PART II AND III 3 ttin1aa11.htm Take It National - 1-A/A

 

PART II AND III

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

 

FORM 1-A/A

TIER I OFFERING

 

Take It National, Inc.

(Exact name of registrant as specified in its charter)

 

Date: May 20, 2020

 

Florida

 

8742

 

27-3050524

(State of Other Jurisdiction Of Incorporation)

 

(Primary Standard Classification Code)

 

(IRS Employer Identification No.)

 

Daniel Gudema 561-609-2537

info@TakeItNational.com

 

299 Camino Gardens

Suite 300

Boca Raton FL 33432

United States

 

Please send copies of all correspondence to our corporate business address: [X]

 

THIS OFFERING STATEMENT SHALL ONLY BE QUALIFIED UPON ORDER OF THE COMMISSION, UNLESS A SUBSEQUENT AMENDMENT IS FILED INDICATING THE INTENTION TO BECOME QUALIFIED BY OPERATION OF THE TERMS OF REGULATION A.

 

PART I - NOTIFICATION

 

Part I should be read in conjunction with the attached XML Document for Items 1-6

PART I - END


1


 

 

PRELIMINARY OFFERING CIRCULAR DATED May 20, 2020

An offering statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.



Take It National, Inc.

 

Take It National, Inc.

299 Camino Gardens

Suite 300

Boca Raton FL 33432

United States

561-609-2537; www.TakeItNational.com

 

Best Efforts Offering of up to 4,000,000 Shares of Common Stock

 

This is the initial public offering of securities of Take It National, Inc., a Florida corporation ("we,", "us"," "our", "our company" "TIN,", or the "Company"). In this offering we are offering 4,000,000 shares of our common stock. The offering is being made on a self- underwritten, "best efforts" basis directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale, you should refer to the section entitled "Plan of Distribution" in this offering statement. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Daniel Gudema. He will not receive any commissions or proceeds for selling the shares on our behalf. There is uncertainty that we will be able to sell any of the 4,000,000 shares being offered by the Company. All of the shares being qualified for sale by the Company will be sold at a fixed price of $0.50 per share for the duration of the Offering. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

 

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular, unless extended by our director(s) for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

Proceeds to

Underwriting

 

Price to

Public(1)

 

Discount and

Commissions(2)

 

Proceeds to

Issuer(3)

 

Other Persons

Per share

$

0.50

$

0.00

$

0,50

$

0.00

Total Maximum

$

4,000,000

$

0.00

$

2,000,000

$

0.00

 

(1) We do not intend to use commissioned sales agents or underwriters.

 

(2) The amounts shown are before deducting offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, selling and other costs incurred in this offering, which we estimate will be $20,000.00 in the aggregate. See the section entitled "Plan of Distribution."

 

Currently, our officers and directors own 3,000,000 of our Common Stock and have 100% of the voting power of our outstanding capital stock.

 

The proceeds from the sale of the securities will be placed directly into the company's account; any investor who purchases shares will have no assurance that any monies, beside their own, will be invested in the offering. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. All expenses incurred in this offering are being paid for by the company. There has been no public trading market for the common stock of Take It National, Inc.

 

The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF A SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

 

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO 'RISK FACTORS' BEGINNING ON PAGE 7.

 

THE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER 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.

 

You should rely only on the information contained in this offering circular and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this offering circular. If anyone provides you with different information, you should not rely on it.

 

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

 

The date of this offering circular is May 20, 2020

3


 

 

The following table of contents has been designed to help you find important information contained in this offering circular. We encourage you to read the entire offering circular.

 

TABLE OF CONTENTS

 

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with additional information or information different from that contained in this offering circular. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this offering circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Page

PART - II OFFERING CIRCULAR

 

OFFERING CIRCULAR SUMMARY

5

RISK FACTORS

7

DILUTION

12

DETERMINATION OF OFFERING PRICE

13

PLAN OF DISTRIBUTION

13

USE OF PROCEEDS

15

DESCRIPTION OF BUSINESS

17

DESCRIPTION OF PROPERTY

20

MANAGEMENT'S DECISION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATION

21

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

24

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

25

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

26

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

26

SECURITIES BEING OFFERED

26

WHERE YOU CAN FIND MORE INFORMATION

27

FINANCIAL STATEMENTS

F-1

PART -  III

 

EXHIBITS TO OFFERING STATEMENT

29

SIGNATURES

30


4


 

 

PART - II

 

OFFERING CIRCULAR SUMMARY

 

In this offering circular, "Take It National, Inc.," the "Company," "we", "TIN:", "us", and "our", refer to Take It National, Inc., unless the context otherwise requires. Unless otherwise indicated, the term "fiscal year" refers to our fiscal year ending December 31. Unless otherwise indicated, the term "Common Stock" refers to shares of the Company's Common stock.

 

This offering circular, and any supplement to this offering circular include "forward looking statements". To the extent that the information presented in this offering circular discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward looking "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the "Risk Factors" section and the "Management's Discussion and Analysis of Financial Position and Results of Operations" section in this offering circular.

 

This summary only highlights selected information contained in greater detail elsewhere in this offering circular. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire offering circular, including "Risk Factors" beginning on Page 6, and the financial statements, before making an investment decision.

 

The Company

 

We were originally incorporated in the State of Florida on June 29, 2010

Our corporate business address is: 299 Camino Gardens, Suite 300, Boca Raton FL 33432, United States. Our phone number is 561-609-2537. Our E-Mail address is info@TakeItNational.com. We maintain a website at www. TakeItNational.com Information available on our website is not incorporated by reference in and is not deemed a part of this offering circular.

 

Our company provides online lead generation services and has developed a proprietary B2B platform for search engine optimization for US companies.. Our mission is to empower independent business operators with opportunities to improve the profitability and sustainability of those businesses. We will achieve our mission by consolidating the tasks of online lead generation combined with content management in an easy to use B2B platform that aggregates content data with search engine placement for specific search terms. Customers have a one-stop platform that creates leads/sales and monitors the new lead statistics. Our next goal is to fully develop an integrated platform for independent resellers operators across all states generate additional profit for all our Customers and ourselves.

 

We currently have completed the software platform architecture. To date, we have revenue through direct sales and resellers. We do not currently offering any consulting services. Rather, management's focus has been to make progress in the implementation of our software platform and generating reseller interest in our platform.

 

We have developed a proprietary software platform, set up joint ventures or referral networks and advertising programs. We may also develop, license or acquire additional software platforms to enhance the profitability of independent resellers. These may include integration with accounting, POS and inventory platforms as well as enhancing the online presence including ordering and delivery for our Customers.



5


 

 

The Offering

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

Through this offering, we intend to qualify 4,000,000 shares for offering to the public. We are offering these shares at a price per share of $0.50. We will receive all proceeds from the sale of the common stock.

 

Securities being offered by the Company

 

4,000,000 shares of common stock at a price of $0.50 per share. Our offering will terminate upon the earliest of (i) such time as all the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

1/ Offering price per share

We will sell the shares at price per share of $0.50.

 

2/ Number of shares of common stock outstanding before the offering of common stock

3,000,000 common shares are currently issued and outstanding.

 

3/ Number of shares of common stock outstanding after the offering of common stock

7,000,000 common shares will be issued and outstanding if we sell all the shares we are offering herein.

 

4/ The minimum number of shares to be sold in this offering

None.

 

Best efforts offering: We are offering shares on a "best efforts" basis through our Chief Executive Officer, Mr. Bosch, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.

 

Market for the common shares: Our common stock is not listed for trading on any exchange or automated quotation system. There can be no assurance that any market for our common stock or any of our other securities will ever develop.

 

Use of Proceeds

 

We intend to use the net proceeds to us for working capital.

 

Termination of the Offering

 

This offering will terminate upon the earlier to occur of (i) 365 days after this Offering Statement becomes qualified with the Securities and Exchange Commission, or (ii) the date on which all 4,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering.

 

Subscriptions: All subscriptions once accepted by us are irrevocable.



Risk Factors: See "Risk Factors" and the other information in this offering circular for a discussion of the factors you should consider before deciding to invest in shares of our common stock. 

 

Restrictions on Investment: Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

6


 

 

Risk Factors

 

An investment in our shares involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our shares in this offering. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.

 

Risks Related to our Business

 

This offering is being conducted by the Company without the benefit of an underwriter, who could have confirmed the accuracy of the disclosures in our prospectus.

 

We have self-underwritten our offering on a "best efforts" basis, which means: No underwriter has engaged in any due diligence activities to confirm the accuracy of the disclosure in the prospectus or to provide input as to the offering price; the Company will attempt to sell the shares and there can be no assurance that all of the shares offered under the prospectus will be sold or that the proceeds raised from the offering, if any, will be sufficient to cover the costs of the offering; and there is no assurance that we can raise the intended offering amount.

 

We are currently profitable and may not become profitable due to adverse business conditions.

We have incurred operating losses since our formation and expect to incur losses in the foreseeable future. We also expect to experience positive cash flow for the foreseeable future as we fund our operations, expansion and capital expenditures.

As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or continue to achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business.

 

We are dependent upon the proceeds of this offering to fund our business. If we do not sell enough shares in this offering to continue operations, this could have a negative effect on the value of the common stock.

 

We must raise approximately $500,000 of the $2,000,000 offered in this offering unless we begin to generate enough revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

 

Our minimal operating history gives no assurances that our future operations will result in profitable revenues, which could result in the suspension or end of our operations.

 

We have a limited operating history upon which an evaluation of our future success or failure can be made. This is only true of our new search engine optimum software platform. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues.

There is substantial doubt as to our ability to continue as a going concern unless we continue to obtain new customers. We have incurred significant operating losses since our formation and expect to incur significant losses in the foreseeable future. We also expect to experience continued positive cash flow for the foreseeable future as we fund our operating costs and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business and may cause us to go out of business.

7


 

 

We are a new company with a limited operating history, and we face a high risk of business failure that could result in the loss of your investment.

 

We are a development stage company formed to carry out the activities described in this offering circular and thus have only a limited operating history upon which an evaluation of our business can be made. We have limited business operations.

 

Accordingly, our future revenue and operating results are difficult to forecast. As of the date of this Offering Circular, we have earned no revenue. Failure to generate revenue in the future will cause us to go out of business, which could result in the complete loss of your investment.

 

The Series A Preferred shareholders will always be entitled to have at least 51% of the votes on all matters submitted to a shareholder vote.

The Preferred Stock has the following provision, as shown in the EXHIBIT 1A-3.

Voting Rights. The holder of the share of Series A Preferred Stock shall have the following voting rights:

(a) The holder of each share of Series A Preferred Stock shall be vote with the equivalent of ten (10) shares of Common Stock, in all voting matters. The holder of the share of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Corporation, voting together with the holders of the common stock and of any other shares of capital stock of the Corporation entitled to vote at a meeting of shareholders as one class, except in cases where a separate or additional vote or consent of the holders of any class or series of capital stock or other equity securities of the Corporation shall be required by these Articles or applicable law, in which case the requirement for any such separate or additional vote or consent shall apply in addition to the single class vote or consent otherwise required by this paragraph.

(b) As of each record date for the determination of the Corporation's shareholders entitled to vote on any matter (a "Record Date"), the share of Series A Preferred Stock shall have voting rights and powers equal to the number of votes that entitle the holder of the share of Series A Preferred Stock to exercise one vote more than one-half of all votes entitled to be cast as of such Record Date by all holders of capital stock of the Corporation so as to ensure that the votes entitled to be cast by the holder of the share of Series A Preferred Stock shall be equal to at least fifty-one percent (51%) of all votes entitled to be cast.

(c) Without the written consent of the holder of the share of Series A Preferred Stock at a meeting of the shareholders of this Corporation called for such purpose, the Corporation will not amend, alter or repeal any provision of the Articles of Incorporation (by merger or otherwise) so as to adversely affect the preferences, rights or powers of the Series A Preferred Stock.

This means that the Preferred Stock Shareholders have total voting control of the Company, regardless of the results of this, or subsequent, offerings.

Our officers and directors control our company and may unilaterally make decisions regarding corporate transactions that are contrary to investor interests.

Our officers and directors currently own 100% of our outstanding voting securities. Regardless if more or less than $500,000.00 is raised in this offering, our executive officers and directors will continue to control our company. The Series A Preferred shareholders will always be entitled to have at least 51% of the votes on all matters submitted to a shareholder vote. The Preferred Stock has the following provision, as shown in the EXHIBIT 1A-3, in effect, gives total control of the voting rights of the Company and it's shareholders. (See PAGE 26 Preferred Stock for details and the accompanying EXHIBIT 1A-3). This voting control gives our officers and directors control our company, and they may unilaterally make decisions, regarding corporate transactions, that are contrary to investor interests.

Our officers and directors have the ability to control the voting power of our outstanding capital stock. Investors may find that his decisions are contrary to their interests. You should not purchase shares unless you are willing to entrust all aspects of management to our officers and directors, or their successors. Management will have the ability to make decisions regarding: (i) changing the business without shareholder notice or consent, (ii) make changes to the articles of incorporation whether to issue additional common and preferred stock, including themselves, (iii) make employment decisions, including compensation arrangements; and (iv) whether to enter into material transactions with related parties.

As a result, our officers and directors will have control of the Company and be able to choose all our directors. Their interests may differ from the ones of other stockholders. Factors that could cause their interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and their ability to continue to manage the business given the amount of time they are able to devote to us.

Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon their management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our officers and directors will not abuse their discretion in executing our business affairs, as their fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing.

Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the officers and directors, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.

 

Adverse developments that develop in the global economy restricting the credit markets may materially and negatively impact our business.

 

Though current global economic conditions appear stable and it has been several years from the last downturn in the world's major economies which constrained the credit markets, we must be aware that similar events could occur quickly and could heighten a number of material risks to our business, cash flows, and financial condition, as well as our future prospects. Any such current or future issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability of lenders to meet their funding requirements when we need to borrow. Further, in the uncertain event that a public market for our stock develops, any current or future volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices, if at all. Should a credit crisis develop in other countries, for example, which could create concerns over any number of economic indicators, it could increase volatility in global credit and equity markets. If we are unable to obtain credit or access capital markets, our business could be negatively impacted. For example, we may be unable to raise sufficient capital from this offering.

 

Our operating results may prove unpredictable, which could negatively affect our profit.

 

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from operations our inability to secure long-term service contract with the utilities that benefit from the installed technology; the level of commercial acceptance of our technology; fluctuations in the demand for our technology; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.

8


 

 

Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.

 

Because we are entirely dependent on the efforts of our officers and directors, any one of their departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We believe that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service.

 

However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key-person life insurance on any of our officers and directors.

 

If our Company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to our shareholders.

 

In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

 

If we are unable to manage our future growth, our business could be harmed, and we may not become profitable.

 

Significant growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the company's financial condition or the results of its operations.

 

Competitors may enter this sector with superior infrastructure and backing, infringing on our customer base, and affecting our business adversely.

We have identified a market opportunity for our services. Competitors may enter this sector with superior service. This would infringe on our customer base, having an adverse effect upon our business and the results of our operations.

 

Since we anticipate operating expenses will increase prior to earning revenue, we may never achieve profitability.

 

There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our products and services will attract potential buyers, generate any operating revenue, or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

 

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

 

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management's time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

9


 

 

Risks Related to This Offering

 

Due to the lack of a current public market for our common stock, investors may have difficulty in selling stock they purchase.

 

Prior to this offering, no public trading market existed for our securities. There can be no assurance that a public trading market for our common stock will develop or that a public trading market, if developed, will be sustained. Because there is none and may be no public market for our stock, we may not be able to secure future equity financing which would have a material adverse effect on our company. Furthermore, when and if our common stock is eligible for quotation on the OTC Market, there can also be no assurance as to the depth or liquidity of any market for the common stock or the prices at which holders may be able to sell the shares.

 

As a result, investors could find it more difficult to trade, or to obtain accurate quotations of the market value of, the stock as compared to securities that are traded on the NASDAQ trading market or on an exchange. Moreover, an investor may find it difficult to dispose of any shares purchased hereunder. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having our securities available for trading on the OTC Market, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. Accordingly, our shares should be considered totally illiquid, which inhibits investors' ability to resell their shares.

 

Investing in our company is highly speculative and could result in the entire loss of your investment.

 

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

 

Investing in our company may result in an immediate loss because buyers will pay more for our common stock than what the pro rata portion of the assets are worth.

 

The offering price and other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

 

The price of per share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.50. This premium in share price applies to the terms of this offering. The offering price will not change for the duration of the offering even if a market develops in our securities.

 

We have 15,000,000 authorized shares of common stock, of which 3,000,000 shares are currently issued and outstanding and 7,000,000 shares will be issued and outstanding after this offering terminates (assuming all shares have been sold). Our management could, with the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders.

10


 

 

We may, in the future, issue additional shares of common stock, which would reduce investors' percent of ownership and may dilute our share value.

 

Our articles of incorporation authorize the issuance of 15,000,000 shares of stock. Upon completion of this offering, we will have approximately 7,000,000 shares of common stock issued and outstanding if all shares offered are sold. Accordingly, we may issue up to an additional 7,000,000 shares of common stock after this offering. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

 

Preferred Shareholders have inordinate voting rights as compared to Common Shareholders.

The Company is authorized to issue up to one million (1,000,000) shares of Preferred Stock. As of December 31, 2019, he Company has issued one million (1,000,000) shares of Preferred Stock. These are shown on the accompanying Financial Statements included in this offering. These shares are owned equally (50/50) by our President and CEO. Regardless if more or less than $500,000.00 is raised in this offering, our executive officers and directors will continue to control our company. The Series A Preferred shareholders will always be entitled to have at least 51% of the votes on all matters submitted to a shareholder vote. The Preferred Stock has the following provision, as shown in the EXHIBIT 1A-3, in effect, gives total control of the voting rights of the Company and it's shareholders. (See PAGE 26 Preferred Stock for details and the accompanying EXHIBIT 1A-3). This voting control gives our officers and directors control our company, and they may unilaterally make decisions, regarding corporate transactions, that are contrary to investor interests.

Although no decision has been made when or whether to issue any further preferred shares, this would require the Board to authorize such an issuance, it is within the existing Management's existing voting power to do so. The Company may choose to issue additional preferred shares to significant investors (individuals or organizations) willing to invest and give those investors preferential treatment in the event of the liquidation of the company or be used to reward management for successful implementation of our business plan. The Management and Board of Directors may also elect to use Preferred Shares to maintain control of the Company and its operations.

As we do not have an escrow or trust account with the subscriptions for investors, if we file for or are forced into bankruptcy protection, investors will lose their entire investment.

 

Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

 

We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can make a gain on any investment in us.

 

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

 

In the event that our shares are traded, they may trade under $5.00 per share, and thus will be considered a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

 

In the event that our shares trade below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile, and you may not be able to buy or sell the stock when you want to.

11


 

 

Financial Industry Regulatory Authority ("FINRA") sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

 

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 

Status as Not a Shell Company

 

The Company it is not a "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, The Company is a "start-up" company which the Commission explicitly differentiates in Footnote 172 to SEC Release No. 33-8869 from "shell" companies covered under Rule 144(i)(1)(i) (the "Rule"). In adopting the definition of a shell company in SEC Release No. 33- 8587 (the "Release"), the Commission stated that it intentionally did not define the term "nominal" and it did not set a quantitative threshold of what constitutes a shell company. Indeed, under the Rule, the threshold for what is considered "nominal" is, to a large degree, subjective and based upon facts and circumstances of each individual case.

 

The Company is actively engaged in the implementation and deployment of its business plan. These activities include:

 

The company's operations are more than just "nominal." As the Commission points out in its Release, there are no established quantitative thresholds to determine whether a company's operations are in-fact "nominal". Instead, the determination is to be made on a case-by-case basis, with significant regards to a subjective analysis aimed at preventing serious problems from allowing scheming promoters and affiliates to evade the definition of a "shell" company (as well as the intent of the Rule). As described in Footnote 32 to the Release, the Commission expounds its rationale for declining to quantitatively define the term "nominal" regarding a shell company.

 

It is reasonably commonplace that development stage or "start-up" companies have limited assets and resources, as well as having a going concern explanatory paragraph in the report of its independent registered public accounting firm. The Company is considering all possible avenues to develop its business model. The Company believes that by being a public company this should increase its image and credibility in the marketplace and provide possible sources of funding for its business.

 

The company's management has been working at implementing the company's core business strategy, including, but not limited to, and business development in anticipation of its progressing operations and the development of its business model. The company's operations are more than "nominal" and that it does not fall within the class of companies for which the Commission was aiming to prevent as referenced in Release Footnote 32.

 

Dilution

 

The price of the current offering is fixed a $0.50 per share. This price is significantly higher than the price paid by the company's officers and directors and early investors which was $0.001.

 

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

 

We intend to sell 4,000,000 shares of our Common Stock. We were initially capitalized by the sale of our Common Stock. The following table sets forth the number of shares of Common Stock purchased from us, the total consideration paid and the price per share. The table assumes all 4,000,000 shares of Common Stock will be sold.

 

Shares Issued

 

Total Consideration

 

Price

Number

 

Percent

 

Amount

 

Percent

 

Per Share

Existing Shareholders

3,000,000

 

43%

$

10,000

 

1%

$

0.001

Purchasers of Shares

4,000,000

 

57%

$

2,000,000

 

99%

$

0.50

Total

7,000,000

 

100%

$

2,010,000

 

100%

$

0.29

 

 

The following table sets forth the difference between the offering price of the shares of our Common Stock being offered by us (If all 4 million shares are sold and the full $2 million is raised), the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 25%, 50%, 75% and 100% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of December 31, 2019. Totals may vary due to rounding.

 

 

25% of offered shares are sold

 

50% of offered shares are sold

 

75% of offered shares are sold

 

100% of offered shares are sold

Offering Price

$

0.50

$

0.50

$

0.50

$

0.50

Net tangible book value at December 31, 2019

$

0.001

$

0.001

$

0.001

$

0.001

Net tangible book value after giving effect to the offering

$

0.126

$

0.201

$

0.251

$

0.286

Increase in net tangible book value per share attributable to cash payments made by new investors

$

0.125

$

0.200

$

0.250

$

0.285

Per Share Dilution to New Investors

$

0.374

$

0.299

$

0.249

$

0.214

Percent Dilution to New Investors

 

74.80%

 

59.80%

 

49.80%

 

42.80%

 


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DETERMINATION OF OFFERING PRICE

 

The offering price of the common stock is not fixed and has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or if developed, it will continue or that the securities will ever trade at a price higher than the offering price.

 

PLAN OF DISTRIBUTION

Our common stock offered through this offering is being made by the Company through a direct offering. Our Common Stock may be sold or distributed from time to time by the Company utilizing general solicitation through the internet, social media, and any other means of widespread communication. The sale of our common stock offered by us through this offering may be effected by one or more of the following methods: internet, social media, and any other means of widespread communication including but not limited to crowdfunding sites, ordinary brokers' transactions; transactions involving cross or block trades; through brokers, dealers, or underwriters who may act solely as agents; in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; in privately negotiated transactions; or any combination of the foregoing. Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Company and/or purchasers of the common stock for whom the broker-dealers may act as agent. The Company has 3,000,000 shares of common stock issued and outstanding as of the date of this offering circular. The Company is registering an additional 4,000,000 shares of its common stock for sale at $0.50 per share.

 

Our offering will terminate upon the earliest of (i) such time as all the common stock has been sold pursuant to the Offering Statement or (ii) 365 days from the qualified date of this offering circular unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

There is no arrangement to address the possible effect of the offering on the price of the stock.

 

In connection with the company's selling efforts in the offering, our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. Daniel Gudema is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Daniel Gudema will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Daniel Gudema will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

In the following states we cannot offer or sell our shares of common stock unless we register as an issuer dealer: Alabama, Arizona, Florida, Nebraska, Nevada, New Jersey, New York, North Dakota, Texas and Washington. If we wish to offer and sell our shares of common stock in these states, we will hire an SEC registered broker-dealer to serve as our placement agent. We may, however, decide to comply with a particular state's issuer dealer registration requirements, in New York, for example, if we deem it appropriate.

13


 

 

The Company will receive all proceeds from the sale of the 4,000,000 shares being offered on behalf of the company itself. The company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this offering circular will be sold at a fixed price of $0.50 per share.

 

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $20,000.

 

Procedures for Subscribing

 

If you decide to subscribe for any shares in this offering, you must

- Execute and deliver a subscription agreement; and 

- Deliver a check or certified funds to us for acceptance or rejection. 

 

All checks for subscriptions must be made payable to "Take It National, Inc.". The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

 

Right to Reject Subscriptions

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

 

Investment Limitations

As set forth in Title IV of the JOBS Act, there are limits on how many shares an investor may purchase if the offering does not result in a listing on a national securities exchange. The following would apply unless we are able to obtain a listing on a national securities exchange.

 

Generally, in the case of trading on the over-the-counter markets, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

Because this is a Tier 1, Regulation A offering, most investors in the case of trading on the over-the-counter markets must comply with the 10% limitation on investment in the offering. The only investor in this offering exempt from this limitation is an "accredited investor" as defined under Rule 501 of Regulation D under the Securities Act. If you meet one of the following tests you should qualify as an accredited investor:

 

(i) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year; 

 

(ii) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase shares of our common stock in the offering; 

 

(iii) You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer; 

 

(iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the shares in this offering, with total assets in excess of $5,000,000; 

 

(v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940

 

(vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor; 

 

(vii) You are a trust with total assets in excess of $5,000,000, your purchase of shares of our common stock in the offering is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the shares in this offering; or 

 

(viii) You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000. 

 


14


Blue Sky Law Considerations

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Market, investors should consider any secondary market for our securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Market. We intend to seek coverage and publication of information regarding our company in an accepted publication, which permits a "manual exemption". This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

 

We currently do not intend to and may not be able to qualify securities for resale in other states, which require shares to be qualified before they can be resold by our shareholders.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50%, and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $2,000,000 as anticipated.

 

If 4,000,000 shares (100%) are sold:

 

Next 12 months

 

Planned Actions

Estimated Cost to Complete

Salary for current or future employees

$ 300,000

Compensation to Officers and Directors

$ 200,000

Development costs

200,000

Development costs for future projects

300,000

Marketing and distribution costs of product(s)

500,000

General operating capital

500,000

TOTAL

$ 2,000,000

15


 

 

If 3,000,000 shares (75%) are sold:

 

Next 12 months

 

Planned Actions

Estimated Cost to Complete

Salary for current or future employees

$250,000

Compensation to Officers and Directors

$ 125,000

Development costs associated with identified projects

150,000

Development costs for future projects

225,000

Marketing and distribution costs of product(s)

375,000

General operating capital

375,000

TOTAL

$ 1,500,000

 

If 2,000,000 shares (50%) are sold:

 

Next 12 months

 

Planned Actions

Estimated Cost to Complete

Salary for current or future employees

$160,000

Compensation to Officers and Directors

$ 90,000

Development costs associated with identified projects

100,000

Development costs for future projects

150,000

Marketing and distribution costs of product(s)

250,000

General operating capital

250,000

TOTAL

$ 1,000,000

 

If 1,000,000 shares (25%) are sold:

 

Next 12 months

 

Planned Actions

Estimated Cost to Complete

Salary for current or future employees

$ 85,000

Compensation to Officers and Directors

$ 40,000

Development costs associated with identified projects

50,000

Development costs for future projects

75,000

Marketing and distribution costs of product(s)

125,000

General operating capital

125,000

TOTAL

$ 500,000

 

The above figures represent only estimated costs for the next 12 months.

 

Notes to Tables above:

1. Development cost related "Future projects" include the same as those listed in Note 1 with the additional expense of travel to potential Customers and suppliers as well as additional software related developments. 

2. "Marketing and distribution costs" includes, but is not limited to, preparation of printed materials, digital marketing, webinars, travel to meet with potential investors/buyers, etc. Initially the print and digital marketing work will be outsourced, but the Company may elect to hire a full-time marketing director. 

3. "Identified Projects" include but are not limited to the complete development and testing of our software platform, identifying the specific rules to be used in eligibility testing for individual Customers, adding to the rules based portion of our platform for the multiple states we anticipate growing in to insure compliance with state laws in each individual state. Final development of the user interface and branding we will be using and fundraising. 

4. "Compensation to Officers and Directors" does not include "Salary for current or future employees". Additionally it does not include any "Stock Based Compensation" shown in Item 12: Security Ownership of Management and Certain Beneficial Owners and the accompanying table on Page 26 of this offering.  


16


 

 

Item 7: Description of Business Our Company

We were originally incorporated in the State of Florida on June 29, 2010. Our corporate business address is: 1299 Camino Gardens, Suite 300, Boca Raton FL 33432, United States. Our telephone number is 561-609-2537. Our E-Mail address is info@TakeItNational.com

The address of our web site is www.TakeItNational.com The information at our web site is for general information and marketing purposes and is not part of this report for purposes of liability for disclosures under the federal securities laws.

Our mission is to empower independent business operators with opportunities to improve the profitability and sustainability of those businesses.

Our company provides online lead generation services and has developed a proprietary B2B platform for search engine optimization for US companies.. Our mission is to empower independent business operators with opportunities to improve the profitability and sustainability of those businesses. We will achieve our mission by consolidating the tasks of online lead generation combined with content management in an easy to use B2B platform that aggregates content data with search engine placement for specific search terms. Customers have a one-stop platform that creates leads/sales and monitors the new lead statistics. Our next goal is to fully develop an integrated platform for independent resellers operators across all states generate additional profit for all our Customers and ourselves.

We currently have completed the software platform architecture. To date, we have revenue through direct sales and resellers. We do not currently offering any consulting services. Rather, management's focus has been to make progress in the implementation of our software platform and generating reseller interest in our platform.

We have developed a proprietary software platform, set up joint ventures or referral networks and advertising programs. We may also develop, license or acquire additional software platforms to enhance the profitability of independent resellers. These may include integration with accounting, POS and inventory platforms as well as enhancing the online presence including ordering and delivery for our Customers.


Our Target Market

Our typical user will be small medium business (SMB). We intend to offer our software services (SAAS) primarily through independent resellers. Our typical customer provides online services or products for which they charge. We assist in their online visibility when potential clients perform specific internet searches. Our SAAS platform assists those potential clients in finding our clients as opposed to their competitors.

17


 

Our Products and Services

We will be a service-oriented business aggregating the purchase order platforms of our various customers. Our company provides consulting services and has developed a proprietary B2B platform for search engine optimization for US companies. Our mission is to empower independent business operators with opportunities to improve the profitability and sustainability of those businesses. We will achieve our mission by consolidating the tasks of online lead generation combined with content management in an easy to use B2B platform that aggregates content data with search engine placement for specific search terms. Customers have a one-stop platform that creates leads/sales and monitors the new lead statistics. Our next goal is to fully develop an integrated platform for independent resellers operators across all states generate additional profit for all our Customers and ourselves. We also intend to offer online training for compliance, staffing and security in the online order space.

Going forward, we may see opportunities to acquire licenses in the various jurisdictions we operate in, in order to maximize our profits while enhancing the margin expansion of our Customers. (Think Private Label goods we contract to white label for our Customers).

We have developed a proprietary software platform, set up joint ventures or referral networks and advertising programs. We may also develop, license or acquire additional software platforms to enhance the profitability of independent resellers. These may include integration with accounting, POS and inventory platforms as well as enhancing the online presence including ordering and delivery for our Customers


Our Competitive Advantages

We believe we will have a "First-Mover" advantage in the design and operation of our SAAS for the small business operator. We will also become an important source of revenue for our customers by providing new leads for their products. Our customers recognize the long-term cost-saving benefits of utilizing our platform to introduce new products to our Customers. Combining our market penetration with a single platform for product sales is expected to allow us to utilize significant leverage in negotiating prices, advertising contributions, and packaging for the benefit of our Customers. Adding a POS system and online presence enhancements in the future is expected to contribute to our knowledge of our member's needs and desires. We expect that we will be able to spot trends occurring in consumer habits and preferences and predict future areas for growth. It will also give us better insight into the needs and financial health of our Customers. That insight alone can give us indications of future growth in the various segmented markets we will be operating in.


Our Operational Plan

 

We will collect product orders from our resellers and negotiate discounts with them based on the aggregate volume requirements of our entire customer base. Customers will communicate their requirements to us via a proprietary secure on-line network. Customers will forward the funds for their requirements to TIN through Automatic Clearing House electronic transfers, checks or credit cards. TIN. Likewise, TIN will then provide the SAAS services on a continuing basis to its Customers.

 

We will provide resellers in house to assist our Customers in meeting the use of our system as well as assist in technical issues that may be encountered during the member's online visits. Initially we anticipate limiting the number of Customers each reseller works with. We may be able to increase the number of resellers as we gain more experience about the issues faced by our Customers utilizing our platform.

 

We will have buyers specifically designated for the various products our Customers use, both regulated and unregulated. These buyers will be tasked with maintaining supplier relationships and negotiating the best available pricing to benefit our Customers.

 

Our independent reseller and sales reps will be responsible for on-boarding new customers, retaining existing Customers and introducing new products and features on an ongoing basis. We will be developing our initial member network through direct sales and word of mouth recommendations from early adopters as we ramp up in our first year. Our target market in the first year will be Florida with expansion into other states following quickly. We will begin to grow nationally as our experience and reseller network grows.

18


 

 

Government Regulations

 

We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

 

Competition

 

At this time, we have not completed a thorough competitive analysis. We intend to use part of the proceeds to conduct such analysis and structure our strategy accordingly.

 

Employees and Employment Agreements

 

Our officers have the flexibility to work on our business as required to execute the business plan and are prepared to devote more time to our operations as may be required.

 

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our directors and officers.

 

During the initial implementation of our business plan, we intend to hire independent consultants to assist in the development of our business plan.

 

Intellectual Property

 

We do not currently hold rights to any intellectual property rights.

 

Research and Development

 

Since our inception to the date of this Offering Circular, we have spent $10,523 on research and development activities.

 

Reports to Security Holders

After the qualification of this Tier I, Regulation A offering, we will become subject to the information and periodic reporting requirements of the Form 1A filers, discussed in the next section. We will not be subject to any Exchange Act reporting requirements unless the Company files an Exchange Act registration statement to become a reporting company under Section 12 of the Exchange Act. This and other information will be available on the Commission 's website at: www.sec.gov .

Reporting Requirements under Tier I of Regulation A.

Following this Tier I, Regulation A offering, we will not be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. Companies relying on Tier 1 do not have ongoing reporting obligations other than a final report on the status of the offering.

Prior Relationship with a Public Company.

On April 27, 2017, the Company signed a "Software License & Share Agreement" (the "Agreement") with Gold Entertainment Group, Inc. (OTC:GEGP), a Public Company. At that time, Mr. Fytton, was the President, CEO and majority shareholder of Gold Entertainment Group, Inc. This Agreement called for the issuance of 200,000,000 shares of Common Stock to the, then, shareholders of TIN, which were issued. Additionally it contained an option to acquire Take It National, Inc. at a later date and "to merge with TIN under mutually acceptable terms to be determined at a later date". No further action was taken towards the completion of this option. In July 2018, the majority control of Gold Entertainment Group, Inc was changed to new owners and Mr. Fytton resigned as an Officer, although he remains a Director and minor shareholder of Gold Entertainment Group, Inc. Mr. Fytton later became TIN's Chief Financial Officer, Secretary and Treasurer since January 1, 2019 to Present.

Mr Daniel Gudema received 170 million of the 200 million shares of Gold Entertainment Group common stock issued pursuant to the agreement. The full agreement is attached as EXHIBIT 1A-99.

Gold Entertainment Group, Inc. is no longer a public reporting company with the SEC.

 

 

19


 

 

Legal Proceedings

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

 

Governing Law, and Venue

 

This Agreement shall be construed in accordance with, and governed by, the laws of the District Court of the 2nd Judicial District of the State of Florida for any claim as to which the District Court District Court of the 2nd Judicial District of the State of Florida has jurisdiction. Unless any claim as to which the District Court District Court of the 2nd Judicial District of the State of Florida determines there is an indispensable party not subject to the jurisdiction of the District Court of the 2nd Judicial District of the State of Florida (and the indispensable party does not consent to the personal jurisdiction of the District Court District Court of the 2nd Judicial District of the State of Florida within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the District Court District Court of the 2nd Judicial District of the State of Florida, or for which the District Court District Court of the 2nd Judicial District of the State of Florida does not have subject matter jurisdiction. This provision does not, nor is intended to, apply to claims under the Federal securities laws.

 

 

Going Concern

The Management has made it aware to any potential investors, that we have expressed substantial doubt about our ability to continue as a going concern. This is specifically expressed in the Risk Factors commencing on Page 7 of this offering. We have included a specific Risk Factor, found on Page 7, addressing this concern:

We are dependent upon the proceeds of this offering to fund our business. If we do not sell enough shares in this offering to continue operations, this could have a negative effect on the value of the common stock.

We must raise approximately $500,000 of the $2,000,000 offered in this offering unless we begin to generate enough revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

As discussed in Note 3 to the financial statements, the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Item 8: Description of Property

The main office is provided by our consultant, 2 Amigos Consultancy Group and is located at 299 Camino Gardens, Suite 300, Boca Raton FL 33432, United States.

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Item 9: management's Discussion and Analysis of Financial Condition and Results of Operation

 

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to "common shares" refer to the common shares in our capital stock.

 

Overview

Our company plans to provide consulting services and has developed a proprietary B2B platform for search engine optimization for US companies in the SMB category. Our mission is to empower independent business operators with opportunities to improve the profitability and sustainability of those businesses. We will achieve our mission by consolidating the process of website content creation, updates that result in premium search engine placement in an easy to use B2B platform. Our next goal is to fully develop an integrated platform that services independent distributors and operators within the US, and generate additional profit for the Company.

 

We are a service-oriented business aggregating the software services of our various independent distributors/resellers. These independent distributors/resellers obtain best-price that would typically be available only to large multi-unit operators. The company operates an on-line order processing platform that will allow for individual customers to place orders, track and accept payments. We anticipate integrating with various on-line platforms to give our Customers greater insight into their business operations including profitability improvements. We also intend to offer online training for compliance, staffing and security.

 

We have developed a proprietary software platform, and setting up joint ventures or referral networks and advertising programs. We may also develop, license or acquire additional software platforms to enhance the profitability of independent distributors/resellers. These may include integration with accounting, POS and inventory platforms as well as enhancing the online presence including ordering and delivery for our Customers.

 

Results of Operations



There is limited historical financial information about us upon which to base an evaluation of our performance. We have generated revenues of $61,468 from our operations for the period from January 1, 2019 ending December 31, 2019. All this revenue has been generated from the sale of services using our proprietary software platform. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, most of our time has been spent refining and implementing our business to business software-as-a-service platform (SAAS).

During the period from January 1, 2019 through December 31, 2019 we generated income of $61,468. We incurred total operating expenses of $51,658. Our net profit for the period was $9,810.

21


 

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues since inception and sustained an accumulated net profit of $9,810 for the period from January to December 31, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The company's continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

Our director and officers have made no commitments, written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

 

If the Company is unable to raise the funds partially through this offering, the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this Offering Circular, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

 

 

Plan of Operation

 

The Company has established the following milestones for projected business:

 

1. Qualification of its filing through to the six-month following: 

 

  • Raise approximately $2.0M in equity capital through the Reg A Offering. 

  • Finish the development of our proprietary software platform and acquire the intellectual property rights for our platform. 

  • Generate increased revenue with the existing products. 

  • Incur expenses of up to $200,000 on general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc. 

  • Spend $300,000 in marketing, attracting new potential Customers/investors, and promoting the branding of our online platform. 



 

2. Six months to Twelve months: 



  • File a Public Offering statement and obtain a trading symbol.

  • Raise an additional $5.0M in equity capital through the Reg A Offering.

  • On Board new distributors.

  • Generate approximately $1 million in revenue. 

  • Incur expenses of up to $300,000 in general and administrative, including but not limited to, salaries, rent, legal and accounting, travel, etc. 

  • Spend up to $400,000 in marketing, attracting new Customers and suppliers and expanding our markets to additional states. Identify new areas of expansion. 



22


These are estimates and approximations and there is no assurance the Company will be able to hit these exact numbers. There may some fluctuation due to real estate market pressures, competition for potential properties, and the varying regulatory environment in various states.

The Company has established a minimum annual operating budget of $500,000 to cover general and administrative (salaries, rent, IT, etc.), product marketing, legal and accounting, transfer agent fees, and miscellaneous expenses. If the Company cannot raise

$500,000 in this offering or through profits within 12 months, it will continue its operations and rely on organic growth by reinvesting its profits.

 

Trends and Key Factors Affecting Our Performance

We plan to invest significant resources to accomplish our goals, and we anticipate that our operating expenses will continue to increase for the foreseeable future, particularly, marketing costs, development costs, trade show costs, maintenance costs, and overhead. These investments are intended to contribute to our long-term growth; however, they may affect our short-term profitability.

The Company has established a minimum annual operating budget of $500,000 to cover general and administrative (salaries, rent, IT, etc.), product marketing, legal and accounting, transfer agent fees, and miscellaneous expenses. If the Company cannot raise

$500,000 in this offering or through profits within 12 months, it will continue its operations and rely on organic growth by reinvesting its profits.

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Inflation

 

The effect of inflation on our revenues and operating results has not been significant.

 

Critical Accounting Policies

 

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance and have a material impact on our financial statements. Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results.

 

A complete listing of our significant policies is included in the notes to our financial statements for the period ended December 31, 2019.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

23


 

 

Item 10: Directors, Executive Officers and Significant Employees

 

The table below sets forth our directors and executive officers of as of the date of this Offering Circular.

 

Name (1)

 

Position

 

Age

 

Term of Office

 

Hours/Week

Daniel Gudema

 

CEO, Chairman, Compliance

 

54

 

From June 29, 2010 to Present

 

Full time

Hamon Fytton

 

President, COO, Director

 

66

 

From January 1, 2019 to Present

 

As required

Hamon Fytton

 

VP, Sec/Treasurer, CFO, Director

 

66

 

From January 1, 2019 to Present

 

As required

 

(1) All addresses shall be c/o the company 

 

 

Daniel Gudema, CEO and Director

In the past 5 years Mr Gudema has managed strategy, technology, product development, marketing and sales operations for Take It National Inc. Mr. Gudema has been a C Level executive in multiple corporations, where he has managed teams and overseen marketing and technology in multiple industries including Telecom, Cloud Software, Nutraceutical, Biotech, Fashion and Entertainment. Mr. Gudema has published 5 books on Internet and Marketing subjects and has issued patents. In 2005, Mr. Gudema successfully exited a startup which he bootstrapped. Mr. Gudema has his MBA from Florida Atlantic University and his BA from University of Maryland in College Park, MD.

Hamon Fytton- President and Director

Over the last five years Mr. Fytton acted as a consultant to several public companies and private companies seeking to become public. In this capacity he has overseen the preparation of numerous registration statements, subscription agreements, SEC filings, prospectus offerings and general company information packets. He has also often acted as an Officer and/or director for several companies, aiding in their transition from private to public. He has conducted several seminars in the past 12 months on the JOBS Act and the new Crowdfunding and REG A+ regulations. He continues to consult with various investment groups in the US and other countries.

In 1997 Mr. Fytton co-founded Internet Advisory Corporation which became a public company within the first year of operations. Within three years of starting, the company had a market capitalization of over $100 million. He is currently a Director and shareholder of Gold Entertainment Group, Inc. a public company.

24


 

 

Corporate Governance

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of five individuals, one of them being our executive officer and another one of them being our financial officer with our final two as directors. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our officers and directors and the oversight of the accounting functions.

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently have two independent directors. If we expand our board Customership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Conflict of Interest Policies

Our governing instruments do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction in which we have an interest or from conducting, for their own account, business activities of the type we conduct. However, our policies will be designed to eliminate or minimize potential conflicts of interest. A "conflict of interest" occurs when a director's, officer's or employee's private interest interferes in any way, or appears to interfere, with the interests of the Company as a whole. Our directors plan to adopt a policy that discloses personal conflicts of interest. This policy will provide that any situation that involves, or may reasonably be expected to involve, a conflict of interest must be disclosed immediately to our board and subsequently to our shareholders in our next semi-annual or annual report. These policies may not be successful in eliminating the influence of conflicts of interest. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

 

Item 11: Compensation of Directors and Executive Officers

 

Capacities in which Compensation was

 

Name (1)

 

Received (2)

 

Cash

Compensation

2018

 

Cash

Compensation

2019

 

Other

Compensation

 

Total

Compensation

Daniel Gudema

 

CEO, Director

 

-

 

-

 

-

 

-

Hamon Francis Fytton

 

President, COO, Director

 

-

 

-

 

-

 

-


 


 


 


 


 


 

The Company has in its budget the following: 1. A salary for the CEO and COO, who will operate the company on a day to day basis, of $75K annually per person. 2. A salary for a part-time CFO in the first year of $50k. 3. A salary for a part-time CTO in the first year of $50k. Those salaries are budgeted items and contingent upon the Company raising sufficient capital through this Offering. To date, no one connected to the Company in the capacity Directors or Executive Officers as identified in the Offering has received any compensation.

25


 

 

Item 12: Security Ownership of Management and Certain Beneficial Owners

 

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2019 and as adjusted to reflect the sale of shares of our common stock offered by this Offering Circular, by:

 

  • Each of our Directors and the named Executive Officers; 

  • All our Directors and Executive Officers as a group; and 

  • Each person or group of affiliated persons known by us to be the beneficial owner of more than 10% of our outstanding shares of Common Stock 

  • All other shareholders as a group 

 

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

 

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person's spouse. Percentage of beneficial ownership before the offering is based on 3,000,000 shares of common stock outstanding as of December 31, 2019. Unless otherwise noted below, the address of each person listed on the table is c/o Take It National, Inc.

 

Common & Preferred Shares Beneficially Owned Prior to Offering

 

Name and Position of

 

Common

 

Shares

 

Preferred

 

Shares

 

Total

Beneficial Owner

 

Number

 

Percent

 

Number

 

Percent

 

Votes %

Daniel Gudema: CEO/Director

1,500,000

 

50%

 

500,000

 

50%

 

50%

Hamon Francis Fytton: CFO/Director

1,500,000

 

50%

 

500,000

 

50%

 

50%

Total:

3,000,000

100%

1,000,000

100%

    100%

 

Each Share of the SERIES A Preferred Stock has voting rights equal to ten (10) common shares. As a result the holders of the SERIES A Preferred Shares have total voting control of the Company. The Preferred Stock has the following provision, as shown in the EXHIBIT 1A-3. This, in effect, gives total control of the voting rights of the Company and it's shareholders.

 

Item 13: Interest of Management and Others in Certain Transactions Related Party Transactions

The company's officers and directors own the majority of the issued and outstanding controlling shares of the Company. Consequently, they control the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:

 

- Election of the Board of Directors 

- Removal of any Directors 

- Amendments to the company's Articles of Incorporation or bylaws; 

- Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination. 

 

Thus, our officers and directors will have control over the company's management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Prior Relationship with a Public Company.

On April 27, 2017, the Company signed a "Software License & Share Agreement" (the "Agreement") with Gold Entertainment Group, Inc. (OTC:GEGP), a Public Company. At that time, Mr. Fytton, was the President, CEO and majority shareholder of Gold Entertainment Group, Inc. This Agreement called for the issuance of 200,000,000 shares of Common Stock to the, then, shareholders of TIN, which were issued. Additionally it contained an option to acquire Take It National, Inc. at a later date and "to merge with TIN under mutually acceptable terms to be determined at a later date". No further action was taken towards the completion of this option. In July 2018, the majority control of Gold Entertainment Group, Inc was changed to new owners and Mr. Fytton resigned as an Officer, although he remains a Director and minor shareholder of Gold Entertainment Group, Inc. Mr. Fytton later became TIN's Chief Financial Officer, Secretary and Treasurer since January 1, 2019 to Present.

Mr Daniel Gudema received 170 million of the 200 million shares of Gold Entertainment Group common stock issued pursuant to the agreement. The full agreement is attached as EXHIBIT 1A-99.

Gold Entertainment Group, Inc. is no longer a public reporting company with the SEC.

 

Item 14: Securities Being Offered

We are offering 4,000,000 common shares. We have authorized capital stock consisting of 15,000,000 shares of common stock, $0.001 par value per share. As of the date of this filing, we have 3,000,000 shares of Common Stock, issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

The Company is authorized to issue up to one million (1,000,000) shares of Preferred Stock. As of December 31, 2019, he Company has issued one million (1,000,000) shares of SERIES A Preferred Stock. These are shown on the accompanying Financial Statements included in this offering. These shares are owned equally (50/50) by our President and CEO.

Each Share of the SERIES A Preferred Stock has voting rights equal to ten (10) common shares. As a result the holders of the SERIES A Preferred Shares have total voting control of the Company.

The Preferred Stock has the following provision, as shown in the EXHIBIT 1A-3. This, in effect, gives total control of the voting rights of the Company and it's shareholders.

EX1A-3 - CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES A PREFERRED STOCK

ITEM 4 Voting Rights

(b) As of each record date for the determination of the Corporation's shareholders entitled to vote on any matter (a "Record Date"), the share of Series A Preferred Stock shall have voting rights and powers equal to the number of votes that entitle the holder of the share of Series A Preferred Stock to exercise one vote more than one-half of all votes entitled to be cast as of such Record Date by all holders of capital stock of the Corporation so as to ensure that the votes entitled to be cast by the holder of the share of Series A Preferred Stock shall be equal to at least fifty-one percent (51%) of all votes entitled to be cast.


Although no decision has been made when or whether to issue any further preferred shares, this would require the Board to authorize such an issuance, it is within the existing Management's existing voting power to do so. The Company may choose to issue additional preferred shares to significant investors (individuals or organizations) willing to invest and give those investors preferential treatment in the event of the liquidation of the company or be used to reward management for successful implementation of our business plan. The Management and Board of Directors may also elect to use Preferred Shares to maintain control of the Company and its operations.

Options and Warrants

None.

Legal Matters

None.

 

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WHERE YOU CAN FIND MORE INFORMATION

 

We have filed an offering statement on Form 1-A with the Commission under Regulation A of the Securities Act with respect to the Common Stock offered by this Offering Circular. 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 with respect to us and our Common Stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any 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. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is www.sec.gov.

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Take It National, Inc.

14.  FINANCIAL STATEMENTS

 

Financial Statements:

F-1

Balance Sheet

F-2

Statement of Operations

F-3

Statement of Changes in Stockholders' Equity

F-4

Statement of Cash Flows

F-5

Notes to the Financial Statements

F-6





 

PART III  EXHIBITS

 

15.  INDEX TO EXHIBITS

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

 

1A-2A

 

Articles of Incorporation, as filed with the Florida Secretary of State

 

 

 

 

 

 

1A-2A2

 

Amended and Restated Articles of Incorporation, as filed with the Florida Secretary of State

 

 

 

 

 

 

1A-2B

 

By-Laws of the Company

 

 

 

 

 

 

1A-3

 

Preferred Shareholders Rights

 

 

 

 

 

 

1A-4

 

Sample Subscription Agreement

 

 

 

 

 

 

1A-12

 

Opinion of Counsel

1A-99

 

Software License Agreement

 

29


 

16.  SIGNATURES

 

Pursuant to the requirements of the Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on May 20, 2020.

 

             
 
 
Take It National, Inc.
     

 

 

By:

 

/s/ Daniel Gudema
 
 
 
 
 
Name:
 
Daniel Gudema
 
 
 
 
Title:
 
Chief Executive Officer
 
This offering statement has been signed by the following persons in the capacities and on the dates as indicated.
 
         
Name
 
Title
 
Date

 

 

 

 

 
/s/ Daniel Gudema
 
 
Chief Executive Officer
(Principal Executive Officer) and Chairman of
the Board
 
May 20, 2020
 
Daniel Gudema

/s/ Hamon Francis Fytton
 

 

Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)

 
May 20, 2020
Hamon Francis Fytton
 
 

Take It National, Inc. – Offering Circular

30