Explanatory Note

 

XCraft Enterprises, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.1.

 

 

Part III

 

EXHIBITS

 

 

1.0	Posting Agreement with StartEngine Crowdfunding, Inc.*
2.1	Certificate of Incorporation*
2.2	Amended and Restated Certificate of Incorporation*
2.3	Bylaws*
3.1	Form of Warrant**
4.1	Form of Subscription Agreement*
6.1	StartEngine Secure Services Agreement*
6.2	Services Agreement with StartEngine Crowdfunding, Inc.*
6.3	Employment Agreement with JD Claridge*
8.1	Escrow Services Agreements*
11.1	Consent of BAS Partners***
12.1	Opinion of Alliance Legal Partners, Inc.****

 

*Filed as an exhibit to the XCraft Enterprises, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11281) and incorporated herein by reference. Available at,  https://www.sec.gov/Archives/edgar/data/1670450/000144586620001044/xcrft_1a.htm.

 

**Filed as an exhibit to the XCraft Enterprises, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11281) and incorporated herein by reference. Available at,  https://www.sec.gov/Archives/edgar/data/1670450/000144586620001349/0001445866-20-001349-index.htm.

  

***Filed as an exhibit to the XCraft Enterprises, Inc. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11281) and incorporated herein by reference. Available at,  https://www.sec.gov/Archives/edgar/data/1670450/000144586620001569/xcrft_ex11z1.htm./

 

 

**** Filed herewith.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho, on November 3, 2020.

 

XCRAFT ENTERPRISES, INC.

 

 

 

Dated: November 3, 2020	By:	/s/ JD Claridge
		Title:	Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 

Dated: November 3, 2020	By:	/s/ Ben Toews
		Ben Toews, Director

 

 

Exhibit 12.1

 

November 3, 2020

 

XCRAFT ENTERPRISES, INC.

To the Board of Directors:

We are acting as counsel to XCraft Enterprises, Inc., a Delaware corporation (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 895,140 shares of Class B Common Stock, at a price of $8.0937 per share, plus up to 134,271 bonus shares that may be issued to certain investors.

In connection with the opinion contained herein, we have examined the offering statement, the certificate of incorporation and bylaws, as well as all other documents necessary to render an opinion.  In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the common stock being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

/s/ Alliance Legal Partners

 

By Jeffrey S. Marks, President