The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | |||||||||||||
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0001674600 |
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Name of Issuer | ||||||||||||||||
Ingenium Group Inc. | ||||||||||||||||
Jurisdiction of Incorporation/Organization | ||||||||||||||||
ONTARIO, CANADA | ||||||||||||||||
Year of Incorporation/Organization | ||||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Ingenium Group Inc. | |||
Street Address 1 | Street Address 2 | ||
2 INTERNATIONAL BOULEVARD | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
TORONTO | ONTARIO, CANADA | M9W 1A2 | 416-675-5950 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001674601 |
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Name of Issuer | |||||||||||||||
Ingenium Constructors Inc. | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
ONTARIO, CANADA | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Ingenium Constructors Inc. | |||
Street Address 1 | Street Address 2 | ||
2 INTERNATIONAL BOULEVARD | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
TORONTO | ONTARIO, CANADA | M9W 1A2 | 416-675-5950 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001674602 |
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Name of Issuer | |||||||||||||||
Ingenium International Inc. | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
ONTARIO, CANADA | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Ingenium International Inc. | |||
Street Address 1 | Street Address 2 | ||
2 INTERNATIONAL BOULEVARD | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
TORONTO | ONTARIO, CANADA | M9W 1A2 | 416-675-5950 |
3. Related Persons
Last Name | First Name | Middle Name |
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Baldassarra | Silvio | |
Street Address 1 | Street Address 2 | |
222 Grandview Avenue | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | ONTARIO, CANADA | L3T 1JA |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of all three Ingenium companiesLast Name | First Name | Middle Name |
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Gerstmar | Brian | |
Street Address 1 | Street Address 2 | |
410 Rustic Road | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | ONTARIO, CANADA | M6L 1W9 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of all three Ingenium companies and Chief Operating Officer of Ingenium Group Inc. and Ingenium International Inc., but not Chief Operating Officer for Ingenium Constructors Inc.Last Name | First Name | Middle Name |
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Jan | Yahya | |
Street Address 1 | Street Address 2 | |
Savannah Street, Gate 1, Arabian Ranches | Villa 23 | |
City | State/Province/Country | ZIP/PostalCode |
Dubai | UNITED ARAB EMIRATES | None |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of all three Ingenium companies (Note: No zip code is applicable for the above-listed address)Last Name | First Name | Middle Name |
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Lang | Douglas | |
Street Address 1 | Street Address 2 | |
9 Richmond Park Road | ||
City | State/Province/Country | ZIP/PostalCode |
Kingston Upon Thames | UNITED KINGDOM | KT2 6AQ |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of all three Ingenium companiesLast Name | First Name | Middle Name |
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McKellar | John | |
Street Address 1 | Street Address 2 | |
149 Glencairn Avenue | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | ONTARIO, CANADA | M4R 1N1 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Chairman of all three Ingenium companiesLast Name | First Name | Middle Name |
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Smith | Victor | |
Street Address 1 | Street Address 2 | |
35 Church Street | Apt 517 | |
City | State/Province/Country | ZIP/PostalCode |
Toronto | ONTARIO, CANADA | M5E 1T3 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Chief Executive Officer of all three Ingenium companiesLast Name | First Name | Middle Name |
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Soule | Colin | |
Street Address 1 | Street Address 2 | |
58 Babypoint Crescent | ||
City | State/Province/Country | ZIP/PostalCode |
Toronto | ONTARIO, CANADA | M6S 2B9 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director, General Counsel, and Secretary of all three Ingenium companiesLast Name | First Name | Middle Name |
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Turcotte | Marc | |
Street Address 1 | Street Address 2 | |
1346 Sandpiper Rd. | ||
City | State/Province/Country | ZIP/PostalCode |
Oakville | ONTARIO, CANADA | L6M 3W1 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Chief Financial Officer of all three Ingenium companies4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
X | Decline to Disclose | Decline to Disclose | ||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504 (b)(1)(i) | |||
Rule 504 (b)(1)(ii) | |||
Rule 504 (b)(1)(iii) | |||
Rule 505 | |||
X | Rule 506(b) | ||
Rule 506(c) | |||
Securities Act Section 4(a)(5) |
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7. Type of Filing
X | New Notice | Date of First Sale | 2016-04-29 | First Sale Yet to Occur | |||||
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X | Equity | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | Other (describe) | ||
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
Shares of stock of the Ingenium companies were issued in partial consideration for the purchase of 100% of the capital stock of Environetics Design Inc., of which all of the investors were shareholders.11. Minimum Investment
Minimum investment accepted from any outside investor | $6,544 | USD |
12. Sales Compensation
Recipient |
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Street Address 1 | Street Address 2 | ||||||
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City | State/Province/Country | ZIP/Postal Code | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $1,609,084 | USD |
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Total Amount Sold | $1,609,084 | USD | ||||
Total Remaining to be Sold | $0 | USD |
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Clarification of Response (if Necessary):
14. Investors
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
X | I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf. |
Issuer | Signature | Name of Signer | Title | Date |
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Ingenium Group Inc. | Marc Turcotte | Marc Turcotte | CFO | 2016-05-16 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.