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 | | |
1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
| 0001917699 | | | | Corporation | | | Limited Partnership | | X | Limited Liability Company | | | General Partnership | | | Business Trust | | | Other (Specify) |
|
| Name of Issuer |
|---|
| NATIVE SAN & COMPANY, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| ALABAMA |
| Year of Incorporation/Organization |
|---|
| | Over Five Years Ago | | X | Within Last Five Years (Specify Year) | 2021 | | | Yet to Be Formed | |
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| NATIVE SAN & COMPANY, LLC |
| Street Address 1 | Street Address 2 |
| 2501 MASTIN LAKE ROAD NW | UNIT 3563 |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
| HUNTSVILLE | ALABAMA | 35810 | 256-684-1295 |
1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
| 0001905142 | | | | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | X | Business Trust | | | Other (Specify) |
|
| Name of Issuer |
|---|
| Shamuel Family Trust |
| Jurisdiction of Incorporation/Organization |
|---|
| TEXAS |
| Year of Incorporation/Organization |
|---|
| | Over Five Years Ago | | X | Within Last Five Years (Specify Year) | 2021 | | | Yet to Be Formed | |
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Shamuel Family Trust |
| Street Address 1 | Street Address 2 |
| 128 SUNSET BLVD #1099 |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
| NEW CASTLE | DELAWARE | 19720 | 6789486096 |
1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
| 0001772180 | | Michael James Ferguson Jr Foreign Private Trust |
| | | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | X | Other (Specify) |
Foreign Private Trust |
| Name of Issuer |
|---|
| Michael James Ferguson Jr, Foreign Private Trust |
| Jurisdiction of Incorporation/Organization |
|---|
| NEW YORK |
| Year of Incorporation/Organization |
|---|
| | Over Five Years Ago | | X | Within Last Five Years (Specify Year) | 2019 | | | Yet to Be Formed | |
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Michael James Ferguson Jr, Foreign Private Trust |
| Street Address 1 | Street Address 2 |
| 521 WEST 146TH STREET SUITE 215-BOX | C/O AMBASSADOR TEMPLE OF MOORISH AMERICA |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
| NEW YORK | NEW YORK | 10031-9998 | 917-257-5140 |
3. Related Persons
| Last Name | First Name | Middle Name |
| Yavapai: El | Chief :Meskwaki- |
| Street Address 1 | Street Address 2 |
| 2501 Mastin Lake Road NW | Unit 3563 |
| City | State/Province/Country | ZIP/PostalCode |
| Huntsville | ALABAMA | 35810-5025 |
| Relationship: | X | Executive Officer | X | Director | X | Promoter |
Clarification of Response (if Necessary):
see: State of Alabama NON UCC 20220503000000482 File No. 22-7260468 uploaded with Form C/A (EXHIBIT 1-14). see also Private Security Agreement-Schedule A.
| Last Name | First Name | Middle Name |
| Shelton | Hon. Larry |
| Street Address 1 | Street Address 2 |
| 5868 Westheimer Rd | Suite #453 |
| City | State/Province/Country | ZIP/PostalCode |
| Houston | TEXAS | 77057 |
| Relationship: | X | Executive Officer | X | Director | X | Promoter |
Clarification of Response (if Necessary):
To validate the connection to the issuer please contact Honorable Larry Shelton at the following Telephone No. Area Code (678)948-6096.
| Last Name | First Name | Middle Name |
| :Terry Bey | C.M. | :Red-Wolf |
| Street Address 1 | Street Address 2 |
| 2501 Mastin Lake Road NW | Unit 3563 |
| City | State/Province/Country | ZIP/PostalCode |
| Huntsville | ALABAMA | 35810-5025 |
| Relationship: | X | Executive Officer | X | Director | X | Promoter |
Clarification of Response (if Necessary):
see: State of Alabama NON UCC 20220503000000482 File No. 22-7260468 uploaded with Form C/A (EXHIBIT 1-14). see also Private Security Agreement-Schedule A.
| Last Name | First Name | Middle Name |
| Ferguson El | Noble |
| Street Address 1 | Street Address 2 |
| 2501 Mastin Lake Road NW | Unit 3563 |
| City | State/Province/Country | ZIP/PostalCode |
| Huntsville | ALABAMA | 35810-5025 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
see: State of Alabama NON UCC 20220503000000482 File No. 22-7260468 uploaded with Form C/A (EXHIBIT 1-14). see also Private Security Agreement-Schedule A.
| Last Name | First Name | Middle Name |
| Terry | Yoquesha | A |
| Street Address 1 | Street Address 2 |
| 2501 Mastin Lake Road NW | Unit 3563 |
| City | State/Province/Country | ZIP/PostalCode |
| Huntsville | ALABAMA | 35810-5025 |
| Relationship: | X | Executive Officer | | Director | | Promoter |
Clarification of Response (if Necessary):
see: State of Alabama NON UCC 20220503000000482 File No. 22-7260468 uploaded with Form C/A (EXHIBIT 1-14). see also Private Security Agreement-Schedule A.
4. Industry Group
| | Agriculture | | Banking & Financial Services | | | | Commercial Banking | | | Insurance | | | Investing | | X | 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 | |
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 |
| X | Over $100,000,000 | | Over $100,000,000 |
| | Decline to Disclose | | Decline to Disclose |
| | Not Applicable | | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| | X | 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 506(b) | | | X | Rule 506(c) | | | X | 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
| | New Notice | | Date of First Sale | | X | First Sale Yet to Occur |
| X | 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 | X | Pooled Investment Fund Interests |
| X | Debt | X | Tenant-in-Common Securities |
| X | Option, Warrant or Other Right to Acquire Another Security | X | Mineral Property Securities |
| X | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) |
| Sovereign Bonds/Private Bonds |
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):
This Exchange Offer is issued pursuant to provisions under 18 U.S.C. 8 (Certificate of Indebtedness), 12 U.S.C. 95a(2) (assigning interest in property to the United States), 31 CFR 225, & IRM 21.1.7.9.22 (04-19-2012), in the interest of the United States11. Minimum Investment
| Minimum investment accepted from any outside investor | $10,000,000 | USD |
12. Sales Compensation
| Recipient | | Recipient CRD Number | | None |
|
| Ambassador Temple of Moorish America | 307828 |
| (Associated) Broker or Dealer | | None |
| | (Associated) Broker or Dealer CRD Number | | None |
|
| Honorable Larry Shelton | 307828 |
| Street Address 1 | Street Address 2 |
| 5868 Westheimer Rd | Suite #453 |
| City | State/Province/Country | ZIP/Postal Code |
| Houston | TEXAS | 77057 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | X | None |
|
| UNITED STATES DEPARTMENT OF THE TREASURY OFFICE OF EXECUTIVE SECRETARY | None |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
| 1500 PENNSYLVANIA AVENUE, N.W. | ROOM 3413 |
| City | State/Province/Country | ZIP/Postal Code |
| WASHINGTON | DISTRICT OF COLUMBIA | 20220 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
13. Offering and Sales Amounts
| Total Offering Amount | $500,000,000 | USD | |
| Total Amount Sold | $0 | USD |
| Total Remaining to be Sold | $500,000,000 | USD | |
Clarification of Response (if Necessary):
There has not been a sale for the following offering amount, until 07-31-2022 see: State of Alabama NON UCC 20220503000000482 File No. 22-7260468 uploaded with Form C/A (EXHIBIT 1-14). see also Private Security Agreement-Schedule A.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 | $50,000,000 | USD | |
| Finders' Fees | $1,000,000 | USD | |
Clarification of Response (if Necessary):
see: Private Placement Memorandum16. 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):
see Secured Funding and Offset Bond ADR NO. SANXC-B00001; RB 878 868 100 US on Form C/A: https://www.sec.gov/Archives/edgar/data/1917699/000191769922000021/0001917699-22-000021-index.htmSignature 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 Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
|
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.
| Issuer | Signature | Name of Signer | Title | Date |
| NATIVE SAN & COMPANY, LLC | Chief :Meskwaki-Yavapai: El | Chief :Meskwaki-Yavapai: El | President | 2022-05-25 |
| Shamuel Family Trust | Hon. Larry Shelton | Honorable Larry Shelton | CEO | 2022-05-25 |
| Michael James Ferguson Jr, Foreign Private Trust | Noble-Ferguson: El | Noble-Ferguson: El | CFO/Treasurer | 2022-05-25 |
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.
