A Delaware Corporation
Up to 3,571,000 Shares of
$0.28 per share Minimum Offering Amount: 80,000 shares
SUMMARY OF THE OFFERING AND SHARES: THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY MORE DETAILED INFORMATION THAT MAY APPEAR ELSEWHERE IN THIS OFFERING MEMORANDUM. EACH PROSPECTIVE INVESTOR IS URGED TO READ THIS OFFERING MEMORANDUM AND ITS EXHIBIT IN THEIR ENTIRETY.
qaZING, Inc. (the "Company") was formed on September 10, 2015, as a Delaware corporation. The Company has had very limited operations to date. The Company is entering the business of providing a software platform to support an on demand marketplace for service providers and clients. For more information, see "The Company" elsewhere in this Offering Memorandum.
The Company is offering (the "Offering") to investors ("Investors") up to three million five hundred seventy one thousand (3,571,000) shares of Common Stock ("Shares") at a price of twenty eight cents ($0.28) per Share, payable in cash. The minimum purchase is fifteen hundred (1,500) Shares for a minimum investment amount of four hundred twenty dollars($420.00), subject to the Company's right to accept a lesser amount. The maximum purchase is seven hundred thousand (700,000) Shares for a maximum investment amount of $196,000, subject to the Company’s right to accept a greater amount. The gross proceeds of the Offering will be a minimum of twenty two thousand four hundred dollars ($22,400) and a maximum of nine hundred ninety nine thousand eight hundred and eighty dollars ($999,880). While Company currently intends for its management to sell the Shares, it may, in its sole discretion, retain selling agents and brokers to sell the Shares. In such event, the Company may be responsible for any commissions or fees of such parties, and related fees and expenses. Proceeds from subscriptions for Shares will be held by Fund America Securities, LLC, as escrow agent, until such time as a minimum amount of eighty thousand (80,000) Shares, for gross proceeds of $22,400 are sold. In the event the Company does not sell the minimum amount of eighty thousand (80,000) Shares for gross proceeds of $22,400 (which may include Shares sold to management of the Company in this Offering) prior to 12:00am EST on May 13, 2017, all amounts will be returned to investors without deduction, interest or setoff. The Company will use each increment of financing it receives, starting with the minimum amount of $22,400 to extend the time and scale of its operations.
Issuer: qaZING, Inc., a Delaware corporation (the "Company").
Securities: Common Stock (the "Shares").
Minimum Offering Amount: 80,000 Shares for gross proceeds of $22,400.
(which may include Shares sold to management of the Company in this Offering) for gross proceeds of $22,400, prior to 12:00am EST on [12 MONTHS FROM COMMENCEMENT OF OFFERING].
Maximum Offering Amount: 3,571,000 Shares for gross proceeds of $999,880.
Offering Period: The Offering will expire on May 13, 2017 unless earlier terminated.
Price per Share: Twenty eight cents ($0.28) per Share
Eligible Investors: The Offering of Shares is open to citizens of the United States,as well as foreigners.
Escrow: Proceeds of the sale of the Shares will be held by FundAmerica Securities, LLC, as escrow agent, until such time as the Company has accepted subscriptions for the minimum offering amount of Shares. In the event the Company has not received proceeds from the sale of Shares for the minimum offering amount prior to expiration of the Offering Period, all proceeds from the sale of the Shares will be returned to investors by the Escrow Agent without deduction, interest or setoff.
Authorized Shares: Sixty million (60,000,000) Shares, from which amount shall be issued those Shares sold in this Offering.
Redemption RIGHTS: The Company shall have the right to repurchase Shares at $.56 per share within 34 months of the final closing of this Offering.
General Voting Rights: Each Share will have the right to a number of votes equal to the number of shares of Common Stock.
Transfer Restrictions: The Shares will be restricted securities and generally will not be transferrable unless subsequently registered under the Securities Act or an exemption from such registration is available. Subject to compliance with law, limited exceptions will be made for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Shares to (x) a parent, subsidiary or other affiliate of the holder that is a corporation or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144 under the Securities Act, as long as the Company is furnished with reasonably satisfactory evidence of compliance with such Rule. The Company may refuse any transfer, including a permitted transfer, if the Company reasonably determines that, as a result of such transfer, the Company would become subject to additional reporting requirements under the Securities Act or the Securities Exchange Act of 1934, as amended.
IPO Standoff: Holders of Shares will agree not to effect any transactions with respect to any of the Company's securities within 180 days following the Company's underwritten initial public offering, provided that all officers, directors and 1% stockholders of the Company are similarly bound.
Book Entry Shares: All Shares will be uncertificated and recorded in book entry format on the books and records of the Company, except as otherwise required by law. The Company will act as its own registrar and transfer agent in connection with this Offering. The Company reserves the right to appoint a third party to act as registrar and/or transfer agent.
Dispute Resolution: The Subscription Agreement will be governed by New York law. Any dispute, controversy, or claim arising out of such agreements shall be settled by binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. The arbitration proceeding shall be held in New Hampshire, or any other location mutually agreed upon by the parties. Each party shall bear its own costs and expenses of such arbitration.
CLOSING: Until the minimum amount of 80,000 Shares for gross proceeds of $22,400 have been sold (which may include Shares sold to management of the Company in this Offering), all proceeds from the sale of Shares will be held by FundAmerica Securities, LLC, as escrow agent (the "Escrow Agent"). After the minimum amount of 80,000 Shares for gross proceeds of $22,400 is sold, all amounts held by the Escrow Agent will be delivered to the Company and all subsequent proceeds from the sale of Shares will be delivered directly to the Company without escrow. Please see "Item 9, How to Invest", below, for documentation and payment instructions. In the event the Company does not sell the minimum amount of 80,000 Shares for gross proceeds of $22,400 prior to 12:00am EST on May 13, 2017, all amounts will be returned to investors by the Escrow Agent without deduction, interest or setoff.
Closing and Termination of Offering:
The Shares will be offered and closed only when a properly completed and signed Subscription Agreement is submitted by the Investor or his/her representative and are received and accepted by the Company. The Subscription Agreement as submitted by the Investor or his/her representative shall be binding once the Company countersigns the Subscription Agreement. The Shares will be maintained in book entry format, and notice of issuance of the Shares will be delivered to accepted Investors shortly after the first closing, and thereafter promptly after acceptance of a subscription by the Company. Investors subscribing for the Shares may not withdraw or revoke their subscriptions at any time prior to acceptance by the Company, except as provided by applicable law. The Company reserves the right to reject any subscription for Shares for any reason in its sole discretion. The Company may close in whole or in part this Offering under any of the following conditions:
* Upon reaching the minimum offering subscription amount of 80,000 Shares for gross proceeds of $22,400 (which may include Shares sold to management of the Company in this Offering); or
* Upon reaching the maximum offering subscription amount of 3,571,000 Shares for gross proceeds of $999,880; or
* After the initial closing, the Company may continue to accept subscriptions in subsequent closings until the maximum offering subscription amount has been reached or the Offering is otherwise terminated.
This Offering shall terminate at 12:00am New York City time on May 13, 2017, or such earlier date that the Company may elect in its sole discretion (the "Offering Period"). In the event the Company does not sell the minimum amount (which may include Shares sold to management of the Company in this Offering) of 80,000 Shares for gross proceeds of $22,400 prior to expiration of the Offering Period, all amounts will be returned to investors by the Escrow Agent without deduction, interest or setoff.
The Company valuation is $7,000,000.
USE OF PROCEEDS
The net proceeds of the Offering will be used to develop the Company's beta system, test market its beta system in an initial small and limited market, hire additional employees and contractors, test market its systems in a mid sized market, obtain office space, market the Company's services in a metropolitan area. See "Sources and Uses" located elsewhere in this Offering Memorandum for additional information.
Example - The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments and salary made to one's self, a friend or relative; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.