0002104873-26-000006.txt : 20260116
0002104873-26-000006.hdr.sgml : 20260116
20260116155822
ACCESSION NUMBER: 0002104873-26-000006
CONFORMED SUBMISSION TYPE: 1-A/A
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20260116
DATE AS OF CHANGE: 20260116
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tampa Twenty Leasing, Inc.
CENTRAL INDEX KEY: 0002104873
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
ORGANIZATION NAME: 07 Trade & Services
EIN: 413287043
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 1-A/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 024-12701
FILM NUMBER: 26539328
BUSINESS ADDRESS:
STREET 1: 2436 NORTH FEDERAL HIGHWAY
STREET 2: UNIT 276
CITY: LIGHTHOUSE POINT
STATE: FL
ZIP: 33432
BUSINESS PHONE: 9548566659
MAIL ADDRESS:
STREET 1: 2436 NORTH FEDERAL HIGHWAY
STREET 2: UNIT 276
CITY: LIGHTHOUSE POINT
STATE: FL
ZIP: 33432
1-A/A
1
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Tampa Twenty Leasing, Inc.
FL
2025
0002104873
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41-3287043
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150 EAST PALMETTO PARK RD SUITE 800
BOCA RATON
FL
33432
8774368739
Stephen Watkins
Other
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PART II AND III
2
tpa20_leasing_fileable_TXTv3.txt
TXT
Boar
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
Tampa Twenty Leasing, Inc.
150 East Palmetto Park Rd, Boca Raton, FL 33432
Mailing Address: 2436 North Federal Highway, Lighthouse Point FL, 33064
Telephone: 877-436-8739
Tampa Twenty Leasing, Inc
Maximum combined offering of $19,999,999 consisting of Common Stock [19,999,999]
Tampa Twenty Leasing, Inc is offering a maximum of 19,999,999 dollars of Common
Stock on a no minimum best-efforts basis. The offering will end on the earlier
of twelve months from the date the Offering Circular is qualified by the
Securities and Exchange Commission or the date when all shares have been sold.
The total raise will not exceed $19,999,999. Tampa Twenty Leasing, Inc is a
private leasing company that deploys capital into selected Tampa area
businesses. The Company leases capital to these businesses under individually
structured agreements, and each business repays the Tampa Twenty based on its
actual commercial performance. This offering is being made directly by the
Company and may elect to use of an underwriter or broker dealer. The Company
does not expect to pay sales commissions to third parties unless it elects the
broker dealer sales route. This is a Tier 1 Regulation A offering. Upon SEC
qualification and subsequent sale, all securities will be issued through the
Company's transfer agent, anticipated to be Pacific Stock Transfer, although not
engaged as/of this filing, and recorded on the Company's books as freely
tradable under federal law, subject to state laws.
The Company's mission is to operate as a leasing company that provides capital
to qualified private businesses in the Tampa region. The Company enters into
straightforward lease agreements in which capital is utilized to acquire assets
of a business, which are then leased back to the business pursuant to lease
agreements under which lease payments are determined based on the higher of (i)
a fixed contractual payment amount or (ii) a formula based on a specified
percentage of the lessee's revenue, as agreed between the Company, as lessor,
and the lessee. This structure shall be utilized across various companies in the
region maintaining a similar economic lease agreement while maintaining a
diversified basket of leases on both a sector and industry basis across the
geographic sector with established Tampa companies. By working only with
businesses that are already operating and capable of supporting lease payments,
the Tampa Twenty reduces development risk while supporting local commercial
growth. Each lease is designed to produce positive cash flow for the Company and
provide potential tax advantages based on the specific terms of the lease.
This Offering is being conducted on a "best efforts" basis, with no minimum. The
following illustrates certain important information regarding the sale of this
Offering.
Footnotes to table:
Best Efforts Offering; Possible Brokerage Fees
The Company is offering the Shares in this public Regulation A offering on a
"best efforts" basis. The Company may offer and sell the Shares directly through
its officers and directors, who will not receive any underwriting discounts or
selling commissions for such sales, but may be reimbursed for reasonable out of
pocket expenses incurred, if any. In addition, the Company may engage one or
more brokers, dealers, or other selling agents to assist in the sale of the
Shares, in which case brokerage fees, commissions, or similar compensation may
be payable. Any such brokerage fees or commissions, if incurred, are expected to
be no more than $1,999,999 in the aggregate if all Shares offered hereby are
sold, and may be less.
Use of Proceeds; Expenses and Net Proceeds
If the Offering is consummated and all Shares offered hereby are sold at a price
of $1.00 per Share, the gross proceeds to the Company would be $19,999,999
before expenses. The Company estimates that total offering expenses, excluding
any brokerage fees or commissions, will not exceed $50,000, including, but not
limited to, legal, accounting, filing, printing, and other miscellaneous
offering related expenses. Brokerage fees or commissions, if any, are expected
to be no more than $1,999,999 in the aggregate if all Shares are sold, but may
be less. Accordingly, the net proceeds to the Company from this Offering,
assuming the sale of all Shares, are expected to be no more than approximately
$17,950,000, and may be greater depending on the actual amount of brokerage
fees, commissions, and offering expenses incurred. Notwithstanding the
foregoing, the Company can provide no assurance as to the total number of Shares
that may be sold or the actual amount of expenses or brokerage fees incurred.
Potential Leverage of Net Proceeds
The Company reserves the right, but not the obligation, to use the net proceeds
of this Offering as equity capital to obtain additional financing, including
debt or other credit facilities. If such financing is obtained, the Company may
be able to deploy an amount of capital greater than the net proceeds raised in
this Offering, potentially allowing the Company to deploy up to approximately
two dollars of total capital for each dollar of net proceeds raised. There can
be no assurance that any such financing will be available on acceptable terms,
or at all.
For further information about the Stock being sold in this Offering please see
the section named The Offering on page 3 below and the section named Terms of
the Offering on page 10 below.
This Offering is made pursuant to Tier 1 of Regulation A+ of the Securities Act
of 1933.
This Offering is a highly speculative investment and involves a high degree of
risk. As a result, this Offering should only be considered by persons who can
afford to lose their entire investment.
FOR MORE INFORMATION ABOUT THE RISKS ASSOCIATED WITH THIS OFFERING, PLEASE
REVIEW THE "RISK FACTORS" ON PAGES 3 THROUGH 6 OF BELOW.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE
MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFEREED OR THE TERMS OF THE
OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING
CIRCULAR OR OTHER SOLICITATION MATERIALS. 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 ARE EXEMPT
FROM REGISTRATION.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"),
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Proceeds from the Offering shall be released to the Company when received and no
escrow shall be created for this offering. The Company will pay all of the
expenses of the Offering.
THIS OFFERING CIRCULAR FOLLOWS THE OFFERING CIRCULAR FORMAT DESCRIBED IN PART II
OF SEC FORM 1-A.
The estimated offering expenses of $50,000 include printing and copying costs of
$3,000, legal fees of $40,000, accounting fees of $5,000, transfer agent fees of
$1,000 and miscellaneous costs and expenses, including potential travel and
entertainment expense for potential investor meetings. All of these expenses are
estimates only and the actual offering expenses may be higher or lower than
anticipated.
Once a subscriber's subscription agreement has been received by the Company, it
may not be revoked. All proceeds from the sale will be immediately provided to
the Company.
ALL FUNDS SHALL BE RELEASED TO THE COMPANY AS THIS OFFERING IS SOLD. NO MINIMUM
AMOUNT MUST BE RAISED BEFORE THE OFFERING IS CLOSED. THE PRINCIPAL PURPOSE OF
THIS OFFERING IS TO FUND the Company's leasing activities.
Possible subscribers should only rely on the information contained in this
Offering Circular when making a decision to purchase the Shares. No one else is
authorized to provide possible subscribers with different information. The
Company is not offering to sell nor soliciting an offer to buy the Shares in any
state or to any person where the offer or solicitation is prohibited.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR
AS LEGAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS,
HER OR ITS OWN ATTORNEY, BUSINESS ADVISER AND TAX ADVISER AS TO LEGAL, BUSINESS,
TAX AND RELATED MATTERS CONCERNING THE SHARES.
ITEM 2. TABLE OF CONTENTS
This summary highlights information contained elsewhere in this Offering
Circular and is qualified in its entirety by the more detailed information and
financial statements appearing elsewhere or incorporated by reference in this
Offering Circular. This summary does not contain all of the information that you
should consider before deciding to invest in our securities. You should read
this entire Offering Circular carefully, including the "Risk Factors" section,
our historical consolidated financial statements and the notes thereto, and
unaudited pro forma financial information, each included elsewhere in this
Offering Circular. Unless the context requires otherwise, references in this
Offering Circular to "the Company," "we," "us" and "our" refer to Tampa Twenty
Leasing, Inc.
SUMMARY
This summary highlights information contained elsewhere in this offering
circular. This summary does not contain all of the information that you should
consider before deciding whether to invest in Shares or Common Stock of the
Company. You should carefully read this entire offering circular, including the
information under the heading "Risk Factors" and all information included in
this offering circular.
Issuer.
Tampa Twenty Leasing, Inc incorporated in Florida in December, 2025. Our
principal executive offices are located at 2436 North Federal Highway,
Lighthouse Point FL, 33064.
As of the date of this Offering Circular, the Company anticipates entering into
an initial group of leasing arrangements with operating businesses that have
completed, or are in the process of completing, a validation or proof of use
period with respect to the leasable assets. Based on information provided by
prospective lessees and subject to third party review where applicable,
historical or projected cash flows attributable to comparable licensing or
leasing arrangements have varied widely depending on the nature of the leasable
assets, the scope of rights granted, and the operating performance of the
lessee. For illustration purposes only, arrangements reviewed to date have
reflected annual contractual payment levels within a broad range, although
actual results may be higher or lower, and there can be no assurance that any
particular lease will generate similar outcomes.
To execute its near term leasing pipeline, the Company expects to require
substantial capital to acquire, develop, or secure additional leasable assets
and to enter into multiple leasing arrangements. Total capital requirements will
depend on the number and size of leasing opportunities pursued, the nature of
the leasable assets involved, prevailing market conditions, and the timing of
execution. The Company does not commit to deploying a specific amount of capital
within any defined period, and the pace of entering into leases will depend on
the availability of capital, satisfactory diligence, and acceptable contractual
terms.
The Company has entered into preliminary framework discussions with multiple
independent operating businesses regarding the leasing of defined leasable asset
rights. Under these arrangements, and subject to the execution of definitive
agreements, the Company intends to lease leasable assets to operating companies
in exchange for fixed or formula based contractual payments over agreed upon
terms. Lease pricing is expected to be based on factors including the utility of
the leasable assets to the lessee, anticipated economic benefit, and market
comparables, though actual terms will vary by transaction.
The scope of leasable assets, duration of lease terms, and payment structures
may change as opportunities are evaluated and market conditions evolve. The
Company may adjust the structure of individual leases, substitute or modify
licensed assets, or alter timing to optimize contractual cash flows. Additional
details regarding the Company's leasing model and evaluation process are
provided under "Business" and "Management's Discussion and Analysis," and the
expected allocation of proceeds is described under "Use of Proceeds."
The Company currently maintains contractual or prospective relationships with
multiple independent operating businesses that may serve as lessees of leasable
assets. The Company reserves the right to add or remove counterparties and to
modify the scope of leased leasable assets where such changes are expected to
enhance contractual performance and shareholder value.
The Company is an "emerging growth company," as defined in the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act". and, for so long as we are an
emerging growth company, are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public
companies that are not emerging growth companies. These include, but are not
limited to:
The Company is an 'emerging growth company' as defined under the JOBS Act. We
qualify for and intend to take advantage of the reduced disclosure and
compliance requirements available to emerging growth companies, until such time
as we no longer qualify under applicable SEC rules.
In addition, Section 107 of the JOBS Act provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for
complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until
those standards would otherwise apply to public companies.
The Company is offering Common Stock in a Regulation A offering for a period of
12 months, with an option to extend the offering by an additional 90 days at the
Company's discretion. The offering will remain open until the earlier of (i) the
sale of the maximum number of shares offered, or (ii) the expiration of the
offering period, including any extension.
The Entrex Holding Company, a private entity that licenses intellectual
property, currently owns approximately 51% of the Company's outstanding Common
Stock and is a controlling stockholder.
REGULATION A+
We are offering our Shares and Shares pursuant to recently adopted rules by the
SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS
Act. These offering rules are often referred to as "Regulation A+." We are
relying upon "Tier 1" of Regulation A+, which allows us to offer of up to $20
million in a 12-month period.
In addition to qualifying a Regulation A offering with the SEC, we must register
or qualify the Tier 1 offering in any state in which we seek to offer or sell
securities pursuant to Regulation A.
THE OFFERING
RISK FACTORS
This offering is being made pursuant to Regulation A under the Securities Act of
1933, as amended. This offering is not registered under the Securities Act, nor
is it required to be. Potential investors should carefully read this offering
circular before making any investment decision. The securities described herein
are not FDIC-insured, and investors should be prepared to lose their entire
investment.
Investing in our Shares involves a high degree of risk. You should carefully
consider each of the following risks, together with all other information set
forth or incorporated by reference in this Offering Circular, including, but not
limited to, the consolidated financial statements and the related notes, before
making a decision to buy our securities. If any of the following risks actually
occur, our business could be harmed.
RISK FACTORS REGARDING OUR COMPANY AND BUSINESS
Investments in our securities are speculative and involve a high degree of risk.
An investment in the Company involves a high degree of risk and is suitable only
for investors who can bear the loss of their entire investment. The Company is
an early-stage leasing business that intends to enter leasable assets leasing
arrangements with operating businesses, primarily located in Florida. Our
results will depend on many factors, including our ability to identify suitable
counterparties, negotiate enforceable lease terms, and collect contractual
payments over time. We may depend on a limited number of lessees, vendors,
advisors, or key personnel, and the loss of any such relationship could
materially harm our operations. Demand for leasing arrangements may be affected
by local and regional economic conditions, changes in interest rates, and the
financial performance of potential lessees. We may also face competition from
larger and better capitalized firms that can offer more attractive terms or have
deeper relationships in the Florida business community. In addition, there may
be no established public trading market for the Shares, and if a market
develops, it may be illiquid and subject to volatility, which could limit an
investor's ability to sell Shares at a favorable price or at all. We may face
litigation risk, contractual disputes, leasable assets related claims, and
evolving regulatory and compliance obligations, any of which could materially
and adversely affect our business, financial condition, and results of
operations.
The Company has limited operating history.
The Company was recently formed and has limited operating history in its current
line of business. Tampa Twenty Leasing, Inc is in the early stages of
implementing its business plan to lease defined leasable assets to operating
businesses, primarily in Florida. As a result, there is limited historical
financial information upon which investors may evaluate the Company's
performance or prospects. The Company has not yet generated material revenues
from leasing activities and there can be no assurance that it will successfully
execute its business model or achieve profitability.
The likelihood of the Company's success must be considered considering the
risks, uncertainties, expenses, and delays frequently encountered by early-stage
companies, including the need to establish operating processes, source and
evaluate leasing opportunities, negotiate and enforce contractual arrangements,
and manage ongoing compliance and administrative obligations as a Regulation A
issuer. If the Company is unable to successfully implement its business plan,
its operations, financial condition, and prospects could be materially and
adversely affected.
We are an early stage company and may be adversely affected by business,
execution, and regulatory challenges.
The Company is in the early stages of implementing its business plan and is
building processes to source, evaluate, structure, document, and manage leasing
and licensing arrangements. Execution risk is significant. We may experience
delays in identifying suitable leasable assets, negotiating acceptable terms,
completing diligence, or finalizing definitive agreements. We also expect to
incur ongoing costs for legal, accounting, compliance, and administration in
connection with this offering and ongoing reporting obligations. These costs may
be significant relative to our current resources and may require us to raise
additional capital sooner than anticipated.
The Company may need additional capital, which may not be available.
We expect to require additional capital to pursue our business objectives and
fund ongoing operations, including due diligence, legal and documentation costs,
costs associated with entering into, maintaining, or expanding leasing
arrangements for leasable assets, and working capital. Our ability to obtain
additional financing will depend on market conditions, investor sentiment, our
financial condition, and other factors at the time financing is sought. There
can be no assurance that such financing will be available on favorable terms, or
at all. If the Company is unable to secure adequate capital, it may be required
to delay, reduce, restructure, or abandon portions of its leasing activities and
broader business plan.
The issuance of additional equity securities in this offering and in the future
will dilute the ownership of existing stockholders.
We are conducting this offering by issuing additional securities. The issuance
of new securities will dilute the percentage ownership of existing investors and
may adversely affect the value of their investment. Future issuances, whether in
subsequent offerings, private placements, or other transactions, could further
dilute investors, potentially substantially, and could occur at prices that are
unfavorable to existing investors.
We are dependent on the sale of our securities to fund our operations and will
remain so until we generate sufficient revenues to pay for our operating costs:
Our operations are not yet self-sustaining. We expect to rely on proceeds from
this offering and potentially future offerings to finance operations unless and
until we generate sufficient revenues to cover ongoing expenses. There is no
assurance that we will be able to raise sufficient funds or that our leasing and
licensing activities will generate revenues on a timeline that supports our
operating needs. If we cannot generate sufficient funds from equity sales or
revenues, we may be forced to curtail or cease operations.
The Company's management has broad discretion in how the Company use the net
proceeds of an offering.
Management will have broad discretion to determine the allocation of net
proceeds among prospective opportunities pertaining to leasing activities,
professional fees, and other operating needs. Investors will have limited
ability to influence these decisions. There can be no assurance that
management's application of proceeds will produce positive returns or achieve
stated objectives.
The Company may not be able to manage its potential growth.
If we are successful in entering into multiple leasing arrangements, we may
experience growth that places significant demands on management, internal
processes, and administrative infrastructure. We may need to implement
additional systems, procedures, and controls and hire additional personnel. If
our personnel, systems, or processes are inadequate, our business, financial
condition, and results of operations could be materially and adversely affected.
The Company faces significant competition in the industry.
We may compete with financial institutions, specialty finance companies, leasing
companies, investment funds, and other capital providers or intermediaries, some
of which may have greater financial resources, longer operating histories, more
established relationships, and greater bargaining power than we do. Such
competitors may be able to offer more favorable terms, execute transactions more
quickly, or better withstand market volatility or losses, which could reduce the
number of leasing opportunities available to us or adversely affect our expected
returns.
The Company relies on partners and related entities.
Our model may require reliance on third parties such as attorneys, accountants,
valuation professionals, diligence providers, technology vendors, and other
advisors to evaluate leasable asset agreements, structure arrangements, document
transactions, and administer ongoing reporting and compliance. If any of these
parties fail to perform, perform inadequately, or become unavailable, we may
face delays, increased costs, or compliance failures that could materially and
adversely affect our business.
The Company's operations are subject to the risks inherent in the establishment
of a new business enterprise.
As a new enterprise, we face many risks encountered by early stage companies,
including the need to secure sufficient capital, effectively implement our
business plan, establish reliable counterparties, and develop operational
capabilities. Any setbacks in execution, including an inability to enter into
leases on acceptable terms or to collect payments when due, could materially
affect our ability to grow and sustain the business.
Our success depends on market acceptance of our leasing model and on the
performance and financial condition of our lessees.
Our strategy depends on identifying operating businesses that are willing and
able to enter into leasing or licensing arrangements for leasable assets and to
make contractual payments over time. There is no assurance that prospective
lessees will view our model as attractive or that we will be able to negotiate
terms that produce the results we expect. In addition, a lessee's ability to
perform may be affected by its management, competitive position, access to
capital, and broader economic conditions. A lessee's underperformance, liquidity
issues, or bankruptcy could reduce or eliminate contractual payments to us.
Our revenues and financial performance will depend on the enforceability and
collection of contractual payments.
Our ability to generate revenue depends on lessees making payments under leasing
and licensing agreements. These agreements may be subject to disputes,
interpretation issues, renegotiations, claims of misrepresentation, or
termination rights. Even where we have legal remedies, collecting amounts due
may be time consuming and expensive and may require litigation or arbitration.
Any material nonpayment, delay in payment, or dispute could adversely affect our
cash flows and financial condition.
Our business depends heavily on our officers and directors.
Our ability to execute our business plan depends on the continued service of our
executive officers and other key personnel. Because we have limited management
depth, the loss of one or more key individuals could disrupt our operations and
harm our prospects. We may be unable to retain or replace key personnel on
acceptable terms.
Our officers and directors may have conflicts of interest.
Some of our officers, directors, and affiliates may have relationships with
other businesses or financial interests that could create conflicts in
evaluating opportunities, selecting counterparties, negotiating terms, or
allocating time and resources. Conflicts may also arise in connection with
related party transactions. These conflicts could influence decision making and
could result in terms that are less favorable to the Company than could be
obtained from unaffiliated third parties.
If we are unable to retain the members of our management team or attract and
retain qualified management team members in the future, our business and growth
could suffer.
We may need to hire additional personnel with experience in evaluating
agreements, leasing, compliance, finance, and operations. Competition for
qualified personnel is significant and we may be unable to identify, attract, or
retain the talent we need on acceptable terms. Failure to build a capable team
could limit our ability to scale and execute.
Our management has broad discretion and authority to manage the business and
modify policies and strategies without prior notice or stockholder approval.
Management will have broad discretion to determine the allocation of net
proceeds among prospective leasing opportunities, evaluating leasing activities,
professional fees, and other operating needs. Investors will have limited
ability to influence these decisions. There can be no assurance that
management's application of proceeds will produce positive returns or achieve
stated objectives.
Our operating results may continue to be adversely affected as a result of
unfavorable market, economic, social, political and regulatory conditions.
Our results may be affected by factors such as economic slowdown, higher
interest rates, reduced availability of capital, and changes in business
confidence, particularly in Florida markets. These conditions could reduce the
willingness or ability of operating businesses to enter into leasing
arrangements, increase payment defaults, reduce renewal activity, and increase
our cost of capital.
There is substantial doubt about our ability to continue as a going concern.
Because our operations are not yet self-sustaining, we depend on raising
additional capital to fund our activities. If we cannot secure sufficient
financing or generate adequate revenues, we may be forced to curtail or cease
operations, and investors could lose their entire investment.
Our business could be materially harmed if we rely too heavily on a limited
number of customers, suppliers, or developer partners.
Our business could be materially harmed if we rely too heavily on a limited
number of customers, suppliers, or developer partners. The loss of, or
disruption with, any single key relationship could adversely affect our
operations and financial results.
Our business depends in part on our reputation with regulators, investors, and
the public, and negative publicity could materially reduce market acceptance and
investor confidence.
To the extent insiders own or control a substantial portion of the Company's
outstanding securities, they may exert significant influence over matters
requiring investor approval. This concentration of control may reduce the
ability of minority investors to influence corporate decisions and could delay
or prevent a change in control.
Our officers, directors, and significant stockholders may exert significant
influence over corporate matters, which could reduce the ability of minority
investors to affect decisions.
To the extent insiders own or control a substantial portion of the Company's
outstanding securities, they may exert significant influence over matters
requiring investor approval. This concentration of control may reduce the
ability of minority investors to influence corporate decisions and could delay
or prevent a change in control.
The offering price of our shares has been determined by management and may not
reflect the fair market value of the securities.
The offering price has been determined by management and does not necessarily
reflect the fair market value of the securities. There is no assurance that
investors will be able to resell their securities at or above the offering price
or realize any return on their investment.
There may be no public trading market for the securities and any market that
develops may be illiquid.
There may be no established public trading market for the securities. Even if a
market develops, it may be limited, illiquid, and volatile. As a result,
investors may be unable to sell their securities at a desired time or price, or
at all.
Licensed Intellectual Property
The Entrex Holding Company, a private entity that licenses intellectual
property, currently owns approximately 51% of the company and has licensed
various intellectual properties to the Company. Such properties may not
suffice to operate the company's business and therefore may not justify the
equity stake initially provided but contractually unable to remove. As such
the Company may have to find alternative Leasing intellectual properties at
costs which are undeterminable.
Cybersecurity, data protection, and technology risks could materially harm our
business.
Depending on the nature and scale of our leasing activities, we rely on
technology systems and third party service providers to store and process
information, manage leasing and contractual arrangements, administer payments,
perform diligence, and support our operations. In the course of these
activities, we may handle confidential or sensitive information relating to
counterparties, transactions, or investors. Cybersecurity incidents, data
breaches, system outages, technology failures, or misuse of information could
result in operational disruptions, regulatory scrutiny, liability, reputational
harm, and increased costs, any of which could materially and adversely affect
our business, financial condition, and results of operations.
RISKS RELATED TO THIS OFFERING
Risks Related to Organization and Structure under Tier 1 of Regulation A+.
There is no minimum capitalization required in this offering.
We are offering Shares on a best efforts basis with no minimum offering amount.
We cannot assure you that all, or a significant number, of the Shares will be
sold in this offering. Investors' subscription funds will be available for our
use after subscriptions are accepted, and we may use proceeds as determined by
management. No refunds will be given if an insufficient amount is raised to
enable us to execute our business plan.
If we raise less than the maximum offering amount, we may not have sufficient
capital to meet our operating requirements or to implement our planned leasing
activities, including identifying opportunities, completing diligence, entering
into definitive leasing arrangements, and supporting ongoing operations and
compliance. We cannot assure you that we will be able to obtain additional
financing from any source, or that such financing will be available on terms
acceptable to us, or at all. Under these circumstances, investors could lose
their entire investment.
In addition, investors who subscribe earlier in the offering may assume greater
risk than investors who subscribe later, because earlier investors will commit
capital before the Company's total level of proceeds from this offering is
known.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements under the "Summary," "Risk Factors,"
"Business," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and in other sections of this Offering Circular. In some
cases, you can identify these statements by forward-looking words such as "may,"
"might," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," and the negative of these terms and other
comparable terminology. These forward-looking statements, which are subject to
known and unknown risks, uncertainties and assumptions about us, may include
projections of our future financial performance based on our growth strategies
and anticipated trends in our business. These statements are only predictions
based on our current expectations and projections about future events. There are
important factors that could cause our actual results, level of activity,
performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the forward-
looking statements. In particular, you should consider the numerous risks and
uncertainties described under "Risk Factors.
While we believe we have identified material risks, these risks and
uncertainties are not exhaustive. Other sections of this Offering Circular
describe additional factors that could adversely impact our business and
financial performance. Moreover, we operate in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time to time, and
it is not possible to predict all risks and uncertainties, nor can we assess the
impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, level of activity,
performance, or achievements. Moreover, neither we nor any other person assumes
responsibility for the accuracy or completeness of any of these forward-looking
statements. You should not rely upon forward-looking statements as predictions
of future events. We are under no duty to update any of these forward-looking
statements after the date of this Offering Circular to conform our prior
statements to actual results or revised expectations, and we do not intend to do
so.
Forward-looking statements include, but are not limited to, statements about:
We caution you not to place undue reliance on the forward-looking statements,
which speak only as of the date of this Offering Circular.
DILUTION
Because the Company is newly formed and has not previously issued equity to
third party investors, purchasers of Shares in this offering will be the
Company's first third party equity holders. The Company's founders or initial
shareholders, if any, may have acquired their interests for nominal
consideration or in exchange for organizational or other services and will
therefore have a significantly lower effective cash cost per share than the
price paid by purchasers in this offering.
Purchasers of Common Stock in this offering will pay a price of $1.00per share.
This price may significantly exceed the Company's historical net tangible book
value per share prior to the offering. As a result, purchasers may experience
immediate dilution in the value of their investment, which represents the
difference between the offering price per share and the pro forma net tangible
book value per share after giving effect to the offering and the use of
proceeds.
The extent of dilution will depend on the number of Shares sold in this
offering, the Company's net tangible book value at the time of closing, offering
expenses, and the Company's use of proceeds. In addition, the Company may raise
additional capital in the future through the issuance of additional equity
securities, which could result in further dilution to purchasers in this
offering.
PLAN OF DISTRIBUTION
General
The Company is hereby offering for sale (the "Offering") 19,999,999 shares of
its common stock, with no par value, ("Shares") for a purchase price per share
$1.00, for a total offering amount of up to $19,999,999 in gross proceeds.
Minimum Amount for Offering
There is no minimum number of Shares that must be sold. Upon the close of the
Offering, the Company may accept subscriptions and add the subscription funds to
the capital of the Company.
Minimum Amount Required to be Purchased by an Investor
The minimum number of Shares which must be purchased is "100,000" Shares for
$100,000, unless a lesser amount is approved for any investor by the Board of
Directors of Company in its discretion (for executive officers and for others
where special circumstances are involved).
All of our Shares are being offered on a "best efforts" basis under Regulation
A+ of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1
offerings. The offering will terminate on the earlier of 12 months from the date
this Offering Circular is re-qualified for sale by the SEC (which date may be
extended for an additional 90 days in our sole discretion) or the date when all
Shares have been sold.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be up to approximately
$17,950,000 after deducting estimated offering expenses, assuming the maximum
offering amount is sold. We currently expect to allocate the net proceeds
generally as follows, although actual allocations may vary depending on the
availability, size, and timing of leasing opportunities and other business
considerations at the time of deployment:
70% to 100% is anticipated to be used for Leasing Capital inclusive of the
acquisition, development, protection, and leasing of defined leasable assets to
operating businesses located in Florida, including related diligence, legal, and
structuring costs
0% to 20% for working capital and operating reserves, including personnel,
professional services, and administrative expenses
0% to 15% for systems, technology, and infrastructure necessary to administer
leasing arrangements, monitor contractual performance, and support compliance
and reporting obligations.
Any remaining balance for general corporate purposes consistent with the
Company's business plan.
Any deviation from the maximum offering shall be scaled proportionally pursuant
to the terms herein.
The Company is offering up to $19,999,999 of Common Stock representing gross
proceeds from the offering. We estimate that the net proceeds from this offering
will be up to approximately $17,950,000 after deducting estimated offering
expenses, assuming the maximum offering amount is sold. There is no minimum
offering amount, and the Company may accept subscriptions and deploy proceeds on
a rolling basis.
Management will have broad discretion in the application of net proceeds and may
reallocate funds among the categories described below or to other uses
consistent with the Company's business plan as conditions warrant. If less than
the maximum offering amount is sold, the Company expects to scale its activities
accordingly and may defer, reduce, or modify certain initiatives.
Capital Requirements and Funding Approach
The Company is an early stage entity with no operating history and no revenue.
The Company expects that its near term activities will require capital to
establish operations, evaluate and structure leasing arrangements, and support
ongoing compliance and administrative requirements. The amount of capital
required will depend on the number and scale of leasing opportunities pursued
and the timing of execution.
The Company may seek additional capital in the future through equity offerings,
debt financing, or other arrangements. Any such financing may be pursued
concurrently with or following this offering and may be on terms that result in
dilution or impose additional obligations on the Company.
Leasing Criteria and Structuring
The Company intends to enter into leasing or licensing arrangements involving
defined leasable asset rights that have completed, or are in the process of
completing, a validation or proof of use period with operating businesses. Lease
terms are expected to vary by transaction and may be based on factors including
the nature of the leasable assets, the scope of rights granted, the anticipated
economic benefit to the lessee, and market comparables.
There can be no assurance that any leasing arrangement will generate predictable
or sufficient contractual payments or that historical or projected performance
of any comparable arrangement will be indicative of future results.
Illustrative Operating Considerations
Because the Company has not yet entered into material leasing arrangements, it
has limited operating history upon which to base financial projections or
performance expectations. Any illustrative information regarding potential lease
economics is inherently uncertain and subject to significant variability based
on factors including, but not limited to, the financial performance and
creditworthiness of lessees, the terms and enforceability of leasing agreements,
market demand for the underlying leasable assets, and other factors beyond the
Company's control.
Actual results may differ materially from any expectations or illustrative
assumptions, and there can be no assurance that the Company will generate
revenue or achieve profitability.
Flexibility and Contingencies
If less than the maximum number of Shares offered is sold, the Company may
reduce or defer leasing activity, increase the proportion of proceeds used for
working capital, or seek alternative financing for certain opportunities. The
Company's plans are subject to change based on diligence outcomes, regulatory
developments, market conditions, availability of capital, and other factors.
Forward looking statements contained in this section are inherently uncertain,
and actual results may differ materially.
TERMS OF THE OFFERING
Subscription Period
The offering will terminate on the earlier of 12 months from the date this
Offering Circular is qualified for sale by the SEC (which date may be extended
for an additional 90 days in our sole discretion) or the date when all Shares
and Shares have been sold.
Subscription Procedures
If you decide to subscribe for our Shares in this Offering, you should review
your subscription agreement. Completed and signed subscription documents shall
be either mailed directly to the Company at Tampa Twenty Leasing, Inc, 150 E
Palmetto Park Road, Suite 800, Boca Raton, FL 33432, or sent via electronic
correspondence to SWatkins@entrex.net. You shall deliver funds by either check,
ACH deposit or wire transfer, pursuant to the instructions set forth in the
subscription agreement. If a subscription is rejected, all funds will be
returned to subscribers. Upon acceptance by us of a subscription, confirmation
of such acceptance will be sent to the subscriber.
Any potential investor will have ample time to review the subscription
agreement, along with their counsel, prior to making any final investment
decision. We shall only deliver such subscription agreement upon request after a
potential investor has had ample opportunity to review this Offering Circular.
Right to Reject Subscriptions
After we receive your complete, executed subscription agreement and the funds
required under the subscription agreement have been transferred to our
designated account, we have the right to review and accept or reject your
subscription in whole or in part, for any reason or for no reason. We will
return all monies from rejected subscriptions immediately to you, without
interest or deduction.
Acceptance of Subscriptions; No Revocation
Upon our acceptance of a subscription agreement, we will countersign the
subscription agreement and issue the Shares or Shares, as applicable, subscribed
at closing. Once you submit the subscription agreement and it is accepted, you
may not revoke or change your subscription or request your subscription funds.
All accepted subscription agreements are irrevocable.
BUSINESS
Our Company
Tampa Twenty Leasing, Inc is a Florida Corporation formed in December 2025. The
Company is an early-stage entity with no operating history and no revenue. The
Company was formed to develop and operate a leasing focused business model under
the "Tampa Twenty" concept, which is intended to support operating businesses
primarily located in Florida through structured leasing arrangements involving
defined leasable assets.
The Company has not yet entered into material revenue generating transactions
and remains in the development stage.
Issuer's Business
The Company is designed to create a structured platform through which the
Company may lease defined leasable assets and related intangible assets to
operating businesses, primarily small and mid-sized companies located in
Florida. The Company's objective is to identify leasable assets that have
demonstrated or anticipated utility to an operating business and to structure
contractual leasing arrangements that provide for fixed or formula based
payments over agreed upon terms.
The Company does not currently own operating businesses, does not operate the
businesses of its lessees, and does not intend to engage in speculative
development activities. Rather, the Company's model focuses on contractual
arrangements intended to generate predictable cash flows through leasing,
subject to the performance and creditworthiness of lessees and the
enforceability of the underlying agreements.
Leasing arrangements may vary by transaction and may involve different types of
leasable assets or contractual usage rights made available to lessees through
third party counterparties. The scope of rights, lease duration, pricing
structure, payment terms, and other material provisions will be determined on a
transaction by transaction basis and may differ significantly across leasing
arrangements.
The Company is not currently party to any binding leasing agreements with
lessees. There can be no assurance that the Company will successfully identify
suitable leasing opportunities, negotiate and execute definitive agreements, or
generate revenue from its leasing activities.
Regulatory and Structural Considerations
The Company intends to conduct this offering pursuant to Tier 1 of Regulation A.
The Company does not currently have any binding commitments to acquire specific
assets or to enter into leasing arrangements with identified counterparties.
Accordingly, the proceeds of this offering are not limited to the acquisition of
any specific entity or asset.
If, in the future, the Company enters into any transaction that would be
material to its financial condition or results of operations, the Company will
provide any required financial statements or disclosures in accordance with
applicable SEC rules and Form 1 A requirements.
DESCRIPTION OF PROPERTY
The Company does not own any real property, plants, or physical facilities. The
Company's operations are currently conducted from its principal executive
offices located at 150 East Palmetto Park Rd, Boca Raton, FL 33432 with a
mailing address of 2436 North Federal Highway, Lighthouse Point, Florida 33064,
which are provided to the Company on a shared, administrative, or service basis.
The Company does not currently own material tangible assets. In connection with
its business, the Company may from time to time enter into leasing arrangements
or other contractual arrangements that provide it with rights to make certain
leasable assets available to third parties. Any such leasable assets or related
rights would be held, managed, or controlled pursuant to contractual
arrangements, the terms of which will vary by transaction.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward Looking Statements
This Management's Discussion and Analysis contains forward looking statements
within the meaning of federal securities laws. Forward looking statements
include statements regarding the Company's business strategy, planned
operations, anticipated leasing activities, use of proceeds, and future
financial performance. These statements are based on management's current
expectations and assumptions and are subject to significant risks and
uncertainties. Actual results may differ materially from those expressed or
implied by these forward looking statements. The Company undertakes no
obligation to update forward looking statements except as required by law.
Overview
Tampa Twenty Leasing, Inc is an early stage company with no operating history
and no revenue. The Company was formed to develop a leasing oriented business
model focused on leasing assets. The Company has not yet commenced revenue
generating operations and has not entered into material contracts.
The Company's future results will depend on its ability to identify suitable
leasing opportunities, negotiate and execute enforceable agreements, manage
compliance and administrative obligations, and raise sufficient capital to
support operations.
Results of Operations
The Company has not generated revenues to date. Operating expenses to date have
primarily consisted of organizational costs, professional fees, and expenses
associated with preparing this offering. As a result, the Company has incurred
net losses since inception.
The Company expects to continue to incur operating losses in the near term as it
builds its operations and seeks to enter into leasing arrangements. There can be
no assurance that the Company will generate revenues or achieve profitability.
Liquidity and Capital Resources
The Company has limited cash resources and is dependent on the proceeds from
this offering to fund operations. There is no minimum offering amount, and if
the Company raises less than the maximum offering amount, it may need to scale
back its activities or seek additional financing.
The Company does not currently have committed sources of additional capital.
Future financing may take the form of equity issuances, debt financing, or other
arrangements and may result in dilution or impose additional obligations on the
Company.
Off Balance Sheet Arrangements
The Company does not currently have any off balance sheet arrangements.
Critical Accounting Policies
The Company's critical accounting policies are described in the notes to its
financial statements included elsewhere in this Offering Circular.
Revenue Recognition
The Company has not generated any revenue to date. Tampa Twenty Leasing, Inc is
an early stage entity and has not yet entered into revenue generating
transactions.
The Company anticipates that, if and when revenue is generated, it will be
derived primarily from contractual leasing or licensing arrangements involving
defined leasable assets and related intangible assets leased to operating
businesses, primarily located in Florida. Revenue recognition will depend on the
specific terms of each lease or license agreement, including the nature of the
rights granted, the duration of the arrangement, and the contractual payment
structure.
The Company intends to recognize revenue in accordance with Accounting Standards
Codification ASC 606, Revenue from Contracts with Customers. Under ASC 606,
revenue will be recognized when the Company satisfies its performance
obligations under the applicable contract and control of the leased or licensed
rights is transferred to the customer. For arrangements that provide customers
with the right to use leasable assets over a stated period, revenue is expected
to be recognized over time, generally on a straight line basis or another
systematic and rational method that reflects the pattern of benefit to the
customer.
The Company does not manage its financials using a work in progress or
percentage of completion methodology, as it does not engage in construction,
manufacturing, or long term production contracts. The Company recognizes revenue
using accrual accounting, recording revenues when earned and expenses when
incurred, regardless of the timing of cash receipts or payments.
The Company does not engage in cryptocurrency mining, does not generate digital
assets, and does not generate or sell carbon offsets or environmental credits.
Accordingly, the Company does not recognize revenue under accounting guidance
applicable to cryptocurrency activities or environmental attributes.
If Tampa Twenty Leasing, Inc is a majority owned subsidiary of the Entrex
Holding Company ("Entrex"). Entrex is determined to have a controlling financial
interest under U.S. generally accepted accounting principles, including ASC 810,
Consolidation, the financial results of Tampa Twenty Leasing, Inc, including any
revenues generated from its leasing or licensing activities, may be consolidated
into the financial statements of Entrex. In such case, revenues generated by the
Company would be reported as part of Entrex's consolidated revenues, with non
controlling interests reflected as applicable. Tampa Twenty Leasing, Inc will
continue to prepare its financial statements on a standalone basis for purposes
of this Offering Circular.
Following the completion of this offering, the Company intends to maintain its
books and records in accordance with U.S. generally accepted accounting
principles and to engage an independent accounting firm to perform annual audits
as required under Regulation A and applicable law. Because the Company has not
yet commenced revenue generating operations, there has been no third party
verification of revenues.
Results of Operations for
Gross revenue: The Company is pre-revenue
General and administrative: The Company has not hired direct employees and uses
the services of it's parent company.
Liquidity and Capital Resources
Our management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which are prepared in
accordance with U.S. generally accepted accounting principles issued by the
Financial Accounting Standards Board ("FASB"). The preparation of these
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, as well as the
reported expenses during the reporting periods. Actual results may differ from
these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in the notes
to our financial statements appearing elsewhere in this Offering Document, we
believe that the accounting policies discussed below are critical to our
financial results and to the understanding of our past and future performance,
as these policies relate to the more significant areas involving management's
estimates and assumptions. We consider an accounting estimate to be critical if:
(1) it requires us to make assumptions because information was not available at
the time or it included matters that were highly uncertain at the time we were
making our estimate; and (2) changes in the estimate could have a material
impact on our financial condition or results of operations.
Equity-based compensation
None.
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
Directors and Executive Officers.
The following table sets forth the name, age, and position of our executive
officers and directors. Executive officers are elected annually by our Board of
Directors. Each executive officer holds his office until he resigns, is removed
by the Board, or his successor is elected and qualified. Directors are elected
annually by our shareholders at the annual meeting. Each director holds his
office until his successor is elected and qualified or his earlier resignation
or removal.
Stephen H. Watkins: Stephen is an experienced entrepreneur founding a series of
successful information and business services companies; two of which grew to
billion-dollar market cap companies. Stephen authored the book Capital Can't
Fund What It Can't Find. In the past he wrote a syndicated bi-monthly finance
column-read by over eight million national readers at its peak.
Family Relationships
There are no family relationships among any of the directors and executive
officers.
Involvement in Certain Legal Proceedings
Our directors and officers have not been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, nor have been a party to
any judicial or administrative proceeding during the past ten years that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws, except
for matters that were dismissed without sanction or settlement. Except as set
forth in our discussion below in "Certain Relationships and Related
Transactions," our directors and officers have not been involved in any
transactions with us or any of our affiliates or associates which are required
to be disclosed pursuant to the rules and regulations of the SEC.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
*Compensation for operators and directors of the Company may be provided through
agreements with affiliated entities. Directors and Officers may have additional
performance-based quotas and compensation provided exclusively at the direction
of the Board.
Officers and Directors:
At our sole discretion we may add additional Officers and Directors and
compensate them through annual retainer fees along with reimbursement of
reasonable out-of-pocket expenses incurred in connection with attending each
meeting and/or expenses for the benefit of the company, decided exclusively by
the CEO and/or Board of Directors. Each independent Officer and Director will
receive $500 in connection with each meeting that they attend, plus
reimbursement of reasonable out-of-pocket expenses incurred in connection with
attending each committee meeting not held concurrently with a board meeting.
Compensation shall be accrued by the company and paid as available.
Compensation for expenses, Officers and Directors will be managed through the
sole decisions and directions of the Board.
Indemnification Agreements:
We shall enter into indemnification agreements with our Directors and Officers.
The indemnification agreements are intended to provide our directors the maximum
indemnification permitted under law and/or requested by the respective Officer
and/or Director. Each indemnification agreement provides that the Company shall
indemnify the Director or Office who is a party to the agreement (an
"Indemnitee"), including the advancement of legal expenses, if, by reason of his
or her corporate status, the Indemnitee is, or is threatened to be made a party
to or a witness in any threatened, pending, or completed proceeding.
Employment Agreements
We have not entered into employment agreements with any of our employees,
officers and directors.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
Principal Stockholders
The following table sets forth information as to the shares of Stock
beneficially owned as of December 19, 2025 by (i) each person known to us to be
the beneficial owner of more than 5% of our common stock; (ii) each Director;
(iii) each Executive Officer; and (iv) all of our Directors and Executive
Officers as a group. Unless otherwise indicated in the footnotes following the
table, the persons as to whom the information is given had sole voting and
investment power over the Shares of common stock shown as beneficially owned by
them. Beneficial ownership is determined in accordance with Rule 13d-3 under the
Exchange Act, which generally means that any shares of common stock subject to
options currently exercisable or exercisable within 60 days of the date hereof
are considered to be beneficially owned, including for the purpose of computing
the percentage ownership of the person holding such options, but are not
considered outstanding when computing the percentage ownership of each other
person. We currently have no options outstanding.
Tampa Twenty Leasing, Inc
Authorized and Issued Shares
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Code of Business Conduct and Ethics
To date, we have not adopted a code of business conduct and ethics for our
management and employees. We intend to adopt one in the near future.
SECURITIES BEING OFFERED
The following summary describes the material terms of the securities being
offered by Tampa Twenty Leasing, Inc and is qualified in its entirety by
reference to the Company's Articles of Incorporation and By-Laws and other
governing documents, which are included as exhibits to the Offering Statement of
which this Offering Circular forms a part.
General
Tampa Twenty Leasing, Inc is a Florida Corporation. The Company is offering up
to $19,999,999 of Common Shares (referred to in this Offering Circular as
"Shares") pursuant to this Offering Circular. The rights of holders of Shares
are governed by the Company's Articles of Incorporation and By-Laws and
applicable Florida law.
The Company has been recently formed and has not previously issued equity to
third party investors. Any ownership interests held by founders or affiliates
were issued for nominal consideration or in connection with organizational
activities. There are no preferred equity interests outstanding.
The Company's capital structure consists of a single class of Common Shares
offered hereby, unless and until additional classes are authorized pursuant to
the Articles of Incorporation and By-Laws. The number of Shares issued in this
offering will depend on the offering price per Share and the total amount of
subscriptions accepted.
The Shares represent equity interests in the Company and entitle holders to
participate in distributions, if any, as determined by the Company's Articles of
Incorporation and By-Laws and subject to the discretion of management. The
Shares do not represent deposits, debt obligations, or guaranteed returns, and
investors may lose their entire investment.
Transfer Restrictions and Liquidity
The Shares offered hereby are not listed on any securities exchange or trading
market. There is currently no public market for the Shares, and none is expected
to develop. Transfers of Shares are restricted by the Company's Articles of
Incorporation and By-Laws, applicable securities laws, and any contractual
restrictions imposed by the Company. As a result, investors should expect to
hold their Shares for an indefinite period and may not be able to sell or
transfer their Shares.
Listing and Transfer Agent
The Shares are not listed on the OTC Markets or any national securities
exchange. The Company has not appointed a transfer agent for the Shares.
Ownership records are maintained by the Company or its designee in accordance
with the Articles of Incorporation and By-Laws.
Limitations on Liability and Indemnification of Directors and Officers
Florida law permits corporations to limit or eliminate the personal liability of
directors and officers for monetary damages, subject to certain exceptions. The
Company's Articles of Incorporation and By-Laws provides that, to the fullest
extent permitted by Florida law, the Company will indemnify its directors,
officers, and other covered persons against liabilities and expenses incurred in
connection with their service to the Company, provided that such individuals
acted in good faith and in a manner reasonably believed to be in the best
interests of the Company.
The Articles of Incorporation and By-Laws may also provide for the advancement
of expenses incurred by directors and officers in connection with proceedings
arising out of their service to the Company, subject to applicable law and the
terms of the Articles of Incorporation and By-Laws. The Company may, but is not
required to, maintain insurance coverage for directors, officers, employees, or
agents against certain liabilities.
These limitation of liability and indemnification provisions may discourage
investors from bringing claims against directors or officers for breaches of
fiduciary duty and may reduce the likelihood of derivative litigation, even
where such litigation could otherwise benefit the Company or its investors. In
addition, the Company may be required to bear the cost of settlements,
judgments, or expenses incurred in connection with such indemnification, which
could adversely affect the value of an investment in the Shares.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain material U.S. federal income tax
considerations relevant to the purchase, ownership, and disposition of the
Shares offered hereby. This discussion is for general informational purposes
only and does not purport to be a complete analysis of all potential tax
consequences. The discussion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), U.S. Treasury Regulations promulgated thereunder,
legislative history, administrative rulings and pronouncements of the Internal
Revenue Service, and judicial decisions, all as in effect as of the date of this
Offering Circular. These authorities are subject to change, possibly with
retroactive effect, which could adversely affect the tax consequences described
herein.
This discussion does not address all U.S. federal income tax consequences that
may be relevant to a particular holder in light of such holder's specific
circumstances, nor does it address holders subject to special rules, including,
without limitation:
broker dealers or dealers in securities or currencies
banks, thrifts, or other financial institutions
regulated investment companies or real estate investment trusts
insurance companies
tax exempt organizations
persons subject to the alternative minimum tax
persons holding Shares as part of a hedge, straddle, conversion, or other risk
reduction or constructive sale transaction
partnerships or other pass through entities and their partners or owners
persons whose functional currency is not the U.S. dollar
U.S. expatriates or former long term residents
In addition, this discussion is limited to persons that purchase the Shares in
this offering for cash and that hold the Shares as "capital assets" within the
meaning of Section 1221 of the Code (generally, property held for investment).
This discussion does not address any state, local, non U.S., estate, gift, or
other tax consequences.
U.S. Holders
As used herein, a "U.S. Holder" means a beneficial owner of Shares that is, for
U.S. federal income tax purposes:
an individual who is a citizen or resident of the United States
a corporation or other entity treated as a corporation for U.S. federal income
tax purposes and organized under the laws of the United States or any state
thereof or the District of Columbia
an estate, the income of which is subject to U.S. federal income tax regardless
of source
a trust that is subject to the primary supervision of a U.S. court and the
control of one or more U.S. persons or that has made a valid election to be
treated as a U.S. person
Classification of the Company
Tampa Twenty Leasing, Inc is a Florida Corporation.
No IRS Rulings
The Company has not sought and does not intend to seek any ruling from the
Internal Revenue Service regarding the U.S. federal income tax consequences of
the purchase, ownership, or disposition of the Shares. There can be no assurance
that the IRS will not take a position contrary to the tax treatment described
herein or that any such position would be sustained.
ADDITIONAL INFORMATION
We have filed with the SEC a Regulation A Offering Statement on Form 1-A under
the Securities Act of 1993, as amended, with respect to the Shares and Shares
offered hereby. This Offering Circular, which constitutes a part of the Offering
Statement, does not contain all of the information set forth in the Offering
Statement or the exhibits and schedules filed therewith. For further information
about us and the Shares and Shares offered hereby, we refer you to the Offering
Statement and the exhibits and schedules filed therewith. Statements contained
in this Offering Circular regarding the contents of any contract or other
document that is filed as an exhibit to the Offering Statement are not
necessarily complete, and each such statement is qualified in all respects by
reference to the full text of such contract or other document filed as an
exhibit to the Offering Statement. Upon the completion of this Offering, we will
be required to file periodic reports, proxy statements, and other information
with the SEC pursuant to the Securities Exchange Act of 1934. You may read and
copy this information at the SEC's Public Reference Room, 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet website that contains reports, proxy statements and other
information about issuers, including us, that file electronically with the SEC.
The address of this site is www.sec.gov.
FINANCIALS
Tampa Twenty Leasing, Inc
Principals of the Company have provided a $50,000 line of credit, which may be
drawn upon if and as needed to maintain operations.
NOTE 1: BUSINESS
Tampa Twenty Leasing, Inc. is an asset backed leasing entity formed to enter
into structured leasing arrangements with operating businesses, primarily
located in Florida. Under these arrangements, the Company provides contractual
access to defined leasable assets pursuant to negotiated agreements that entitle
the Company to receive a specified portion of cash flows or revenue generated by
the operating business over a defined term.
The Company's leasing arrangements are structured around identifiable assets and
contractual payment streams. In certain cases, the payment streams or assets
underlying these leasing arrangements may be structured to permit refinancing by
the operating business at the conclusion of the applicable lease term through
bond issuances or other financing structures. The Company does not guarantee
that any such refinancing will occur and does not control the financing
decisions or capital structure of its lessees.
The Company does not operate the businesses of its lessees and is not engaged in
cryptocurrency mining, carbon offset generation, or the sale of environmental
credits. The Company has not generated revenue since inception and remains in
the development stage.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of Tampa Twenty Leasing, Inc have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the financial
statements present fairly, in all material respects, the financial position of
the Company as of the dates presented.
Revenue Recognition
The Company has not generated revenue since inception. Revenue will commence, if
at all, upon the execution of definitive leasing arrangements and the
satisfaction of the Company's performance obligations under such agreements.
The Company anticipates deriving revenue from contractual leasing arrangements
that entitle the Company to receive contractual lease payments determined
pursuant to agreed pricing formulas, including fixed payment amounts and, in
certain cases, formulas based on the lessee's revenue, over a defined term. The
Company intends to recognize revenue in accordance with ASC 606, Revenue from
Contracts with Customers.
Under ASC 606, revenue will be recognized when the Company satisfies its
performance obligations under the applicable lease or license agreement and the
Company's right to consideration becomes enforceable. For arrangements in which
the Company provides a right to use assets over time, revenue is expected to be
recognized over the lease term in a manner that reflects the pattern of benefit
provided to the customer.
Revenue participation amounts that are variable and dependent on the operating
performance of the lessee will be recognized only to the extent that it is
probable that a significant reversal of cumulative revenue will not occur.
The Company does not apply a work in progress, percentage of completion, or
cryptocurrency related revenue recognition methodology.
Income Taxes
Tampa Twenty Leasing, Inc is a Florida Corporation and shall be treated as such
for tax purposes.
Earnings (Loss) Per Share
Earnings (loss) per share shall be calculated based on net income (loss) divided
by the weighted-average number of shares outstanding during the applicable
period.
NOTE 3: SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial
statements were available to be issued. The Company is not aware of any
subsequent events that would require recognition or disclosure in the financial
statements.
NOTE 4: LIQUIDITY AND GOING CONCERN
The Company is an early stage entity with no revenue and limited cash resources.
As of the reporting date, the Company had no operating cash flows. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern within twelve months from the date the financial statements were
issued.
Management intends to address liquidity needs through the proceeds of this
offering and, if necessary, additional financing from equity issuances, related
party arrangements, or other capital sources. There can be no assurance that
such financing will be available on acceptable terms or at all.
NOTE 5: RELATED PARTY ARRANGEMENTS
The Company may enter into transactions with affiliated entities, including its
parent company, Entrex. Entrex, in the ordinary course of business. Any such
transactions are expected to be conducted on terms believed by management to be
comparable to those that could be obtained from unaffiliated third parties.
Related Party Relationships and Transactions/Controlling Stockholder
Entrex is a stockholder of the Company and currently owns approximately 51% of
the outstanding Common Stock of Tampa Twenty Leasing, Inc. As a result of this
ownership, Entrex may be deemed to be a controlling stockholder of the Company.
Entrex's ownership may allow it to exert significant influence over matters
requiring stockholder approval, including the election of directors and the
approval of certain corporate transactions.
Services Provided by Entrex
From time to time, the Company may utilize services provided by Entrex or its
affiliates, which may include administrative support, personnel, accounting,
compliance coordination, office facilities, and other operational or
professional services. The Company currently has limited internal staff and
expects that the use of shared services may allow it to operate more efficiently
during its early stages.
The Company may reimburse Entrex or its affiliates for expenses incurred on the
Company's behalf or compensate them for services rendered, pursuant to written
or informal arrangements, as determined by the Company's management and Board of
Directors.
Arm's-Length Intent and Oversight
The Company intends that any transactions with Entrex or its affiliates will be
conducted on terms that management and the Board of Directors believe to be no
less favorable to the Company than those that could be obtained from
unaffiliated third parties under similar circumstances. The Company's Board of
Directors retains discretion to review, approve, modify, or terminate any such
arrangements.
When evaluating such arrangements, management may reference market rates for
comparable services where reasonably available.
There can be no assurance, however, that the terms of related-party transactions
will be identical to those that would be obtained from independent third
parties, and such transactions may give rise to conflicts of interest.
The Company does not intend to use offering proceeds to make loans to, or for
the personal benefit of, officers, directors, or affiliates.
Legal Proceedings
The Company is not presently a party to any material legal proceedings.
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 Boca Raton, Florida on
December 19, 2025.
Exhibit I - By-laws
BY-LAWS
OF
Tampa Twenty Leasing, Inc
ARTICLE I
OFFICES
Section 1. The registered office of Tampa Twenty Leasing, Inc (the
"Corporation") shall be in the City of Lighthouse Point, County of Broward,
State of Florida. The Corporation may also have offices at such other places
both within and outside the State of Florida as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section I. Time and Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, within or without the State of Florida, as shall be designated by the
Board of Directors. In the absence of any such designation by the Board of
Directors, each such meeting shall be held at the principal office of the
Corporation.
Section 2. Annual Meetings. An annual meeting of stockholders shall be held for
the purpose of electing Directors and transacting such other business as may
properly be brought before the meeting. The date of the annual meeting shall be
determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed bylaw, may be called by the
Chairman of the Board and shall be called by the Secretary at the direction of a
majority of the Board of Directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote.
Section 4. Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and time of the meeting shall be given not
less than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting. The notice of any special meeting
of stockholders shall state the purpose or purposes for which the meeting is
called.
Section 5. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by law or by the Certificate of
Incorporation or these By-Laws. If a quorum is not present or represented, the
holders of the stock present in person or represented by proxy at the meeting
and entitled to vote thereat shall have power, by the affirmative vote of the
holders of a majority of such
stock, to adjourn the meeting from time to time to another time and/or place,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 6. Voting. At all meetings of the stockholders, each stockholder
entitled to vote thereat shall be entitled to vote, in person or by proxy, the
shares of voting stock owned by such stockholder of record on the record date
for the meeting. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of law or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such questions.
Section 7. Informal Action By Stockholders. Any action required to be taken at a
meeting of the stockholders, or any other action that may be taken at a meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of stock entitled to vote on such matter
or matters having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such matter or matters were present and voted and shall be
delivered to the corporation by delivery to its principal place of business, or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings or stockholders are recorded. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days of the earliest dated consent delivered in the
manner required by this Section 7 to the Corporation, written consents signed by
holders of a sufficient number of shares of voting stock to take action are
delivered to the Corporation by delivery to its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
ARTICLE III DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be
managed and controlled by or under the direction of a Board of Directors, which
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation or by these By-
Laws directed or required to be exercised or done by the stockholders.
Section 2. Number, Qualification and Tenure. The Board of Directors shall
consist of not less than one (1) and not more than ten (10) members. Within the
limits above specified, the number of Directors shall be determined from time to
time by resolution of the Board of Directors. The Directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 3 of this
Article, and each Director elected shall hold office until his or her successor
is elected and qualified or until his or her earlier resignation or removal.
Directors need not be stockholders.
Section 3. Vacancies. Vacancies and newly created directorships resulting from
any increase in the number of directors may be filled by a majority of the
Directors then in office, though less than a quorum, and each Director so chosen
shall hold office until his or her successor is elected and qualified or until
his or her earlier resignation or removal. If there are no Directors in office,
then an election of Directors may be held in the manner provided by law.
Section 4. Place of Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Florida.
Section 5. Regular Meetings. The Board of Directors shall hold a regular
meeting, to be known as the annual meeting, immediately following each annual
meeting of the stockholders. Other regular meetings of the Board of Directors
shall be held at such time and at such place as shall from time to time be
determined by the Board. No notice of regular meetings need be given.
Section 6. Special Meetings. Special meetings of the Board may be called by the
Chairman of the Board. Special meetings shall be called by the Secretary on the
written request of any two Directors. No notice of special meetings need be
given.
Section 7. Quorum. At all meetings of the Board, a minimum of two Directors
shall constitute a quorum for the transaction of business, and may act as if a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided bylaw. If a quorum shall not be present at any meeting of
the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Section 8. Organization. The Chairman of the Board, if elected, shall act as
chairman at all meetings of the Board of Directors. If a Chairman of the Board
is not elected or, if elected, is not present, the President (who is also a
member of the Board) or if the President is not present, a Director chosen by a
majority of the Directors present, shall act as Chairman at meetings of the
Board of Directors.
Section 9. Executive Committee. The Board of Directors, by resolution adopted by
a majority of the whole Board, may designate one or more Directors to constitute
an Executive Committee, to serve as such, unless the resolution designating the
Executive Committee is sooner amended or rescinded by the Board of Directors,
until the next annual meeting of the Board or until their respective successors
are designated. The Board of Directors, by resolution adopted by a majority of
the whole Board, may also designate additional Directors as alternative members
of the Executive Committee to serve as members of the Executive Committee in the
place and stead of any regular member or members there of who maybe unable to
attend a meeting or otherwise unavailable to act as a member of the Executive
Committee. In the absence or disqualification of a member and all alternate
members who may serve in the place and stead of such member, the member or
members there of present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another Director to act at the meeting in the place of any such absent
or disqualified member.
Except as expressly limited by the General Corporation Law of the State of
Florida or the Certificate of Incorporation, the Executive Committee shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation between the meetings
of the Board of Directors. The Executive Committee shall keep a record of its
acts and proceedings, which shall form apart of the records of the Corporation
in the custody of the Secretary, and all actions of the Executive Committee
shall be reported to the Board of Directors at the next meeting of the Board.
Meetings of the Executive Committee may be called at any time by the Chairman of
the Board, the President or any two of its members. No notice of meetings need
be given. A majority of the members of the Executive Committee shall constitute
a quorum for the transaction of business and, except as expressly limited by
this section, the act of a majority of the members present at any meeting at
which there is a quorum shall be the act of the Executive Committee. Except as
expressly provided in this Section, the Executive Committee shall fix its own
rules of procedure.
Section 10. Other Committees. The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate one or more other committees, each
such committee to consist of one or more Directors. Except as expressly limited
by the General Corporation Law of the State of Florida or the Certificate of
Incorporation, any such committee shall have and may exercise such powers as the
Board of Directors may determine and specify in the resolution designating such
committee. The Board of Directors, by resolution adopted by a majority of the
whole Board, also may designate one or more additional Directors as alternate
members of any such committee to replace any absent or disqualified member at
any meeting of the committee, and at any time may change the membership of any
committee or amend or rescind the resolution designating the committee. In the
absence or disqualification of a member or alternate member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member, provided that the Director so appointed
meets any qualifications stated in the resolution designating the committee.
Each committee shall keep a record of proceedings and report the same to the
Board of Directors to such extent and in such form as the Board of Directors may
require. Unless otherwise provided in the resolution designating a committee, a
majority of all of the members of any such committee may select its Chairman,
fix its rules of procedure, fix the time and place of its meetings and specify
what notice of meetings, if any, shall be given.
Section 11. Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
maybe taken without a meeting, if all members of
the Board or committee, as the case maybe, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
Section 12. Attendance by Telephone. Members of the Board of Directors, or of
any committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 13. Compensation. The Board of Directors shall have the authority to fix
the compensation of Directors, which may include their expenses, if any, of
attendance at each meeting of the Board of Directors or of a committee.
ARTICLE IV
OFFICERS
Section 1. Enumeration. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President and a Secretary. The Board of
Directors may also elect a Chairman of the Board, one or more Vice Presidents, a
Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurers
and such other officers and agents as it shall deem appropriate. Any number of
offices may be held by the same person.
Section 2. Term of Office. The officers of the Corporation shall be elected at
the annual meeting of the Board of Directors and shall hold office until their
successors are elected and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation required by this Article IV
shall be filled by the Board of Directors, and any vacancy in any other office
may be filled by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board, when elected, shall
have general supervision, direction and control of the business and affairs of
the Corporation, subject to the control of the Board of Directors, shall preside
at meetings of stockholders and shall have such other functions, authority and
duties as customarily appertain to the office of the chief executive of a
business corporation or as may be prescribed by the Board of Directors.
Section 4. President. During any period when there shall be an office of
Chairman of the Board, the President shall be the chief operating officer of the
Corporation and shall have such functions, authority and duties as may be
prescribed by the Board of Directors or the Chairman of the Board. During any
period when there shall not be an office of Chairman of the Board, the President
shall be the chief executive officer of the Corporation, and, as such, shall
have the functions, authority and duties provided for the Chairman of the Board.
Section 5. Vice President. The Vice President, or if there shall be more than
one, the Vice Presidents, shall have such functions, authority and duties as may
be prescribed by the Board of Directors or the Chairman of the Board.
Section 6. Secretary. The Secretary shall keep a record of all proceedings of
the stockholders of the Corporation and of the Board of Directors, and shall
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice, if any, of all meetings of the
stockholders and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board or the President. The Secretary
shall have custody of the corporate seal of the Corporation and the Secretary
or, in the absence of the Secretary any Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed
it may be attested by the signature of the Secretary or an Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the corporation and to attest such affixing of the seal.
Section 7. Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
President or the Secretary. Section 8. Other Officers. Any officer who is
elected or appointed from time to time by the Board of Directors and whose
duties are not specified in these By-Laws shall perform such duties and have
such powers as may be prescribed from time to time by the Board of Directors.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. The shares of the Corporation shall be represented by
certificates in the form approved by the Secretary; provided, however, that the
Board of Directors may provide by resolution or resolutions that some or all of
any or all classes or series of the Corporation's stock shall be uncertificated
shares. Certificates of stock in the Corporation, if any, shall be signed by or
in the name of the Corporation by the Chairman of the Board or the President and
the Secretary or an Assistant Secretary of the Corporation or transfer agent as
authorized by the Board. Where a certificate is countersigned by a transfer
agent, other than the Corporation or an employee of the Corporation, or by a
registrar, the signatures of the Chairman of the Board, the President and the
Secretary, or an Assistant Secretary may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, the certificate maybe issued by
the Corporation with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of its
issue.
Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by the
Corporation to the person entitled thereto, cancel the old certificate and
record the transaction on its books.
Section 3. Replacement. In case of the loss, destruction or theft of a
certificate for any stock of the Corporation, a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by the
Corporation may be issued upon satisfactory proof of such loss, destruction or
theft and upon such terms as the Board of Directors may prescribe. The Board of
Directors may, in its discretion, require the owner of the lost, destroyed or
stolen certificate, or his legal representative, to give the Corporation a bond,
in such sum and in such form and with such surety or sureties as it may direct,
to indemnify the Corporation against any claim that may be made against it with
respect to a certificate alleged to have been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. The Corporation shall indemnify, in accordance with and to the full
extent now or hereafter permitted bylaw, any person who was or is a party or is
threatened to be made a part to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the Corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liabilities,
expenses (including, without limitation, attorneys' fees and expenses and any
other costs and expenses incurred in connection with defending such action, suit
or proceeding), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. "Other enterprise" shall include employee benefit plans; references
to "fines" shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to serving at the request of the
Corporation shall include, without limitation, any service as a director,
officer, employee or agent of the Corporation or any of its subsidiaries which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries. The indemnification provided in this Article VI is not exclusive
of any other right to indemnification provided by law or otherwise.
Section 2. Expenses (including, without limitation, attorneys fees and expenses)
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that such director, officer, employee or agent is not entitled to be
indemnified by the Corporation under this Article VI or under any other contract
or agreement between such director, officer, employee or agent and the
Corporation.
Section 3. The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person. Section
4. The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not such person would be entitled to indemnity against such
liability under the provisions of this Article VI.
Section 5. The Corporation may enter into an indemnity agreement with any
director, officer, employee or agent of the Corporation, upon terms and
conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not inconsistent with this Article VI.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 2. Corporation Seal. The corporate seal, if any, shall be in such form
as may be approved from time to time by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
Section 3. Waiver of Notice. Whenever any notice is required to be given under
law or the provisions of the Certificate of Incorporation or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.
Section 4. Books. The Corporation will maintain or cause to be maintained
separate, full and accurate books and records of the Corporation.
ARTICLE VIII AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted
by the Board of Directors. The fact that the power to amend, alter, repeal or
adopt these By-Laws has been conferred upon the Board of Directors shall not
divest the stockholders of the same powers if granted by statute.
PART II AND III
3
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