Mga Batayang Estadistika
| CIK | 1144546 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HFactor, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 19, 2024 |
Exhibit 10.2 ROYALTY AGREEMENT This ROYALTY AGREEMENT (this “Agreement”), is made on August 15, 2023, but effective as of January 1, 2023 (“Effective Date”), by and between Concorde Consulting Corp., a Delaware corporation (“Concorde”) and HFactor, Inc., a Georgia corporation (“HFactor”). Background Statement Whereas, HFactor is the producer of the hydrogen-infused HFactor water beverage; Whereas, |
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| July 19, 2024 |
Exhibit 10.6 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") dated as of March 20, 2023, by and between HFactor, Inc. (the "Company") and Bearface, LLC (the "Investor"). WHEREAS, Investor wishes to purchase, and the Company agrees to sell, 13 shares of Company’s Series D Preferred Stock (the “Shares”) for $65,000 total consideration (the “Purchase Price”). NOW, THEREFORE, |
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| July 19, 2024 |
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of August 11, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), is made by and among HFactor, Inc., a Georgia corporation, and its subsidiaries HyEdge, Inc., a Delaware corporation, and HyEdge IP Co, a Delaware corporation (collectively hereinafter the |
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| July 19, 2024 |
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS Exhibit 10.7 SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS THIS SETTLEMENT AGREEMENT WITH MUTUAL RELEASES (“Settlement Agreement”) is entered into on September 26, 2023, by and between HFactor, Inc. (“Company") and Richard Propper (“Propper”). Company and Propper are sometimes collectively referred to in this Settlement Agreement as the “Parties” or, individually, as a “Party.” RECITALS WH |
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| July 19, 2024 |
Exhibit 17.3 DIRECTOR RESIGNATION 1. The undersigned person is a member of the board of directors of HFactor, Inc. (“Company). Pursuant to the terms and conditions of that certain Memorandum of Understanding dated July 22, 2022 (the “MOU Effective Date”), the director whose name and signature is set forth below hereby resigns from such directorship as of the MOU Effective Date, by means of this wr |
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| July 19, 2024 |
Exhibit 10.5 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") dated as of October 28, 2022, by and between HFactor, Inc. (the "Company") and Bearface, LLC (the "Investor"). WHEREAS, Investor wishes to purchase, and the Company agrees to sell, 2 shares of Company’s Series D Preferred Stock (the “Shares”) for $10,000 total consideration (the “Purchase Price”). NOW, THEREFORE, |
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| July 19, 2024 |
Exhibit 10.1 Consulting Agreement This Consulting Agreement (this “Agreement”) is made on August 15, 2023, but effective as of January 1, 2023, by and between HFactor, Inc., a Georgia corporation, with its principal address at 244 Madison Ave, #1249, New York, NY 10016 (the “Company”) and Concorde Consulting Corp., a Delaware corporation (the “Consultant”). Background Consultant began and has sinc |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: July 22, 2022 (Date of earliest event reported) HFactor, Inc. (Exact name of registrant as specified in its charter) Georgia 000-1144546 58-2634747 (State or other jurisdiction of Incorporation) (Commission File Numbe |
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| July 19, 2024 |
Exhibit 17.2 DIRECTOR RESIGNATION 1. The undersigned person is a member of the board of directors of HFactor, Inc. (“Company). Pursuant to the terms and conditions of that certain Memorandum of Understanding dated July 22, 2022 (the “MOU Effective Date”), the director whose name and signature is set forth below hereby resigns from such directorship as of the MOU Effective Date, by means of this wr |
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| July 19, 2024 |
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS Exhibit 10.8 SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS THIS SETTLEMENT AGREEMENT WITH MUTUAL RELEASES (“Settlement Agreement”) is entered into on September 26, 2023, by and between HFactor, Inc. (“Company") and Connie Lemon (“Holder”). Company and Holder are sometimes collectively referred to in this Settlement Agreement as the “Parties” or, individually, as a “Party.” RECITALS WHEREAS |
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| July 19, 2024 |
Exhibit 17.1 DIRECTOR RESIGNATION 1. The undersigned person is a member of the board of directors of HFactor, Inc. (“Company). Pursuant to the terms and conditions of that certain Memorandum of Understanding dated July 22, 2022 (the “MOU Effective Date”), the director whose name and signature is set forth below hereby resigns from such directorship as of the MOU Effective Date, by means of this wr |
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| July 19, 2024 |
Exhibit 10.3 SECURED PROMISSORY NOTE Principal Amount: Up to $500,000.00 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, HFactor, Inc., a Georgia corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Concorde Consulting Corp., a Delaware corporation, or its assigns (the "Noteholder," and together with the Borrower, the "Parties"), the pr |
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| July 19, 2024 |
Exhibit 10.0 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (this "MOU"), dated as of July 22, 2022, between Bear Face, LLC, a Nevada limited liability company (the "Buyer", “we” or “our”), and HFactor, Inc. (the "Company"), a Georgia corporation (the “Company”, “you” or “yours”) sets forth our mutual understandings with respect to the terms as set forth below (the “Investment”). Buy |
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| July 19, 2024 |
Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of July 22, 2022 (the “Effective Date”) by HFactor, Inc., a Georgia corporation (the “Employer”), and Gail Levy (the “Employee”). Article I EMPLOYMENT TERMS AND DUTIES 1.1Employment And Term. Employer agrees to employee the Employee, and Employee accepts the employment by the Employer, upon the terms and cond |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| November 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Definitive Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HFACTOR, INC. (Name of Registrant |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 15, 2023 (Date of earliest event reported) HFactor, Inc. (Exact name of registrant as specified in its charter) Georgia 000-1144546 58-2634747 (State of Incorporation) (Commission File Number) (IRS EIN) 244 Mad |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFact |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFac |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| April 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFactor, Inc |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| November 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 |
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| November 21, 2022 |
EX-10.10 2 hfactorex1010.htm IP ASSIGNMENT AGREEMENT Exhibit 10.10 IP ASSIGNMENT AGREEMENT This IP Assignment Agreement (the “Agreement”) is dated as of July 22, 2022 (the “Effective Date”), by and between Gail Levy, and individual (“Levy”) and HyEdge IP Company., a Delaware corporation (“HyEdge”) (collectively referred to herein as “Company”), one the one hand, and HFactor , a Georgia corporation |
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| November 14, 2022 |
NT 10-Q 1 hfactornt10q.htm 10-Q EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFact |
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| August 15, 2022 |
Exhibit 10.10 EXECUTION COPY July 22, 2022 IP ASSIGNMENT AGREEMENT This IP Assignment Agreement (the ?Agreement?) is dated as of July 22, 2022 (the ?Effective Date?), by and between Gail Levy, and individual (?Levy?) and HyEdge IP Company., a Delaware corporation (?HyEdge?) (collectively referred to herein as ?Company?), one the one hand, and HFactor , a Georgia corporation (?Assignee?), on the ot |
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| May 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFac |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period E |
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| April 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 HFactor, Inc |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Peri |
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| December 10, 2021 |
Exhibit 1A-12 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah November 3, 2021 Gail Levy Chief Executive Officer HFactor, Inc. 244 Madison Ave, #1249 New York, NY 10016 Dear Ms. Levy: I have acted, at your request, as special counsel to HFactor, Inc., a Georgia corporation (the “Company”), for the purpose of rendering an opinion |
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| December 10, 2021 |
Exhibit 11.1 BOLKO & ASSOCIATES, LLC ACCOUNTANTS AND ADVISORS PCAOB REGISTERED CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use, in the registration statement on Form 1-A/A, of Ficaar Inc., of our report dated April 9, 2021 on our audit of the financial statements of Ficaar Inc. as of December 31, 2019 and 2020, and the related statements of operations, stockholders? |
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| December 10, 2021 |
253G3 1 hfactor253g3.htm FORM 253(G)(3) Filed Pursuant to Rule 253(g)(3) Offering File Number: 024-11694 OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: November 12, 2021 December 9, 2021 HFactor, Inc. 244 Madison Ave, #1249 New York, NY 10016 (516) 647-5171 This document (the “Supplement”) supplements the Offering Circular of HFactor, Inc. (the “Company”) filed |
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| November 18, 2021 |
Amendment to Articles of Incorporation EX-3.1 2 ficaarex0301.htm AMENDMENT TO ARTICLES OF INCORPORATION DATED NOVEMBER 8, 2021 Exhibit 3.1 STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower 2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF AMENDMENT NAME CHANGE I, Brad Raffensperger, the Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the sea |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: November 18, 2021 (Date of earliest event reported) HFactor, Inc. (Exact name of registrant as specified in its charter) Georgia 000-1144546 58-2634747 (State of Incorporation) (Commission File Number) (IRS EIN) 244 M |
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| November 10, 2021 |
Ficaar, Inc. 244 Madison Ave. New York, NY 10016 November 10, 2021 Ficaar, Inc. 244 Madison Ave. #1249 New York, NY 10016 November 10, 2021 VIA EDGAR Ms. Olivia Bobes Division of Corporation Finance U.S. Securities and Exchange Commission Re: Ficaar, Inc. Form 1-A: Request for Qualification File No. 024-11694 Dear Ms. Bobes: Ficaar, Inc. (the ?Company?), hereby requests qualification of the Company?s above-referenced Offering Statement on Form 1-A (?Offering Stat |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For quarterly period ended September 30, 2021 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 00 |
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| November 3, 2021 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 516) 647-5171 FORM 1-A/A (Amendment No. 1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Ficaar, Inc. (Exact name of issuer as specified in its charter) Georgia (State of other jurisdiction of incorporation or organization) 244 Madison Ave, #1249 New York, NY 10016 (516) 647-5171 (Address, including zi |
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| November 3, 2021 |
Exhibit 1A-12 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah November 3, 2021 Gail Levy Chief Executive Officer Ficaar, Inc. 244 Madison Ave, #1249 New York, NY 10016 Dear Ms. Levy: I have acted, at your request, as special counsel to Ficaar, Inc., a Georgia corporation (the “Company”), for the purpose of rendering an opinion a |
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| November 3, 2021 |
Exhibit 11.1 BOLKO & ASSOCIATES, LLC ACCOUNTANTS AND ADVISORS PCAOB REGISTERED CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use, in the registration statement on Form 1-A/A, of Ficaar Inc., of our report dated April 9, 2021 on our audit of the financial statements of Ficaar Inc. as of December 31, 2019 and 2020, and the related statements of operations, stockholders’ |
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| November 1, 2021 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 516) 647-5171 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Ficaar, Inc. (Exact name of issuer as specified in its charter) Georgia (State of other jurisdiction of incorporation or organization) 244 Madison Ave, #1249 New York, NY 10016 (516) 647-5171 (Address, including zip code, and telephon |
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| November 1, 2021 |
Exhibit 1A-12 Jeffrey Turner ? Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah October 29, 2021 Gail Levy Chief Executive Officer Ficaar, Inc. 244 Madison Ave, #1249 New York, NY 10016 Dear Ms. Levy: I have acted, at your request, as special counsel to Ficaar, Inc., a Georgia corporation (the ?Company?), for the purpose of rendering an opinion a |
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| November 1, 2021 |
Exhibit 11.1 BOLKO & ASSOCIATES, LLC ACCOUNTANTS AND ADVISORS PCAOB REGISTERED CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use, in the registration statement on Form 1-A, of Ficaar Inc., of our report dated April 9, 2021 on our audit of the financial statements of Ficaar Inc. as of December 31, 2019 and 2020, and the related statements of operations, stockholders’ eq |
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| November 1, 2021 |
Exhibit 4.1 FICAAR, INC. SUBSCRIPTION AGREEMENT REGULATION A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of, 2021 between FICAAR, INC., a corporation organized under the laws of the State of Georgia, (the ?Company?), and the undersigned (the ?Subscriber? and together with each of the other subscribers in the Offering (defined below), the ?Subscribers?). WHEREAS, the Company desires to se |
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| October 12, 2021 |
Boot Capital Warrant dated October 4, 2021 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| October 12, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: October 8, 2021 (Date of earliest event reported) FICAAR, INC. (Exact name of registrant as specified in its charter) Georgia 000-1144546 58-2634747 (State or other jurisdiction of Incorporation) (Commission File Numb |
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| October 12, 2021 |
Boot Capital Convertible Promissory Note dated October 4, 2021 EX-10.2 6 ficaarex1002.htm BOOT CAPITAL CONVERTIBLE PROMISSORY NOTE DATED OCTOBER 4, 2021 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, |
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| October 12, 2021 |
Boot Capital Securities Purchase Agreement dated October 4, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October 4, 2021, by and between FICAAR, INC., a Georgia corporation, with its address at 257 Varet, Brooklyn, New York 11206 (the ?Company?), and BOOT CAPITAL LLC., a Delaware limited liability company, with its address at 1688 Meridian Ave. Suite 723, Miami Beach, FL 33139 (the ?Buyer?). W |
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| August 11, 2021 |
Series C Preferred Stock Designation Exhibit 4.1 DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES C PREFERRED STOCK I. DESIGNATION AND AMOUNT; DIVIDENDS A. Designation. The designation of said series of preferred stock shall be Series C Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”). B. Number of Shares. The number of shares of Series C Preferred Stock authorized shall be One Million (1,000,000) shares. Ea |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 9, 2021 (Date of earliest event reported) FICAAR, INC. (Exact name of registrant as specified in its charter) Georgia 000-1144546 58-2634747 (State or other jurisdiction of Incorporation) (Commission File Numbe |
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| August 11, 2021 |
Exhibit 2.1 Agreement and Plan of Merger among FICAAR, Inc. and FCAA Merger Sub I, Inc. and HyEdge, Inc. and The Shareholders of HyEdge, Inc. dated August 6, 2021 1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated August 6, 2021 (?Effective Date?), is entered into among FICAAR, Inc., a Georgia corporation ("Parent"), FCAA Merger Sub I, Inc., a Delaware corpo |
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| August 11, 2021 |
Boot Capital Convertible Promissory Note dated July 22, 2021 Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| August 11, 2021 |
Boot Capital Securities Purchase Agreement dated July 22, 2021 EX-10.4 6 ficaarex1004.htm BOOT CAPITAL SECURITIES PURCHASE AGREEMENT DATED JULY 22, 2021 Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 22, 2021, by and between FICAAR, INC., a Georgia corporation, with its address at 257 Varet, Brooklyn, New York 11206 (the “Company”), and BOOT CAPITAL LLC., a Delaware limited liability company, |
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| August 11, 2021 |
Amendment to Articles of Incorporation EX-3.1.1 3 ficaarex030101.htm AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION Exhibit 3.1 ARTICLES OF AMENDMENT OF FICAAR, INC To the Secretary of State State of Georgia Pursuant to the provisions of the Georgia Business Corporation Code, Ficaar, Inc. (the "corporation") does hereby adopt the following Articles of Amendment: 1. Article IV of the Articles of Incorporation of the Corporation is |
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| August 11, 2021 |
Series D Preferred Stock Designation EX-4.2 5 ficaarex0402.htm CERTIFICATE OF DESIGNATION FOR SERIES D PREFERRED STOCK Exhibit 4.2 DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES D PREFERRED STOCK I. DESIGNATION AND AMOUNT; DIVIDENDS A. Designation. The designation of said series of preferred stock shall be Series D Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”). B. Number of Shares. The number of shares |
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| August 11, 2021 |
Resignation of Dawn Cames dated August 6, 2021 Exhibit 17.1 LETTER OF RESIGNATION August 6, 2021 Board of Directors Ficaar, Inc. 257 Varet Street Brooklyn, NY 11206 Re: Resignation of Dawn Cames Dear Ladies and Gentlemen: In accordance with the Company's Bylaws, I hereby resign as President and member of the Board of Directors of Ficaar, Inc. (the "Company"), effective as of the date hereof. Please note that my resignation is not as a result o |
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| August 11, 2021 |
Boot Capital Warrant dated July 22, 2021 EX-10.6 8 ficaarex1006.htm BOOT CAPITAL WARRANT DATED JULY 22, 2021 Exhibit 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNE |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For quarterly period ended June 30, 2021 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 000-114 |
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| June 10, 2021 |
Exhibit 10.4 STOCK PURCHASE AGREEMENT Stock Purchase Agreement (the "Agreement") dated May 28, 2021 by and between, DAVID CICALESE (the "Seller"), and GAIL LEVY (the "Purchaser"). WHEREAS, Seller is the owner of 30,020,000 shares of common stock of Ficaar, Inc., a Georgia corporation (the "Company"); and WHEREAS, Purchaser wishes to buy 29,900,000 of the shares of common stock of the Company (the |
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| June 10, 2021 |
Boot Capital Securities Purchase Agreement dated May 27, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 27, 2021, by and between FICAAR, INC., a Georgia corporation, with its address at 257 Varet, Brooklyn, New York 11206 (the ?Company?), and BOOT CAPITAL LLC., a Delaware limited liability company, with its address at 8 Jefferey Lane East Quogue, NY 11942 (the ?Buyer?). WHEREAS: A. The Co |
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| June 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: June 4, 2021 (Date of earliest event reported) FICAAR, INC. (Exact name of registrant as specified in its charter) Georgia (State of Incorporation) 000-1144546 Commission File Number (IRS EIN) 257 Varet Street Brookly |
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| June 10, 2021 |
Boot Capital Warrant dated May 27, 2021 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 10, 2021 |
Boot Capital Convertible Promissory Note dated May 27, 2021 EX-10.2 3 ficaar8k-ex1002.htm BOOT CAPITAL CONVERTIBLE PROMISSORY NOTE DATED MAY 27, 2021 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, |
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| June 10, 2021 |
Resignation of David Cicalese dated June 1, 2021 Exhibit 17.1 RESIGNATION LETTER June 1, 2021 Ficaar, Inc. Gentlemen: This letter confirms that I hereby resign as an officer and member of the Board of Directors of Ficaar, Inc. (the ?Corporation?). My resignation is not the result of any disagreement with the Corporation on any matter relating to its operation, policies (including accounting or financial policies) or practices. Sincerely, /s/ Dav |
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| May 4, 2021 |
Quarterly Report - CURRENT REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended March 31, 2021. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1 |
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| April 13, 2021 |
10-K 1 ficaar10k-123120.htm ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| March 30, 2021 |
NT 10-K 1 ficaarext.htm EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| March 1, 2021 |
Quarterly Report - QUARTERLY REPORT 10-Q 1 ficaar10q-093020.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended September 30, 2020. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transiti |
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| February 22, 2021 |
Quarterly Report - QUARTERLY REPORT 10-Q 1 ficaar10q-063020.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended June 30, 2020. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition pe |
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| February 18, 2021 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended March 31, 2020. ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1144546 FICAAR, INC |
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| February 2, 2021 |
Form of Convertible Note dated December 15, 2015 with Concorde Consulting Corp. EX-10.1 2 f10k2019ex10-1ficaarinc.htm FORM OF CONVERTIBLE NOTE DATED DECEMBER 15, 2015 WITH CONCORDE CONSULTING CORP Exhibit 10.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 FICAAR, INC. (Exact name of re |
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| February 2, 2021 |
Exhibit 21.1 Ficaar, Inc. List of Subsidiaries Company Name State of Incorporation Standard Canna, Inc. Florida Standard Cultivation Systems, Inc. Colorado Standard Property Group, Inc. California Precious Holdings, Inc. |
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| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 000-33467 SEC FILE NUMBER 0001144546 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Re |
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| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 000-33467 SEC FILE NUMBER 0001144546 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2020 ☐ Transition Repor |
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| March 31, 2020 |
8-K 1 ea120281-8kficaarinc.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2020 FICAAR, INC. (Exact Name of Registrant as Specified in its Charter) Georgia 000-1144546 (State or other jurisdiction of incorpor |
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| November 13, 2019 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended September 30, 2019. o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1144546 FICAAR, |
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| September 27, 2019 |
Letter dated September 22, 2019 from Dov Weinstein & Co CPA Exhibit 16.1 September 22, 2019 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Re: Ficaar, Inc. To Whom It May Concern: We have read Item 4.01 of Form 8-K dated September 20, 2019 of Ficaar, Inc., and are in agreement with the statements relating only to Weinstein & Co. contained therein. We have no basis to agree or disagree with other statements of the Company co |
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| September 27, 2019 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K 1 f8k092019ficaarinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 20, 2019 Ficaar, Inc. (Exact name of registrant as specified in its charter) Georgia 000-1144546 (State or other jurisdiction of inc |
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| August 13, 2019 |
FCAA / Ficaar, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended June 30, 2019. o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1144546 FICAAR, INC |
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| May 13, 2019 |
FCAA / Ficaar, Inc. 10-Q Quarterly Report QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended March 31, 2019. ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1144546 FICAAR, INC |
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| April 15, 2019 |
FCAA / Ficaar, Inc. ANNUAL REPORT (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1144546 FICAAR, INC. (Exact name of re |
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| April 15, 2019 |
Exhibit 21.1 Ficaar, Inc. List of Subsidiaries Company Name State of Incorporation Standard Canna, Inc. Florida Standard Cultivation Systems, Inc. Colorado Standard Property Group, Inc. California Precious Holdings, Inc. Delaware |
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| April 15, 2019 |
Form of Convertible Note dated December 15, 2015 with Concorde Consulting Corp. Exhibit 10.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIO |
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| March 29, 2019 |
FCAA / Ficaar, Inc. NOTICE OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-33467 CUSIP NUMBER 0001144546 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR For Period Ended: December 31, 2018 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Tran |
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| January 29, 2019 |
January 29, 2019 United States Securities and Exchange Commission Washington, DC 20549 Re: FICAAR, INC. |
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| November 21, 2018 |
FCAA / Ficaar, Inc. 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended September 30, 2018. o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 0 |
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| November 20, 2018 |
FCAA / Ficaar, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended September 30, 2018. ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-1144546 FICAAR, |
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| November 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-33467 CUSIP NUMBER 0001144546 (Check One): ¨ Form 10-K ¨ Form 20-F x Form 10-Q ¨ Form 10-D ¨ Form N-SAR For Period Ended: September 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form |
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| November 6, 2018 |
EX-3.2 3 tv506487ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 BYLAWS OF OWNERTEL, INC. ARTICLE I OFFICES SECTION 1.01. NAME. The name of the Corporation is OWNERTEL, INC., hereinafter referred to as the "Corporation." SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Georgia shall be in the City of Atlanta, County of Fulton, and the resident agent in charge thereof shall |
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| November 6, 2018 |
Exhibit 3.1.1 Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CONTROL NUMBER : 0131025 EFFECTIVE DATE : 07/02/2001 JURISDICTION : GEORGIA REFERENCE : 0156 PRINT DATE : 07/10/2001 FORM NUMBER : 311 STEVEN H. LANG 225 PEACHTREE STREET, NE SUITE 2100 ATLANTA, GA 30303 CERTIFICATE OF INCORPORATION I, Cathy Cox, the Secretary of State a |
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| November 6, 2018 |
FCAA / Ficaar, Inc. FORM 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 3 Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Ficaar, Inc. (Exact name of registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 257 Varet Street, Brooklyn, New York 11206 (Address of p |
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| November 6, 2018 |
November 6, 2018 United States Securities and Exchange Commission Washington, DC 20549 Re: FICAAR, INC. |
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| October 23, 2018 |
October 23, 2018 United States Securities and Exchange Commission Washington, DC 20549 Re: FICAAR, INC. |
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| October 22, 2018 |
FCAA / Ficaar, Inc. 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended June 30, 2018. ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-33 |
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| October 22, 2018 |
FCAA / Ficaar, Inc. 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended March 31, 2018. ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-3 |
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| October 19, 2018 |
Exhibit 3.1.1 Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CONTROL NUMBER : 0131025 EFFECTIVE DATE : 07/02/2001 JURISDICTION : GEORGIA REFERENCE : 0156 PRINT DATE : 07/10/2001 FORM NUMBER : 311 STEVEN H. LANG 225 PEACHTREE STREET, NE SUITE 2100 ATLANTA, GA 30303 CERTIFICATE OF INCORPORATION I, Cathy Cox, the Secretary of State a |
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| October 19, 2018 |
Exhibit 3.2 BYLAWS OF OWNERTEL, INC. ARTICLE I OFFICES SECTION 1.01. NAME. The name of the Corporation is OWNERTEL, INC., hereinafter referred to as the "Corporation." SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Georgia shall be in the City of Atlanta, County of Fulton, and the resident agent in charge thereof shall be Will Head. The Corporation may chan |
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| October 19, 2018 |
FCAA / Ficaar, Inc. FORM 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 2 Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Ficaar, Inc. (Exact name of registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 257 Varet Street, Brooklyn, New York 11206 (Address of p |
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| October 18, 2018 |
FCAA / Ficaar, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended March 31, 2018. ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-33467 FICAAR, INC ( |
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| October 18, 2018 |
FCAA / Ficaar, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarterly period ended June 30, 2018. o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 000-33467 FICAAR, INC (E |
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| August 7, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 1 Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Ficaar, Inc. (Exact name of registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 257 Varet Street, Brooklyn, New York 11206 (Address of p |
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| August 7, 2018 |
Exhibit 3.2 BYLAWS OF OWNERTEL, INC. ARTICLE I OFFICES SECTION 1.01. NAME. The name of the Corporation is OWNERTEL, INC., hereinafter referred to as the "Corporation." SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Georgia shall be in the City of Atlanta, County of Fulton, and the resident agent in charge thereof shall be Will Head. The Corporation may chan |
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| August 7, 2018 |
Exhibit 3.1.1 Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CONTROL NUMBER : 0131025 EFFECTIVE DATE : 07/02/2001 JURISDICTION : GEORGIA REFERENCE : 0156 PRINT DATE : 07/10/2001 FORM NUMBER : 311 STEVEN H. LANG 225 PEACHTREE STREET, NE SUITE 2100 ATLANTA, GA 30303 CERTIFICATE OF INCORPORATION I, Cathy Cox, the Secretary of State a |
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| August 7, 2018 |
July 30, 2018 United States Securities and Exchange Commission Washington, DC 20549 Re: FICAAR, INC. |
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| January 24, 2018 |
Exhibit 3.2 BYLAWS OF OWNERTEL, INC. ARTICLE I OFFICES SECTION 1.01. NAME. The name of the Corporation is OWNERTEL, INC., hereinafter referred to as the "Corporation." SECTION 1.02. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Georgia shall be in the City of Atlanta, County of Fulton, and the resident agent in charge thereof shall be Will Head. The Corporation may chan |
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| January 24, 2018 |
Exhibit 3.1.1 Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CONTROL NUMBER : 0131025 EFFECTIVE DATE : 07/02/2001 JURISDICTION : GEORGIA REFERENCE : 0156 PRINT DATE : 07/10/2001 FORM NUMBER : 311 STEVEN H. LANG 225 PEACHTREE STREET, NE SUITE 2100 ATLANTA, GA 30303 CERTIFICATE OF INCORPORATION I, Cathy Cox, the Secretary of State a |
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| January 24, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Ficaar, Inc. (Exact name of registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 257 Varet Street, Brooklyn, New York 11206 (Address of principal executi |
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| September 30, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2008 Ficaar, Inc. (Exact name of registrant as specified in its charter) Delaware 333-66360 N/A (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation |
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| May 2, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. 333-66360 Commission File Number FICAAR, INC. (Exact name of registrant as specified in its charter) 2014 Santa Clara A |
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| March 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 27, 2007 Ficaar, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Georgia 333-66360 58-2634747 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSI |
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| April 30, 2007 |
Exhibit 10.2 OWNERTEL, INC. April 30, 2007 VIA HAND DELIVERY Mr. William G. Head, III PO Box 6692 Raleigh, NC 27628 Re: Letter Consulting Agreement Dear William: This Letter Consulting Agreement, when countersigned by you, will constitute an independent contractor agreement between William G. Head, III (?you?) and OwnerTel, Inc. (the ?Company?). You will consult to the Company part-time for a peri |
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| April 30, 2007 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT BETWEEN OWNERTEL, INC., WILLIAM G. HEAD, III, ELIZABETH CREWS AND BLUEPOINT FINANCIAL, LLC DATED AS OF THE 30TH DAY OF APRIL, 2007 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of April, 2007 (the “Agreement Date”) by and among OWNERTEL, INC., a corporation organized and existing under the |
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| April 30, 2007 |
Letter Consulting Agreement by and between Ownertel, Inc. and Elizabeth Crews dated April 30, 2007. Exhibit 10.3 OWNERTEL, INC. April 30, 2007 VIA HAND DELIVERY Ms. Elizabeth Crews 6726 N. River Shore Drive Tampa, FL 33604 Re: Letter Consulting Agreement Dear Elizabeth: This Letter Consulting Agreement, when countersigned by you, will constitute an independent contractor agreement between Elizabeth Crews (“you”) and OwnerTel, Inc. (the “Company”). You will consult to the Company part-time for a |
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| April 30, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2007 OWNERTEL, INC. (Exact name of registrant as specified in its charter) Georgia 333-66360 58-2634747 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| April 30, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ownertel, Inc. |
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| April 1, 2003 |
NT 10-K 1 a2107417znt10-k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: January 31, 2005 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER CUSIP NUMBER (CHECK ONE): ý Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR For Period Ended: December 31, 2 |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.15 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and John Stover ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to provide |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.7 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Dominic Richardson ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to pr |
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| December 16, 2002 |
As filed with the Securities and Exchange Commission on December 16, 2002 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on December 16, 2002 Registration No. |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and James Foster ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to provide |
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| December 16, 2002 |
EX-99.16 20 a2096152zex-9916.htm EXHIBIT 99.16 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.16 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Regina L. Shafer ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Melinda Masters ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to provi |
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| December 16, 2002 |
EX-99.4 8 a2096152zex-994.htm EXHIBIT 99.4 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Gilbert Coan ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the |
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| December 16, 2002 |
EX-99.9 13 a2096152zex-999.htm EXHIBIT 99.9 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.9 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Joseph Carter II ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for |
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| December 16, 2002 |
AMENDED AND RESTATED CONSULTING AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Edward C. Williams ("Consultant"). WHEREAS, the Company had a previous agreement with Consultant to provide services |
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| December 16, 2002 |
EX-99.11 15 a2096152zex-9911.htm EXHIBIT 99.11 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and William Turrentine ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain servic |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.13 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Gregory R. Catinella ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to |
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| December 16, 2002 |
AMENDED AND RESTATED CONSULTING AGREEMENT EX-99.2 6 a2096152zex-992.htm EXHIBIT 99.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Frank Manfredi ("Consultant"). WHEREAS, the Company had a previous agreem |
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| December 16, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Melvin McCallister ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to pr |
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| December 16, 2002 |
EX-99.14 18 a2096152zex-9914.htm EXHIBIT 99.14 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.14 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Parnell S. Crittenden ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain ser |
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| December 16, 2002 |
EX-99.12 16 a2096152zex-9912.htm EXHIBIT 99.12 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.12 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Robert E. Strom ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services |
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| December 16, 2002 |
EX-99.3 7 a2096152zex-993.htm EXHIBIT 99.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Robert Zuk ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Co |
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| December 16, 2002 |
EX-99.8 12 a2096152zex-998.htm EXHIBIT 99.8 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 6th day of December, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Joseph F. Morgan ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for |
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| November 14, 2002 |
CERTIFICATION OF PERIODIC REPORT EX-99.2 4 j5990ex99d2.htm EX-99.2 Exhibit 99.2 CERTIFICATION OF PERIODIC REPORT I, Elizabeth Crews, Chief Financial and Accounting Officer of OwnerTel, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (3) the Quarterly Report on Form 10-QSB of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complie |
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| November 14, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2002 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 333-66360 OWNERTEL, INC. (E |
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| November 14, 2002 |
CERTIFICATION OF PERIODIC REPORT EX-99.1 3 j5990ex99d1.htm EX-99.1 Exhibit 99.1 CERTIFICATION OF PERIODIC REPORT I, William G. Head, III, President of OwnerTel, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-QSB of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements |
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| November 13, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB 10QSB 1 a2093491z10qsb.htm FORM 10QSB QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2002 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES |
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| November 13, 2002 |
CERTIFICATION OF PERIODIC REPORT EX-99.2 5 a2093491zex-992.htm EXHIBIT 99.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 CERTIFICATION OF PERIODIC REPORT I, Elizabeth Crews, Chief Financial and Accounting Officer of OwnerTel, Inc., (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (3) the Quarterly Report on Form 10-QSB of the Compa |
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| November 13, 2002 |
CERTIFICATION OF PERIODIC REPORT EX-99.1 4 a2093491zex-991.htm EXHIBIT 99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 CERTIFICATION OF PERIODIC REPORT I, William G. Head, III, President of OwnerTel, Inc., (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-QSB of the Company for the quarterly per |
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| November 13, 2002 |
FIRST AMENDMENT TO OPTION AND SERVICES AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 FIRST AMENDMENT TO OPTION AND SERVICES AGREEMENT THIS FIRST AMENDMENT TO OPTION AND SERVICES AGREEMENT (the "Amendment") is made as of the 21st day of September, 2002, by and between TRANSNET CONNECT, INC., a Florida corporation ("TransNet") and OWNERTEL, INC., a Georgia corporation ("OwnerTel"). W I T N E S S E T H: WH |
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| October 23, 2002 |
EX-99.2 6 a2091697zex-992.htm EXHIBIT 99.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 21st day of October, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Paul K. Danner ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for th |
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| October 23, 2002 |
EX-99.1 5 a2091697zex-991.htm EXHIBIT 99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 21st day of October, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Angela Bordwell ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for t |
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| October 23, 2002 |
EX-99.4 8 a2091697zex-994.htm EXHIBIT 99.4 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 21st day of October, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Frank Manfredi ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for th |
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| October 23, 2002 |
EX-99.5 9 a2091697zex-995.htm EXHIBIT 99.5 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 21st day of October, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Tonya L. Turk ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the |
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| October 23, 2002 |
As filed with the Securities and Exchange Commission on October , 2002 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on October , 2002 Registration No. |
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| October 23, 2002 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT entered into as of this 21st day of October, 2002 between OWNERTEL, INC., a Georgia corporation (the "Company") and Christopher Liston ("Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to pr |
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| August 13, 2002 |
CERTIFICATION OF PERIODIC REPORT Exhibit 99.1 CERTIFICATION OF PERIODIC REPORT I, William G. Head, III, President of OwnerTel, Inc. (the ?Company?), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-QSB of the Company for the quarterly period ended June 30, 2002 (the ?Report?) fully complies with the requirements of Section 13(a) or 15(d) of the S |
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| August 13, 2002 |
CERTIFICATION OF PERIODIC REPORT Exhibit 99.2 CERTIFICATION OF PERIODIC REPORT I, Elizabeth Crews, Chief Financial and Accounting Officer of OwnerTel, Inc. (the ?Company?), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (3) the Quarterly Report on Form 10-QSB of the Company for the quarterly period ended June 30, 2002 (the ?Report?) fully complies with the requirements of Section |
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| August 13, 2002 |
PART I — FINANCIAL INFORMATION SIGNATURES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2002 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 333-66360 OWNERTEL, INC. (Exa |
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| July 9, 2002 |
OwnerTel, Inc. Common Stock 3,000,000 Shares of Common Stock $0.75 per share QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(3) (SEC File No. |
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| June 19, 2002 |
As filed with the Securities and Exchange Commission on June 19, 2002 POS AM 1 a2082692zposam.htm POS AM QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on June 19, 2002 Registration Statement No. 333-66360 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (POST-EFFECTIVE AMENDMENT NO. 2) OWNERTEL, INC. (Name of Small |
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| May 15, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2002 |
QuickLinks - Click here to rapidly navigate through this document Filed Pursuant to Rule 424(b)(1) Registration No. |
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| April 15, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB 10KSB 1 a2076718z10ksb.htm FORM 10KSB QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB (Mark One) ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2001 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Fo |
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| September 28, 2001 |
1 EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made, executed and delivered as of September 21, 2001, by and between TRANSNET CONNECT, INC., a Florida corporation ("Grantor"), and OWNERTEL, INC., a Georgia corporation ("Grantee"). WITNESSETH: WHEREAS, Grantor desires to transfer, convey and assign all of Grantor's rights in and to the v |
