UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OFFLINE CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-4838580
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
Offline Consulting, Inc.
1166 East 14th Street
Brooklyn, NY11230
(347) 267-5310
Securities to be registered pursuant to Section 12(b) of the
Act: None
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A. (c), check
the following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A. (d), check
the following box. [X]
Securities Act registration statement file number to which
this form relates: File No. 333-139163 (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Shares, $0.0001 value
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(Title of class)
Item 1. Description of Registrant's Securities to be
Registered.
Common Stock
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Offline Consulting, Inc. (the 'Company" or "we") are
authorized to issue 700,000,000 shares of common stock, par
value $0.0001, of which 6,339,980 shares are issued and
outstanding as of December 26, 2006. Each holder of shares
of our common stock is entitled to one vote for each share
held of record on all matters submitted to the vote of
stockholders, including the election of directors. The
holders of shares of common stock have no preemptive,
conversion, subscription or cumulative voting rights.
Subject to the rights of the holders of preferred stock in
the future, if any, holders or our common stock are entitled
to share equally on a per share basis in such dividends as
may be declared by our Board of Directors out of funds
legally available therefore. There are presently no plans to
pay dividends with respect to our common stock. Upon our
liquidation, dissolution or winding up, after payment of
creditors and the holders of any of our shares of preferred
stock, if any, our assets will be divided prorate on a per
share basis among the holders of our common stock. The
common stock is not subject to any liability for further
assessment. There is no provision in our Certificate of
Incorporation or By-laws that would delay, defer, or prevent
a change in control of our Company.
Preferred Stock
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Shares of preferred stock are not included in this
registration statement. We are authorized to issue
20,000,000 shares of preferred stock, none of which is
issued and outstanding. Our board of directors has the
authority, without further action by the holders of the
outstanding shares of common stock, to issue shares of
preferred stock with rights superior to the rights of the
holders of shares of common stock from time to time in one
or more series, to fix the number of shares constituting any
series, and to fix the terms of any such series, including
dividend rights, dividend rates, conversion or exchange
rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price
and the liquidation preference or such series. As a result,
shares of preferred stock could be issued quickly and
easily, negatively affecting the rights of holders of shares
common stock and could be issued with terms calculated to
delay or prevent a change in control or make removal of
management more difficult. Because we may issue up to
20,000,000 shares of preferred stock in order to raise
capital for our operations, the ownership interest of
holders of shares of common stock may be diluted.
Item 2. Exhibits.
Exhibit Description
3.1 Certificate of Incorporation of Registrant*
3.2 By-Laws of Registrant*
* Previously filed with the Registrant's Registration Statement
on Form SB-2, file number 333-139163, filed with the Securities
and Exchange Commission on December 7, 2006
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 26, 2006 OFFLINE CONSULTING, INC.
By: /s/ Marcello Trebitsch
Name: Marcello Trebitsch
Title: President and Chief Executive
Officer (Principal Executive,
Financial, and Accounting Officer)