The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
| | OMB APPROVAL | | OMB Number: | 3235-0076 | | Estimated average burden | | hours per response: | 4.00 |
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1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
|---|
| 0001674600 | | | X | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | | Other (Specify) |
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| Name of Issuer |
|---|
| Ingenium Group Inc. |
| Jurisdiction of Incorporation/Organization |
|---|
| ONTARIO, CANADA |
| Year of Incorporation/Organization |
|---|
| X | Over Five Years Ago | | | Within Last Five Years (Specify Year) | | | | Yet to Be Formed |
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2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| 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 |
|---|
| 0001674601 | | | X | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | | Other (Specify) |
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| Name of Issuer |
|---|
| Ingenium Constructors Inc. |
| Jurisdiction of Incorporation/Organization |
|---|
| ONTARIO, CANADA |
| Year of Incorporation/Organization |
|---|
| X | Over Five Years Ago | | | Within Last Five Years (Specify Year) | | | | Yet to Be Formed |
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2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| 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 |
|---|
| 0001674602 | | | X | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | | Other (Specify) |
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| Name of Issuer |
|---|
| Ingenium International Inc. |
| Jurisdiction of Incorporation/Organization |
|---|
| ONTARIO, CANADA |
| Year of Incorporation/Organization |
|---|
| X | Over Five Years Ago | | | Within Last Five Years (Specify Year) | | | | Yet to Be Formed |
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2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| 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 |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director of all three Ingenium companies
| Last Name | First Name | Middle Name |
|---|
| 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 |
|---|
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 |
|---|
| 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 |
|---|
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 |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director of all three Ingenium companies
| Last Name | First Name | Middle Name |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director and Chairman of all three Ingenium companies
| Last Name | First Name | Middle Name |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director and Chief Executive Officer of all three Ingenium companies
| Last Name | First Name | Middle Name |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director, General Counsel, and Secretary of all three Ingenium companies
| Last Name | First Name | Middle Name |
|---|
| 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 |
|---|
Clarification of Response (if Necessary):
Director and Chief Financial Officer of all three Ingenium companies
4. Industry Group
| | Agriculture | | Banking & Financial Services | | | | Commercial Banking | | | Insurance | | | Investing | | | Investment Banking | | | Pooled Investment Fund | | | | Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? | | | | | Other Banking & Financial Services |
| | | Business Services | | Energy | | | | | | | | | | | | |
| | Health Care | | | | | | | | | | | | | Manufacturing | | Real Estate | | | | | | | | | | |
| | Retailing | | Restaurants | | Technology | | | | | | | | Travel | | | | | | | | Tourism & Travel Services |
| | | | Other |
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5. Issuer Size
| Revenue Range | OR | Aggregate Net Asset Value Range |
|---|
| | 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)
| | Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
| | 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) |
| | Investment Company Act Section 3(c) |
| | | Section 3(c)(1) | | Section 3(c)(9) |
| | | Section 3(c)(2) | | Section 3(c)(10) |
| | | Section 3(c)(3) | | Section 3(c)(11) |
| | | Section 3(c)(4) | | Section 3(c)(12) |
| | | Section 3(c)(5) | | Section 3(c)(13) |
| | | Section 3(c)(6) | | Section 3(c)(14) |
| |
| 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? | | |
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? | | |
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 | | Recipient CRD Number | X | None |
|
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| Street Address 1 | Street Address 2 |
|---|
| City | State/Province/Country | ZIP/Postal Code |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | | All States |
| |
13. Offering and Sales Amounts
| Total Offering Amount | $1,609,084 | USD | |
| Total Amount Sold | $1,609,084 | USD |
| Total Remaining to be Sold | $0 | USD | |
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. | |
| 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: | |
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 | |
| Finders' Fees | $0 | USD | |
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.
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: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
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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 |
|---|
| 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.
