to be used: As of the effective date for new Regulation A, June 19, 2015, a JOBS Act sales contract under the Company's Form Reg. D notice filing was in effect, but funds had not yet been received. There are no other funds that would be used in conjunction with any proceeds.(22) Footnotes: (22) Where possible, however, proceeds may be used as collateral for project components, like hardware purchases, and also as security for project lines of credit for such hardware. Among the company goals is the establishment of a good business credit rating, and as such, such funds can, and will, contribute to the achievement of that goal. 8 D. No proceeds to be used to discharge indebtedness: The project carries 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 project, there will be no other use of the proceeds. F. Reservation of right to change use of proceeds: The issuer reserves the right to change the use of proceeds provided that such reservation is due to certain contingencies which are adequately disclosed. For example, the project may require the purchase of small and insignificant tracts of real estate for the purposes of positioning hardware, or structures upon which to mount such hardware. Or, for co-location purposes, the project may require the long-term leasing of space on certain rooftops, again for the purposes of providing relay connector hardware to the project area. In all instances, however, the project plan is to avoid either the purchase of any real estate or the necessity of establishing such rooftop links. In other words, one of the primary project goals is to have access to broadband Internet service utility connections that are a part of the location of the sending radios, or in very close proximity to such. In this manner, significant costs of such real estate and other co-location items may be avoided, and thus, budget kept more efficient. 9 G. Compliance with 17 CFR 230.251(23), as amended: The Issuing company/applicant has no plans and no business plan, or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person. ITEM 4 . DESCRIPTION OF BUSINESS A. Business done and intended to be done: The project has consisted of the origination, organization, design and development of a large-scale rural interconnector infrastructure that will bring Internet service to unserved areas of rural America. Such business has been conducted over a period in excess of five years. The business to be done consists of utilizing the proceeds to implement, fulfill, and make operational, such infrastructure in a defined project area. 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' produced consists of a consumer-ready 'kit' that brings full Internet service to the unserved areas of rural America. The Federal Communications Commission (FCC), for example, has identified 84,000 unserved census blocks in rural America.(24) Footnotes: (23) As amended, effective June 19, 2015. (24) See, www.fcc.gov/encyclopedia/rural-broadband-experiments 10 The 'kit' concept was originated by the parent company(25) in order to create a defined, consumer-ready project plan that can be scaled from a small, to a massive project size, depending on funding. The principal 'service' that would be provided consists of the permanent operation of the 'kit' over the entire rural American landscape.(26) 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: The issuer has made 'public' the 'product' by making JOBS Act, Rule 506 notifications on the Internet. The principal 'service' is identified on the main project website, at www.urbroadband.com. Thus, there are no investment proceeds which would require such new information, and saving, therefore, the proceeds for use in project implementation. 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: The company has spent all of its time during the past six fiscal years on research and development activities. Footnotes: (25) Rural Broadband Company, Inc. (26) A useful analogy is with the earlier implementation of rural electrification in the United States. 11 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: For largely proprietary reasons, the company has avoided such spending, and will continue to avoid such, for those same reasons. Further, both the FCC and th United States Department of Agriculture, among other Federal and State agencies, have extensive public information available on this issue. F. The number of persons employed by the issuer: For purposes of cost control, the Issuer maintains no staff of employees. All persons who are employed on the project are consultants and others with specialized knowledge, who work for themselves, or for outside companies. Further, the project anticipates little employment because most of the work to be performed, in terms of install and the like, must be done by the original equipment manufacturers (OEM), or by contractors employed by them for that purpose. This being said, a staff of customer support personnel, to relay messages for customer issues, will be retained upon funding. Further, a staff of computer-related personnel, for the purposes of media, social media, community outreach and the like will be maintained for the project. 12 G. The material effects that compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, may have upon the capital expenditures, earnings and competitive position of the issuer and its subsidiaries: None. H. Distinctive or special characteristics of the issuer's operation or industry which may have a material impact upon the issuer's future financial performance: 1. dependence on one or a few major customers or suppliers (including suppliers of raw materials or financing): none; 2. existence of probable governmental regulation: the interconnector sector for broadband is not a part of the FCC's recent Open Internet rules. This said, to the extent that broadband Internet access service (BIAS) provider retailers will sell their services on our system, those providers will be regulated by the FCC; 3. material terms of and/or expiration of material labor contracts or patents, trademarks, licenses, franchises, concessions or royalty agreements: none; 13 4. unusual competitive conditions in the industry, cyclicality of the industry and anticipated raw material or energy shortages to the extent management may not be able to secure a continuing source of supply: none. I. The issuer's plan of operation for the twelve months following the commencement of the proposed offering: Proceeds will be utilized, immediately, to achieve full implementation of the projects. All planning is in place, and there is, thus, nothing else to do other than proceed to installation and activation; J. Proceeds from the offering to project cash requirements and whether, in the next six months, it will be necessary to raise additional funds: Proceeds will be utilized in strict accordance with budget calculations and for install and activation. Accordingly, as the budget may be measured by the amount of any proceeds at any one given time, and then the project sector may be scaled accordingly, there would be no need to raise additional funds for that sector. For example, if the project raises an initial $600,000.00, then that amount would go towards the installation of one of the big sending radios, and 80 receiving radios in homes or offices. The only reason that the full 80 may not be installed at the outset would be the result of needing a higher capacity hardware install at the peering point. As these costs are generally known, and may be calculated, in fact, whether such additional capacity will be needed at any given sector would not be known until the install begins. 14 For example, a base station location that otherwise qualifies for the sending radio, on that has height and electricity and is not in an FCC-prohibited flight path, among other factors, may not have an Internet connection, or may have one, but the hardware is not sufficient to be able to handle the bandwidth that is needed. In this scenario, we would look for such a co-location, which would be nearby, and would make contract arrangements to put a sending radio onto that co-location area, to send the signal to the base station, where the 80-account radio will be mounted. All such calculations and variations of this theme have long been worked out, and are overcome at a price/budget point that would allow for the 80 customer accounts to be placed on the big radio. In terms of scaling, thus, if $6,000,000.00 were achieved, for example, the number of pieces of hardware would simply be multiplied to accommodate that funding award, and so forth. K. Any engineering, management or similar reports which have been prepared or provided for external use by the issuer or by a principal underwriter: None. L. Segment Data: None required. 15 ITEM 5. DESCRIPTION OF PROPERTY The location and general character of the principal plants, and other materially important physical properties of the issuer and its subsidiaries. If any such property is not held in fee or is held subject to any major encumbrance, so state and briefly describe how held: To the greatest extent possible, the Issuer seeks to avoid owning any property in fee simple. Such expenses, often promoted by vendors of such components as cell. towers, have resulted, historically, in both unnecessary and unsustainable, and therefore, unprofitable results. By contrast, the projects specifically seek a 'light footprint,' wherever possible, to utilize existing assets of others, in order to create the 'kit' system that is the successful business plan. Put another way, the era of 'cable is coming to my farm any time now,' has largely ended. Further, the era of cell. towers for rural areas, has also largely ended. Those two self-limiting sectors never adjusted their business models to suit the needs of rural America, and have, accordingly, and for good and sound business reasons limited to their narrow function, abandoned the rural sector. This being said, the projects absolutely will rely on both fiber and cell towers as crucial location, or co-location peering points and thus, among the best starting points for any project is the location where the last fiber strand ends, or where the last cell. tower stands. In this regard, the projects will make every effort to avoid the ownership of property, because, those sectors already own their own assets. Where the base stations are needed, long term rental contracts with building owners, or silo owners, or others, will be made. 16 ITEM 6 . DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES A. DIRECTORS Tony Ramos Age: 60 Term of Service in Office: 2 years Procedure for selection: board vote Marc J. Hagemeier, M.A. Age: 52 Term of Service in Office: 2 years Procedure for selection: board vote Eric W. Will, II Age: 67 Term of Service in Office: 2 years Procedure for selection: board vote Harriet W. Grifo Age: 63 Term of Service in Office: 2 years Procedure for selection: board vote 17 Gary Horowitz Age: 63 Term of Service in Office: 2 years Procedure for selection: board vote B. EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES Tony Ramos, President Marc J. Hagemeier, M.A., Vice President Eric W. Will, II, Secretary Harriet W. Grifo, Treasurer Anthony J. Castaldo, IT Architect Rex R. Helwig, Computer management consultant Gary Horowitz, Project Leader & Liaison Mark Bayliss, Broadband infrastructure, broadband Internet access service, streaming video, and FCC consultant 18 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. D. BUSINESS EXPERIENCE Experience and principal occupations, employment and business experience: Tony Ramos Founding concept company and current company president, 2009. Leader. Third generation self-made entrepreneur. Member of the elite professional political sector in Washington, D.C. of originators of Congressional legislation. Veteran 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. 19 Marc J. Hagemeier, M.A. Company pioneer, 2009. Personal wealth member. Entrepreneur. Member of family-controlled conglomerate, of largest roadbed gravel infrastructure company in Germany. Significant advisor on matters of infrastructure and business. Accredited investor. Master of Arts degree. Eric W. Will, II Company pioneer, 2009. Founding member. Self-made entrepreneur. Work history with IBM. Venture capital organizer. Significant advisor on matters of business finance and financing, with a specialty in commercial lease financing. Accredited investor. Harriet W. Grifo Company pioneer, 2011. Rural library director, project liaison and community organizer. Lobbyist for libraries as community anchor institutions for expanded rural broadband. Anthony J. Castaldo Company pioneer, 2009. Designer of 52+ building dark fiber loop infrastructure for large, rural library system. Library computer manager, 20+ years. Technology expertise on infrastructure for our company, including white space technology, broadband service and connectivity, and wireless technology. Major designer of company philanthropy program, Lend-A-Gadget, to place tablets, like iPads, in rural libraries to check out like books. 20 Rex R. Helwig Company pioneer. Founding member, 2009. Project leader and liaison. Computer manager of large rural library system of 30+ buildings. Technology expert with Mr. Castaldo on issues of broadband architecture, broadband service and implementation in rural settings. Gary Horowitz Company pioneer. Founding member, 2009. Leader. Project organizer and liaison, 'My First Car Club' broadband project - Greenfield Park, NY. New York State Police. Volunteer Firefighter. Commissioner, Ellenville Fire District (past Chief & Captain). Director of Personnel and Board Member, Ellenville Rescue Squad. Commissioner, Ulster County Medical Advisory Board. Commissioner, Ulster County Ambulance Association. Commissioner, Ellenville Zoning Board of Appeals. New York State Special Olympics Coordinator. Emergency EMT Instructor, Sullivan (County, NY) Community College. President, Save a Life Training Center. Instructor, New York State Police Academy. A.A. business administration. Mark E. Bayliss Company pioneer, 2010. Personal wealth member. Broadband infrastructure, broadband Internet access service, streaming video, and FCC consultant. Co-owner, rural broadband Internet access service company. Venture capital veteran. Organizer and implementer of streaming video company, 2015, trading on the over-the-counter market. Writer of FCC policy and Executive Orders. FCC Committee member and Chair of FCC Committees. Accredited investor. 21 David J. Karre, M.B.A., M.L.S. Company pioneer. Founding member, 2009. Leader. Former Chief Executive Officer of large, rural library system in New York, 42 libraries. Project organizer and leader for rural city 'sidewalk Internet' company projects. Highly experienced local, State and Federal lobbyist. Veteran fundraiser. Master of Business Administration and Master of Library Science degrees. E. Involvement in certain legal proceedings 1. Bankruptcy or State insolvency: None; 2 . Criminal proceedings: None. ITEM 7 . REMUNERATION OF DIRECTORS AND OFFICERS A. Annual remuneration: None. 22 B. Proposed remuneration payments: Until funding is achieved, the Board has forgone consideration of this issue. As members are financially self-sustaining, the position of the Board has been that the project comes first, and any remuneration later. ITEM 8. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS A. Voting securities and principal holders thereof: 1. by the three highest paid persons who are are officers and directors of the Issuer: as discussed above, there is no current remuneration for any officers and directors; 2. all officers as a group: same as above; 3. each shareholder who owns more than 10% of any class of the issuer's securities, including those shares subject to outstanding options: same as above; 23 B. Table of ownership: 1. Pre-offering shares: Consistent with the Amended Offering Statement(27), which is incorporated by reference into the Amended Offering Circular, those shareholders named therein all own shares in excess of 5% of shares owned before the offering, and will own their same respective percentages, according to the dilution formula, after the offering. Thus, in order to achieve a Regulation A funding offering of $20,000,000.00, the amount of 200,000 shares will be issued, and then an amount that, with the calculation of the dilution formula, will keep those shareholders at the same percentage before this offering. 2. Control votes: There are no persons who hold or share any voting power either pre-offering, or post-offering; 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. Footnotes: (27) This Amended Offering Circular was uploaded onto EDGAR at the same time as the applicant's reply letter to the Commission. 24 C. Non-voting securities and principal holders thereof: All shares are common/voting shares; D. Options, warrants, and rights: None. 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.; 2. Basis of control: majority ownership of shares; 3 . Percentage of shares: 55% 25 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 the issuer 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 interest in the transaction and, where practicable, the amount of such interest: A. Any director or officer of the issuer: with the exception of ownership of shares, and serving as officers and directors, none; B. Any nominee for election as a director: none; C. Any principal securityholder named in answer to Item 8 A., above: none; D. If the issuer was incorporated or organized within the past three years, any promoter of the issuer: The Issuer's representative, Tony Ramos, is also the Issuer of JOBS Act/Rule 506 securities, and notice of same was filed by the uploading of Form Regulation D onto EDGAR upon the opening of that opportunity, in September, 2013; 26 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 any parent or subsidiary of the issuer: none; F. Material transactions involving bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services: Material transactions involving banks include security steps taken by the company with respect to co-signors on the accounts, as well as such steps taken to comply with rights of succession upon the death, disability or illness of one of the signers of the accounts. To this end, the company originated its 'Office of Financial Management,' with the sole purpose of appointing a trusted board member, and person of personal wealth, Marc J. Hagemeier, M.A., as having login, signing, and disbursement authority for the accounts upon such contingency as to any signers. Further, the board passed a resolution as to such transactions, to be implemented by November, 2015, that requires the board to replace the president and the office of the president as a signer on any accounts. This measure was also taken for security purposes, in order to avoid the president being placed in any coercive situations with respect to said accounts. Thus, the only 'transfer agent' would be Mr. Hagemeier. With the exception of the Issuer's representative, Mr. Ramos, there is no 'registrar' for any such material transactions. 27 There is no trustee under a trust indenture, or any other material transactions. There are no further 'similar services.' 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 $50,000: none; 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: none other than as to ownership of the shares and voting rights equal to all shareholders; I. Material indirect relationships: 1. from such person's position as a director of another corporation or organization (other than a partnership) which is a party to the transaction: none; 2. from the direct or indirect ownership by such person and all other persons specified in subparagraphs (1) through (5) above, in the aggregate, of less than a 10 percent equity interest in another person (other than a partnership) which is a party to the transaction: none; 28 3. 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: none; 4. material underwriting discounts and commissions upon the sale of securities by the issuer 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: none, however, as amended Regulation A is a new industry, the Issuer has yet been able to locate any such persons or companies who are taking such business. This said, the Issuer fully intends to engage such persons, once they begin to enter into this sector, and will, therefore, amend this subsection accordingly, or, if required by the rules, withdraw this Regulation A filing and file a new one; 5. as to any transaction involving the purchase or sale of assets by or to any issuer or any subsidiary, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost thereof to the seller: none; 29 6. material transactions which involve remuneration from the issuer or its 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 and 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: none. ITEM 10 . SECURITIES BEING OFFERED A. Capital stock: l. title of class: common; 2. dividend rights: common to all; 3. voting rights: common to all; 30 4. liquidation rights: common to all, subject to JOBS Act SEC rules on one-year resale restriction; 5. preemptive rights: none; 6. conversion rights: subject to JOBS Act SEC rules; 7. redemption provisions: to company treasury only, and only upon approval of the board; 8. sinking fund provisions: none; 9. liability to further calls or to assessment by the issuer: none; B. debt securities are being offered: none; 31 C. warrants, rights, or convertible securities: none; D. Balance sheet: See, Exhibit of Financial Statements as uploaded with this Second Amended Offering Circular; E. Statements of income, cash flows, and other stockholder equity: See, Exhibit of Financial Statements as uploaded with this Second Amended Offering Circular; F. Financial Statements of Businesses Acquired or to be Acquired: not applicable; G. Pro Forma Financial Information: Pursuant to Section 3. c. Part III of Amendments to Regulation A: A Small Entity Compliance Guide, we provide the following additional information for both 2014 and 2015: l. underwriting agreements: none; 2. charter and by-laws: added as an exhibit to the reply to the Commission's letter of August 25, 2015; 3. instrument defining the rights of securityholders: as contained in the charter and bylaws; 32 4. subscription agreement: if by this is meant an exemplar of the contract to purchase shares, then such is attached. If not, then none; 5. voting trust agreement: none; 6. material contracts: none; 7. plan of acquisition: none; 8. reorganization: none; 9. liquidation: none; 10. succession: none; 11. escrow agreements: none; 12. consents: none; 13. opinion regarding legality: to be provided only upon the Commission indicating that no further documents or responses are needed. No attorney will provide such a letter prior to such notice of compliance by the Commission; 14. 'testing the waters' materials: none; 15. appointment of agent for service of process: shown in item # 2, on this list; 16. none other than those provided in the uploads for this non-public review process. 33 CONCLUSION Serious investors should first schedule an appointment with the Issuer's representative, Tony Ramos, at the company's office, in Washington, D.C. Upon any meeting and further inquiry, and signing of a confidentiality statement, further project-specific information may be provided to such investors. Mr. Ramos may be contacted at: 202-321-7969 or at tramos@urbroadband.com Thank you. 34 PART II AND III 5 mhrrbcfinancials.txt FINANCIALS MID-HUDSON REGION RURAL BROADBAND COMPANY, INC. - FINANCIAL STATEMENTS(1) Balance Sheet For the Period 09/24/2014 to 09/24/2015 Assets(2) Current Assets 2014(3) 2015 Cash $1,400.00(4) $50,000.00(5) Accounts receivable 0 0 Inventory(6) 0 0 Prepaid expenses(7) 0 0 Footnotes: (1) Current as of September 24, 2015. (2) The company was formed specifically to comply with JOBS Act requirements for Rule 504, Rule 506 and Regulation A offerings. (3) Although the company was formed in order to comply with JOBS Act rules, which went into effect only in September, 2013, parts of the project areas in the company have been made a part of government procurement opportunity applications since March, 2009, with the beginning of stimulus funding. Thus, the actual project areas within the company have been in active searches for funding for more than six years. (4) From shares purchased by existing shareholder, officer, director and Chief of the Office of Financial Management, Marc J. Hagemeier. (5) The original balance, as of July 21, 2015, as reflected from Mr. Hagemeier's investment as described throughout, was $50,000.00 (6) The company does not sell product, and thus would have no inventory. (7) Prior to the formation of the company, so as to comply with JOBS Act requirements, the project area that encopasses the company's reach, together with other project areas, to include other applicant companies, did achieve significant prepaid expense funding relative to the applications for stimulus funding. All of this funding activity pre-dated JOBS Act, and occurred largely in the years 2009-2010. That original funding allowed for the initial development of the company's project area and initial design. Page 1 2014 2015 Short-term investments 0 0 Total current assets $1,400.00(8) $50,000.00 Fixed (long-term) Assets Long-term investments 0 0 Property, plant & equipment (less accumulated depreciation)(9) 0 0 Intangible assets 0 0 Total fixed assets 0 0 Other Assets Deferred income 0 0 Other 0 0 Total Other Assets 0 0 Footnotes: (8) For 2014 only. (9) The company will make every effort to avoid owning property, such as land sites for cell. towers, or buildings for base stations. Such property has been shown to be of a loss nature for such projects, and, in addition, there is already a well-developed industry for the cellular tower sector that makes the ownership of property for the projects largely unnecessary. Further, plant and equipment, for the most part, will be owned by either the original equipment manufacturer and/or the distributor, and leased to the company. Page 2 2014 2015 Total Assets $1,400.00(10) 0 Liabilities & Owner's Equity Current Liabilities Accounts payable(11) 0 0 Short-term loans 0 0 Income taxes payable 0 0 Accrued salaries & wages 0 Unearned income 0 0(12) Current portion of long-term debt 0 Dilution mathematician 0 Footnotes: (10) For 2014 only. (11) There are no accounts payable by the company. RBC has, however consistent with its corporate structure, expended funds to prepay for certain GIS mapping of one of the project areas of one of the sister companies, STRRBC. Other such development expenses for this project, called 'Hot Bing,' will be ongoing. RBC (12) MHRRBC is in the process of opening a self-directed equity account with its bank, BB&T, to shift unneeded current cash to that account, to purchase securities, and to secure a cash flow securitized line of credit. This account should be opened and funded by November 1, 2015. Page 3 2014 2015 Long-term Liabilities Long-term debt 0 $50,000.00 Deferred income tax 0 0 Other 0 0 Total long-term liabilities 0 $50,000.00 Owner's Equity(13) Owner's investment(14) $1,400.00 $50,000.00(15) Retained earnings 0 0 Other 0 0 Total owner's equity 0 0 Total Liabilities & Owner's Equity 0 $50,000.00 Footnotes: (13) To the extent that this term describes the company. This as opposed to shares owned by individuals. (14) To say again, the project area did benefit from prepaid expense funding that was provided in the beginning years for stimulus funding grant applications. (15) By Mr. Hagemeier. Page 3 Mid-Hudson Region Rural Broadband Company, Inc. Statement of Income For the Period 09/24/2014 to 09/24/2015 Revenues Products Less Returns and Allowances Services Other _____________ Total Revenue 0 _____________ Costs Products Services Other 500 _____________ Total Cost 500 _____________ GROSS PROFIT -500 _____________ Operating Expenses General and Administrative Insurance 283 Non Recurring Payroll Taxes Rent 104.69 Research and Development Salaries and Wages Sales and Marketing Utilities 80 Other 2,560 _____________ Total Operating Expenses 3,027.69 _____________ OPERATING INCOME -3,527.69 _____________ Non-Operating or Other Interest Revenue Interest Expense Gain on Sale of Assets Loss on Sale of Assets Gain from Legal Action Loss from Legal Action Depreciation and Amortization Other Gain Other Loss _____________ Total Non-Operating or Other 0 PRE-TAX INCOME -3,527.69 _____________ Taxes Income Tax Expense _____________ NET INCOME -3,527.69 _____________ Page 4 Mid-Hudson Region Rural Broadband Company, Inc. Statement of Cash Flows For the Period 09/24/2014 to 9/24/2015 Cash Flow from Operating Activities Net Income -3,527.69 Increase in Other Current Assets (50,000) ______________ Cash Provided by/Used in Operating Activities -53,527.69 Cash Flow from Investing Activities ______________ Cash Provided by/Used in Investing Activities 0 Cash Flow from Financing Activities _____________ Cash Provided by Financing Activities ______________ Net Increase in Cash -53,527.69 Beginning Cash Balance 0 ______________ Cash at 09/24/2015 -53,527.69 ______________ PART II AND III 6 mhrrbcsharek.txt SHAREHOLDER'S PURCHASE AGREEMENT TEMPLATE SHARE PURCHASE AGREEMENT MID-HUDSON REGION RURAL BROADBAND COMPANY, INC. 1050 Connecticut Ave., NW 10th floor Washington, DC 20036 202-321-7969 www.urbroadband.com tramos@urbroadband.com ANY SALE SHALL BE VOIDABLE BY THE PURCHASER WITHIN TWO (2) DAYS OF THE CLOSING DATE OF THE SALE. This Share Purchase Agreement, (the Agreement) is made and entered into this ???? day of ???, 2015, as follows: A. THE PARTIES 1. Mid-Hudson Region Rural Broadband Company, Inc., the Seller - PARTY OF THE FIRST PART, and ??????, the Purchaser - PARTY OF THE SECOND PART. B. THE INTENT OF THE PARTIES 2. The Seller is the owner of an aggregate of shares of common voting shares of Mid-Hudson Region Broadband Company, Inc., which are being offered pursuant to an exempt limited offering under amended ( Rule 506 or Regulation A), as amended pursuant to the JOBS Act. 3. The Seller desires to sell shares and the Purchaser desires to purchase the shares from the Seller. C. CONSIDERATION AND PURCHASE 4. IN CONSIDERATION OF and as a condition of the parties entering into this Agreement, and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows: A. Purchase price: the Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest and property of the Seller in the shares for an aggregate purchase price of one dollars ($100.00 U.S.) per share. (the Purchase Price); B. Number of shares to purchase: ??? ; C. Amount due: a fixed sum of $???.00 will be payable upon closing of this Agreement. D. All payments will be in the form of a check, certified check, bank draft, or electronic transfer. D. REPRESENTATIONS AND WARRANTIES 5. Of the Seller: A. The Seller is not bound by any agreements that would prevent any transactions connected with this Agreement; B. The Seller believes that the Purchaser is purchasing the shares for investment purposes; C. The Seller is the owner in clear title of the shares and the shares are free from any lien, encumbrance, security interests, charges, mortgages, pledges or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser ; D. There is no legal suit or action pending by any party, to the knowledge of the Seller, that would materially affect this Agreement. 6. Of the Purchaser: A. The Purchaser will not be recognized as an Issuer, Insider, affiliate or associate of the Corporation, as defined or recognized under applicable securities laws or regulations; B. The Purchaser is purchasing the shares for investment purposes; C. The Purchaser is not bound by any agreements that would prevent any transactions connected with this Agreement; D. There is no legal suit or action pending any party, to the knowledge of the Purchaser, that would materially affect this Agreement. E. CLOSING 7. The Closing (the Closing) of the purchase and sale of the shares will take place on the ??? day of ????, 2015 (the Closing date) at the offices of the Seller in Washington, D.C. only. At Closing, and upon the Purchaser paying the Purchase Price, in full to the Seller, the Seller will deliver to the Purchaser, through its issuing company, eShares, Inc., duly executed electronic certificates of the shares. F. EXPENSES 8. The Seller and the Purchaser agree to pay their own expenses in connection with this Agreement. G. FINDER'S FEES AND COMMISSIONS 9. The Seller and the Purchaser will not pay to any person a finder's fee or commission in connection with this Agreement. H. DIVIDENDS 10. Any dividends of the Seller prior to the Closing Date, shall become the property of the Seller. 11. Any dividends of the Purchaser after the Closing Date, shall become the property of the Purchaser. I. VOTING RIGHTS 12. Any voting rights of the Seller prior to the Closing Date belong to the Seller. 13. Any voting rights of the Purchaser after the Closing Date belong to the Purchaser. J. GOVERNING LAW 14. This contract shall be construed in accordance with the laws and regulations governing securities in the State of (put in state where incorporated). K. MISCELLANEOUS 15. Time is of the essence in this Agreement. 16. This Agreement may be issued in counterparts, and signatures by fax, or as affixed to a pdf., are acceptable to the Seller and to the Purchaser. 17. All warranties of the Seller and the Purchaser shall survive the Closing. 18. This Agreement will not be assigned by either the Seller or the Purchaser without the express written consent of the other. 19. The Seller and the Purchaser agree that, if any part of this Agreement is held invalid, then, to the extent possible under law, the remainder of the Agreement shall remain in full force and effect. 20. The SEC Form Regulation D. for this offering may be viewed on the website of Rural Broadband Company at www.urbroadband.com. 21. This Agreement contains the full Agreement between the parties. L. SIGNATURES IN WITNESS HEREOF, the Seller and the Purchaser have duly affixed their signatures as proof of their acceptance of the terms and conditions of this Agreement: For the Seller: By this writing in red, and by typing my name here: Tony Ramos, I declare this to be my electronic signature, as if I had signed this document with a pen. (15 U.S.C. 96) __________________________________________ Tony Ramos, President, CEO, Board Chair, & Issuer Date: ?????, 2015, at Washington, D.C. For the Purchaser : ___________________________________________ (name) Date: ????????? PART II AND III 7 mhrrbcbylaws.txt BYLAWS, REGISTERED AGENT AND ARTICLES BYLAWS OF MID-HUDSON REGION RURAL BROADBAND COMPANY, INC. FOR THE YEAR - 2014 WITHOUT OBJECTION AFTER SUBMISSION TO THE BOARD, duly organized as of February 28, 2014: 1. Annual Meeting. The meeting of shareholders shall be held each year for the election of directors and for the transaction of any business that may come before the meeting. The Board of Directors shall designate the time and place of meeting. 2. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the chair of the board, the president, the Board of Directors, or at the request of the holders of not less than 1/10 of all outstanding shares of the corporation entitled to vote at that meeting. Page 1 of 8 3. Place of Meeting. The Board of Directors may designate any place, either in or outside the District of Columbia, as the place of meeting for any annual or special meeting of the shareholders. If no designation is made, the place of meeting shall be the Corporation's principal office. 4. Action Without a Meeting. Action required or permitted to be taken at any meetings of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the shareholders of outstanding shares of each voting group entitled to vote on it having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. To be effective the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having direct the number of votes of each voting group entitled to vote, and delivered to the Corporation at its principal office in the District of Columbia, or its principal place of business, or to the corporate secretary or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take corporate action unless, within 60 days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the corporation. Any written consent may be revoked before the date of the Corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the Corporation at its principal office or its principal place of business, or received by the corporate secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within 10 days after obtaining authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters his rights are provided under the articles of incorporation or bylaws, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fare value of their shares on compliance with applicable law. Page 2 of 8 A consent signed as required by this section has the effect of a meeting voting may be described as such in any document. Whenever action is taken as provided in this section, the written consent of the shareholders consenting or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders. 5. Notice of Meeting. Except as provided in the Corporation law of the District of Columbia, written or printed notice stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, or by email, or at the direction of, the president or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, a class of United States mail other than one that may affect its first-class status, for example, priority mail, may be used. If mailed, the notice shall be effective when mailed, even if it is mailed postage prepaid incorrectly addressed to the shareholders address shown in the current record of shareholders of the corporation. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting. 6. Waiver of Notice of Meeting. Whenever any notice is required to be given to any shareholder, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Attendance of the person at a meeting shall constitute a waiver of (a) lack of or defective notice of the meeting, unless the person objects at the beginning of the meeting to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of or defective Page 3 of 8 notice of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented. 7. Fixing of Record Date. In order that the Corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent the corporate action in writing without a meeting, or to demand a special meeting, the Board of Directors may fix in advance, a record date, not more than 70 days before the date of the meeting or any other action. A determination of shareholders of record entitled to notice of, or to vote at, the meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes and new record date, which it must do when the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting If no prior action is required by the board, the record date for determining shareholders entitled to take action without a meeting is to date the first signed written consent is delivered to the Corporation under section 6 of these bylaws. 8. Shareholders' List. After fixing a record date for a meeting of shareholders, the Corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each shareholder. The shareholders' list must be available for inspection by any shareholder for 10 days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar. Any shareholder of the Corporation or the shareholder's agent or attorney is entitled on written demand to inspect the shareholders' list during regular business hours and at the shareholder's expense, during the period in which it is available for inspection. The corporation shall make the shareholders' is list available at the meeting of shareholders, and any shareholder or shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. Page 4 of 8 9. Voting Per Share. Except as otherwise provided in the articles of incorporation or by law, each shareholder is entitled to one vote for each outstanding share held by him, her or it on each matter voted at a shareholders meeting. 10.Voting of Shares. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder or, in the absence of any applicable law, by a person or persons designated by the Board of Directors of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chair of the board, the president, any vice president, the secretary and treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote the shares. Administrators, executors, or guardians, may vote as personal representative or Conservator, either in person or by proxy, without a transfer of such shares into his or her name. The trustee, either in person or by proxy, may vote shares standing in the name of a trustee but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee. Shares held by, or under the control of, a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may vote without the transfer into his or her name. If shares stand of record in the names of two or more persons, whether fiduciaries, members of the partnership, joint tenants, tenants and, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the Corporation is given notice to the contrary, and is furnished with a copy of the instrument or order appointing them or creating a relationship wherein it is so provided, then, with respect to voting, the voting shall have the following effect: (a) if only one of the persons votes, in person or by proxy, that act binds all; (b) if more than one votes, in person or by proxy, the act of the majority so voting binds all; (c) if more than one votes, in person or by proxy, but the voters evenly split on a particular matter, each faction is entitled to vote the share or shares in question proportionately; or (d) if the instrument or order so filed shows that any such tenancy is held in equal interest, a majority or a vote evenly split for purposes hereof shall be a majority or vote evenly split in interest. The principles of Page 5 of 8 this paragraph shall apply, as far as possible, to the execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum. 11.Proxies. Any shareholder of the Corporation, or other person entitled to vote on behalf of a shareholder under these bylaws, or attorney-in-fact for such persons, may vote the shareholder's shares in person or by proxy. Any shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by attorney-in-fact. An electronic transmission shall be deemed a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary of the Corporation, or such other officer or agent authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes revokes the proxy's authority under the appointment. An appointment of a proxy is revocable by the shareholder, unless the appointment form conspicuously states that it is irrevocable, and the appointment is coupled with an interest. 12. Quorum. Shareholders entitled to vote as a separate voting group may take action on the matter at a meeting, only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or bylaws, the majority of the shares entitled to vote on the matter by each voting group, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. Once the shareholder is represented for any purpose at a meeting, he/she/it is deemed present for quorum purposes for the remainder of the meeting, and for any adjournment of that meeting, unless a new record date is, or must be, set for that adjourned meeting. Page 6 of 8 13. Corporate mission to include community anchor institutions that serve vulnerable populations. The Corporation, through its Board, Officers and Shareholders, agrees that making provision for the expansion of voice/data/ streaming video infrastructure and capacity as well as for efforts to expand user adoption rates to rural community anchor institutions that serve vulnerable populations, on a per project basis, furthers the goals of the corporation. 14. Corporate Giving. The Corporation, through its Board, Officers and Shareholders, agrees that, as a further part of its mission, charitable giving, either by in-kind products and services, or by financial contributions to the Future Farmers of America, or its Foundation, Organization, and State and Local Chapters, on a per project basis, furthers the goals of the corporation. 15. Officers and Directors to be held harmless. Any officers, directors and shareholders shall be held harmless from any matters concerning the Corporation, including any monies owed to any of the founders, or to any creditors, or to any persons or corporations for any activities prior to said date. 16. Corporate Mission. The corporate mission is limited to fulfilling the operations of any project that is originated, organized, developed and funded by the parent company, Rural Broadband Company, Inc. 17. Dilution of shares. The following formula shall apply with respect to the dilution of, and therefore that addition of shares to existing shareholders: Dilution, 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 Page 7 of 8 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 UNANIMOUSLY ADOPTED BY THE BOARD ON the 28th day of February, 2013. Certificate of Incorporation Page 8 of 8 PART II AND III 8 mhrrbclegalityopinion.txt LEGALITY OPINION Oluwaseun O. Ajayi, Esquire P.O. Box 100203 Arlington, VA 22210 202-682-1661 o.o.ajayi@outlook.com September 29, 2015 Mid-Hudson Region Rural Broadband Company, Inc. 1050 Connecticut Avenue, N.W. 10th Floor Washington, D.C. 20036 Re: JOBS Act/ Regulation A, as amended Company: Mid-Hudson Region Rural Broadband Company, Inc. Form 1-A - Second Amended Version SEC File No.: 024-10459 Dear Sir or Madam: At your request, I have examined the the online Form 1-A of Mid-Hudson Region Rural Broadband Company, Inc., a New York corporation (the "Company"), together with the documents and exhibits which accompany this letter, to be uploaded on EDGAR on September 30, 2015, in connection with the qualification and offering of up to $20,000,000.00 aggregate principal amount of 200,000 shares of common stock (the "securities") offered by the Company. The securities will be purchased and sold pursuant to a Share Purchase (the "Investor Agreement") and a Form of Shares Purchase Agreement (the "SP Agreement") in the forms set forth as exhibits to the Second Amended Form 1-A. and to be entered into between the Company and each purchaser of the securities ("Purchasers"). In rendering this opinion, I have examined such records and documents as I have deemed necessary in order to render the opinion set forth herein, including the following: (1) The Articles of Incorporation of the Company, filed as an exhibit to the Form 1-A upload; Mid-Hudson Region Rural Broadband Company, Inc. Oluwaseun O. Ajayi, Esquire P.O. Box 100203 Arlington, VA 22210 202-682-1661 o.o.ajayi@outlook.com (2) The Bylaws of the Company, also uploaded with Form 1-A; (3) The Second Amended Offering Statement, the Second Amended Offering Circular, and the exhibits filed as a part thereof or incorporated therein by reference, as amended; (4) Letters of the United States Securities and Exchange Commission ("SEC"), requesting further information, dated July 24, 2015, and August 25, 2015; (5) The Company's responses to the SEC letters; (6) A Certificate of Incorporation issued by the Secretary of State of the State of New York, dated October 1, 2013, stating that the Company is qualified to do business and in good standing in accordance with the laws of the State of New York, along with the Company's 2015 Annual Registration with the Secretary of State of the State of New York confirming that the Company remains in good standing. In reviewing documents for this opinion, I have assumed and express no opinion as to the authenticity and completeness of all documents submitted to me, including the conformity of all copies to the originals, and the legal capacity of all persons or entities executing the documents. Additionally, in rendering the opinions set forth below, I have assumed that: (i) each purchaser of the securities has the legal capacity or power, corporate or other, to enter into and perform all such obligations under the Share Purchase Agreement; (ii) any and all representations of the Company are correct as to questions of fact; (iii) unless otherwise exempt, the securities will be properly qualified in each State in which the securities are to be offered or sold in accordance with the laws and regulations of those states, and; Mid-Hudson Region Rural Broadband Company, Inc. Oluwaseun O. Ajayi, Esquire P.O. Box 100203 Arlington, VA 22210 202-682-1661 o.o.ajayi@outlook.com (iv) the public offer or sale of the securities shall be exempt under Section 3(b) of the Securities Act of 1933 from the registration requirements of the Securities Act. This opinion is qualified by, and is subject to, and I render no opinion with respect to, the following limitations and exceptions to the enforceability of the securities: (a) the effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy, and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether in a proceeding in equity or at law; (c) the effect of laws relating to banking, usury, or permissible rates of interest for loans, forbearances or the use of money; (d) the effect of provisions relating to indemnification, exculpation, or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws, and; (e) the financial condition of the Company. I render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and of the State of New York, and, solely with respect to whether the securities are the valid and binding obligations of the Company, and the existing laws of the State of New York without regard to principles or laws regarding choice of law or conflict of laws. Mid-Hudson Region Rural Broadband Company, Inc. Oluwaseun O. Ajayi, Esquire P.O. Box 100203 Arlington, VA 22210 202-682-1661 o.o.ajayi@outlook.com This opinion is limited to laws, including rules and regulations, in effect on the date of effectiveness of electronic Form 1-A, as well as the documents that are uploaded by the Company in support of such upload as of the date of this letter. I am basing this opinion on my understanding that, prior to issuing any securities, the Company will advise me in writing of the terms thereof and other information material thereto, and will file such supplement or amendment to this opinion, if any, as I may reasonably consider necessary or appropriate with respect to such securities. I, also, assume that the Company will timely file any and all supplements or amendments to Form 1-A, and exhibits as are necessary to comply with applicable laws in effect from time to time; however, I undertake no responsibility to monitor the Company's future compliance with applicable laws, rules, or regulations of the SEC or other governmental body. Based upon the foregoing, I am of the following opinion that: (1) the Company is a corporation validly existing, and in good standing, under the laws of the State of New York; (2) the Company has the power to create the obligation covered by the the uploaded Form 1-A, and the Second Amended Offering Statement the Second Amended Offering Circular, and the exhibits to the upload that accompanies this letter, and has taken the required steps to authorize entering into the obligation covered by Form 1-A and the said documents and exhibits that accompany this letter; (3) the securities have been duly authorized by the Company; and (4) the securities, when paid for by and delivered to the Purchasers in accordance with the terms of the Shares Purchase Agreement, will be valid, binding obligations of the Company in accordance with the terms therein. Mid-Hudson Region Rural Broadband Company, Inc. Oluwaseun O. Ajayi, Esquire P.O. Box 100203 Arlington, VA 22210 202-682-1661 o.o.ajayi@outlook.com This opinion is intended solely for use in connection with the issuance and sale of the securities subject to the Form 1-A and the documents and exhibits uploaded with this letter, and is not to be relied upon for any other purpose. This opinion is based on facts and law existing as of the first date written above and rendered as of such date. Specifically, and without implied limitation, I assume no obligation to advise the Company of any fact, circumstance, event, or change in the law subsequent to the date of effectiveness of the Form 1-A and the documents and exhibits that are uploaded with this letter. Further, I assume no obligation for compliance with any continuing disclosure requirements that may be applicable, or of any facts that may thereafter be brought to my attention, whether or not such occurrence would affect or modify any of the opinions expressed herein. I consent to the use of this opinion as an exhibit to the Amended Form 1-A, and the documents and exhibits thereto, and to all references to me, if any, in the said Form or documents or exhibits constituting a part thereof, and any amendments thereto that were uploaded with this letter. Sincerely yours, Oluwaseun O. Ajayi, Esquire Digital signature Oluwaseun O. Ajayi Oluwaseun O. Ajayi, Esq. P.O. Box 100203, Arlington, VA 22210| 202-682-1661| o.o.ajayi@outlook.com Mid-Hudson Region Rural Broadband Company, Inc. CORRESP 9 filename9.txt 1-A/A LIVE 0001644516 XXXXXXXX 024-10459 false false true Mid-Hudson Broadband Co NY 2013 0001644516 7380 46-3895918 1 9 1050 CONNECTICUT AVE., NW 10TH FLOOR WASHINGTON DC 20036 202-321-7969 Tony Ramos Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 common voting 200000 0 0 0 0 0 0 0 0 0 0 true true false Tier1 Unaudited Equity (common or preferred stock) N N N N N N 200000 99773 100.00 20000000.00 0.00 0.00 0.00 20000000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0.00 false true DC DC false Mid-Hudson Region Rural Broadband Company, Inc. common/voting 588238 0 58823 to shareholders for services. For the full list of shareholders and an explanation of services, please see pp. 14-23 of the Second Amended Offering Statement that has been uploaded this day with this Form 1-A. Regulation A, as amended