0001587999-15-000004.txt : 20150623
0001587999-15-000004.hdr.sgml : 20150623
20150623104037
ACCESSION NUMBER: 0001587999-15-000004
CONFORMED SUBMISSION TYPE: 1-A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20150623
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Finger Lakes Region Rural Broadband Company, Inc.
CENTRAL INDEX KEY: 0001579586
IRS NUMBER: 463721414
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1215
FILING VALUES:
FORM TYPE: 1-A
SEC ACT: 1933 Act
SEC FILE NUMBER: 024-10457
FILM NUMBER: 15946334
BUSINESS ADDRESS:
STREET 1: 1050 CONNECTICUT AVE., NW
STREET 2: 10TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 2023217969
MAIL ADDRESS:
STREET 1: 1050 CONNECTICUT AVE., NW
STREET 2: 10TH FLOOR
CITY: WASHINGTON
STATE: DC
ZIP: 20036
FORMER COMPANY:
FORMER CONFORMED NAME: Mid-Hudson Region Rural Broadband Company, Inc.
DATE OF NAME CHANGE: 20130923
FORMER COMPANY:
FORMER CONFORMED NAME: Mid-Hudson Valley Rural Broadband Company, Inc.
DATE OF NAME CHANGE: 20130618
1-A
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Finger Lakes Region Rural Broadband Company, Inc.
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2013
0001579586
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1050 CONNECTICUT AVE. NW
10TH FLOOR
WASHINGTON
DC
20036
202-321-7969
Tony Ramos
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Regulation A, as amended.
PART II AND III
2
regaoffstmtflrrbc.txt
OFFERING STATEMENT
REGULATION A, AS AMENDED
OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933
JOBS Act / REGULATION A, AS AMENDED
FINGER LAKES REGION RURAL BROADBAND COMPANY, INC. (FLRRBC)
Issuing Company: Finger Lakes Region Rural Broadband Company, Inc.
Issuer & Agent for Service of Process: Tony Ramos, President
Finger Lakes Region Rural Broadband Company, Inc.
1050 Connecticut Ave., NW
10th floor
Washington, D.C. 20036
202-321-7969
tramos@urbroadband.com
IRS EIN # 46-3721414
CLASSIFICATION CODE NUMBER: 522220
An offering that is filed with the Securities and Exchange Commission of the
United States Government with the filing of Form 1-A, as amended, effective
June 19, 2015.
TABLE OF CONTENTS - PER FORM 1-A, AS AMENDED BY NEW REG. A
TABLE OF CONTENTS.......................................................i-ii
ITEM 1. SIGNIFICANT PARTIES LIST........................................1-6
ITEM 2. APPLICATION OF RULE 262.........................................6-7
ITEM 3. AFFILIATE SALES.................................................7
ITEM 4. JURISDICTIONS IN WHICH
SECURITIES ARE TO BE OFFERED............................................8
ITEM 5. UNREGISTERED SECURITIES
ISSUED OR SOLD WITHIN ONE YEAR..........................................8-10
ITEM 6. OTHER PRESENT OR PROPOSED
OFFERINGS...............................................................10
ITEM 7. MARKETING ARRANGEMENTS..........................................11
ITEM 8. RELATIONSHIP WITH
ISSUER OF EXPERTS NAMED
IN OFFERING STATEMENT...................................................12
ITEM 9. USE OF A SOLICITATION
DOCUMENT TO INDICATE WHETHER
OR NOT A PUBLICATION
AUTHORIZED BY RULE 254 WAS
USED PRIOR TO THE FILING OF THIS
NOTIFICATION............................................................12
Page (i)
SUPPLEMENTAL INFORMATION AS REQUIRED
BY PART III OF FORM REGULATION A, AS
AMENDED:
a) A statement as to whether or not
the amount of compensation to be allowed
or paid to the underwriter has been cleared
with the NASD..........................................................13
b) Any engineering, management or
similar report referenced in the offering circular....................13
c) Such other information as requested by the
staff in support of statements, representations
and other assertions contained in the
offering statement.....................................................13
Page (ii)
ITEM 1. Significant Parties
List the full names and business and residential addresses, as applicable,
for the following persons:
(a) the issuer's directors:
Tony Ramos, Issuer's Representative & Chairman
Business address:
1050 Connecticut Ave., NW
10th floor
Washington, D.C. 20036
Home address:
1805 Key Blvd.
Apt. 513
Arlington, VA 22201
Rex R. Helwig, Vice Chairman of the Board
Business address:
Finger Lakes Library System
1300 Dryden Road
Ithaca, NY 14850
Home address:
6 Sunset Ave.
Cortland, NY 13045
Page (1)
Marc J. Hagemeier, M.A.
Home & business address:
17 Holly Court
Shippensburg, PA 17257
Eric W. Will, II
Business address:
Rainier Funding Services, Inc.
101 South Salina Street, Suite 1020
M&T Bank Building
Syracuse, NY 13202
Home address:
7648 Linkside Drive
Manlius, NY 13104
Harriet W. Grifo
Business address:
Cragsmoor Free Library
355 Cragsmoor Rd
Cragsmoor, NY 12420
Home address:
87 Sam's Point Road
PO Box 27
Cragsmoor, NY 12420-0027
Page (2)
(b) the issuer's officers:
Tony Ramos, President
Rex R. Helwig, Vice President
Eric W. Will, II, Treasurer
Harriet W. Grifo, Secretary;
(c) the issuer's general partners:
none;
Page (3)
(d) record owners of 5 percent or more of any class of the issuer's equity
securities:
all shares are common/voting, and the following own 5 percent or more, and
thus:
Rural Broadband Company, Inc.
Lusosystems, Inc.
Mark E. Bayliss
Thomas A. Burke, Esquire
Harriet W. Grifo
Marc J. Hagemeier, M.A.
Rex R. Helwig
David J. Karre, M.B.A, M.L.S.
Michael J. Raimondi, M.A.
Gregory P. Ramos
Martin E. Washofsky, E.A.
Michael D. Lang
Brandi Rozelle;
(e) beneficial owners of 5 percent or more of any class of the issuer's
equity securities:
same as above;
Page (4)
(f) promoters of the issuer:
other than the Issuer's representative and President, Mr. Ramos, none as of
the filing of this request for pre-approval as there did not appear to be
any promoters marketing themselves to promote this new Regulation A
offering opportunity;
(g) affiliates of the issuer:
none as of the filing of this request for pre-approval as there did not
appear to be any affiliates marketing themselves to promote this new
Regulation A offering opportunity;
(h) counsel to the issuer with respect to the proposed offering:
none;
(i) each underwriter with respect to the proposed offering:
none;
(j) the underwriter's directors:
not applicable;
Page (5)
(k) the underwriter's officers:
not applicable;
(l) the underwriter's general partners:
not applicable;
(m) counsel to the underwriter:
not applicable.
ITEM 2. Application of Rule 262
(a) State whether any of the persons identified in response to Item 1 are
subject to any of the disqualification provisions set forth in Rule 262:
no;
Page (6)
(b) If any such person is subject to these provisions, provide a full
description including pertinent names, dates and other details, as well as
whether or not an application has been made pursuant to Rule 262 for a
waiver of such disqualification and whether or not such application has
been granted or denied:
not applicable.
ITEM 3. Affiliate Sales
If any part of the proposed offering involves the resale of securities by
affiliates of the issuer, confirm that the following description does not
apply to the issuer: the issuer has not had a net income from operations
of the character in which the issuer intends to engage for at least one
of its last two fiscal years:
the Issuer confirms this statement.
Page (7)
ITEM 4. Jurisdictions in Which Securities Are to be Offered
(a) List the jurisdiction in which the securities are to be offered by
underwriters, dealers or salespersons:
the securities will not be offered in any specific jurisdictions. Such
securities will be made known, consistent with JOBS Act rules, on the
Internet only, with no direct marketing of any sort whatsoever. Further,
any inquiries with respect to said securities will have a brief response
made for the purposes of setting an in-person meeting with the Issuer's
representative, Mr. Ramos, only in Washington, D.C.;
(b) List the jurisdictions in which the securities are to be offered other
than by underwriters, dealers or salesmen and state the method by which
such securities are to be offered:
none.
ITEM 5. Unregistered Securities Issued or Sold Within One Year
(a) As to any unregistered securities issued by the issuer or any of its
predecessors or affiliated issuers within one year prior to the filing
of this Form 1-A, state:
(1) the name of such issuer:
Tony Ramos;
Page (8)
(2) the title and amount of securities issued:
JOBS Act/Rule 506, with form Regulation D filed with the SEC for 300,000
shares, common/voting per Rule 506 rules (SEC CIK #: 0001579586);
(3) the aggregate offering price or other consideration for which they were
issued and basis for computing the amount thereof:
per Rule 506, limiting share prices to one price and one class: $100 per
share, based upon computing the amount needed for project funding;
(4) the names and identities of the persons to whom the securities were issued:
those persons listed in this Offering Statement, and in addition:
A . Michael D. Lang, registered broker at Wells Fargo, personal issue, not for
sale;
B. Colleen Ehrhart;
C. Anthony J. Castaldo;
Page (9)
(b) As to any unregistered securities of the issuer or any of its predecessors
or affiliated issuers which were sold within one year prior to the filing of
this Form 1-A by or for the account of any person who at the time was a
director, officer, promoter or principal security holder of the issuer of
such securities, or was an underwriter of any securities of such issuer,
furnish the information specified in subsections (1) through (4) of
paragraph (a):
none;
(c) Indicate the section of the Securities Act or Commission rule or
regulation relied upon for exemption from the registration requirements of
such Act and state briefly the facts relied upon for such exemption:
Section: JOBS Act, Rule 506;
Facts relied on: in accordance with JOBS Act rules and regulations as
published in the Federal Register, to include, sales for investment purposes
only, single price, single class.
ITEM 6. Other Present or Proposed Offerings State whether or not the issuer
or any of its affiliates is currently offering or contemplating the offering
of any securities in addition to those covered by this Form 1-A:
none.
Page (10)
ITEM 7. Marketing Arrangements
(a) Briefly describe any arrangement known to the issuer or to any person
named in response to Item 1 above or to any selling security holder in the
offering covered by this Form 1-A for any of the following purposes:
(1) To limit or restrict the sale of other securities of the same class as
those to be offered for the period of distribution:
none;
(2) To stabilize the market for any of the securities to be offered:
none;
(3) For withholding commissions, or otherwise to hold each underwriter or
dealer responsible for the distribution of its participation:
none;
(b) Identify any underwriter that intends to confirm sales to any accounts
over which it exercises discretionary authority and include an estimate of
the amount of securities so intended to be confirmed:
none.
Page (11)
ITEM 8. Relationship with Issuer of Experts Named in Offering Statement
If any expert named in the offering statement as having prepared or certified
any part thereof was employed for such purpose on a contingent basis or, at the
time of such preparation or certification or at any time thereafter, had a
material interest in the issuer or any of its parents or subsidiaries or was
connected with the issuer or any of its subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee furnish a brief
statement of the nature of such contingent basis, interest or connection:
none.
ITEM 9. Use of a Solicitation of Interest Document
Indicate whether or not a publication authorized by Rule 254 was used prior to
the filing of this notification:
no publication was prepared, and, therefore, none was submitted to the SEC as
of the request for pre-approval of this Offering Statement by the SEC. Any
such proposed future publications will be processed pursuant to Rule 254.
Page (12)
III. Supplemental Information as Required by Form 1-A
The following information shall be furnished to the Commission as supplemental
information:
a) a statement as to whether or not the amount of compensation to be allowed
or paid to the underwriter has been cleared with the NASD:
no underwriting decisions have been made as of the request for pre-approval
of this Offering Statement because the Issuer has not located any underwriters
who are taking the new Regulation A offerings. As such, no, there is nothing
to be cleared with NASD;
b) any engineering, management or similar report referenced in the offering
circular:
there are none;
c) such other information as requested by the staff in support of statements,
representations and other assertions contained in the offering statement:
such will be provided upon request.
Page (13)