Large accelerated filer
r
|
Accelerated filer
r
|
Non-accelerated filer
r
|
Smaller reporting company
þ
.
|
Tile of each class of
securities to be registered
|
Amount to be registered
|
Proposed maximum
offering price per share
(1)
|
Proposed maximum aggregate
offering price
|
Amount of
registration fee
(2)
|
Common Stock-New Issue
|
5,000,000
|
$0.10
|
$500,000.000
|
$57.30
|
Common Stock—Current Shareholder
|
10,000,000
|
$0.10
|
$1,000,000.00
|
$114.60
|
(1)
|
This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.
|
(2)
|
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
|
Number of Shares
|
Offering Price
|
Underwriting Discounts & Commissions
|
Proceeds to the Company
|
|
Per Share
|
1
|
$0.10
|
$0.00
|
$0.10
|
Minimum
|
500,000
|
$50,000
|
$0.00
|
$50,000
|
Maximum
|
5,000,000
|
$500,000
|
$0.00
|
$500,000
|
PAGES
|
|||
PART I – INFORMATION REQUIRED IN THE PROSPECTUS
|
|||
Summary Information
|
4
|
||
Risk Factors
|
7
|
||
Use of Proceeds
|
12
|
||
Determination of Offering Price
|
12
|
||
Dilution
|
13
|
||
Selling Shareholder
|
14
|
||
Plan of Distribution
|
14
|
||
Description of Securities to be Registered
|
16
|
||
Interests of Named Experts and Counsel
|
17
|
||
Information with Respect to the Registrant
|
18
|
||
Description of Business
|
18
|
||
Description of Property
|
18
|
||
Legal Proceedings
|
18
|
||
Market Price and Dividends on the Issuer’s Common Stock
|
19
|
||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
20
|
||
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
23
|
||
Directors, Executive Officers, Promoters and Control Persons
|
24
|
||
Executive Compensation
|
25
|
||
Security Ownership of Certain Beneficial Owners and Management
|
25
|
||
Certain Relationships and Related Transactions
|
26
|
||
Reports to Security Holders
|
26
|
||
Disclosure of Commission Position on Indemnification
|
26
|
||
Financial Statements – Audited Financial Statements dated December 31, 2011
|
F-1
|
Inception
April 7, 2011
through December 31, 2011
|
||||
Revenue
|
$
|
-
|
||
Expenses:
|
||||
General and administrative expenses
|
7,542
|
|||
Professional Fees
|
3,750
|
|||
Total Expenses
|
11,292
|
|||
Net (Loss)
|
$
|
(11,292
|
)
|
Minimum
|
50% of Maximum
|
Maximum
|
||||||||||||||||||||||||||||||||||
Application Of Proceeds
|
$
|
% of
total
|
% of
net
proceeds
|
$
|
% of
total
|
% of
net
proceeds
|
$
|
% of
total
|
% of
net
proceeds
|
|||||||||||||||||||||||||||
Total Offering Proceeds
|
$
|
50,000
|
100.00
|
%
|
$
|
250,000
|
100.00
|
%
|
$
|
500,000
|
100.00
|
%
|
||||||||||||||||||||||||
Net Offering Proceeds
|
$
|
50,000
|
100.00
|
%
|
100
|
%
|
$
|
250,000
|
100.00
|
%
|
100
|
%
|
$
|
500,000
|
100.00
|
%
|
100
|
%
|
||||||||||||||||||
Placed into Escrow
|
$
|
50,000
|
100.00
|
%
|
100
|
%
|
$
|
250,000
|
100.00
|
%
|
100
|
%
|
$
|
500,000
|
100.00
|
%
|
100
|
%
|
||||||||||||||||||
Released from Escrow(10%)
|
$
|
5,000
|
10
|
%
|
10
|
%
|
$
|
25,000
|
10
|
%
|
10
|
%
|
$
|
50,000
|
10
|
%
|
10
|
%
|
||||||||||||||||||
Working Capital(1)(2)
|
$
|
5,000
|
90.00
|
%
|
100
|
%
|
$
|
250,000
|
90.00
|
%
|
100
|
%
|
$
|
500,000
|
100.00
|
%
|
100
|
%
|
||||||||||||||||||
Total Use of Proceeds
|
$
|
50,000
|
100.00
|
%
|
$
|
250,000
|
100.00
|
%
|
$
|
500,000
|
100.00
|
%
|
Minimum
|
Maximum
|
||||
Offering
|
Offering
|
||||
Offering Price Per Share
|
$0.10
|
$0.10
|
|||
Book Value Per Share Before the Offering
|
$0.0000
|
$0.0000
|
|||
MINIMUM
|
MAXIMUM
|
||||
Net tangible book value per share
|
$0.0000
|
$0.0333
|
|||
Net tangible book value after Offering
|
$50,000
|
$500,000
|
|||
Net tangible book value after Offering per share
|
$0.0045
|
$0.0333
|
|||
Increase per share attributable to New Stockholders
|
$0.0045
|
$0.0333
|
|||
Dilution in Offering Price based upon New BVPS
|
$0.0955
|
$0.0673
|
|||
Dilution as percentage of purchase price
|
99.55%
|
66.67%
|
Name
|
No. Of Shares
|
Percentage of Shares
|
No. of Shares
|
Percentage of Shares
|
Before Offering
|
Before Offering
|
After Offering**
|
After Offering**
|
|
Andreas McRobbie-Johnson*
|
10,000,000
|
100%
|
0
|
0%
|
1.
|
Are not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his or her participation; and
|
2.
|
Are not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
|
|
3.
|
IAre not an associated person of a broker or dealer; and
|
4.
|
Meets the conditions of the following:
|
||
a.
|
Primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and
|
b.
|
Was not a broker or dealer, or associated person of a broker or dealer, within the preceding 12 months; and
|
c.
|
Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933. The 12 months shall begin with the last sale of any security included within one rule 415 registration.
|
1.
|
Have equal ratable rights to dividends from funds legally available, when, as and if declared by the Board of Directors;
|
2.
|
Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs;
|
3.
|
Do not have preemptive, subscription or conversion rights; and there are no redemption or sinking fund provisions or rights; and
|
4.
|
Are entitled to one vote per share on all matters on which stockholders may vote.
|
1.
|
There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Dignyte, Inc.;
|
2.
|
There are currently 10,000,000 shares of our common stock held by our President and director;
|
3.
|
Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to the current shareholder.
|
Name
|
Age
|
Position
|
Period of Service
(1)
|
Andreas McRobbie-Johnson
(2)
|
18
|
President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer
and Director
|
Inception – April 12, 2012
|
Andreas McRobbie-Johnson
(2)
|
18
|
President, Chief Executive Officer, and Director
|
April 12, 2012 - Current
|
Donna S. Moore
(3)
|
66
|
Secretary, Treasurer, Chief Financial Officer, Chief Accounting Officer
|
April 12, 2012 - Current
|
Summary Compensation Table
|
||||||||
Annual Compensation
|
Long-Term Compensation
|
|||||||
Name and
Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Other Annual
Compensation ($)
|
Restricted Stock Awards ($)
|
Securities Underlying Options (#)
|
LTIP
Payouts ($)
|
All Other
Compensation ($)
|
Andreas McRobbie-Johnson
|
2011
|
-
|
-
|
6,667
|
-
|
-
|
-
|
-
|
Donna S. Moore
|
2011
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Officers and Director
|
2011
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Title Of Class
|
Name, Title and Address of Beneficial Owner of Shares
(1)
|
Amount of Beneficial Ownership
(2)
|
Percent of Class
|
|
Before Offering
|
After Offering
(3)
|
|||
Common
|
Andreas McRobbie-Johnson, President, and Director
|
10,000,000
|
100.00%
|
0.00%
|
All Directors and Officers as a group (1 person)
|
10,000,000
|
100.00%
|
0.00%
|
1.
|
After this offering, Dignyte will furnish shareholders with audited annual financial reports certified by independent accountants, and may, in its discretion, furnish unaudited quarterly financial reports.
|
2.
|
After this offering, Dignyte will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status.
|
3.
|
The public may read and copy any materials Dignyte files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Dignyte’s SEC filings will also be available on the SEC's Internet site. The address of that site is:
http://www.sec.gov
.
|
Page
|
|
Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
F- 2
|
Balance Sheet
|
F- 3
|
Statement of Operations
|
F- 4
|
Statement of Stockholders’ Deficit
|
F- 5
|
Statement of Cash Flows
|
F- 6
|
Notes to Audited Financial Statements
|
F- 7
|
DIGNYTE, INC.
|
||||||||||||||||||||
(A DEVELOPMENT STAGE ENTERPRISE)
|
||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Stock
|
(Deficit)
|
Total
|
||||||||||||||||||
Common Shares
|
Subscription
|
Development
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Receivable
|
Stage
|
Equity
|
||||||||||||||||
Balances at Inception (April 7, 2011)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock sisued for cash paid for
|
||||||||||||||||||||
organization costs and notes receivable,
|
100,000,000 | 10,000 | - | 10,000 | ||||||||||||||||
$..001 per share
|
||||||||||||||||||||
Stock Subscription Receivable
|
- | - | (3,333 | ) | - | (3,333 | ) | |||||||||||||
Net Income (Loss)
|
(11,292 | ) | (11,292 | ) | ||||||||||||||||
Balance at December 31, 2011
|
100,000,000 | $ | 10,000 | $ | (3,333 | ) | $ | (11,292 | ) | $ | (4,625 | ) | ||||||||
Note
|
1. The Company
|
Note
|
2. Summary of Significant Accounting Policies
|
Note
|
3. Going Concern
|
Note
|
4. Income Taxes
|
2011
|
||||
Current Taxes
|
$ | - | ||
Deferred Tax Benefit
|
(3,953 | ) | ||
Benefits of Operating Loss Carryforwards
|
3,953 | |||
Income Tax Provision
|
$ | - | ||
Note
|
7. Stockholder’s Deficit
|
Note
|
8. Commitments, Contingencies
|
Registration Fee
|
$
|
525
|
||
Administration Expense
|
$
|
50
|
||
Total
|
$
|
*575
|
·
|
On April 7, 2011, Andreas McRobbie-Johnson, provided consulting services ($4,167) and a demand promissory note ($5,833) in exchange for 10,000,000 shares of common stock of the Company, par value $0.001 per share.
|
·
|
Andreas McRobbie-Johnson is an executive officer of Dignyte and thus had fair access to all material information about Dignyte before investing;
|
·
|
There was no general advertising or solicitation; and
|
·
|
The shares bear a restrictive transfer legend.
|
Exhibit No.
|
Name/Identification of Exhibit
|
3 (a)*
|
Articles of Incorporation
|
3 (b)*
|
Bylaws adopted on April 7, 2011
|
5.1*
|
Opinion on Legality from Stoecklein Law Group
|
10.1*
|
Escrow Agreement filed with the Registration Statement
|
10.2*
|
Subscription Agreement
|
23.1*
|
Consent of DeJoya, Griffith & Company, LLC
|
23.2*
|
Consent of Stoecklein Law Group (contained in Exhibit 5.1)
|
a.
|
The undersigned registrant hereby undertakes:
|
1.
|
iii.
|
3.
|
4.
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
DIGNYTE, INC.
|
||
(Registrant)
|
||
By:
/S/ Andreas McRobbie-Johnson
|
||
Andreas McRobbie-Johnson, President
|
||
Signature
|
Title
|
Date
|
/S/ Andreas McRobbie-Johnson
|
President, Chief Executive Officer and Director
|
May 15, 2012
|
Andreas McRobbie-Johnson
|
||
/S/ Donna S. Moore
|
Treasurer, Chief Accounting Officer,
|
May 15, 2012
|
Donna S. Moore
|
Principal Financial Officer
|
NAME
|
ADDRESS
|
Andreas A. McRobbie-Johnson
|
605 West Knox, Rd., Suite 102
Tempe, AZ 85284
|
NAME
|
ADDRESS
|
Andreas A. McRobbie-Johnson
|
605 West Knox, Rd., Suite 102
Tempe, AZ 85284
|
|
By:
|
/s/ Andreas A. McRobbie-Johnson | |
Andreas A. McRobbie-Johnson – President | |||
|
By:
|
/s/ Charles R. Shelton | |
Charles R. Shelton, Secretary | |||
Emerald Plaza
|
Telephone: (619) 704-1310
|
401 West A Street
|
Facsimile: (619) 704-1325
|
Suite 1150
|
email:
djs@slgseclaw.com
|
San Diego, California 92101
|
web:
www.slgseclaw.com
|
DIGNYTE, INC.
|
||
By: /S/ Andreas A. McRobbie | ||
Name: Andreas A. McRobbie-Johnson
Title: President & CEO
|
INITIAL STOCKHOLDER:
|
|||
/S/ Andreas A. McRobbie | |||
Name: Andreas A. McRobbie-Johnson
|
|||
FIRST AMERICAN STOCK TRANSFER, INC.
|
|||
By:
|
/S/ Salii Marinov | ||
Name: Salli Marinov
Title: President
|
Name and Address of
Initial Stockholder
|
Number
of Shares
|
Stock
Certificate Number
|
|||
Andreas A. McRobbie-Johnson
6081 W. Park Ave
Chandler, AZ 85226
|
10,000,000
|
0001
|
Persons interested in purchasing shares of DIGNYTE, INC. (the “Company”) common stock must complete and return this Agreement along with their check or money order to:
|
|
1.1
|
The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of _________________ Shares (the “Shares”) of DIGNYTE, INC., a Nevada corporation (the “Company”), at a price of USD $0.004 per share of Common Stock of the Company.
|
|
1.2
|
The Purchaser will deliver payment in cash directly to the Company, together with completed copies of all applicable Subscription Documents.
|
|
1.3
|
THE SECURITIES OFFERED HEREBY, AND THE SHARES OF COMMON STOCK OF DIGNYTE, INC. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
|
|
1.4
|
The Purchaser acknowledges that the Company is a development stage company with limited revenues and currently not operating with positive cash-flow from operations, and there can be no assurances that the Company will ever develop profitable operations as currently contemplated. The Purchaser further acknowledges that an investment in the Shares is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.
|
|
1.5
|
The Company’s current business plan is to continue to operate as a blank check company and seek target acquisitions that are accretive and profitable. The Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances that the Company will be able to accomplish any of the goals described in its business plan. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in the Company’s business plan.
|
|
1.6
|
The Company intends to use the net proceeds from the sale of the Shares, after deduction for legal, commissions, accounting and other miscellaneous costs related to the sale of the Shares, for working capital to accomplish the objectives described in its business plan, including specifically, the potential investment of some or all of the proceeds from the sale of the Shares, to acquire a target company and complete a registration of a class of shares with the US Securities & Exchange Commission. There can be no assurances that the Company will be able to accomplish any of the objectives described in its business plan.
|
|
1.7
|
The Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including but not limited to trade secrets, marketing and sales information, pertaining to the Company’s business, including, but not limited to the information contained in its business plan and such other information relating thereto which may be provided, directly or indirectly, to the Purchaser (“Confidential Information”).
|
|
1.8
|
The authorized capital of the Company is Twenty-Five Million (25,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock, issuable in series as fixed by the Company’s Board of Directors from time to time. As of May 1, 2011, the Company had NIL shares of common stock and NIL shares of preferred stock outstanding held of record by 0 stockholders.
|
|
2.1
|
The Purchaser represents and warrants that it comes within one of the categories of “accredited investor” marked below or is not a “U.S. Person” and is purchasing in an “offshore transaction”, and the Purchaser has truthfully initialed the category which applies to the undersigned and has truthfully set forth the factual basis or reason the Purchaser comes within that category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The Purchaser agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.
|
|
2.2
|
The principal amount of the securities subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.
|
|
2.3
|
The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.
|
|
2.4
|
The Purchaser is acquiring the securities solely for the Purchasers own account for investment purposes as a principal and not with a view to resale or distribution of all or any part thereof. The Purchaser is aware that there are legal and practical limits on the Purchaser’s ability to sell or dispose of the securities, and, therefore, that the Purchaser must bear the economic risk of the investment for an indefinite period of time.
|
|
2.5
|
The Purchaser has reached the age of majority (if an individual) according to the laws of the state in which it resides and has adequate means of providing for the Purchaser’s current needs and possible personal contingencies and has need for only limited liquidity of this investment, The Purchaser’s commitment to liquid investments is reasonable in relation to the Purchaser’s net worth.
|
|
2.6
|
The Purchaser understands that the securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state law and that the representations, warranties, agreements, acknowledgments and understandings set forth herein are required in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire such securities.
|
|
2.7
|
The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.
|
|
2.8
|
The Purchaser, if executing this Subscription Agreement in a representative or fiduciary capacity, has full power and authority to execute and deliver this Subscription Agreement and each other document included as an exhibit to this Subscription Agreement for which a signature is required in such capacity and on behalf of the subscribing individual, partnership, trust, estate, corporation or other entity for whom or which the Purchaser is executing this Subscription Agreement.
|
|
2.9
|
If the Purchaser is a corporation, the Purchaser is duly and validly organized, validly existing and in good tax and corporate standing as a corporation under the laws of the jurisdiction of its incorporation with full power and authority to purchase the securities to be purchased by it and to execute and deliver this Subscription Agreement.
|
|
2.10
|
If the Purchaser is a partnership, the representations, warranties, agreements and understandings set forth above are true with respect to all partners in the Purchaser (and if any such partner is itself a partnership, all persons holding an interest in such partnership, directly or indirectly, including through one or more partnerships), and the person executing this Subscription Agreement has made due inquiry to determine the truthfulness of the representations and warranties made hereby.
|
|
2.11
|
If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.
|
|
2.12
|
Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.
|
|
2.13
|
The Purchaser or its professional advisor has been granted the opportunity to conduct a full and fair examination of the records, documents and files of the Company, to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the terms and conditions of this offering, the Company and its business and prospects, and to obtain any additional information which the Purchaser or its professional advisor deems necessary to verify the accuracy of the information received.
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2.14
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The securities were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.
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2.15
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The Purchaser has relied completely on the advice of, or has consulted with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of its affiliates, officers, directors, attorneys, accountants or any affiliates of any thereof and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Securities Act, except to the extent such advisors shall be deemed to be as such.
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2.16
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If the Purchaser has consulted a purchaser representative (“Purchaser Representative”) to evaluate the merits and risks of the undersigned’s investment in the securities, the Purchaser Representative has completed a Purchaser Representative Questionnaire in the form supplied to him. The Purchaser or the Purchaser Representative has been granted the opportunity to examine documents and files, to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the terms and conditions of the Offering, the Company and its business and prospects, and to obtain any additional information which the Purchaser or the Purchaser Representative deems necessary to verify the accuracy of the information received.
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2.17
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The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.
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3.1
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The Purchaser recognizes that investment in the Company involves certain risks, including the potential loss by the Purchaser of interest on their investment herein, and the Purchaser has taken full cognizance of and understands all of the risk factors related to the purchase of the securities. The Purchaser recognizes that the information set forth in this Subscription Agreement does not purport to contain all the information, which would be contained in a registration statement under the Securities Act.
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3.2
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No federal or state agency has passed upon the securities or made any finding or determination as to the fairness of this transaction.
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3.3
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The securities and any component thereof have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and may not be sold, pledged, assigned or otherwise disposed of in the absence of an effective registration statement for the securities and any component thereof under the Securities Act or unless an exemption from such registration is available. Provided there is a market for the Company’s securities, the securities will not be eligible for sale for a period of one year from the date of purchase pursuant to the terms of Rule 144 of the Securities Act of 1933, unless registered pursuant to the terms and conditions of the attached Registration Rights Agreement.
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3.4
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There currently is no market for the Company’s securities. There can be no assurances that a market for the Company’s securities will ever develop or if developed, be sustained in the future. Consequently, the Purchaser may never be able to liquidate the Purchaser’s investment and the Purchaser may bear the economic risk of the Purchaser’s investment for an indefinite period of time.
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3.5
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The certificates for the securities, if issued, will bear the following legend to the effect that:
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3.6
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The Company may refuse to register any transfer of the securities not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.
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14.1
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Number of Shares subscribed for, _________________ Shares against payment in cash in the amount of
USD$
_____________
, representing
USD $0.004 per Share
.
|
Name(s) Typed or Printed
|
Tax Identification or Social Security Number
|
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Telephone Number |
Title
|
Tax Identification or Social Security Number
|
Name Typed or Printed
|
Telephone Number
|
DIGNYTE, INC., a Nevada Corporation | |||
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By:
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/S/ Andreas A. McRobbie-Johnson | |
Andreas A. McRobbie-Johnson | |||
President & CEO | |||
Columbia Center
|
Telephone: (619) 704-1310
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401 West A Street
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Facsimile: (619) 704-1325
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Suite 1150
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email:
djs@slgseclaw.com
|
San Diego, California 92101
|
web:
www.slgseclaw.com
|