UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
EFACTOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 45-3205842 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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105 Barbaree Way, Tiburon, CA |
| 94920 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 415- 381- 4806
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Our information statement is filed as Exhibit 99.1 to this Form 10 (the “Information Statement”). For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Item No. |
| Caption |
| Location in Information Statement |
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Item 1. |
| Business |
| See “Summary,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “The Spin-off” |
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Item 1A. |
| Risk Factors |
| See “Risk Factors” |
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Item 2. |
| Financial Information |
| See “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the statements referenced therein |
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Item 3. |
| Properties |
| See “Business—Properties” |
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Item 4. |
| Security Ownership of Certain Beneficial Owners and Management |
| See “Security Ownership of Certain Beneficial Owners and Management” |
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Item 5. |
| Directors and Executive Officers |
| See “Management” |
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Item 6. |
| Executive Compensation |
| See “Executive Compensation” |
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Item 7. |
| Certain Relationships and Related Transactions, and Director Independence |
| See “Management” and “Certain Relationships and Related Transactions” |
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Item 8. |
| Legal Proceedings |
| See “Business—Legal Proceedings” |
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Item 9. |
| Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
| See “Summary” |
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Item 10. |
| Recent Sales of Unregistered Securities |
| Not applicable |
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Item 11. |
| Description of Registrant’s Securities to be Registered |
| See “Description of Capital Stock” |
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Item 12. |
| Indemnification of Directors and Officers |
| See “Management” and “Description of Capital Stock” |
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Item 13. |
| Financial Statements and Supplementary Data |
| See “Index to Financial Statements” and the statements referenced therein |
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Item 14. |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| Not applicable |
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Item 15. |
| Financial Statements and Exhibits |
| See “Index to Financial Statements” and the statements referenced therein |
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Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The following financial statements and accompanying audit opinion are included in the Information Statement and filed as part of this Registration Statement on Form 10 (see “Financial Statements”):
(1)
Report of Independent Registered Public Accounting Firm |
Financial Statements |
Balance Sheets |
Statements of Operations |
Statements of Stockholders' Deficit |
Statements of Cash Flows |
Notes to Financial Statements |
(b) Exhibits
The following documents are filed as exhibits hereto unless otherwise indicated:
2 | Separation and Distribution Agreement between Triton Distribution Systems, Inc., and EFactor Holdings, Inc. (draft filed herewith, subject to completion) |
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3.1 | Articles of Incorporation of EFactor Holdings, Inc. (filed herewith) |
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3.2 | Bylaws of EFactor Holdings, Inc. (filed herewith) |
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4.1 | Form of specimen certificate for the Registrant’s common stock, par value $0.0001 per share (to be filed) |
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10.1 | License Agreement between Triton Distribution Systems, Inc., and EFactor Holdings, Inc., dated September 24, 2011 (filed herewith) |
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10.2 | Share Exchange Agreement between EFactor Holdings, Inc., and EFactor, Corp., dated September 24, 2011 (filed herewith) |
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10.3 | Chief Executive Officer Employment Agreement, dated October 19, 2011 (filed herewith) |
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10.4 | Chief Operating Officer Employment Agreement, dated October 19, 2011 (filed herewith) |
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99.1 | Preliminary Information Statement, subject to completion, dated October ___, 2011 (filed herewith) |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
EFACTOR HOLDINGS, INC.
By: /s/ Adrie Reinders
Name: Adrie Reinders
Title: President, Chief Executive Officer
Date: November 3, 2011
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